BBC MONITORING DIVISION

SUBSCRIPTION LICENCE AGREEMENT

BETWEEN:

(1) THE BRITISH BROADCASTING CORPORATION, a public corporation incorporated by Royal Charter under the laws of England and Wales with principal office at 1 Portland Place, London W1A 1AA(“BBC”);

(2) [ ] a universitycompany incorporated under the laws of [ ] with company number [ ] whose registered office address is [ ] (“You”)

WHEREAS

The BBC monitors media throughout the world and produces individual items of news and information derived from its monitoring activities (“BBC Material “), and reports comprising analysis of these (“Analysis Reports”). The BBC Material and the Analysis Reports are together referred to in this Agreement as “BBC Content”. The BBC Content is held on a searchable database which may, on payment of applicable subscription fees, be accessed via the internet. The BBC supplies BBC Content to subscribers who have paid the required fees on the terms and conditions set out in the deal memorandum shown below (“the Deal Memo”) and the BBC Terms and Conditions: Subscription Licence (“the Terms and Conditions”).

The BBC agrees to supply the BBC Content specified in the Deal Memo upon the terms set out therein and in the Terms and Conditions.

This Agreement incorporates Deal Memo and the Terms and Conditions. If the provisions of the Deal Memo and the Terms and Conditions conflict, the Deal Memo will prevail.

DEAL MEMO

Service / The provision of the BBC Content specified in this Deal Memo to be delivered in accordance with the Delivery Method specified in this Deal Memo
Rights / a non-exclusive licence to
(a)  access and copy the BBC Content made available to You under the Agreement;
(b)  download the BBC Content in full or in part on to Your servers;
1.  make the BBC Content available internally within Your organisation for Your internal research & business purposes only and not for any commercial use.
BBC Content / The Analysis Reports and BBC Material specified in this Deal Memo [LIST SCHEDULE OF PRODUCTS TO BE INCLUDED]The Analysis Reports and /or BBC Material specified in this Deal Memo
Analysis Reports / [specify the Analysis Reports to be delivered]
BBC Material / [specify BBC Material to be supplied, EG BBC Monitoring Library database]
Database / The database of BBC Material created and maintained by the BBC on BBC servers
Delivery Method / The BBC Content will be distributed by email to the address notified below at [ timescale] intervals; or
The BBC will provide a [daily/weekly/monthly] [RSS] feed of the BBC Content to You; or
The BBC Content shall be made available for access via the DataBase
[delete as required]
DataBase Access / [specify areas of DataBase which Subscriber may access]
Number of Users / [specify number of users authorised to access the Database]
Term / One year automatically renewing until terminated in accordance with Clause 6
Commencement Date / [ ].,subject always to the provisions of Clause 2(c)
Fees
Email Address for receipt of the BBC Content
Address for notices:
BBC
Your Address for
notices
Purchase Order Number

EXECUTED by the parties on the dates shown below

For and on behalf of For and on behalf of

THE BRITISH BROADCASTING CORPORATION [ ]

Signature……………………………………………… Signature……………………………………………….

Name………………………………………………….. Name……….…………………………………………..

Title……………………………………………….…… Title……………………………………..……………….

Date…………………………………………………… Date……………………………………………………..

BBC TERMS OF TRADE: SUBSCRIPTION LICENCE

1.  GRANT OF LICENCE

1.  Subject to the conditions and during the term of this Agreement, the BBC hereby (i) grants You the Rights.

(b) Unless terminated earlier as set out in Clause 6 or otherwise specified in the Deal Memo, the Term will be one (1) year from the Commencement Date. The Term shall automatically renew for a further year upon each anniversary of the Commencement Date unless either party gives the other no less than two months’ written notice of termination to take effect on the last day of the then current Term.

(c) For the avoidance of doubt, the BBC does not grant. You any right or licence to use any trademark of the BBC.

2. PAYMENTS

1.  You agree to pay the Fees in accordance with the Deal Memo.

2.  The BBC will invoice You for each instalment of the Fees and You will pay the BBC’s invoice for each instalment within thirty (30) days of the invoice date in accordance with the payment instructions set out in the invoice. The BBC shall (without prejudice to any of its other rights) be entitled to charge You interest on all overdue payments at the rate of two per cent (2%) per annum above the Lloyds Bank base rate until such payments are received.

3.  If any set up fees are quoted as part of the Fees, the BBC will make the BBC Content available to You only after the set up fees have been paid in full and the Commencement Date will be revised accordingly if You have not paid by the agreed date.

(d) The Fees are stated exclusive of any applicable value added tax or sales tax (“Taxes”), which, if they arise, are Your obligation to pay. You may not deduct any amounts from the Fees to the BBC except withholding tax when You are required by law to do so. You must provide the BBC with all necessary receipts certificates and other documents the BBC requires as evidence that You have accounted to the relevant authority for the sums withheld and in order that the BBC may reclaim such sums. You may deduct no more than the amount required by law and ensure that the smallest possible amounts are deducted (for example by taking advantage of a double taxation treaty), where appropriate.

4.  USAGE AND RESTRICTIONS

1.  Where the BBC Content is made available via access to the Database, You are entitled to grant access to the Database to all registered staff and students of your institution.the number of Users specified in the Deal Memo. Users must be restricted to Your employees, students, consultants or contractors and You must not permit any third party to access to the Database by the use of the log in ID or password the BBC issues to You.

2.  You agree that as between You and the BBC all copyright and other proprietary rights in the BBC Content are owned by the BBC. You may not remove any attribution incorporated within the BBC Content and must reproduce the attribution on any BBC Content stored and/or processed by You under this Agreement in the following form (unless otherwise specified by the BBC):

"[original source] [date and time stamp]/BBC Monitoring/ © BBC".

(c ) BBC Content may be used only for Your own internal researchbusiness purposes (expressly excluding any commercial exploitation for gain) and You may not publish, distribute or transfer the BBC Content in full or in part to any third party or make them available to a third party by any means whatsoever.

3.  REPRESENTATIONS AND WARRANTIES

(a) Each party warrants that it has the power and authority to enter into and perform this Agreement.

(b) The BBC is not aware of any claim that any BBC Content infringe any third party copyright or any other intellectual property. The BBC provides no warranty of ownership of copyright or accuracy in respect of the original source material from which the BBC Content derives. If You become aware of any claim that the BBC Content infringes third party rights You must promptly notify the BBC in writing and make no admissions in respect of such claim.

(c ) If the BBC becomes aware of any allegation that any part of the BBC Content infringes the rights of any third party or otherwise contravenes the law or reasonably considers such an allegation may be made, it may notify You that you must delete such part from Your servers and destroy any print copies You have made. You must delete any part of the BBC Content which you have downloaded and stored on Your servers within one business day of receipt of the BBC’s request to do so and destroy any print copies You have made and certify to the BBC that you have complied with this requirement.

5. LIMIT OF LIABILITY AND INDEMNIFICATION

(a) You shall indemnify the BBC against any and all liability, damage, loss, cost or expense arising out of third party claims made resulting from Your use of the BBC Content, except where such claims are attributable solely to the negligence of the BBC.

(b) All warranties are excluded except those expressly set out herein. In no circumstances, even if advised of the possibility of such, shall the BBC be liable to You for any actual or consequential loss or damage arising from Your reliance upon, use of, or inability to access or use, the BBC Content.

(c) The BBC’s maximum liability to You under this Agreement shall not exceed in any year of the Term, the amount of the Fees paid in the immediately prior twelve months.

6. TERMINATION

(a) Either party may terminate this Agreement:

(i) by two months’ notice in writing to the other party to take effect at the end of the then current Term as specified in Clause 1(b);

(ii) by notice in writing to the other party if the other party has committed a material breach of this Agreement and has failed to cure such breach (if curable) within thirty (30) days of written notification of the breach;

(iii) by notice in writing to the other party taking immediate effect if the other party has committed an uncurable material breach of this Agreement;

(iv) by notice in writing to the other party if the other party makes an assignment for the benefit of creditors, files a petition under the bankruptcy, insolvency or liquidation laws of any jurisdiction, appoints a trustee or receiver for its property or business, or is adjudicated bankrupt or insolvent.

1.  Upon termination of this Agreement the Service shall cease with immediate effect. In the event that the BBC has terminated the Agreement under subclauses 6(a) (ii) or (iii) because of your breach You must immediately delete all BBC Content held on Your Servers and any print copies You have made and an authorised official of Your organisation must certify that this has been done.

2.  Termination of this Agreement shall not affect any pre existing rights and obligations of either party and clauses 5(a), 5(b)5(c), and 7(b) to 7(k) inclusive shall survive the expiry or termination of this Agreement.

7. OTHER

1.  Notices hereunder are to be given in writing to each party’s nominated representatives at the email addresses shown in the Deal Memo. Each party must promptly notify the other in writing of any changes in any email address. Notices sent by email will be deemed effective on receipt at the notified email address within the hours 9am to 5pm Monday –Friday (excluding UK bank holidays).

2.  You agree that, without the express consent of the BBC You will not disclose to any third party any information or material of the BBC which is, or which You should reasonably expect to be, confidential (including without limitation the terms and conditions of this Agreement).

(c) Neither party will be responsible for delays or failures in performance resulting from acts beyond our reasonable control.

(d) No relationship of employer-employee, principal-agent or partnership shall exist between the parties.

(e) If any one or more of the provisions of this Agreement is held invalid, illegal or unenforceable, the remainder of this Agreement will not be adversely affected thereby.

(f) This Agreement is made in accordance with the laws of England and any disputes will be heard in an English court.

(g) Any waiver by any party hereto of compliance by the other party with any provision of this Agreement will not be deemed a waiver of compliance with such provision on a subsequent occasion, nor will any such waiver imply the waiver of any other provision of this Agreement.

(h) This Agreement sets forth the entire agreement between the parties hereto regarding its subject matter and supersedes any and all prior agreements, negotiations and understandings.

(i) You shall not assign, transfer, sub-license, mortgage, charge or in any way dispose of Your rights or obligations under this Agreement. The BBC shall be entitled to assign and/or novate its rights and/or obligations in whole or in part under this Agreement to any third party and You hereby give Your consent in advance to such assignment and/or novation.

(j) The BBC reserves the right to amend or update these Terms of Trade from time to time. Amended or updated versions of the Terms of Trade will be published here [reference BBC web page link here]. The BBC will notify You if it publishes an amended or updated version of the Terms of Trade and it is Your responsibility to ensure that You familiarise Yourself with any such amended or updated version. If you do not wish to accept any amended or updated version of the Terms of Trade You may terminate this Agreement no later than fourteen days after the publication of the amended or updated version of the Terms of Trade.

3