Strategic Partnership Deed of Agreement between the BBC and S4C

This Deed of Agreement is made the xxx

between:

THE BRITISH BROADCASTING CORPORATION, a corporation incorporated

under Royal Charter, whose principal office is at Broadcasting House, 1 Portland Place,

London W1A 1AA (“BBC”); and

S4C a statutory corporation of Parc Tŷ Glas, Llanishen, Cardiff, CF14 5DU (“S4C”).

(together “the Parties”)

WHEREAS

(A) On 17th

October 2006, the Parties entered into a deed (the “Original Agreement”) in

which they agreed upon the principles and procedures according to which a range of

BBC licence fee funded programmes and other services would be provided by the

BBC to S4C in a manner appropriate for the needs of public service broadcasting

through the medium of the Welsh language.

(B) The Original Agreement recognised the responsibilities and traditions of both

organisations in providing high-quality public services to audiences in the Welsh

language. and that both S4C and the BBC perform critical roles in supporting and

nurturing the development of the Welsh language, and that the public value of Welsh

language services, across various media and platforms, would benefit from a closer

strategic partnership between the two broadcasters and the Parties intend that these

principles are taken forward in this Agreement.

It is agreed and this Deed witnesses as follows:

1.1 Section 58(1) of the Broadcasting Act 1990 provides that:

For the purpose mentioned in subsection (1A) the BBC shall:

(a) provide to the Welsh Authority (free of charge) sufficient television programmes in

Welsh to occupy not less than ten hours’ transmission time per week; and

(b) do so in a way which meets the reasonable requirements of the Authority.

(1A) The purpose is to enable the Welsh Authority to fulfil—

(a) so much of the public service remit for S4C as is contained in paragraph 3(2)(a)

and (b) of Schedule 12 to the Communications Act 2003; and

(b) so much of the public service remit for S4C Digital as is contained in paragraph

3(3) of that Schedule”.

Nothing in this Deed diminishes or replaces that statutory duty.

1.2 S4C recognises that the BBC must operate within the duties placed upon it by its

Royal Charter and the Agreement between it and the Secretary of State for Culture,

Olympics, Media and Sport and must deal with the licence fee as set out therein.

The BBC recognises that S4C is a statutory entity. As such S4C derives its powers

from statute and is unable to act in a manner that is outside the specific powers

granted to S4C by Parliament. S4C is under a duty to spend its grant-in-aid in

accordance with the provisions of the Broadcasting Acts 1990 and 1996 and the

Communications Act 2003. From 1 April 2013, S4C will be under an obligation to

spend licence fee funding which it receives from the BBC Trust in accordance with

an Operating Agreement between the BBC Trust and the S4C Authority.

1.3 The word partnership throughout this document is defined as the process of two

bodies acting together with goodwill and co-operation. Nothing contained in this

Deed shall be taken to imply that a legal partnership exists between the BBC and

S4C.

1.4 References in this Deed to the BBC’s Royal Charter and its Agreement with the

Secretary of State for Culture, Olympics, Media and Sport and to any statute,

statutory provision, regulation, rule or code shall be construed as a reference to

such Charter, Agreement, statute, statutory provision, regulation, rule or code as

amended, modified, replaced or re-enacted from time to time.

1.5 This Deed sets out a strategic framework for the BBC’s renewed commitment to

provide its Contributed Programming to S4C. A separate Operating Agreement

specifies the scope of the wider S4C services to be funded out of the BBC licence

fee from April 2013 until March 2017. Any application or interpretation of this

Deed shall take into account the principles set forth in the Operating Agreement

2 Scope of the Agreement

2.1 This Deed and in particular the process set out at paragraph 5 shall be underpinned

by two balancing obligations:

2.1.1 On the BBC to recognise that S4C is solely responsible for delivering its

remit, its statutory duties (including duties in respect of expenditure of grant

in aid) and its additional activities and objectives as set out in its Corporate

Plan, Content Strategy and Statement of Programme Policy. The BBC both in

its consultation and in its proposals, will respond positively and practically to

S4C’s overall content strategy, and so seek to maximise the value delivered

to the S4C services and audiences.

2.1.2 On S4C to recognise that the BBC’s contribution to S4C’s services pursuant

to section 58 of the Broadcasting Act 1990 is an important element of the

BBC’s remit and overall delivery to Welsh language audiences of its public

purposes and the public service characteristics enshrined in its Charter and

Agreement. Further, S4C recognises that the BBC and its Trust are solely

responsible both for how they do this and for the value for money of the

BBC’s expenditure, subject always to Section 58 of the Broadcasting Act

1990.

3 The BBC’s contribution of television programmes to S4C

3.1 The BBC shall provide S4C (free of charge) with sufficient television programmes in

Welsh to occupy not less than 10 hours’ transmission time per week pursuant to its

statutory obligations (the “Contributed Programming”) for exhibition on the S4C

Services (as defined in Appendix 3) and otherwise in accordance with Appendix 3.

The Contributed Programming shall be original first run Welsh language

programming (“original” meaning new UK content and not repeats or acquisitions,

except as agreed within the annual planning process set out in paragraph 5 below

and set out within the Editorial Synopsis, and “first run” meaning that the

Contributed Programming shall be exhibited in accordance with Appendix 3). Unless

otherwise varied in the Editorial Synopsis, S4C shall have the rights in the

Contributed Programming which are set out in Appendix 3 (“the Terms of Supply”).

3.2 Without limitation to the BBC’s statutory duty and commitment referred to at

paragraphs 1.3 and 3.1 above the actual number of hours of programmes to be

provided to S4C each year shall be determined during the annual planning cycle

described below, and shall be subject to approval by the S4C Authority within the

framework of its approval of the S4C Statement of annual Programme Policy and by

the BBC Trust within the BBC’s annual strategic governance framework, and shall be

included in the definition of “Contributed Programming”. Approval from either

organisation shall not be unreasonably withheld or delayed.

4 Financial level of the BBC contribution

4.1 Subject to paragraphs 4.2 - 4.4 and Note 1, between the Financial Years 2013/14 and

2016/17 the financial value of the Contributed Programming and other programme-

related and non-programme contributions (including, without limitation to the

generality of the foregoing, sub-titling) from the BBC as reflected in each annual

programming plan (together the “BBC’s Contribution”) will be as follows:

4.1.1 2013/14 £19.4 million – forecast

4.1.2 2014/15 £19.4 million – forecast

4.1.3 2015/16 £19.4 million – forecast

4.1.4 2016/2017 £19.4 million - forecast

Note 1

The figures above are subject to a 2.5% tolerance to allow for short-term timing

differences across the year end. Any variances from the figures set out above would

be matched by balancing variances in the following period, save that the sums set out

above must be expended in full on the BBC’s Contribution by the end of the

2016/17 Financial Year unless otherwise agreed by S4C.

4.2 For the avoidance of doubt the BBC may at any time increase the forecast budget

for for 2013/14, 2014/15, 2015/2016 and 2016/2017 and will inform S4C of any

such decision.

4.3 Any BBC proposal to reduce the planned real financial value of the contribution

from the levels indicated in this Deed shall be subject to prior consultation between

the S4C Authority and the BBC Trust under the BBC’s Royal Charter.

4.4 The BBC Trust shall not consent to any reduction in the financial level of the

forecast contribution in 4.1.1, 4.1.2 and 4.1.3 and 4.1.4 unless it is satisfied that the

public value of the BBC’s contribution to S4C, and to the S4C Service as a whole,

shall not be reduced by the proposed change.

5. Annual editorial planning framework

5.1 In this section, in all cases where agreement is required between the BBC and S4C,

or between the Audience Council for Wales (ACW) and the Authority, or between

the BBC Trust and the Authority, each party shall be under an equal and balancing

obligation to use all reasonable endeavours to reach such agreement. Neither party

shall act unreasonably or cause undue delay.

5.2 The understanding of both the BBC and S4C in relation to the supply by the BBC of

the drama series “Pobol y Cwm” is more particularly set out in a framework

agreement made between the parties and of even date with this Deed, but insofar as

“Pobol y Cwm” forms part of the Contributed Programming, the provisions of this

Deed shall also apply. However, in circumstances where either party intends to

implement a material change of programme supply in the areas of Sport or Pobol y

Cwm during the term of this Deed, either party shall:

5.2.1 in the case of Sport content featuring international rugby and/or RaboDirect

Pro12 provided as part of the Contributed Programming each give the other

at least twenty four months written notice of such an intention unless the

notice period is determined by the term of any relevant underlying sports

agreement;

5.2.2 in the case of Pobol y Cwm either party shall each give the other such notice

as may be required in accordance with the provisions set out in the

framework agreement.

5.3 The parties shall take the steps set out in Appendix 1, within the timescales set out

therein, in order to deal with the editorial planning and performance assessment of

the Contributed Programming. With particular reference to the ongoing provision of

the BBC News service as part of the Contributed Programming for the term of and

in accordance with the provisions of this Deed, the parties shall establish a Joint

News and Current Affairs Review Board (“the Board”) upon which there will be

equal representation of S4C and BBC officers. The Board will convene at least once

every four months and the Chairmanship of each successive Board meeting will

alternate between S4C and the BBC.

The Board will adopt terms of reference in the form set out in Appendix 5, to

include:

(i) monitoring and reviewing performance of the BBC News and Current Affairs

service against agreed objectives;

(ii) discussing the strategic development of the BBC News and Current Affairs

service on S4C;

The deliberations and decisions of the Board shall at all times be consistent with the

terms of this Deed.

5.4 At the outset of the first annual planning cycle under this Deed, the BBC shall, in

agreement with S4C, define its commitments and core programming obligations in

line with each of the BBC’s public purposes and Charter obligations.

5.5 At the outset of each annual planning cycle (see Appendix 1) and within the context

of the budgets noted in paragraph 4.1 above, the BBC (acting through BBC Wales)

shall consult S4C management about S4C’s likely requirements of BBC programming

in contributing to S4C’s published Content Strategy.

5.6 In developing its response to S4C’s Content Strategy the BBC shall enter into

discussion with S4C in order to seek to agree whether they consider that the

response meets the reasonable requirements of the S4C Authority and the public

purposes required by the BBC.

5.7 To evidence the total annual financial value of the BBC’s Contribution as set out at

4.1, BBC Wales shall prepare a programming plan, which shall be based upon S4C’s

published Content Strategy (as approved by the S4C Authority), and which shall

include hours of output by genre; an Editorial Synopsis for each programme strand

and performance indicators consistent with the BBC Trust’s public value

measurements. [see paragraph 9].

5.8 The Editorial Synopsis will contain the editorial specification and format, details of

topicality and ancillary content, the subject matter for individual programmes (where

agreed within the annual planning process), variations to the Terms of Supply,

delivery dates, technical standards, public value performance measurements and

S4C’s targets. The Editorial Synopsis will be in the form set out at Appendix 2. S4C

is in the process of simplifying its editorial synopsis with independent producers and

the parties shall negotiate in good faith any corresponding proposals by S4C to

simplify the Editorial Synopsis in Appendix 2. The delivery dates in each Editorial

Synopsis will be such as to allow S4C sufficient time to view the Contributed

Programming in advance of transmission, except for live programming or other

programming which, by its nature, needs to be made so close to transmission that it

is not reasonably practicable for S4C to be given the opportunity to view it in

advance of transmission.

5.9 Consultation between the BBC and S4C shall continue within the timescales set out

in Appendix 1 until the programming plan has been agreed.

5.10 Once the programming plan has been agreed, the S4C Authority and the ACW shall

assess the plan in consultation with the management of BBC Wales and S4C, and any

proposal to revise the substantive editorial contribution shall require the approval of

both management teams.

5.11 On final agreement of the programming plan, the joint recommendation of the ACW

and S4C Authority shall be submitted to the BBC Trust for approval within the

BBC’s annual strategic governance framework.

5.12 In the event that agreement cannot be reached:

(i) between the BBC and S4C under paragraph 5.4, 5.6 or 5.9 above; or

(ii) between the ACW and S4C Authority under paragraph 5.11 above,

the position shall be reported to the BBC Trust and to the S4C Authority.

5.13 In the event that:

(i) failure to agree is reported to the BBC Trust and to the S4C Authority under

paragraph 5.12 above; or

(ii) the Trust does not approve the recommendation put to it by the ACW and

the Authority jointly under paragraph 5.11 above,

the Chairmen of the Trust and the Authority shall meet with a view to reaching a

final agreement upon those matters. That meeting may, at the discretion of the

Chairmen jointly, take place under independent chairmanship if, in the opinion of

both Chairmen, this is likely to be conducive to reaching such agreement.

5.14 Where a meeting is to be held in the circumstances set out in paragraph 5.13 above,

the Chairmen may consult further with and invite further proposals from their

executives and the ACW.

5.15 Where, despite the reasonable endeavours of both parties, a final agreement cannot

be reached between the Trust and the Authority, both parties acknowledge that S4C

should have control over the commissioning of the Contributed Programming and

how the amounts set out in paragraph 4.1 are used, but consistent with the BBC’s

editorial values and obligations to the licence fee payer.

5.16 If the parties are unable to agree on the interpretation and extent of their obligations

under paragraph 5.15 or otherwise under this Deed, the Trust and the Authority

shall each reach its own conclusion internally on those matters, shall detail its

conclusion and the reasons for it to the other party, and shall accordingly take any

appropriate action.

5.17 The BBC and S4C, the BBC Trust and the S4C Authority shall act in goodwill and

jointly endeavour to ensure that the programming plan proposed for broadcast

during each calendar year is approved by September of the preceding year in line

with the planning cycle detailed here (see Appendix 1).

5.18 The BBC warrants that the BBC’s Contribution supplied to S4C pursuant to this

Deed shall be in accordance with the final programming plan and the Editorial

Synopses (as may be varied by agreement between the BBC and S4C).

5.19 If the BBC is or will be unable to supply any Contributed Programming to S4C in

accordance with the relevant programming plan or Editorial Synopsis, due to any

event beyond its reasonable control which had not occurred or was not foreseen at

the time when the relevant programming plan or Editorial Synopsis was finalised, the

BBC shall promptly notify S4C of that event and its consequences for the

Contributed Programming. The BBC shall, in consultation and agreement with S4C

and at the BBC’s own cost, make appropriate variations to the affected Contributed

Programming so as to minimise, so far as is reasonably practicable, any adverse

effects of the event in question. Subject to it complying with this paragraph 5.19, the

BBC shall not be deemed to be in breach of paragraph 5.18 to the extent that it

would otherwise be in breach of that paragraph by reason of the event in question.

5.20 Without prejudice to and notwithstanding all the preceding provisions of this section,

the final decision as to whether to broadcast any of the Contributed Programming

shall rest solely with S4C.

6. Editorial Responsibility

6.1 Decisions on editorial matters regarding the Contributed Programming will be taken

in accordance with the annual planning framework and process set out at paragraph

5 above. As set out at paragraph 5.8 and in Appendix 2, the Editorial Synopsis will

contain the editorial specification.

6.2 The BBC acknowledges that S4C as broadcaster will have the final decision on when

to transmit the Contributed Programming on its services.

6.3 The BBC shall advise S4C of its plans in relation to any new technology or

application which is relevant to the BBC Contribution and the parties shall discuss

the same and reflect any matters agreed by them in respect of such new technology

or application in the Editorial Synopses.

7. Annual performance review

7.1 The BBC recognises that the S4C Authority is under a duty to prepare and publish

an Annual Report to Parliament on the performance of its public services. The S4C

Authority will set the specific annual targets for its public services in its annual

statement of programme policy. This will include without limitation statutory targets,

targets set by Ofcom, targets set out in S4C’s corporate plan as well as reference to

Ofcom’s requirements for public service broadcasting.

7.2 The S4C Authority and BBC Trust (advised by the ACW) shall review the

performance of the BBC’s contribution annually and separately against the declared

targets referred to in paragraph 9, and in the context of overall S4C channel

performance. The S4C Authority shall be invited to share its assessment with the

BBC Trust prior to the conclusion and publication of the Trust’s own assessment.

7.3 In all cases where reasonable concerns are raised by the BBC Trust or the S4C

Authority regarding the performance of the BBC’s contribution against the agreed

targets, the Trust and Authority shall be under an equal and balancing obligation to

use all reasonable endeavours to resolve these matters. They should consult BBC

Wales and S4C management as may be necessary to inform such a resolution.

7.4 In addition to the requirements set out at paragraph 5, the senior executives of both

the BBC and S4C shall convene regular and joint executive meetings to assess and

monitor the impact of the BBC contribution against the agreed targets and to share

information on programme content, the production process and scheduling.

8. Compliance of the BBC Contribution with S4C Compliance and Legal

requirements

8.1 With regard to the BBC’s contribution of programmes and services, the BBC agrees

that this requirement places obligations on the BBC to provide programmes and

services that comply with, and enable S4C to fulfil, S4C’s legal and compliance

responsibilities as a broadcaster.

8.2 The BBC warrants that:

8.2.1 all programmes and services supplied as part of the BBC’s Contribution will

be produced in accordance with BBC guidelines, including but not limited to

the BBC’s Editorial Guidelines, the BBC’s Fair-Trading Policy the BBC’s Child

Protection Policy and the BBC ’s Health and Safety Policy, and with S4C’s

High Definition Policy (as amended in accordance with the provisions of this

clause) and S4C’s Brand Guidelines (insofar as S4C’s Brand Guidelines do not

conflict with the additional provisions agreed by the Parties and annexed

hereto as Appendix 6) and will be compliant with the legal and compliance

obligations which apply to the S4C Service. The BBC undertakes to provide

clarity on the migration of the Contributed Programming to HD delivery as

part of the Annual Editorial Planning Framework although this migration is

expected to be subject to both financial and operational constraints. The BBC

also undertakes

• that Pobol y Cwm shall be delivered in HD and that the migration of the

BBC’s other Contributed Programming shall be in advance of, or no later

than, the migration of the BBC’s English language television services for

audiences in Wales.

8.2.2 the technical delivery materials and paperwork for the BBC’s Contribution

shall comply with S4C’s technical requirements as published from time to

time; and

8.2.3 all waivers rights and consents which may be required for the exercise of the

rights as set out in the Terms of Supply and/or otherwise set out in the

Editorial Synopsis including without limitation moral rights, all performers’

proprietary rights, copyright licences in respect of third party copyright

material, the making available right and the rental and lending rights, the rights

of communication to the public and satellite and cable retransmission rights

and the agreement by all relevant persons shall be obtained prior to

broadcast of the Contributed Programming by S4C.

Nothing in this paragraph 8.2 shall prejudice the provisions of paragraph 8.1.

8.3 The BBC confirms that the BBC continues to indemnify S4C and the S4C Authority

for any legal liability (including, without limitation, any liability or cost incurred as a

result of defending or settling a claim alleging such liability), whether founded in tort,

contract or otherwise howsoever, arising from the production, contents, broadcast

or exploitation on New Media in accordance with the Terms of Supply of any

programme, services or billing provided to S4C by the BBC. S4C shall notify the BBC

in writing of any such claims as soon as reasonably practicable after S4C is formally

notified of the relevant claim but S4C’s rights under the indemnity under this

paragraph 8.3 shall not be prejudiced or affected by any failure to comply with this

obligation, save to the extent that the legal liability in question is incurred as a

consequence of such failure. S4C shall permit the BBC to fully participate, at its own

cost and subject to the BBC keeping details of such claim and its defence confidential

(save as required by law or applicable regulation), in the defence of any claim

provided S4C does not settle such claim without the BBC’s prior agreement (such

agreement not to be withheld where a settlement is proposed on the basis of advice

by experienced counsel).

8.4 The BBC shall also enable S4C managers to view a programme or script a reasonable

time in advance of transmission if they are concerned it may not fulfil the

requirements of the Communications Act 2003, the S4C Authority Codes or

Ofcom’s Broadcast Codes, except in the case of live programming or programming

which, by its nature, needs to be made so close to transmission that it is not

reasonably practicable for S4C managers to be given the opportunity to view it in

advance of transmission. However these materials shall only be supplied after the

programme has been completed.

8.5 If S4C consider that a programme is or is likely to be in breach of S4C’s compliance

or legal obligations, S4C shall request the BBC to edit the programme to make it

compliant with S4C’s obligations. The BBC shall take serious note of any points in

respect of compliance made by S4C and wherever possible will seek to respond to

S4C's concerns by amending the programme in order to make it compliant with

S4C's obligations and the BBC's own editorial obligations. The decision on whether

to alter the programme will lie with the BBC. Any failure to agree and any failure to

amend the programme will not diminish the obligations of the BBC as set out in s58

of the Broadcasting Act 1990 and paragraphs 8.1 to 8.3 above.

8.6 The final decision on whether and when to transmit the programme (on the S4C

channels) will lie with S4C. As set out at paragraph 5.8 and in Appendix 2, the

Editorial Synopsis will contain planned delivery dates.

8.7 Any complaints received in respect of the BBC’s Contribution shall be dealt with in

accordance with the procedure set out in Appendix 4.

9. Annual Performance Measures

9.1 The BBC Trust (advised by the ACW )and S4C Authority shall use the framework

described below as the basis for setting a series of annual performance measures,

and for conducting an annual assessment of the BBC’s contribution of programming

to S4C. Both exercises shall consider the BBC’s contribution in the context of S4C’s

overall channel performance, and the scheduling of the BBC’s programmes. This

exercise will take place at the same time as the BBC Trust’s assessment of the S4C

services as set out in the Operating Agreement.

Each partner shall aid the performance assessment regime by disclosing relevant

performance data on a confidential basis in accordance with paragraph 14 to the

other partner.

The framework:

9.1.1 Reach:

• the BBC’s programme supply should contribute to S4C’s total weekly

audience reach by aiming to maximise its own weekly reach across a

broad range of viewers;

• the BBC’s programmes should contribute towards on-demand consumption

of content provided as part of the BBC’s Contribution, and the

development of both partners’ on-demand services. This usage will be

measured over all internet, cable and emerging platforms (including those

operated by both the BBC and S4C);

• wherever practicable, overall reach should include estimated on demand

usage.

9.1.2 Quality:

• the BBC’s programme supply should contribute to the quality, distinctiveness

and creative excellence of the S4C services;

• the BBC’s programme supply should achieve significant audience

appreciation (measured by tracking appreciation of specific

programming strands over time and through benchmarking with

appreciation scores achieved by S4C’s independently-produced programme

supply);

• the programming supply should comprise new first run UK content and not

repeats or acquisitions, except as agreed within the annual planning process;

9.1.3 Impact:

• the BBC’s programme supply should achieve high awareness among licence

fee payers (measured by awareness of the BBC’s contribution in its totality

and of its key individual programme strands);

• the programming supply should support the delivery of the BBC’s Public

Purposes, S4C’s Content Strategy and the S4C Authority’s wider strategic

aims.

9.1.4 Cost and value-for money: the BBC’s programmes should represent value-for-

money to licence-fee payers (measured by cost per user hour and any other relevant

metrics used for the purposes of the Operating Agreement – measured both over

time and through benchmarking with S4C’s independently-produced programme

supply on a basis consistent with S4C’s measurement of cost per user hour and

measured by cost per hour on the basis of the genres used in S4C’s annual report).

9.2 The Editorial Synopsis will include a set of performance indicators (in the form set

out at Appendix 2) for the programmes which constitute the BBC’s contribution for

the year in question, in order to contribute to the annual review of performance.

9.3 Where, despite the reasonable endeavours of the BBC Trust and S4C Authority, an

agreement cannot be reached on appropriate performance measures, the Trust shall

make a final determination on behalf of licence fee payers and the S4C Authority

shall make a final determination in respect of appropriate performance targets for

S4C services.

9.4 The BBC Trust shall publish in advance the overall budget and performance

indicators that they expect the BBC’s contribution to S4C to meet, and only

following consultation with the S4C Authority. The S4C Authority will set out

annually in advance the performance measures which they expect to apply to the

overall S4C Service (including the BBC’s contribution) .

10. Accountability

10.1 The BBC Trust and S4C Authority shall seek to ensure that the development and

fulfilment of the Strategic Partnership Agreement are guided by the complementary

public goals of both organisations.

10.2 Both bodies shall seek to create a stronger and more systematic link to the views of

Welsh language audiences. To this end, the executive teams of BBC Wales and S4C

shall be invited to explore new ways of providing Welsh language viewers and

listeners with the opportunity to contribute their views on a wide range of topics,

exploiting traditional and multi-media fora. Where appropriate audience feedback

shall be routinely shared by the two bodies.

10.3 To support the annual performance review framework, the BBC Trust and S4C

Authority may, from time to time, jointly commission external research or

independent advice to supplement information received from senior mangers within

both organisations.

10.4 The Chairmen of the BBC Trust and S4C Authority shall meet on a biennial basis to

review the Strategic Partnership, and explore opportunities to deepen the

relationship between the two bodies.

11. Archive

11.1 The BBC grants to S4C and its independent producers the right to access and use

clips subject in each case to the prior editorial consent of the BBC (such consent not

to be unreasonably withheld) from the BBC Cymru audio visual and audio archive

free of any clip licence charges for the purpose of programmes and other content

commissioned by S4C for transmission and exploitation on S4C’s Services subject to

the payment of customary BBC library research and technical costs together with

any outstanding consents having being obtained from the owners of any underlying

rights and (if required) the payment of any use fees, repeat fees and residual fees that

may be due to the owners of any underlying rights.

11.2 The BBC Cymru archive in this context means the BBC Welsh language radio

archive together with the television archive of BBC copyright programmes produced

by the BBC for broadcast on the services of S4C (including Welsh language

programmes produced by the BBC prior to 1982) together with English language

television programmes insofar as the same have been commissioned as BBC

copyright programmes for transmission on the services of the BBC in Wales.

11.3 Clips in this context means edited extracts of the material referred to in sub-

paragraph 11.2 being no longer than 5 (five) minutes per 30 (thirty) minutes or less

of programme running time.

11.4 Clips supplied by the BBC to S4C and its independent producers cannot exceed 25%

of the total running time of the programme.

11.5 The BBC, subject to its own editorial requirements, will also give due consideration

to requests which may on certain occasions exceed the thresholds set out in 11.3

and 11.4.

11.5 The BBC shall endeavour to meet all library requests within three working days of

receipt.

11.6 Any commercial exploitation or other use of the clips by S4C and its independent

producers shall be subject to additional BBC consent and the prevailing market rates

of BBC Motion Gallery.

12. Review of Agreement

12.1 This Deed shall be subject to review by the BBC Trust and S4C Authority during

2016. It is the intention of the parties to renew this Deed on the same terms with

effect from 1st

April 2017, subject to:

(a) the parties agreeing what figures should appear in paragraph 4.1;

(b) any governance changes affecting the BBC Trust, the S4C Authority or S4C

which are relevant to this Deed; and

(c) such other variations to this Deed as the parties may agree.

13 Force Majeure

13.1 Without prejudice to paragraphs 1.1 and 13.5 neither party shall be liable for any

failure to perform or delay in performance of any of its obligations under this Deed

caused by circumstances beyond the reasonable control of a party to this Deed

(including a labour dispute between a party to this Deed and its employees as well as

a labour dispute between a third party and its employees) (a 'Force Majeure Event').

13.2 The party claiming the Force Majeure Event shall promptly notify the other party in

writing of its reasons for the delay or stoppage and its likely duration and shall take

all reasonable steps to overcome the delay or stoppage.

13.3 Any costs arising from such delay or stoppage shall be borne by the party incurring

those costs;

13.4 The party claiming the Force Majeure Event shall take all reasonable steps necessary

to bring that event to a close or to find a solution by which its obligations under this

Deed may be performed despite the Force Majeure Event;

13.5 Nothing in this paragraph 13 shall diminish or replace the obligations of the BBC

under paragraph 4.1 for the relevant financial year.

14. Confidentiality

14.1 Each Party (the "receiving party") undertakes to the other (the "disclosing party") to

keep confidential at all times all and any information disclosed to the receiving party

by the disclosing party pursuant to paragraph 9 above (the "Confidential

Information") and to use it only for the purposes of paragraph 9 and not for any

other purposes (but subject to paragraph 14.2).

14.2 In addition—

14.2.1 the BBC Trust may use Confidential Information where necessary for the

proper performance of any of its functions under the BBC Charter or BBC

Agreement; and

14.2.2 the Members of the S4C Authority may use Confidential Information where

necessary for the proper performance of any of their supervisory or strategic

functions in relation to S4C or any services provided by S4C.

14.3 The receiving party may only disclose Confidential Information in confidence to such

of its directors, employees and professional advisers and (where the BBC is the

receiving party) trustees of the BBC Trust or (where S4C is the receiving party)

members of the S4C Authority who reasonably need access to the Confidential

Information for the purpose of paragraph 9 and provided that all such persons to

whom Confidential Information is so disclosed are informed of the terms of this

Deed and (i) are obliged by their contracts of employment or service or terms of

appointment or engagement not to disclose the same or, as the case may be, (ii)

enter into legally binding confidentiality agreements on equivalent terms to this Deed.

Each Party shall be responsible for the performance of paragraph 14.1 on the part of

its directors, employees and professional advisers and (in the case of the BBC)

trustees of the BBC Trust or (in the case of S4C) members of the S4C Authority to

whom Confidential Information is disclosed pursuant to this paragraph 14.2.

14.4 For the purposes of this paragraph 14, Confidential Information shall not include

information which:

14.4.1 entered or subsequently enters the public domain without breach of this

Deed or any other obligation of confidentiality by the receiving party;

14.4.2 the receiving party can demonstrate was already in its possession or known

to it by being in its use or being recorded in its files or computers or other

recording media prior to receipt from the disclosing party and was not

previously acquired from the disclosing party under any obligation of

confidentiality;

14.4.3 is disclosed to the receiving party by a third party without breach by the

receiving party or such third party of any obligation of confidentiality owed to

the disclosing party;

14.4.4 the receiving party can demonstrate is independently developed or

discovered by or for it not as a result of any activities referred to in

paragraph 9;

14.4.5 is hereafter disclosed by the disclosing party to a third party without

restriction on disclosure or use;

14.4.6 is disclosed by the receiving party with the prior written permission of the

disclosing party; or

14.4.7 is required to be disclosed:

(a) in accordance with the Freedom of Information Act 2000, if applicable,

(b) pursuant to the BBC Charter or BBC Agreement, or

(c) otherwise is required to be disclosed by law, order of court, the

requirements of any regulatory or taxation authority or the rules of any

stock exchange.

15 Notices

15.1 Any notice or other communication which either party is required by this Deed to

serve on the other party shall be sufficiently served if sent to S4C at its specified

address at the head of this Deed or in the case of the BBC to BBC Cymru Wales ,

Broadcasting House, Llandaff, Cardiff CF5 2YQ as follows:

15.1.1 by hand;

15.1.2 by registered or first class post or recorded delivery; or

15.1.3 by facsimile transmission confirmed by registered or first class post or

recorded delivery.

Notices sent by registered post or recorded delivery shall be deemed to be served three (3)

working days following the day of posting. Notices sent by facsimile transmission shall be

deemed to be served on the day of transmission if transmitted before 4.00 p.m. on a

working day, but otherwise on the next following working day. In all other cases, notices are

deemed to be served on the day when they are actually received.

16. Entire Agreement

Subject to the remainder of this paragraph this Deed and its Appendices constitutes

the entire agreement between the parties relating to the subject matter hereof and

supersedes all previous agreements between the parties relating to such matters. No

future variation to the terms of this Deed shall be effective unless made in writing

and signed by each of the parties. In the event of any conflict between this Deed and

the provisions of any agreement relating to rights which have been jointly acquired

by the Parties, the latter shall prevail.

17. Governing law

This Deed is governed by and shall be construed in accordance with the laws of

England and Wales.

THIS DEED is duly executed by the parties hereto but remains undelivered until the day

and year first before written.

Appendix 1

Editorial planning and performance assessment schedule

Activity Broadcast

year 2013

Broadcast

year 2014 Broadcast

year 2015

Broadcast

year 2016 +

Q1 2017

BBC Wales/S4C mgt

Consultation over programme

strategy [5.4]

[Subject to

renewal of

SPA]

June 2013

June 2014

June 2015

BBC Wales

Development of proposals, in

consultation with S4C

management [5.5/5.6]

[Subject to

renewal of

SPA] July 2013

July 2014

July 2015

BBC Wales/S4C mgt

Proposals discussed and

agreed [5.8] or failure to agree

reported to BBC Trust/S4C

Authority [5.11]

[Subject to

renewal of

SPA]

September

2013

August

2014

August

2015

S4C Authority/ACW

Assess proposals, inc

consultation with BBC Wales

and S4C management [5.9]

[Subject to

renewal of

SPA]

September

2013

September

2014

September

2015

S4C Authority/ACW

Joint recommendation (or

failure to agree) reported to

BBC Trust [5.10]

[Subject to

renewal of

SPA]

October

2013

October

2014

October 2015

BBC Trust approval [5.10] [Subject to

renewal of

By

November

By

November

By November

2015

SPA] 2013 2014

S4C Authority assessment of

output performance May 2014 May 2015

May 2016

May 2017

S4C assessment shared with

the ACW and BBC Trust June 2014 June 2015

June 2016

June 2017

BBC Trust assessment of

performance shared with S4C

Authority July 2014 By July 2015

By July 2016

By July 2017

Review and (if appropriate)

renewal of Agreement by BBC

Trust and S4C Authority

July –

October 2016

Appendix 2

THE EDITORIAL SYNOPSIS

DYDDIAD A CHYFEIRNOD Y SYNOPSIS:

MANYLION GOLYGYDDOL AR GYFER RHAGLENNI BBC CYMRU AR S4C

1. Gwybodaeth am y Rhaglen

Teitl

(Noder os mai teitl dros dro ydyw)

Gofal Cynhyrchu

(Pennaeth Adran, BBC Cymru neu

Uwch Gynhyrchydd)

(Y pwynt cyswllt cyntaf fydd Rheolwr

Rhaglenni Cymraeg, BBC Cymru)

Nifer y rhaglenni x hyd y

slot

(Yn cynnwys teitlau a chredyd

cynhyrchu)

Union hyd y rhaglenni

(Union hyd rhwng a gyda toriad

hysbysebu)

Nifer y toriadau hysbysebu

sydd eu hangen

\Genre( )\

\SubGenre( )\

Ffuglen Cyfres

Drama gyfres

Cyfres fer

Unigol

Drama ddogfen

Adloniant Comedi

Arall

Ffeithiol Cyff. Digwyddiadau

Ffeithiol Cyff.

Adloniant Ffeithiol

Ffilm Theatrig

Cerddoriaeth Clasurol / Perff.

Cyfoes / Arall

Materion

Cyfoes

Addysg Ysgolion

Arall

Newyddion

Plant Animeiddio

Drama

Adloniant

Ffeithiol

Meithrin

Chwaraeon

Sianel

(y sianel ar gyfer y darllediad 1af)

Brand Strategaeth Rhaglenni

S4C

(Uchelfannau, Gwledig, Adloniant,

Teulu ayyb)

Cyn neu ar ôl 9pm

Cyn 9pm Ar ôl 9pm

2. Golygyddol / Creadigol

Crynodeb

Disgrifiad golygyddol, i gynnwys:

▫ ydy’r rhaglen yn gyfoes neu’n gyfnodol?

▫ ai addasiad neu waith gwreiddiol?

▫ manylion unrhyw elfennau rhyngweithiol

a’u bwriadau

▫ awgrymiadau am ddeunydd atodol ar y

we

▫ cysylltiadau â Radio Cymru a/neu

Cymru’r Byd

Natur Amserol

Noder unrhyw ddigwyddiadau / gyhoeddiadau

neu achlysuron sy’n gysylltiedig â’r rhaglen

neu’r gyfres, e.e. arddangosfeydd, dathliadau,

gwyliau, cofiannau, llyfrau, DVD ac ati

Sgriptio

Awdur sengl / cyd awduron / tîm

Cyfarwyddo

Manylion creadigol perthnasol

▫ arddull cyfarwyddo

▫ gwahanol fformatau ayyb

Cynllunio ac Effeithiau

Set / effeithiau arbennig/ propiau

Castio

Disgrifiad i gynnwys:

▫ amcanion castio (profiadol / talent

newydd)

▫ enwau / personél allweddol

▫ nifer cast craidd

▫ nifer rhannau gwadd ym mhob rhaglen

▫ portread ar sgrin (oedran, cymysgedd

ethnig, materion amrywiaeth)

▫ nifer ychwanegolion

▫ acenion

▫ plant - manylion a threfniadau gwarchod

Teitlau

Naws, sain a cherddoriaeth a bwriadau

gweledol

Cerddoriaeth

Amcanion creadigol gan gynnwys recordiadau

neu ffynonellau cerddoriaeth

Rhyngweithio

Gwefan

Unrhyw faterion golygyddol eraill

e.e.:

▫ amlinelliad / trefn y rhaglen

▫ elfennau rhyngweithio

▫ safle we

3. Agweddau Golygyddol Allweddol

Enw

Talent allweddol ar gamera/

Cyflwynydd(wyr) a Chyfranwyr

Storïwr(wyr)/ Llais(Lleisiau)

Awdur(on)

Uwch Gynhyrchydd(wyr)

Cynhyrchydd (wyr)

Cyfarwyddwr (wyr)

Cyfarwyddwr (wyr) Ffotograffiaeth

Lleoliad arbennig

Eraill

4. Manylion Cynhyrchu

i) Cynhyrchu

Prif gyfnod ffilmio arfaethedig

Math o ffilmio ac adnoddau

e.e. Stiwdio, Lleoliad, Camera Sengl/Dau neu

Aml-gamera.

Recordio o flaen llaw/Fel bo’n fyw neu Yn fyw

neu arall – noder os gwelwch yn dda.

Fformat Cynhyrchu

DV, Digi, High Def, Super 16mm, arall –

noder manylion unrhyw fformat a ddefnyddir

os gwelwch yn dda

Lleoliad daearyddol y ffilmio

Gwlad (DG neu fel arall)

Nifer y dyddiau, Lleoliad cyson, Sylwadau

(Visa, ardal elyniaethus etc.)

Cymhareb Stiwdio i Leoliad Cyfanswm

Nifer y dyddiau ar leoliad

Nifer y dyddiau yn stiwdio

Gofynion technegol arall

Manylion e.e. SMS neu MMS

Linc lloeren Oes / Nac oes

Rhyngweithio Oes / Nac oes

Ar lein Oes / Nac oes

Arall

Manylion

Archif – lluniau BBC sy’n bodoli

eisoes

Munudau y rhaglen / canran.

Archif – lluniau S4C sy’n bodoli

eisoes

Munudau y rhaglen / canran.

Archif – arall

Ffynhonnell debygol a munudau. Noder y

fformat.

Ffilmio cyfrin

Rhowch fanylion os yn briodol

Oes / Nac oes

Camera cudd

Rhowch fanylion os yn briodol

Oes / Nac oes

Defnydd o CCTV

Rhowch fanylion os yn briodol

Oes / Nac oes

Effeithiau arbennig

Rhowch fanylion os yn briodol

Oes / Nac oes

Styntiau

Rhowch fanylion os yn briodol

Oes / Nac oes

Unrhyw elfennau cynhyrchu arall

penodol

e.e. Rhyngweithio

ii) Ôl Gynhyrchu

Ôl gynhyrchu

Manylion perthnasol creadigol

▫ Arddull y torri/golygu

▫ Effeithiau gweledol

▫ gofynion ychwanegol/animeiddio

▫ Graddio/Gwir olygu

Graffeg

Is deitlo Oes / Nac oes

CGI ac effeithiau gweledol arbennig

Effeithiau gweledol allai amharu ar y

llygaid

5. Ystyriaethau busnes a chyllid

Partïon Cyd gynhyrchu (os yn briodol)

Noder unrhyw ofynion golygyddol yn adran 2.

Dylid nodi unrhyw effaith ar y pecyn a’r

hawliau darlledu yn adran 6 isod.

Trefniadau ar gyfer unrhyw safle we

fydd yn gysylltiedig â’r rhaglen.

Polisi Amddiffyn Plant

Nodwch pa Bolisi

Amddiffyn Plant sy’n berthnasol

(Polisi’r BBC/Polisi S4C)

Person Dynodedig

(Os mai Polisi Amddiffyn Plant S4C sy’n

berthnasol)

Polisi Iechyd a Diogelwch

Nodwch pa Bolisi Iechyd a Diogelwch sy’n

berthnasol

(Polisi’r BBC/Polisi S4C)

Person Cymwys

(Os mai Polisi Iechyd a Diogelwch S4C sy’n

berthnasol) Dylid cadarnhau fod y person sydd

wedi ei benodi yn meddu cymhwyster dilys.

6. Darllediadau Pellach

Hawliau

I gyd fynd a’r hawliau sydd yn Atodiad 3 o’r

Cytundeb Partneriaeth BBC/S4C

Nodwch os cytunwyd ar unrhyw drefniant

gwahanol

Cliriadau a sicrhawyd

Nodwch:

(a) beth sydd wedi ei glirio

(b) beth sydd yn gliriadwy

(a)

(b)

Darllediadau/defnydd eraill a rag-

brynwyd yn y gyllideb.

Yn cynnwys manylion am yr holl

gyfranwyr/gyfraniadau, deunydd trydydd parti

(gan gynnwys cerddoriaeth).

Cytundebau undebol ar gyfer

cyfranwyr y bydd iddynt daliadau

defnydd pellach yn ddyledus.

Amcangyfrif o’r costau ychwanegol i’r

BBC os yn berthnasol

Amcangyfrif o’r costau ychwanegol i

S4C os yn berthnasol

7. Cyfleu a Gofynion Technegol

Amserlen Gyfleu

Ar gyfer tapiau, gwybodaeth electroneg a’r

gwaith papur. Dylid nodi manylion am y dull

o gyfleu (lawr y lein/tap/yn fyw ayyb)

Dyddiad cyfleu ar gyfer unrhyw

ofynion eraill.

e.e. Elfennau Ar-lein/Rhyngweithio/Gofynion

Swyddfa’r Wasg.

Nodwch unrhyw elfen amserol neu

gyfyngiad ar ddarlledu

e.e. slot rhyngweithio penodol

Fformat

Y fformat arferol yw Digibeta 16:9 FHA yn

SD. Nodwch os cafwyd cytundeb i gyfleu yn

wahanol e.e. HD

Gofynion Technegol Arbennig

Disgwylir i’r rhaglenni gydymffurfio â gofynion

technegol S4C. Nodwch unrhyw eithriad neu

ofynion arbennig.

Credyd Cynhyrchu BBC Cymru

Safle: Ar yr un cerdyn â’r Hysbysiad

Hawlfraint neu unrhyw leoliad arall oni bai y

cytunir yn wahanol

Y credyd i ymddangos ar bob fersiwn o’r

Rhaglen ym mhob cyfrwng yn y DG.

Cynhyrchiad

BBC Cymru [Insert logo]

ar

[S4C logo]

© BBC MM..

Credyd Cynhyrchu Cwmni

Annibynnol ar gyfer BBC Cymru

Safle: Ar yr un cerdyn â’r Hysbysiad

Hawlfraint neu unrhyw leoliad arall oni bai y

cytunir yn wahanol

Y credyd i ymddangos ar bob fersiwn o’r

Rhaglen ym mhob cyfrwng yn y DG yn ystod

Cyfnod y Drwydded

Cynhyrchiad

[Company name or Logo]

ar gyfer

BBC Cymru [Insert logo]

ar

[S4C logo]

© [cwmni cynhyrchu] MM..

Unrhyw Ofynion Credydau arbennig

Dull darlledu

Byw Stiwdio

Lleoliad

Tâp - o’r BBC

o S4C

Dull Isdeitlo

Byw

Ffeil

Deunydd 4:3 ar sgrîn lydan

Oes / Nac oes

Os oes pa ddull a ddefnyddir

i’w dangos

8. Targedau S4C a Mesuriadau Perfformiad Gwerth

Cyhoeddus y BBC (i’w hychwanegu)

Targed Mewn

gwirionedd

Manylion y Gynulleidfa

Oedran:

Demograffeg:

Rhyw:

Mesuriadau Perfformiad

Cynulleidfa darged Darllediad

1af.:

Ailddarllediad:

Omnibws;

Gwerthfawrogiad:

Appendix 3

Terms of Supply

A. This Appendix sets out the standard package of rights to which (unless amended in the

Editorial Synopsis) S4C shall be entitled in respect of the Contributed Programming.

The BBC’s General Terms for the Production of Television Programmes by

Independent Producers dated July 2004 (and updated in July 2010) allows the BBC to

supply independently commissioned programmes as part of the Commissioned

Programmes for such transmissions on the services of S4C as may be required by the

BBC insofar as the same are consistent with the permitted number of transmissions

set out in S4C`s Code of Practice for Programmes Commissioned by S4C.

In the event that S4C Terms of Trade (Second Edition) are amended or changed S4C

shall enter into good faith negotiations with the BBC to establish what changes (if any)

are required to the Terms of Supply and the BBC shall agree any reasonable changes

to the Terms of Supply insofar as the same do not conflict with the public purposes of

the BBC.

Subject to the remainder of this paragraph, the rights, the main provisions of which are

set out in the definition of “Rights” below, to which S4C shall be entitled in respect of

the Contributed Programming shall therefore be the same as S4C’s rights under the

S4C Terms of Trade Second Edition. It is acknowledged that exceptions to this

general rule may be negotiated and agreed as part of the Editorial Synopsis for

programme strands. It is also acknowledged that in the event of a conflict between the

S4C Standard Terms of Trade and this Appendix, this Appendix will prevail.

B. The Rights shall survive expiry of the Strategic Partnership Deed.

C. In this Appendix the following words shall have the following meanings:-

Interpretation and Definitions

“Licence Period” Programmes made in-house by the BBC and

Children’s and Educational programmes made by the

independent sector:- the period from the date when the

programme is made until the seventh anniversary of the date

of first broadcast of the Contributed Programming (or in the

case of a series, the seventh anniversary of the first broadcast

of the last episode by S4C) and any extension which is agreed;

Programmes (other than Children’s and Educational

Programmes) made by the independent sector:- the

period from the date when the programme is made until the

fifth anniversary of the date of first broadcast of the

Contributed Programming (or, in the case of a series, the fifth

anniversary of the first broadcast of the last episode by S4C)

and any extension which is agreed;

“Educational

Programmes” programmes denoted as such in the Editor

Synopsis;

“Children’s programmes denoted as such in the Editorial

Programmes” Synopsis;

“Territory” the UK with non exclusive overspill rights outside the UK on

platforms whose signal is not limited to the UK including

without limitation unencrypted satellite, website use and

methods of exploitation by way of New Media;

“New Media” all so called “new media” now known or hereafter invented

including without limitation webcasting, on demand, online

usage, interactive applications and mobile technology and

regardless of the device on which the Programme is viewed;

“S4C Service” services provided free of charge by S4C or its subsidiaries;

“Simulcast” simultaneous exhibition, broadcast or transmission of the

Programme (or part of it) on more than one medium or

platform now or hereafter known, including (without

limitation) digital television (both standard and high definition)

and via New Media;

“Timeshift Transmissions” broadcast or transmission of the Programme on any S4C

Service from time to time that carries a time-delayed re-

broadcast of output of any constituent element of the S4C

Service together with the right to Simulcast the same.

“Rushes” material produced in the course of producing the contributed

Programming but not featured in the Contributed

Programming as delivered to S4C.

“Clips” clips from the Contributed Programming.

“Rights” as follows:-

Transmission rights and holdback

1. The sole and exclusive right to exploit the Contributed Programming in the Territory

during the Licence Period:-

1.1 with or without signing and/or English or Welsh subtitles and/or audio

description and/or (with the BBC’s approval) an English language commentary;

1.2 by any means of television on any platform (including without limitation cable,

terrestrial, IPTV and satellite) whether linear or interactive, digital, standard

definition or high definition;

1.3 on the S4C Services

1.4 by means of Simulcast

1.5 by means of a specific number of transmissions, as noted below:-

2. Children’s and Educational Programmes– unlimited transmissions throughout

the Licence Period.

3. Programmes made in house by the BBC (other than Children’s and

Educational Programmes) – sixteen transmissions.

4. Other categories of programme produced by the independent sector – three packages

of broadcasts each package comprising up to six transmissions within a 28 day period;

5. Save for the provision of back to back sports coverage which is agreed by S4C as part of

the programme plan and without prejudice to paragraph 1 above, during the Licence

Period the BBC shall not exploit or authorise or permit the exploitation of the

Contributed Programming on television and in any language in the Territory. The BBC

shall not, at any time before the date of first transmission of the Contributed

Programming until the expiry of 28 days after such first transmissions or, in the case of a

series, 1 month after the first transmission of the last episode by S4C, exploit any

versions of Contributed Programming in the Entertainment genre on television in the

Territory. Any variation to be agreed within the editorial process. This holdback shall

not apply to New Media exploitation by the BBC except during the exclusive New

Media windows to which S4C is entitled below.

6. Simulcasts shall count as one transmission. Signed or audio described transmission

between the hours of midnight and 6am shall not count as a transmission under 2,3 or

4 above.

7. Timeshift Transmissions of Programmes to which members of Equity, the Writers

Guild or the Musicians Union have contributed shall be subject to the necessary rights

having been obtained in negotiation with such Unions and on terms approved by S4C.

New Media Rights

1. The right during the periods below to exploit the Contributed Programming or parts

thereof in a linear format without impairing or interrupting the original order or

sequence of the Contributed Programme on New Media (whether in a streamed or

downloadable format but only in a format which prevents the viewer from keeping a

copy of it once the period of the viewer’s licence has expired) and whether on a

standalone basis or as part of any other service or portal through any medium and in

any format and on any platform now or hereafter known and to keep all income

derived therefrom as follows:

1.1 on an exclusive basis if at the same time as the first television transmission of the

Contributed Programming on the S4C public services. It is acknowledged that

S4C’s rights under this clause in respect of stand-alone news provision (excluding

current affairs and stand-alone politics programmes) shall be non exclusive;

1.2 on a non-exclusive basis for the first seven (7) days after the first television

transmission of the Contributed Programming by S4C and thereafter on a non

exclusive basis for a further twenty eight (28) days at a different time to any

television broadcast of the Contributed Programming on the S4C Services and

‘on demand’ by the viewer.

1.3 on a non exclusive basis if at the same time as the transmission of any repeat of

the Contributed Programming on the S4C Service and also on a non-exclusive

basis for the first thirty-five (35) days thereafter at a different time to any repeat

television broadcast of the Contributed Programming on the S4C public services

and ‘on demand’ by the viewer.

2. If S4C foresees at the time of discussing and agreeing the Editorial Synopsis for any of

the Contributed Programming or at any time thereafter that S4C would like to

exercise the New Media Rights in any of the Contributed Programming more

extensively than the licence granted above or in any manner which is different to the

licence granted above, S4C will discuss its plans with the BBC which will endeavour to

agree terms to enable S4C to do so.

3. The foregoing rights shall include the right to perform all such technical evolutions as

are necessary to enable the full exploitation by S4C of the New Media Rights (for

example to copy, transfer, cache and store the Contributed Programming).

4. If the BBC wishes to exercise New Media rights in the Contributed Programming after

the first television transmission of such programming by S4C, this shall be

subject to the following conditions:

4.1 where permitted (e.g. via iPlayer ‘Open Linking’), a link shall be provided from

the BBC site to the appropriate S4C on-demand service (currently branded

‘Clic’) (and the BBC shall, if so requested by S4C, address in good faith whether

any necessary permission under this sub-paragraph can be obtained);

4.2 the usage figures will be reported to S4C within one week of use and shall be

allowed to be included within S4C’s usage figures;

4.3 the BBC shall ensure where technically possible that the ident ‘BBC Cymru ar

S4C’ incorporating (where technically possible) S4C’s logo shall precede all such

programming on New Media and shall include a narrative reference to the BBC

and S4C in all New Media listings

4.4 any reference within the Contributed Programming on television to the

availability of such programming from the BBC in New Media shall refer no less

prominently to its availability in New Media from S4C (including on S4C’s on-

demand service (currently branded ‘Clic’)).

Website Rights

The non exclusive right to create, establish and maintain a Welsh language or bilingual

programme-related website or websites for any of the Contributed Programming and

the right to use clips or extracts from the Contributed Programming on such

website(s) or on any corporate/generic website(s) of S4C or its group companies. For

the avoidance of doubt the exercise of the Website Rights shall not be restricted to

the periods listed under “New Media Rights” above.

Option to Extend the Licence Period

The option to extend the Licence Period for Contributed Programming produced by

the BBC without payment of a licence fee for further periods on request. Clause 5.13

of the Deed shall apply to all requests. S4C acknowledges that any extension of the

Licence Period for Contributed Programming produced by the independent sector

shall be discussed directly between S4C and the independent production company

concerned.

Ancillary Rights in the Welsh Language

1. Subject to the prior written consent of the BBC such consent not to be unreasonably

withheld or delayed the non-exclusive right to exploit the merchandising and ancillary

rights (in the Welsh language only) in the Contributed Programming for marketing and

promotional purposes during the Licence Period, including (but without limitation) the

right to use the title, scripts, programme format, characters, scenes, designs, events

and items appearing in or produced for the Contributed Programming in connection

with all types of products and services, on the understanding that S4C will not operate

in a manner which prevents any definite plans on the part of the BBC to exploit the

merchandising and ancillary rights in the programme or any version of it commercially.

S4C shall be entitled to retain any income derived from such exploitation.

2. S4C and the BBC will regularly liaise with each other and ensure that both parties are

aware of any plans that either may have to exercise the ancillary rights in the

Contributed Programming.

Promotional Rights

The right to promote market and advertise the Contributed Programming and S4C’s

broadcasts of them by all customary methods and including without limitation by the use of

Clips in promotional material and on social networking sites.

Right to Authorise Educational and Archival Use

1. The right to allow designated libraries and archives (in accordance with the Copyright

Designs and Patents Act 1988 (as amended)) to prepare and keep copies of the

Contributed Programming.

2. The right to allow museums, heritage centres, historical societies and charitable or

other ‘non-commercial’ bodies to have copies of the Contributed Programming off-air

and to exhibit and use them for the educational or archival purposes of these

organisations.

3. The right to allow schools, colleges, universities and other educational establishments

to have copies of the programme and, where possible, to view or download the

programmes and to use them for the educational and non-commercial purposes of the

establishment.

Off-air Recording Rights

The right to allow the Educational Recording Agency Limited to licence educational

establishments to record the Contributed Programming off-air and to use them for

educational purposes in accordance with the licensing scheme operated by the ERA from

time to time pursuant to Section 35 of the Copyright, Designs and Patents Act 1988 (as

amended).

Advertising and Sponsorship

The right to insert adverts and sponsorship stings around the Contributed Programming on

any platform (not being a BBC Public Service platform) and to retain all income derived

therefrom. The inclusion of sponsorship stings around the Contributed Programming will be

subject to the BBC’s editorial approval.

Clips and Rushes Rights

(i) the right to use Clips in accordance with paragraph 11 of the Deed in new

programmes made for the S4C Service .

(ii) subject to the prior written consent of the BBC the right to use Rushes in new

programmes made for the S4C Service .

(iii) subject to (i) above (except where the paragraph above headed “Promotional

Rights” applies) and (ii) above the right to use Clips and Rushes in promotional

material and in New Media.

Other Incidental Rights

All the other incidental rights required by S4C in order to be able to fulfil its statutory and

contractual duties and responsibilities or in order to facilitate the same, including without

limitation:

1. The right to retain a transmission copy of the programme in perpetuity for regulatory

purposes; and

2. The right to retain copies of the Contributed Programming in various technical

formats and to perform such technical evolutions as are necessary in order to enable

S4C to exercise the Rights and prepare different versions, e.g. a subtitled version, a

signed version, a version with audio description etc; and

3. The right to permit third party services within and outside the United Kingdom to

include the Contributed Programming in services or where such service(s) (by

whatever means method or platform) simultaneously transmit the content of the free-

to-air television services originated in the United Kingdom and to retain S4C’s share of

the income derived therefrom.

4. Ownership in and title to the delivery materials.

5. The right to deal with the Contributed Programming to accommodate the portals

through which exploitation is to be made (for example to add overlay, links, navigation

tools and menus).

CLEARANCES

1. The BBC shall provide the Contributed Programming fully cleared, the term “cleared”

meaning the acquisition of all rights and consents by the BBC so as to enable the first

transmission (including any Simulcast) and the exercise of the New Media Rights, the

Website Rights and all other Rights with the exception of repeat transmission rights

free of charge to S4C.

2. As a matter of best practice the BBC shall endeavour to acquire all the Rights when

clearing the first transmission so that all exploitation of the Rights by S4C shall be

without cost to either S4C or the BBC.

3. To the extent that it has been unable to achieve (2) above, the BBC shall endeavour to

ensure that the Rights are clearable, the term “clearable” meaning that subsequent

exploitation of the Rights is reserved to S4C on a non-exclusive basis and may be

exercised subject only to payment to rights holders in accordance with BBC Talent

Union Agreements or otherwise as required and agreed between S4C and the BBC.

4. In the event that the Editorial Synopses requires the pre-payment of clearable Rights

the BBC shall do so at the point of first acquisition and the subsequent transmission(s)

shall be considered to be part of the Contributed Programming or, S4C may elect to

reimburse to the BBC the cost of such pre-payment in which case the subsequent

transmission(s) would fall outside the Contributed programming.

5. S4C shall be free to exercise the clearance of any clearable Rights beyond the first

transmission of the Contributed Programming within its Licence Period.

Appendix 4

Complaints procedure

Complaints notified to the BBC

1. The BBC will notify S4C promptly of any complaint which is notified directly to the

BBC about any of the BBC’s Contribution.

2. Any correspondence or written communication from the BBC to the complainant will

need to be notified and discussed in advance between S4C and the BBC.

3. The BBC will consult regularly with S4C regarding the complaint and obtain S4C’s

prior approval to each step taken by the BBC in dealing with such complaint. S4C and

the BBC will discuss and seek to agree in good faith the manner in which such

complaint shall be dealt with, but the parties acknowledge that S4C, as the broadcaster

who is accountable to Ofcom, will have the right to make a final determination in

respect of such complaint.

4. Any decision, settlement or compromise between the BBC and the complainant will

require the prior approval of S4C.

Complaints notified to S4C

1. Any complaint about the BBC’s Contribution which is made directly to S4C shall be

dealt with in accordance with any other programmes on S4C’s services, namely in

accordance with S4C’s complaints procedure from time to time. Under such

procedure, S4C will notify the BBC promptly of such complaint and will give the BBC

the opportunity to provide its comments on the complaint.

General

Both parties acknowledge that each party will work within the framework of its own

complaints procedure.

Appendix 5

News and Current Affairs Review Board Terms of Reference

1. Authority

The joint News and Current Affairs Review Board [“the Board”] is the primary

management forum for discussing, and consulting on, the performance and strategic

development of the BBC News and Current Affairs service on S4C, and its role and

contribution within the wider S4C schedule.

The Board meets regularly to review areas of common interest and use best

endeavours to reach agreement on co-operation consistent with the framework and

obligations of the Strategic Partnership Deed.

The Board may from time to time develop recommendations for the consideration

of the respective management teams.

The deliberations, activities and decisions of the Board shall at all times be:

consistent with the terms of the Deed; and

subject to section 58 of the Broadcasting Act 1990 (as amended).

2. Board Purpose and remit

The purpose of the joint News and Current Affairs Review Board is:

(a) to provide a joint management forum for discussing, and consulting on, the

performance and strategic development of the BBC News and Current Affairs

service on S4C - and its role and contribution within the wider S4C schedule;

(b) to review the audience and editorial performance of the BBC News and

Current Affairs service against agreed targets (including those of the BBC Trust,

S4C Authority and Ofcom) within the context of the overall S4C schedule

(c) to monitor and review the BBC News and Current Affairs service’s fulfilment

of the commitments set out in the annual Editorial Synopsis – and its support

for S4C’s Content Strategy and annual SOPP, and the BBC’s Public Purposes;

(d) to recommend - as and when required - revisions to the annual Editorial

Synopsis for the BBC News and Current Affairs Service on S4C;

(e) to develop recommendations – as and when required - to increase the impact

and distinctiveness of the BBC News and Current Affairs service on S4C ;

(f) to assess and review the effectiveness of business continuity and emergency

planning procedures (including service outages, obit procedures, pandemic

planning and management of emergency announcements);

(g) to discuss and seek to progress areas of mutual interest - including but not

limited to HD delivery, news branding, on-demand services, subtitling,

scheduling and presentation;

(h) to identify and progress potential areas of joint working – including but not

limited to audience research, marketing, language policy, use of third party

materials and interactivity;

(i) to share information on key editorial or scheduling changes;

(j) to ensure best practice in the management of editorial risks, compliance and

complaints related to the BBC News and Current Affairs service on S4C

(including the handling of key events such as elections and referenda); and

(k) to undertake such other activity in relation to the provision of a BBC News

and Current Affairs service on S4C as may be reasonably required and jointly

agreed by S4C and the BBC.

3. Membership

The Board shall comprise an equal number of representatives from both

organisations. BBC Wales’ Head of Welsh Language Programmes and S4C’s

Director of Content shall jointly determine the number of representatives required

in advance of each meeting. From time to time, additional participants may be invited

to discuss areas of particular interest.

4. Frequency and organisation

The News and Current Affairs Review Board meetings shall be held not less than

once every four months. Responsibility for the organisation and chairing of each

meeting shall rotate between S4C Director of Content and BBC Wales Head of

Welsh Language Programmes (to include preparation and distribution of all relevant

paperwork). An agreed agenda shall be circulated a week prior to each meeting.

5. Procedure

The News and Current Affairs Review Board shall ensure that full written minutes

of each meeting are maintained and endorsed as accurate at each subsequent

meeting.

It is intended that the News and Current Affairs Review Board should work

towards a consensus position on all matters deliberated and on all recommendations

that the Board may choose to make. However, in the event that the Board elects to

call a vote on any matter, provided that the membership requirements are satisfied,

issues may be determined by a simple majority of the votes cast with all abstentions

or dissenting votes recorded in the minutes together with a brief note as to the

reason for voting in favour.

6. Confidentiality

The provisions of clause 14 of the Strategic Partnership Deed shall apply to all

matters relating to the joint News and Current Affairs Review Board.

Appendix 6

Raising awareness of the BBC contribution

1.1 As part of the Strategic Partnership Agreement, the BBC and S4C have agreed

a range of additional measures to improve licence fee payer awareness of the

BBC’s programming contribution.

1.2 In setting annual performance targets for the BBC contribution, the BBC Trust and

S4C Authority shall consider whether the BBC’s programme supply has achieved

high awareness among licence fee payers (measured by awareness of the BBC’s

contribution in its totality and of its key individual programme strands).

1.3 All programmes and services supplied as part of the BBC’s Contribution will be

produced in accordance with S4C’s Brand Guidelines, except insofar that a BBC

Cymru Wales animated logotype ident shall immediately precede all BBC-supplied

programmes distributed on S4C services [see diagram for illustrative flow], with the

exception of the BBC News service. The sting shall be delivered to S4C as an

integral element of each supplied programme and within the agreed programme

duration and will not exceed 3 seconds in duration.

Diagram

The Corporate Seals of the

British Broadcasting Corporation and S4C

were hereunto affixed.