Microsoft Word - RFI20100222 - disclosure doc 3 - Salford BBC Partnership Agreement June 08

BBC EDUCATION & COMMUNITIES PARTNERSHIP
CONNECT AND CREATE

PARTNERSHIP AGREEMENT

Background

The BBC is committed to working with partners across the North of England to
attract and develop talent within the region and to open up pathways into
employment.

That partnership will:

•  Focus on identifying and developing talent – providing direction,
opportunity and personal choice.
•  Develop a future workforce representative of the region – in terms of
ethnicity, disability, social class and academic qualification: a highly
talented and capable workforce.
•  Share a commitment with education partners to widening participation.
•  Focus on learning and development, supporting existing structures and
partners and at the same time developing new partnerships and
programmes.
•  Develop relationships within the communities we serve, developing
long term mutually positive, beneficial and sustainable relationships.
•  Develop clear pathways into the BBC and the wider industry,
accessible from any starting point.

All individual partnership agreements will focus on activities where there is
mutual benefit to both the BBC and each individual partner organisation and
allows for personal growth and progression for individuals and organisations.

The BBC and its staff will support organisations as agreed in the individual
plans and will offer guidance where asked to do so. We recognise that the
educational and community expertise lies within our partner organisations and
all activities will be agreed with partners. We will make clear our aspirations
but will not make demands of partners whose principle responsibilities are
clearly to a wider audience.

Partnership Code
The BBC has a clear Partnership Code which we will work to.
•  The BBC seeks to work with partners who wish to share its
commitment to building public value for the people of the UK, and
in some instances for the BBC's international audiences, through
the work that they undertake together.

www.bbc.co.uk

•  The BBC will enter into partnerships in a spirit of exploration,
equity and openness to ideas, recognising that partnerships can
take many directions and forms.
•  The BBC will need to ensure that its editorial impartiality and
integrity are not compromised by any partnership arrangements
and that it retains editorial control of its output.
•  We will communicate the BBC's partnering objectives clearly and
widely. Up-to-date guidance about partnership opportunities will
be made available on bbc.co.uk. This information will include a
relevant named contact within the BBC.
•  We will respond to all solicited and unsolicited approaches from
potential partners in a timely and appropriate manner. Every
partnership opportunity will be considered against fair criteria
and, if an approach is deemed unsuitable, the BBC will explain
why.
•  We will work with potential partners to identify mutually
acceptable objectives, timetables, value and outcomes before
committing to a partnership. We will continue to engage in debate
with partners and to work to ensure that all parties remain clear
about each other's expectations and commitments.
•  We will work equitably with all partners to review objectives,
timetables, value and outcomes on a regular basis. Where
necessary, we will also review and make improvements to the
BBC's own performance in managing its partnerships and
adhering to the Partnership Code.
•  We will work to ensure that all partnerships undertaken are
mutually beneficial, that recognition for the partnership is shared
equitably with the partner and that, where editorially appropriate,
the profile of the partnership is highlighted to both internal and
external audiences.
•  We will aim continually to improve the BBC's internal
management of partnerships by offering guidance and training to
staff and by endeavouring to work with partners to identify and
develop the structures, skills and people to support our
partnerships.
•  All partnerships will be carried out under written and signed
terms. After discussion and agreement between the partners,
these terms will reflect the aspiration and nature of the
partnership and will set out each of the partner's contributions,
obligations and remedies as well as safeguards for their
respective rights and interests.

www.bbc.co.uk

•  Partnerships must reflect the BBC values, are subject to
compliance with competition law and must conform to the BBC's
Editorial Guidelines, Fair Trading Guidelines, Branding
Guidelines and all other applicable law and regulation.
•  The BBC is committed to working closely with partners to resolve
any differences promptly. However, should any unresolved
grievances from partners occur, they will be handled by a named
senior individual inside the BBC who, in collaboration with a
named representative nominated by the partner, will review and
act upon complaints as necessary.

How will The Education & Communities partnership work?

The partnership will work on the following basis:

•  BBC departments will work with a number of education and community
organisations.
•  A member of staff within each department will be nominated to be the
principal point of contact with the partner organisation.
•  Where multiple projects are agreed, contact will be identified for each
project.
•  The overall partnership management rests with the BBC People and
specific contact details are outlined in Schedule 1.
•  Specific project details and nominated BBC staff is as outlined in
Schedule 2.
•  Partners and their nominated BBC contacts will develop specific work
programmes in agreement, ensuring resources are available to support
the activity.
•  The Partnership will run from June 2007 to June 2011. Any
adjustments during that time will be detailed in a revised schedule
being issued.
•  The Partnership will be reviewed annually and at that review either
party may choose to opt out.
•  The Partner organisation will nominate an overall representative for the
organisation to take responsibility for the project as a whole and will
nominate named individuals for individual projects.
•  Where there are staff changes at either the BBC or partner
organisations, the lead contact for either party will notify the BBC or
partner organisation and will offer alternative contacts.

www.bbc.co.uk

Use and Exploitation of Intellectual Property
Details are attached at Schedule 4

Use of BBC Trade Mark

Each Partner will be able to use the BBC Trade Mark to promote its
involvement in the BBC’s Education and Communities Partnership – Connect
& Create, in accordance with BBC guidelines and the BBC Trade Mark
Licence.
Guidelines are available on the BBC web site at:

http://www.bbc.co.uk/branding/logos/

The Trade Mark Licence Agreement is a separate document and must be
signed and returned to the Partnership team.

The use of the Brand is restricted solely to the activities outlined in the
Partnership.

Use of the BBC Brand will form part of the Annual Review of the partnership.

Please contact us in advance if you propose to use the logo and we’ll let you
know if this is within the guidelines.

Evaluation Report

Lancaster University are contracted to the BBC to conduct an evaluation of
the Partnership and may contact partners to collect information, data or
conduct qualitative reviews.

All partners are asked to support the work of the evaluation team and provide
appropriate support in a timely manner.

Signed for and on behalf of the partner Signed for and on behalf of the BBC

Name

    Name Genevieve Lawrence

Position

    Position Programme Director

Signature

  Signature

Date

     Date

www.bbc.co.uk

Schedule 1

Partnership Contact Details

Margaret McClelland, Development Executive, BBC Project North
Room 2046
P.O. Box 27
New Broadcasting House
Oxford Road
Manchester
M60 1SJ

Fiona Wright
Senior Resourcing Manager, BBC North project
Room 2046
P.O. Box 27
New Broadcasting House
Oxford Road
Manchester
M60 1SJ

Clare Proffitt
Education & Communities Partnership Coordinator
Room 2046
P.O. Box 27
New Broadcasting House
Oxford Road
Manchester
M60 1SJ

www.bbc.co.uk

Schedule 2
Agreed activities with the organisation.

THE UNIVERSITY OF SALFORD

BBC Department
BBC Contact
Scope of Activity
Education Contact
Big Screen –
Sarah Griffiths
Opportunity to showcase
John Mundy
Manchester

undergraduate students
School of Media, Music &
work
Performance

Head of School
Potential student placement
opportunities
Paul Sermon

School of Art & Design
Connection with MCIN
Professor of Creative
(Gary Coppitch & Jessica
Technology
Symons)- potential to use

the Big Screen & MCIN in
Paul Haywood
the BA Social Media
School of Art and Design

Associate Head for

Academic Enterprise



Links to Lets Go Global
Wilfred Darlington
(Karen Shannon) to
Lecturer
develop second life & real
School of Computing
life project
Science and Engineering

Comedy North
Jon Mountague
Development of Student
Malcolm Raeburn
Producer
Project Challenge / Live
School of Media, Music &

Brief to run with a group of
Performance
Contact through
students. Details to be
Lecturer Performance
Phillipa Usher,
agreed.

Team Assistant

Potential for student
placements.
Entertainment –
Gareth Edwards
Development of Student
Frances Piper
Manchester
Producer
Project Challenge / Live
School of English,

Brief to run with a group of
Sociology, Politics and

students. Details to be
Contemporary History
agreed.
Lecturer in

Drama/Performance
Potential for student

placements.

Religion & Ethics  Chris Loughlin
Development of Student
Frances Piper
Executive Producer
Project Challenge / Live
School of English,

Brief to run with a group of
Sociology, Politics and
Moira Kean
students. Details to be
Contemporary History
Producer
agreed.
Lecturer in

Drama/Performance
Potential for student

placements.

Radio Drama
Gary Brown
Invitations to
Colin Muir

www.bbc.co.uk

Producer
events/workshops. 4 events  School of Media, Music &

per year.
Performance

BBC People
Annual Conference
Invitation to the University
Patti Holmes/ Howard
Margaret
to attend the annual
Sherrington
McClelland
conference.
Core MediaCity Team

Enterprise & Development

Information &
Heather Powell
Invitations issued to events
Serena Chester
Archives
Head of Information  and workshops.
Information & Learning
& Archives,
Services
Manchester
Liaison Manager

Writersroom Katherine
Beacon
Invitation to writersroom
Judy Kendall
Project Manager
activities running in the
School of English,
New Writing
region.
Sociology, Politics and

Contemporary History

Key link in to creative

writing through:
Colin Muir
www.bbc.co.uk/writersroom
School of Media, Music &

Performance

BBC Childrens
Fiona Macbeth         Work with Laurence on new  Laurence Murphy

course on Mobile

Technology. Focus on the
technology side of things
but from a creative
perspective.

www.bbc.co.uk

Schedule 3

Annual Review

The Review will take place once per year with each organisation. The Review
will be led by the named BBC contacts in Schedule 1and the nominated lead
for each organisation and any other staff they feel appropriate.

The Review will:
•  Identify all individual activities undertaken
•  Assess the benefits to both organisations
•  Identify any specific benefits or issues
•  Assess the impact of each activity on the BBC goals outlined in the
introduction
•  Agree if the same activity will take place the following year
•  Agree contacts for that activity
•  Discuss any additional contributions from either party
•  Agree the schedule for the coming year.
•  Identify where and how the BBC Brand has been used and make
recommendations accordingly

www.bbc.co.uk

Schedule 4
Use and Exploitation of Intellectual Property
A glossary of terms is attached

4.1
This Agreement does not affect the ownership of any Intellectual
Property in any Background IP or in any other technology, design,
work, invention, software, data, technique, Know-how, or materials that
are not Results. The Intellectual Property in them will remain the
property of the party that contributes them to the Project (or its
licensors). No licence to use any Intellectual Property is granted or
implied by this Agreement except the rights expressly granted in this
Agreement.

4.2
Each Party grants the other a royalty-free, non-exclusive licence to use
its Background IP:

4.2.1  for the purpose of carrying out the Project, and

4.2.2  where free to do so, to the extent such Background IP is
integrated into or otherwise necessary for the other party to use
and exploit the Results as permitted in this Agreement. Each
party will notify the other of any Background IP which it is not
free to licence to the other party under this sub clause 4.2.2.

Neither party may grant any sub-licence to use the other's Background
IP except to the extent necessary for it to exercise the licences granted
to it in this clause 4.2.

4.3
The BBC will own the Intellectual Property in the Results and may take
such steps as it may decide from time to time, and at its own expense,
to register and maintain any protection for that Intellectual Property,
including filing and prosecuting patent applications for any of the
Results. Where any third party such as a student or contractor or
contributor is involved in the Project by the Partner, in accordance with
this Agreement the Partner will ensure that the student or contractor or
contributor has assigned any Intellectual Property they may have in the
Results to the Partner in order to be able to give effect to the provisions
of this clause 4.

4.4
To the extent that any Intellectual Property in the Results is capable of
prospective assignment, the Partner now assigns such Intellectual
Property to the BBC, and will use all reasonable endeavours to procure
that any third party referred to in Clause 4.3 does the same. To the
extent any Intellectual Property in the Results cannot prospectively be
assigned, the Partner will assign such Intellectual Property to the BBC
as and when they are created, (and will use all reasonable endeavours
to procure that any third party referred to in Clause 4.3 does the same).
To the extent that any moral rights (as defined in sections 77 -80 of the
Copyright Design and Patents Act 1988) in the Results are capable of
prospective waiver, the Partner now waives (and shall use all
reasonable endeavours to procure that any third party referred to in
Clause 4.3 waives), those moral rights except for Academic

www.bbc.co.uk

Publication; and to the extent any Intellectual Property in the Results
cannot prospectively be waived, the Partner will waive those moral
rights as and when they are created except for Academic Publication
(and shall use all reasonable endeavours to procure that such third
party does the same). Nothing in this Agreement shall prevent the
author of any Academic Publication identifying itself as such.

4.5
Each of the parties will notify the other promptly after identifying any
Result that it believes is patentable, and will supply the other with
copies of that Result.

4.6
The BBC grants the Partner an irrevocable, non-exclusive, royalty free
licence to use the Results where necessary for the purposes set out
below;

4.6.1  for the purpose of carrying out the Project.

4.6.2  for the purposes of academic teaching and academic research
including research projects that are sponsored by any third
party. The rights in this clause are subject to the rules on
Academic Publication in Schedule 4 and Confidentiality in
Schedule 5

4.7
The BBC grants the Partner an irrevocable, non-exclusive, licence to
use the Results from the end of the Project Period, with the right to
sub-licence, for the purpose of exploitation for any operational purpose
of the Partner in any part of the world except that in relation to the
provision of media services on any platform, a period of 3 months must
first elapse from the end of the Project Period. This right shall be
subject to the rules on Academic Publication in Schedule 4 and the
Partner’s obligations of confidentiality under Schedule 5.

4.8
In the event the BBC decides not to apply for registered protection in
respect of all or any part of the Intellectual Property in the Results, in
accordance with Clause 4.3, or decides to abandon any registration or
application for registration of any Intellectual Property in the Results,
the BBC shall promptly notify the Partner (which notification shall in no
case be later than sixty 60 days prior to the deadline for maintenance
of any Intellectual Property) whereupon the Partner may, subject to
Clause 4.9, at its own discretion and expense apply for or continue the
prosecution and maintenance of Intellectual Property in said Results in
any part of the world. In this event the Intellectual Property in said
Results shall be vested in the ownership of the Partner and the Partner
shall promptly grant the BBC an irrevocable non-exclusive, royalty free
licence with the right to sub-licence under the Intellectual Property in
said Results for any operational purpose, of the BBC in any part of the
world and from the end of the Project Period an irrevocable, non-
exclusive licence, with the right to sub-licence to exploit in accordance
with clause 4.10 below, under obligations of confidentiality as set out in
Schedule 5.

www.bbc.co.uk

4.9
There may be circumstances where the BBC, acting reasonably,
determines that the Intellectual Property in the Results should not be
registered by either party, including without limitation in circumstances
where it is intended the Intellectual Property in the Results should be
made available as open standards or open source. If so, the Sponsor
shall not be entitled to apply for or maintain registered protection in
such Intellectual Property. This shall not affect the Partner’s rights
under Clause 4.6.

4.10 The licenses granted to the Partner in Clause 4.6 and Clause 4.7 and
to the BBC in clause 4.8 shall be royalty free and no payment other
than the Financial Contribution shall be payable by the BBC or by the
Partner, save that if any benefit accrues to the Partner or the BBC
through its commercial exploitation of the rights granted under this
Clause 4, the party exploiting shall make such payment to the other on
fair and reasonable non-discriminatory terms, taking into account any
contributions made by both parties, whether financial or otherwise
(including but not limited to any registered protection the BBC or
Partner may have sought to obtain for the Results) and as may in all
the circumstances be reasonable. For the avoidance of doubt no
royalties will be payable by the BBC for public service use or by the
partner for teaching or research.

www.bbc.co.uk

Schedule 5
PUBLICATION

5.1
Any employee or student of the Partner (whether or not involved in the
Project) may, provided the Partner has provided full details to the BBC
and has not received a Confidentiality Notice under clause 4.2:

5.1.1  discuss work undertaken as part of the Project in Partner
meetings, seminars, tutorials and lectures; and

5.1.2  Publish any Background IP of the BBC or any of the Results.

5.2
The Partner will submit to the BBC, in writing, details of any Results
and any of the BBC's Background IP that any employee or student of
the Partner intends to Publish, at least 30 days before the date of the
proposed Publication. The BBC may, by giving written notice to the
Partner ("a Confidentiality Notice"): require the Partner to delay the
proposed Publication for a maximum of 6 months after receipt of the
Confidentiality Notice if, in the BBC's reasonable opinion, that delay is
necessary in order to seek patent or similar protection for any of the
BBC's Background IP or any Results that are to be Published; or
prevent the Publication of any of the BBC's Background IP that is
Confidential Information. The BBC shall not unreasonably withhold or
delay the issuing of such confidentiality notice and must give that
Confidentiality Notice within 30 days after the BBC receives details of
the proposed Publication. If the Partner does not receive a
Confidentiality Notice within that period, its employee or student may
proceed with the proposed Publication, provided that, whether or not it
has received a Confidentiality Notice, any of the BBC's Background IP
that is Confidential Information may not be published. The BBC shall
execute documents and do all things reasonably required by the
Partner in a timely manner in favour of academic publishers, where
required to facilitate Publication as envisaged under this Agreement.
Nothing contained in this clause shall be interpreted as preventing the
inclusion of some or all the Results in a thesis prepared by a registered
student pursuant to the award of any degree of the Partner nor the
disclosure in confidence of such thesis to an examiner (external or
internal) appointed by the Partner for such purposes nor the lodging in
the Partner library of a copy of the thesis under conditions of restricted
access in accordance with the Partner's regulations (ie held off-
catalogue and not accessible by anyone except the Partner librarian).

www.bbc.co.uk

Schedule 6
CONFIDENTIALITY

6.1
Subject to clause 4, neither party will either during the Project Period or
for 7 years after the end of the Project Period, disclose to any third
party, nor use for any purpose except carrying out the Project, any of
the other party's Confidential Information.

6.2  Neither party will be in breach of any obligation to keep any
Background IP, Results or other information confidential or not to
disclose it to any other party to the extent that it:

6.2.1  is known to the party making the disclosure before its receipt
from the other party, and not already subject to any obligation of
confidentiality to the other party;

6.2.2 is or becomes publicly known without any breach of this
Agreement or any other undertaking to keep it confidential;

6.2.3  has been obtained by the party making the disclosure from a
third party in circumstances where the party making the
disclosure has no reason to believe that there has been a
breach of an obligation of confidentiality owed to the other party;

6.2.4  has been independently developed by the party making the
disclosure;

6.2.5  is disclosed pursuant to the requirement of any law or regulation
(provided, in the case of a disclosure under the Freedom of
Information Act 2000, none of the exceptions to that Act applies
to the information disclosed) or the order of any Court of
competent jurisdiction, and the party required to make that
disclosure has informed the other of the requirement and the
information required to be disclosed; or

6.2.6 is approved for release in writing by an authorised
representative of the other party.

6.3.1  The Partner will not be in breach of any obligation to keep any of the
BBC's Background IP that is not Confidential Information, or any
Results, or other information, confidential or not to disclose them to any
third party, by Publishing any of the same if the Sponsor has followed
the procedure in clause 4.2 and has received no Confidentiality Notice
within the period stated in that clause.

6.4
The BBC will not be in breach of any obligation to keep any of the
Partner's Background IP, or other information, confidential or not to
disclose them to any third party, by making them available to any
Group Company, or any person working for or on behalf of the BBC or
a Group Company, who needs to know the same in order to exercise

www.bbc.co.uk

the rights granted in this Agreement, provided they are not used except
as expressly permitted by this Agreement and the recipient undertakes
to keep that Background IP or information confidential.

6.5
Both parties may disclose such of the Confidential Information to such
of its employees or any permitted third party such as a student or
contractor who is involved in the Project as may be reasonably
necessary to enable them to exercise their rights under this Agreement
for the purposes of carrying out the Project or by a sub-licensee as may
be permitted under Clause 4.2 or 4.7, but shall procure that any such
third party who has access to any Confidential Information of the other
is made aware of, and subject to, any obligations of confidentiality no
less onerous than those set out in this Agreement and shall procure
that so far as is reasonably practicable any such third party who is
involved in the Project or is otherwise a permitted sub-licensee is
bound by written undertakings of confidentiality which would protect the
confidentiality of the Confidential Information.

6.6
If either party “the Requesting Party” receives a request under the
Freedom of Information Act 2000 to disclose any information that,
under this Agreement, is the other parties, (“the Owning Parties”),
Confidential Information, it will notify and consult with the Owning Party.
If the Requesting Party requires assistance in obtaining such
information, the Owning Party (or any agent or sub-contractor of the
Owning Party) shall at its own cost ensure (and procure that any of its
agents and sub-contractors so ensure) that the Requesting Party’s
request for assistance is responded to promptly and in any event within
10 days of receipt.

6.7
Neither the Partner nor the BBC will publicise details of this Agreement
or its contents or use the other’s name or logo in any press release or
product advertising, or for any other promotional or similar purpose,
without first obtaining the other's written consent.

www.bbc.co.uk

Glossary
DEFINITIONS
In this Agreement the following expressions have the meaning set opposite:

Academic Publication:
the publication of an abstract, article or paper in a
journal, or its presentation at a conference or
seminar; and in schedules 5 and 6 "to Publish"
and "Publication" are to be construed
accordingly;

Background IP:
information, techniques, Know-how, software and
materials (regardless of the form or medium in
which they are disclosed or stored) that are
provided by one party to the other for use in the
Project (whether before or after the date of this
Agreement), except any Result;

Confidential Information:
each party's confidential information is: any
Background IP disclosed by that party to the other
for use in the Project; any Results in which that
party owns the Intellectual Property; and any other
information of a manifestly confidential nature.

a Group Company:
any undertaking which is, on or after the date of
this Agreement from time to time, a subsidiary
undertaking of the BBC, a parent undertaking of
the BBC or a subsidiary undertaking of a parent
undertaking of the BBC, as those terms are
defined in section 258 of the Companies Act 1985;

Intellectual Property:
patents, trade marks, service marks, registered
designs, copyrights, database rights, design rights,
confidential information, applications for any of the
above, and any similar right recognised from time
to time in any jurisdiction, together with all rights of
action in relation to the infringement of any of the
above;

Know-how
unpatented technical information (including,
without limitation, information relating to
inventions, discoveries, concepts, methodologies,
models, research, development and testing
procedures, the results of experiments, tests and
trials, manufacturing processes, techniques and
specifications, quality control data, analyses,
reports and submissions) that is not in the public
domain;

the Project:
the programme of work described in Schedule 2,
as amended from time to time

the Results:
all information, Know-how, results, inventions,
software and other Intellectual Property identified
or first reduced to practice or writing in the course
of the Project.

www.bbc.co.uk