PRODUCER’S WARRANTIES. (a) Subject to Clause 3 (c) below, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that: (i) it will pay all sums due to any person who is entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-charge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise of the Producer’s rights in the Programme(s); (ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s); (iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA; (iv) nothing will be included in the Programme(s) and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s); (v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof; (vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person; (vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4; (viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer; (ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); on Delivery the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and with all applicable requirements of Channel 4’s Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) (which includes but is not limited to the Channel 4 Guidelines) and any other applicable regulatory codes; it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and The Channel 4 Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the law; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services in force at Delivery;
Appears in 4 contracts
Samples: Commissioning Agreement, Commissioning Agreement, Commissioning Agreement
PRODUCER’S WARRANTIES. (a) Subject to Clause 3 (c) below, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that:
(i) it will pay all sums due to any person who is entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-re- charge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 2006 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s);
(v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof;
(vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person;
(vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4;
(viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer;
(ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); on Delivery ;
(x) the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and the Viewer Trust Guidelines, and with all applicable requirements of Channel 4’s Producers Independent Producers’ Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ xxxx://xxx.xxxxxxx0.xxx/corporate/4producers/); Channel 4’s Online and Mobile Competition and Online Votes guidelines and where appropriate the current Phone Pay Plus Code of Practice.
(xi) (which includes but is not limited to the Channel 4 Guidelines) and any other applicable regulatory codes; it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdfxxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting- code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and the Viewer Trust Guidelines and The Channel 4 Producers Independent Producers’ Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning xxxx://xxx.xxxxxxx0.xxx/corporate/4producers/)concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the lawOfcom; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services services; Channel 4’s Online and Mobile Competition and Online Votes guidelines and where appropriate the current Phone Pay Plus Code of Practice;
(xii) Channel 4 and its Associate(s) shall have the right to include details of such Programme(s) in force catalogues produced by Channel 4 for the purpose of publicising Channel 4 and/or the programmes included in the Channel 4 Service and/or the More4 Service;
(xiii) it has not entered and will not enter into any contract with any person which will impinge upon the rights granted to Channel 4 hereunder;
(xiv) it will comply with all requirements of the insurances referred to in Clause 6 of these General Terms, including, without limitation the Errors and Omissions Insurance, and shall where requested provide evidence to Channel 4 that it has taken such steps that a reasonably prudent producer should take to avoid any such policy being voided;
(xv) in the event that the Programme(s) is designated a regional programme in the Programme Specific Terms the Programme(s) will comply with the regionality criteria published from time to time by Ofcom applicable at Deliverythe time of commission and shall where Ofcom requires evidence from Channel 4 that the Programme(s) meets such criteria afford Channel 4 the right to audit the production of the Programme(s) on reasonable notice during normal office hours;
(xvi) in the exercise of any of the rights retained or granted to it hereunder the Producer shall not bring Channel 4 or the Programme(s) into disrepute and the Producer will seek Channel 4’s prior written approval of any use of the Channel 4 logo in connection with any exercise of the Producer’s rights in the Programme(s) and the Producer will seek Channel 4’s prior written approval to the use of the Channel 4 name and/or brand in connection with any exercise of the Producer’s rights in the Programme(s) which may suggest that Channel 4 endorses or recommends any product or service;
(xvii) during Channel 4’s exclusive licence period the Producer shall fully consult in good time with Channel 4 over the identity of any sponsor it may appoint with respect to the rights retained by or granted to the Producer hereunder in the Territory and agrees that it will first offer Channel 4’s on screen sponsor the opportunity to sponsor the Producer’s exploitation of any such rights.
(b) The Producer hereby indemnifies Channel 4 and its Associate(s) and agrees to hold it and its Associate(s) indemnified against all claims costs proceedings demands losses damages expenses or liabilities whatsoever arising directly or reasonably foreseeably as a result of any breach by the Producer of any representations warranties undertakings or other terms herein contained or implied by law. In the event Channel 4 or any of its Associate(s) undertakes distribution of the Programme(s) any sum recovered by Channel 4 or any of its Associate(s) from the Producer pursuant to any such indemnity claim (and for the avoidance of doubt, any costs or expenses incurred by or on behalf of Channel 4 in relation thereto) shall not be brought into account in computing the Net Receipts of the Programme(s) or Net Interactive Receipts or Net VOD Receipts.
Appears in 3 contracts
Samples: Commissioning Agreement, Commissioning Agreement, Commissioning Agreement
PRODUCER’S WARRANTIES. (a) Subject 6.1 The Producer hereby represents, warrants and undertakes that:
6.1.1 the Producer is entitled to Clause 3 (c) belowenter into this Agreement and is fully empowered to perform its obligations under this Agreement;
6.1.2 the Producer is entitled to grant the Option to ITV and the Development Work will be free of all liens, claims and encumbrances that could in any way interfere with or inhibit the full exercise or exploitation of any and all of the ITV Rights in the Development Work and/or the Programme;
6.1.3 for the duration of the Option Period and in the production of the Development Work, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and will comply with all rights granted hereunder to Channel 4 and to Associates(s) (relevant industry agreements to the extent applicable, all statutory obligations and all other obligations imposed by law;
6.1.4 the Producer has obtained or will before the Delivery Date obtain an assessment of necessary permits and consents to permit or enable the Development Work and/or the Programme to be produced and exploited in accordance with the ITV Terms of Trade Agreement;
6.1.5 the Producer will ensure that Associate(sall material incorporated in the Development Work is or will be original except in so far as it may be in the public domain;
6.1.6 nothing in the Development Work will to the best of the Producer's knowledge and belief (after due and diligent enquiry) be defamatory of any person firm or corporation and nothing therein will or does infringe the copyright or other personal proprietary right of any person firm or corporation or any obligation imposed by law;
6.1.7 the Development Work will be produced by the Producer in a first-class manner;
6.1.8 to the best of the Producer’s knowledge and belief after all due and diligent enquiry there are exercising no claims or proceedings pending or threatened which might adversely affect the exploitation of the Development Work and/or the Programme;
6.1.9 the Producer is duly and properly established and existing according to English law;
6.1.10 the Producer will not assign, license, mortgage, charge or otherwise dispose or deal with or encumber any rights whatsoever in the Development Work that may derogate from or affect ITV’s Rights without the prior written consent of ITV other than with respect to an assignment or licence of rights to a subsidiary of the Producer in which case ITV will require a parental guarantee (or such other guarantee as may be agreed) to ensure the performance of all the Producer’s obligations under this Agreement;
6.2 The Producer xxxxxx agrees to indemnify and hold harmless and keep indemnified and held harmless ITV PLC and subsidiaries, its parent and subsidiaries and each of their directors, employees and agents from time to time against all expenses, claims, awards, damages, losses and costs (including any interest, penalties and reasonable legal and other professional costs and expenses) thatand/or any other liabilities arising directly out of or reasonably foreseeably as a result of any breach or non-performance of the Producer’s warranties, undertakings or obligations in this Agreement.
6.3 The Producer shall:
a. put in place, and maintain all processes, procedures and compliance systems reasonably necessary to ensure that Tax Evasion and/or Bribery and/or Modern Slavery does not occur within the Producer’s business or in its own supply chain;
b. at all times:
i. comply with all applicable laws relating to Tax Evasion, Xxxxxxx and Modern Slavery;
ii. not engage in any activity, practice or conduct which would constitute an offence under:
A. sections 1, 2 or 6 of the Bribery Act 2010;
B. the Modern Slavery Act 2015; or
C. the Criminal Finances Act 2017, if such activity, practice or conduct had been carried out in the United Kingdom, and;
c. immediately notify ITV (iin writing) it will pay all sums due to if:
i. the Producer, its associates, or any other person who is entitled to any payment in respect performs or has performed services for or on behalf of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-charge payments notified to the Producer are investigated by Channel 4 any law enforcement agency or customer in respect relation to Tax Evasion and/or Bribery and/or Modern Slavery; or
ii. Tax Evasion and/or Bribery and/or Modern Slavery has occurred, or the Producer has reasonable cause to believe any have occurred, in the Producer’s business or within the Producer’s supply chain;
6.4 A breach of payments due to Directors UK clause 6.3(a) and/or clause 6.3(b) shall be deemed a material breach of the Producer’s obligations that is incapable of remedy for the purpose of clause 7 (formerly the DPRS) Suspension and for Termination).
6.5 For the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in following capitalised terms shall have the exercise of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s);
(v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof;
(vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person;
(vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4;
(viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer;
(ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); on Delivery the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and with all applicable requirements of Channel 4’s Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) (which includes but is not limited to the Channel 4 Guidelines) and any other applicable regulatory codes; it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and The Channel 4 Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the law; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services in force at Delivery;following meaning:
Appears in 3 contracts
Samples: Development Agreement, Scripted Development Agreement, Scripted Development Agreement
PRODUCER’S WARRANTIES. (a) Subject to Clause 3 (c) below, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that:
(i) it will pay all sums due to any person who is entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-charge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 2006 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s);
(v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof;
(vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person;
(vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4;
(viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer;
(ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); on Delivery the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and the Viewer Trust Guidelines, and with all applicable requirements of Channel 4’s Producers Independent Producers’ Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) (which includes but is not limited to xxxx://xxx.xxxxxxx0.xxx/corporate/4producers/); Channel 4’s Online and Mobile Competition and Online Votes guidelines and where appropriate the Channel 4 Guidelines) and any other applicable regulatory codes; current Phone Pay Plus Code of Practice. it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and the Viewer Trust Guidelines and The Channel 4 Producers Independent Producers’ Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning xxxx://xxx.xxxxxxx0.xxx/corporate/4producers/)concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the lawOfcom; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services in force at Deliveryservices; Channel 4’s Online and Mobile Competition and Online Votes guidelines and where appropriate the current Phone Pay Plus Code of Practice;
Appears in 3 contracts
Samples: Commissioning Agreement, Commissioning Agreement, Commissioning Agreement
PRODUCER’S WARRANTIES. (a) Subject to Clause 3 (c) below, the Producer hereby warrants, represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that:
(i) it will pay all sums due to any person who is entitled to any payment in respect of services or facilities rendered or goods supplied or rights granted in connection with the Programme(s) including without limitation any re-re- charge payments notified to the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s);
(v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof;
(vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person;
(vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4;
(viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer;
(ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); ;
(x) on Delivery the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and with all applicable requirements of Channel 4’s Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ xxxx://xxxxxxx0.xxx/producers- handbook/ ) (which includes but is not limited to the Channel 4 Guidelines) and any other applicable regulatory codes; ;
(xi) it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdfxxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting- code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and The Channel 4 Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the law; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services in force at Delivery;
(xii) Channel 4 and its Associate(s) shall have the right to include details of such Programme(s) in catalogues produced by Channel 4 for the purpose of publicising Channel 4 and/or the programmes included in the Channel 4 Service the More4 Service and/or E4 Service;
(xiii) it has not entered and will not enter into any contract with any person which will impinge upon the rights granted to Channel 4 hereunder;
(xiv) it will comply with all requirements of the insurances referred to in Clause 6 of these General Terms, including, without limitation the Errors and Omissions Insurance, and shall where requested provide evidence to Channel 4 that it has taken such steps that a reasonably prudent producer should take to avoid any such policy being voided;
(xv) in the event that the Programme(s) is designated a regional programme in the Programme Specific Terms the Programme(s) will comply with the regionality criteria published from time to time by Ofcom applicable at the time of commission and shall where Ofcom requires evidence from Channel 4 that the Programme(s) meets such criteria afford Channel 4 the right to audit the production of the Programme(s) on reasonable notice during normal office hours;
(xvi) in the exercise of any of the rights retained or granted to it hereunder the Producer shall not bring Channel 4 or the Programme(s) into disrepute and the Producer will seek Channel 4’s prior written approval of any use of the Channel 4 logo in connection with any exercise of the Producer’s rights in the Programme(s) and the Producer will seek Channel 4’s prior written approval to the use of the Channel 4 name and/or brand in connection with any exercise of the Producer’s rights in the Programme(s) which may suggest that Channel 4 endorses or recommends any product or service;
(xvii) during Channel 4’s exclusive licence period the Producer shall fully consult in good time with Channel 4 over the identity of any sponsor it may appoint with respect to the rights retained by or granted to the Producer hereunder in the Territory and agrees that it will first offer Channel 4’s on screen sponsor the opportunity to sponsor the Producer’s exploitation of any such rights;
(xviii) at the date of this Agreement the Producer is an Independent Producer within the meaning of paragraph 3 of The Broadcasting (Independent Productions) Order 1991 as amended and the individual executing this Agreement on behalf of the Producer has been fully authorised by the Producer to execute this Agreement;
(xix) at the date of this Agreement the Producer is a company duly and properly organised and existing according to English or Scottish law and is a qualifying person in accordance with section 206 of the CDPA and that all personnel engaged for the Programme(s) (including without limitation Key Personnel) are “qualifying persons” for the purposes of the CDPA and that it has the power and authority to enter into this Agreement and perform its obligations under it and to grant the rights hereunder.
(b) The Producer hereby indemnifies Channel 4 and its Associate(s) and agrees to hold it and its Associate(s) indemnified against all claims costs proceedings demands losses damages expenses or liabilities whatsoever arising directly or reasonably foreseeably as a result of any breach by the Producer of any representations warranties undertakings or other terms herein contained or implied by law. In the event Channel 4 or any of its Associate(s) undertakes distribution of the Programme(s) any sum recovered by Channel 4 or any of its Associate(s) from the Producer pursuant to any such indemnity claim (and for the avoidance of doubt, any costs or expenses incurred by or on behalf of Channel 4 in relation thereto) shall not be brought into account in computing the Net Receipts of the Programme(s) or Net Interactive Receipts or Net VOD Receipts.
Appears in 2 contracts
PRODUCER’S WARRANTIES. (a) Subject Save as otherwise disclosed in the Agreement or by notice given from time to Clause 3 (c) belowtime, the Producer hereby warrants, warrants and represents and undertakes to Channel 4 and its Associate(s) in respect of the Programme(s) and all rights granted hereunder to Channel 4 and to Associates(s) (to the extent that Associate(s) are exercising rights under this Agreement) that:
(ia) it will pay all sums due to any person who is entitled to enter into this Agreement and grant these Rights and that all the Rights are vested in the Producer absolutely and that there are no restrictions or other encumbrances upon the Rights. The Producer will at its expense as soon as practicable upon request by the Distributor supply the original or certified photostat copies of all or any payment documents entitling the Producer to grant these Rights to the Distributor;
(b) the Programme is not defamatory in respect any way and the Programme and the grant of the Rights does not violate the Rights of any third party;
(c) there is no outstanding or threatened litigation proceedings or other process affecting the Programme or the Rights or the authority of the Producer to grant these Rights to the Distributor (other than such as may have been disclosed to the Distributor, in writing, in the Agreement) and the Producer during the Term will notify the Distributor of any impending litigation proceedings of which they are aware;
(d) the Producer will upon request by the Distributor effect a Producer’s Errors and Omissions insurance policy for a minimum figure to be agreed by the Distributor and the Distributor will be named as the distributor in such policy. The Producer shall maintain such policy in full force and effect for a minimum term of three years from the date of first exhibition of the Programme in the country requiring such insurance;
(e) all documents supplied by the Producer to the Distributor are in all respects complete, accurate and up to date at the time of their supply to the Distributor and that the Producer will notify the Distributor in writing of any subsequent variations or amendments as soon as the same shall apply;
(f) unless previously disclosed by the Producer and agreed in writing by the Distributor, the Distributor shall not be liable for any payments for (i) any “residual payments”, (ii) exploitation fees, (iii) repeat fees or (iv) any payments for the use of the music contained in the Programme, whether necessitated by union, other guild requirements or otherwise;
(g) the Programme is protected by copyright and that the appropriate copyright notice is included within the Programme and the Producer will take all reasonable steps to ensure that the copyright is protected;
(h) no claim for infringement of moral rights conferred now or in the future by the laws of any country will be made by an author, writer, composer, director or any other person whose work may be incorporated in the Programme, or on which the Programme may be based, or who may have rendered services in the production of the Programme;
(i) any enquiries made directly or facilities rendered or goods supplied or rights granted indirectly to the Producer in relation to the Rights will be promptly notified to the Distributor in order that the Distributor may fully exploit the Rights; and
(j) the Distributor is not now and will not be liable to make any payments whatever other than as provided in the Agreement and these Conditions in connection with the Programme(s) including without limitation any re-charge payments notified to exercise by the Producer by Channel 4 in respect of payments due to Directors UK (formerly the DPRS) and for the avoidance of doubt the Producer will be liable to all Contributors and third parties in respect of any repeat and/or residual payments or other payments of any kind that may be due to such persons in the exercise Distributor of the Producer’s rights in the Programme(s);
(ii) other than in respect of the performing rights in any music vested in the Performing Right Society Limited and except as otherwise herein agreed it will secure irrevocable assignable licences entitling it and any person deriving title through it without further payment to record broadcast transmit perform and exploit by sale hire or otherwise all copyright material incorporated in the Programme(s) for all rights licensed to Channel 4 and any Associate(s) and including but without limitation synchronisation licences in respect of any musical recording or musical composition recorded in the Programme(s) and licenses in respect of library and other film material incorporated in the Programme(s) PROVIDED ALWAYS the rights granted by the licences secured pursuant to this sub-clause may be limited to the use of such material as part of the Programme(s);
(iii) the exercise by Channel 4 its assignees and/or its Associate(s) of its rights in the Programme(s) or any part thereof in accordance with the terms of this Agreement will not infringe any personal proprietary rights (including copyright and other intellectual property rights) or other right of any third party or be in breach of any provisions of or rights under Part II of the CDPA;
(iv) nothing will be included in the Programme(s) and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s) in breach of any contract or legislation where applicable (including without limitation the National Minimum Wage Act 1998 (as amended) by the National Minimum Wage (Amendment) Regulations 2016 and any updates thereto and the Modern Slavery Act 2015 and any updates thereto) nor will anything in the Programme(s) or any materials in connection therewith provided by the Producer hereunder breach any duty of confidence constitute contempt of court or constitute an unwarranted infringement of the privacy of any person or breach any applicable laws including without limitation any provision of the Broadcasting Acts 1990 and 1996, the Communications Xxx 0000, the Audiovisual Media Service Directive (Implementation) Regulations 2006, the Digital Economy Xxx 0000, the Data Protection Xxx 0000 and the Xxxxxxx Xxx 0000 and/or any statutory amendment, re-enactment or modification thereof from time to time in force or regulations made under such Acts or Regulations (including without limitation any obligations, rules and regulations issued pursuant to the same) provided that any such amendments are in force at the date of Delivery of the Programme(s);
(v) the Programme(s) and the material on which the Programme(s) is/are based on are and will be original in the persons notified to Channel 4 prior to the date hereof as the author(s) and originator(s) thereof;
(vi) on Delivery nothing in the Programme(s) or in the materials in the Delivery Requirements as set out in the document appended to the Programme Specific Terms shall be defamatory of, any person;
(vii) on Delivery nothing in the Programme(s) (and/or arising from the Producer's production of the Programme(s) and/or editing of footage for the Programme(s)) or in the material in the Delivery Requirements as set out in the document appended to the Programme Specific Terms or arising from any activities by the Producer pursuant to Clause 8 shall in respect of factual programmes or matters, or portrayal of factual matters in other programme genres, (a) mislead the audience so as to cause harm or offence and/or (b) materially mislead Channel 4;
(viii) there are and will on Delivery of the Programme(s) be no claims liens or encumbrances of any nature affecting the Programme(s) or any part thereof other than those agreed contributor or Limited Rights Material clearance costs, repeat fees and residuals which are not included in the Budgeted Cost/Fixed Price and in particular all necessary waivers of any moral rights in the Programme(s) or in contributions to or material included in the Programme(s) insofar as the same are inconsistent with or conflict with the rights licensed to Channel 4 have been secured by the Producer;
(ix) unless otherwise agreed by Channel 4 in writing the Producer will secure consents before the delivery of the items listed in parts (a) and (b) of the Delivery Requirements to Channel 4 enabling Channel 4 and its Associates to take publicity stills and to issue publicity concerning all persons appearing in or rendering services in connection with Channel 4's rights in the Programme(s) and to use their names photographs biographies likenesses and voices and that all photographs delivered to Channel 4 may be used for such purposes with or without supporting caption information in connection with all forms of advertising publicising promotion and exploitation of the Programme(s) in accordance with the rights licensed to Channel 4 hereunder without any further obligation on the part of Channel 4 (but Channel 4 shall not use any such publicity material to suggest that the person concerned approves of any consumer product or service other than the Programme(s) unless the persons involved have expressly consented to this); on Delivery the Programme(s) will comply with all applicable regulations, including without limitation any regulations or rules governing on demand services and all requirements of the current (at the time of Delivery) Ofcom Broadcasting Code and accompanying Ofcom guidance on the Code and with all applicable requirements of Channel 4’s Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) (which includes but is not limited to the Channel 4 Guidelines) and any other applicable regulatory codes; it will ensure that all personnel engaged for the Programme(s) have read and comply with all requirements of the current Ofcom Broadcasting Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/codes/bcode/ofcom-broadcasting-code.pdf) and accompanying Ofcom guidance on the Code (xxxx://xxx.xxxxx.xxx.xx/tv/ifi/guidance/bguidance/) and The Channel 4 Producers Handbook as amended from time to time (xxxx://xxxxxxx0.xxx/producers-handbook/ ) concerning the legal and compliance obligations of Channel 4 under the terms of its licence from Ofcom and the law; any applicable codes, regulations, rules and/or guidance including without limitation governing on demand services in force at Delivery;Rights.
Appears in 1 contract
Samples: Distribution Agreement
