SCHOOLS OR COMMUNITY ORGANISATIONS
PLANNING TO JOIN THE SOUTHWARK.TV PROJECT.
Print off and simply fill it in.
There is nothing to pay.
You are indemnifying Community TV Trust
against breaking the law with the material
you publish on this website.
We provide you with ID and password, and the
training to enable you to build and maintain
your own section of the "Southwark.TV" website.
You begin. You work at your own pace.
- - - - -
THIS AGREEMENT is made the .......... day of ............... 2008
(1) COMMUNITY TV TRUST (company number 03796670) a company limited by guarantee whose registered office is at 10 Denman Road, London, SE15 5NP (CTVT); and
(2) [..........................................] [(company number [...........]) whose registered office is at [ ...........................................]
[NOTE: Participant to confirm its details and then delete this instruction.]
(A) CTVT is a registered charity whose objects are, amongst other things, to promote and encourage and advance education in the use of television, broadcasting, digital and communications technology in the context of local community development and education.
(B) The Participant is .......................................................
[NOTE: insert a brief description of the Participant/ Organisation and then delete this instruction.]
(C) CTVT is working on a project to develop the Website for the purpose of providing a forum for the sharing and webcast of community based media projects.
(D) The Participant wishes to undertake the Project and to provide content for the Website and otherwise to develop the Website and other community activities with CTVT on the terms and conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1.1. In this Agreement including the Recitals, the following words and phrases shall have the following meanings:
Agreement means this agreement and the Schedules;
Content means the material to be provided by the Participant for inclusion on the Website as set out in Part 2 of Schedule 1, or as otherwise agreed in writing between the Parties;
Coordinator means [...................................] an employee of the Participant who shall be responsible for coordinating the Project;
Council means Southwark Council whose office is at 15 Spa Road, London, SE16 3QW;
Dedicated Page means the page or pages of the Website dedicated to the Participant and its Project as agreed between the parties from time to time;
Initial Term means the period commencing on the date of this Agreement and having no envisaged ending other than by mutual agreement with one month's written notice;
Participant Marks means such of the Participantís names, logos and trademarks as the Participant reproduces and displays or requests, in writing, to be reproduced and displayed on the Website;
Participantís Website means the website with URL
[www. ........................................] (or such other URL as the Participant may designate from time to time);
Project means the project to be undertaken by the Participant as more particularly described in Part 1 of Schedule 1;
Term means the Initial Term together with any renewal period agreed by the Parties pursuant to Clause 6.2;
Training means the media training and information technology training to be provided in accordance with Clause 2;
Website means the website with URL www.southwark.tv (or such other URL as CTVT may designate from time to time).
1.2. References to Recitals, Clauses, Schedules and Parties in this Agreement are to recitals and clauses of, and schedules and parties to this Agreement.
1.3. The headings to the Clauses of this Agreement are for ease of reference only and shall not affect the interpretation or construction thereof.
1.4. Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
1.5. Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa.
1.6. This Agreement has been entered into by the Parties in consideration of the Partiesí respective obligations, covenants and commitments set out below.
2. CTVTíS OBLIGATIONS
2.1. CTVT shall:
(a) be responsible for the Website, but for the avoidance of doubt does not provide any guarantees or warranties with regard to its availability;
(b) enable the Participant to use the Dedicated Pages and use its reasonable endeavours to procure that only the Parties and any third party authorised by either party are able to access the Dedicated Pages for the purpose of adding to, removing, modifying, amending or otherwise editing their content;
(c) either directly itself or through the procurement of the services of a third party media trainer, provide such Training as the Participant may reasonably require for the purposes of the Project PROVIDED THAT any Training shall first be mutually agreed in writing by the Parties;
(d) provide all such other reasonable assistance to the Participant as the Participant may request in order to enable the Participant to carry out its obligations under this Agreement and to complete the Project.
2.2. The Parties acknowledge and agree that CTVT shall at all times retain full and final approval over the Website (including the Dedicated Pages) which shall include, without limitation, the editorial content, the design and the look and feel of the Website. CTVT shall have the right, exercisable at its sole discretion, but not the obligation to remove the Content (or any part of it) from the Website if it considers such Content inappropriate.
3. PARTICIPANTíS OBLIGATIONS
3.1. The Participant shall:
(a) appoint the Coordinator to be the person responsible for the Project;
(b) liaise with CTVT and agree a timetable for the Training;
(c) undertake the Project and complete the Project before the expiry of the Initial Term;
(d) up-load the Content (or parts of it) to the Website during the Initial Term as soon as it becomes available and in any event before the expiry of the Initial Term, in accordance with any instructions or directions given by CTVT or by any third party during the Training;
(e) notify CTVT promptly by telephone and e-mail after making any such up-loads;
(f) obtain and maintain in force all necessary rights, registrations, authorisations, consents and licences and all necessary waivers of moral rights to enable it to provide the Content and grant the licences in Clauses 4.1 and 4.3 as envisaged in this Agreement;
(g) be responsible for the payment of any artist and publisher royalties and any other royalties in connection with the Content;
(h) at CTVTís request, liaise and co-operate with CTVT and such third party as CTVT may reasonably direct to ensure that the Content is streamed through the Website throughout the Term;
(i) use its best endeavours and take all reasonable steps to ensure that neither the Content nor the Participant Website shall contain anything that is libellous, defamatory, pornographic or obscene or which would cause injury to or infringe the statutory or common law rights of any person.
4.1. The Participant hereby grants to CTVT a perpetual, non-exclusive, royalty-free, paid-up, world-wide licence to broadcast or webcast the Content (or any part of it) and to use, reproduce, copy, display, publicly perform, transmit and distribute such Content (or any part of it):
(a) in connection with and through the Website;
(b) in connection with the marketing, advertising and promotion of the Website and of CTVT (including, without limitation, at any public meeting attended and/or hosted by CTVT); and
(c) subject to Clause 4.2, in connection with and through television.
4.2. If CTVT is approached by a third party television producer or broadcaster who requests a licence in respect of the Content (or any part of it) CTVT shall prior to granting such third party a sub-licence of the Content:
(a) notify the Participant of the request;
(b) use its reasonable endeavours to obtain the consent of the Participant and the relevant individuals involved in the Project to the proposed use of the Content;
PROVIDED THAT CTVT shall not grant a sub-licence if it receives any prompt and reasonable objections from the Participant and/or any relevant individual.
4.3. The Participant hereby grants to CTVT a non-exclusive, royalty-free, world-wide licence to use, reproduce, copy and display the Participant Marks on the Website for the duration of the Term.
5. WARRANTIES AND INDEMNITY
5.1. The Participant warrants and undertakes that:
(a) it owns and/or is licensed to use all intellectual property in the Content and that the Content shall not infringe the intellectual property rights of any third party;
(b) it has the full capacity and authority and has obtained and will maintain in force all necessary registrations, authorisations, consents and licences and all necessary waivers of moral rights to enable it to enter into this Agreement, to grant to CTVT the licences in Clauses 4.1 and 4.3 and to provide the Content;
(c) neither the Participantís Website nor the Content shall contain anything that is libellous, defamatory, pornographic or obscene or which would cause injury to or infringe the statutory or common law rights of any person;
(d) it fully complies with, and shall continue to fully comply with, all the provisions of the Data Protection Act 1998.
5.2. The Participant hereby indemnifies CTVT and agrees to hold it indemnified (subject to CTVT complying with its obligations hereunder) against all claims, costs, proceedings, demands, losses, damages, expenses (including reasonable legal fees) or liabilities whatsoever arising directly or reasonably foreseeable as a result of any breach by the Participant of any representations, warranties, undertakings or other terms herein contained or implied by law.
6. TERM AND RENEWAL
6.1. Subject to Clause 6.3, this Agreement shall continue and shall remain in effect until the end of the Term.
6.2. The parties shall meet during the week prior to the expiration of the Initial Term to discuss in good faith an extension of the Project (including, if applicable, the commencement of a new project) and any consequent extension of the Initial Term. Any agreement to extend the Project and the Initial Term shall be made in writing and shall be annexed to and form part of this Agreement.
6.3. Without prejudice to any other remedies available to the Parties, either Party shall be entitled to terminate this Agreement forthwith on written notice in the event that the other:
(a) commits a material breach of the terms of this Agreement and having received from the Party not in breach written notice of such breach stating the intention to terminate this Agreement if not remedied, fails to remedy the breach within 30 days; and/or
(b) shall cease to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all of the liabilities of it) or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due.
6.4. The provisions of Clauses 1, 4, 5, 9, 13, 15 and 16 shall survive termination of this Agreement.
The Participant shall, at its sole expense, establish a hypertext link from the home page of the Participantís Website to the home page of the Website. The delivery mechanism, technical format and manner of integration of the hypertext link into the design of the Participantís Website shall be the Participantís responsibility.
The parties shall work together to market, advertise and otherwise promote the Website.
9.1. Subject to Clause 9.2, neither Party shall be entitled to assign, sub-contract or sub-licence or otherwise deal in any of its rights and obligations under this Agreement without the prior written consent of the other.
9.2. CTVT may assign, sub-contract or sub-licence all or any of its rights or obligations under this Agreement to the Council.
Any notice to be given under this Agreement by either Party to the other must be in writing and delivered by hand, first class letter or facsimile transmission to the address at the beginning of this Agreement (or such other address as may from time to time be designated in writing by the relevant Party for this purpose) and in the case of post will be deemed to have been given two working days after the date of posting and in the case of other notices will be deemed to have been given on delivery.
11. FORCE MAJEURE
No Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its control.
This Agreement (or any provision of it) may only be amended, changed, waived, discharged or terminated by a statement in writing signed by a duly authorised representative of each of the Parties or, as the case may be, the relevant Party.
13. RIGHTS OF THIRD PARTIES
Notwithstanding any other provision in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall affect any right or remedy of a third party which exists or is available other than as a result of the aforementioned Act.
14. RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.
15. ENTIRE AGREEMENT
This Agreement contains all the terms which the Parties have agreed in relation to the subject matter of this Agreement. None of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain save that this Clause 15 shall not exclude any liability which one Party would otherwise have to the other in respect of statements made fraudulently.
16. LAW AND JURISDICTION
The construction, validity and performance of this Agreement is governed by the laws of England and the Parties accept the exclusive jurisdiction of the English Courts.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The execution by a Party of one or more counterparts shall constitute execution by that Party of this Agreement for all purposes.
IN WITNESS whereof this Agreement is executed by or on behalf of the Parties the day and year first before written.
for and on behalf of
COMMUNITY TV TRUST
for and on behalf of
[NOTE: Participant to confirm how it executes agreements.]
[NOTE: Insert a full description of the Participantís project.]
[NOTE: Insert a description of the Content to be produced by the Participant and loaded onto the Website.]
SUBJECT TO CONTRACT
dated ......................................................... 2007
relating to the southwark.tv project
COMMUNITY TV TRUST (1)
- and -
[ ..................................................... ] (2)
Agreement drafted by
D J Freeman
43 Fetter Lane
DJFreeman have now been taken over by
Olswang, 90 High Holborn London WC1V 6XX
C O N T E N T S
1. DEFINITIONS 1
2. CTVTíS OBLIGATIONS 3
3. PARTICIPANTíS OBLIGATIONS 3
4. LICENCE 4
5. WARRANTIES AND INDEMNITY 5
6. TERM AND RENEWAL 5
7. LINKING 6
8. PROMOTION 6
9. ASSIGNMENT 6
10. NOTICES 6
11. FORCE MAJEURE 7
12. VARIATION 7
13. RIGHTS OF THIRD PARTIES 7
14. RELATIONSHIP BETWEEN THE PARTIES 7
15. ENTIRE AGREEMENT 7
16. LAW AND JURISDICTION 7
17. EXECUTION 7
SCHEDULE 1 9