University of Bristol video-commissioning agreement

THIS AGREEMENT is dated [DAY MONTH YEAR]

PARTIES

(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with company
number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS]
(“Producer”).

(2) UNIVERSITY OF BRISTOL incorporated by Royal Charter and registered in England and
Wales with number RC000648 having its administrative office at Senate House, Tyndall
Avenue, Bristol BS8 1TH (“University”).

BACKGROUND

(A) The University wishes to engage the Producer, and the Producer has agreed, to develop,
produce and deliver to the University, a video of approximately [NUMBER] minutes in length,
the aims, creative and editorial vision of which are set out in the Briefing Document shown in
Schedule 1 to this agreement (“Video”) .

(B) The parties have agreed payment of the Fee for the production of the Video.

AGREED TERMS

1. INTERPRETATION
The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:
Acceptance Date: the date on which the University notifies the Producer that it has received
and accepts as satisfactory and final the Video and all other Delivery Materials.
Briefing Document: the document shown in Schedule 1.
Business Day: a day other than a Saturday, Sunday, public holiday in England or University
closure day as published on the University’s website when banks in London are open for
business.
Delivery Date: [DATE]
Delivery Materials: the materials listed in the Briefing Document.
Fee: the sum of £[ ] exclusive of VAT.
Production Schedule: the agreed dates, times and locations for the preparation,
production and post-production of the Video during the Term, as set out in the Briefing
Document.

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 Products: the products of the Services, including the Video, the Delivery Materials and all
performances and literary, dramatic, artistic and musical material incorporated by the
Producer into the Video but excluding rights in works owned by the University.
Services: the services to be provided by the Producer under this agreement as set out in
clause 2.
Term: the period from the date of this agreement until the Acceptance Date or (if earlier)
termination of this agreement.

1.2 The Schedules form part of this agreement and shall have effect as if set out in full in the
body of this agreement. Any reference to this agreement includes the Schedules.

1.3 Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.

2. ENGAGEMENT

In consideration of payment to the Producer of the Fee, the University engages the
Producer, and the Producer agrees, to produce the Video and to provide such other services
as are agreed between the parties from time to time in connection with the Video (Services).
The Services shall include:
(a) if set out in the Briefing Document, consulting with and assisting in the writing of any
script for the Video;
(b) if set out in the Briefing Document, making all necessary preparations for the filming
and production of the Video including providing or engaging the crew and other
necessary facilities and services necessary to render the Services;
(c) if set out in the Briefing Document, obtaining a licence to use or preparing and
producing background music;
(d) creating and producing the Video in a timely fashion in accordance with the
Production Schedule;
(e) undertaking and overseeing all post-production titling, sub-titling, editing, scoring,
dubbing, cutting and completion of the Video; and
(f) delivering to the University the Delivery Materials on or before the Delivery Date.

3. CREATIVE CONTROL

3.1 The parties agree to consult in good faith with each other over the editorial content and
artistic direction of the Video provided that the University shall, in its absolute discretion have
final editorial and artistic control over the Video.

3.2 The University shall appoint a representative (University Representative) who shall have
the right on behalf of the University to accept as satisfactory the story outlines, design and
music of the Video. The University Representative will also be available to provide hands-on
assistance during filming.

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3.3 The Producer will, if requested, submit to the University details of the scripts, storyboards,
design and music for the Video (if appropriate) for review and acceptance in good time prior
to filming and the University shall confirm either its acceptance or non-acceptance with
reasons in writing within a reasonable period thereafter.

3.4 If the University declines to accept any of the Delivery Materials, the Producer will then have
a reasonable time in which to make all necessary changes to them, in consultation with the
University, the University having given reasons for non-acceptance. The Producer will then
at no further cost to the University submit to the University the revised material or replaced
materials and the provisions of this clause 3.4 will apply again.

3.5 The University's Representative shall have the opportunity to accept, or refuse to accept, the
Video at rough cut and fine cut stage either on DVD delivered in hard copy or posted online
for online review at the Producer's cost. The University shall be entitled to request within a
reasonable time from receipt of each of the rough cut and fine cut of the DVD respectively,
reasonable amendments which shall be undertaken by the Producer at its own cost.

4. OBLIGATIONS

4.1 The Producer agrees that it shall:

(a) render the Services to the highest professional standards and in accordance with
the University's reasonable instructions and requests;
(b) not without the University's written consent, order goods nor incur any liability on the
University's behalf nor pledge its credit nor hold itself out as being entitled to do so;
(c) subject to clause 7.5 not without prior discussion with the University make any
commercial use of its role in, or association with, the Video;
(d) be responsible for arranging and supervising the performance of the Services and
delivery of the Delivery Materials;
(e) not include any third party materials in the Video or the Delivery Materials without
the prior written consent of the University;
(f) maintain throughout the Term a policy of public liability and professional indemnity
insurance providing not less than ten million pounds level of cover in respect of any
act or omission of the Producer; and
(g) for the avoidance of doubt, be responsible for the payment of all wages, fees, costs
and payments of any nature due to all personnel engaged or employed by the
Producer to render services in connection with the Video including all income tax,
national insurance and any and all payment in lieu of holiday connected therewith
and for the payment of all goods and services acquired by the Producer to perform
the Services, and the University shall have no liability in respect of such costs.

4.2 The University agrees that it shall:

(a) provide the Producer with reasonable access to its premises at no expense to the
Producer inclusive of the cost of space, heat, light, power providing that the
Producer shall, and shall procure that all its employees and contractors shall, at all
times comply with the University's health and safety policies and procedures and
any other conditions notified to the Producer;

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 (b) inform all employees, agents and guests at the relevant premises of the proposed
filming and obtain relevant release forms duly signed by all such persons actively
participating in the filming;
(c) where necessary and agreed give the Producer access to the University's personnel
and instruct such personnel to assist and support the Producer wherever possible,
to comply with the Producer's reasonable requests in making the Video, and in
particular to provide such information as the Producer may request; and
(d) where appropriate provide access to information and University graphics for use in
the Video.

5. CREDIT

Subject to the Producer duly rendering the Services and not being in breach of any of its
material obligations under this agreement, the University authorises the Producer to insert,
or have the appropriate third party insert, credit as the producer of the Video on the end
credits of the Video, with its name and web address printed on all hard copies of the Video
and included alongside all online versions of the Video. No inadvertent failure by the
University or by any third party to accord the Producer credit will constitute a breach of this
agreement by the University and the University shall not be liable to Producer in any way.

6. FEES AND PAYMENT

6.1 Subject to the provisions of this agreement and to the due performance by the Producer of
its obligations under this agreement, the University shall as inclusive remuneration and as
full and complete consideration for the Services and all rights granted to the University in this
agreement, pay to the Producer the Fee. Unless otherwise agreed by the University in
writing, the Producer shall submit its VAT invoice on acceptance of the Video by the
University and the University shall pay the same within 30 days upon receipt of the valid
invoice. The Fee shall be exclusive of VAT, which shall be paid to the Producer, in addition.

6.2 The Producer acknowledges that the Fee shall represent a buy-out of all rights granted to
the University under clause 7 of this agreement, and that neither the Producer nor any other
person or corporate body employed or engaged by the Producer in the production of the
Video shall be entitled to any payments whether by way of profit share, use fees, residuals
or any other type of payment in respect of the exploitation of any of the Products.

7. RIGHTS

7.1 The Producer hereby grants and assigns to the University absolutely:
(a) the entire copyright throughout the world in all media whether now known or
hereafter developed for the full period of copyright and all renewals, revivals,
reversions and extensions thereof (and thereafter, in so far as it is able, in
perpetuity) including so called rental and lending rights and, to the extent relevant,
by way of present assignment of future copyright; and
(b) all other rights whatsoever including all consents under Part II of the Copyright,
Designs and Patents Act 1988 or any statutory modification or re-enactment thereof
for the time being in force (“CDPA”) in the Products, and the Producer hereby
agrees to procure the giving of similar consents from all persons engaged or

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 employed by the Producer and whose performances or intellectual property rights
are incorporated in the Products, to enable the University to make the fullest use of
the Products without restriction or payment of further fees.

7.2 The Producer recognises that the University has the unlimited right to edit, copy, alter, add
to, take from, adapt and translate all or any of the Products after delivery by the Producer
and hereby irrevocably and unconditionally waives the benefits of any provision of law
relating to so-called "moral rights" (including without limitation any rights of the Producer
under section 77 to section 85 inclusive of the CDPA) and any similar laws of any jurisdiction
in relation to the Products. The Producer further agrees to procure the waiver of all such
rights in favour of the University and its successors in title by all persons engaged or
employed by the Producer and who contribute to the Video and to whom such rights may
accrue.

7.3 The Producer shall promptly execute and deliver such documents and perform such acts as
may be required for the purpose of giving full effect to this agreement, and shall use all
reasonable endeavours to procure that any third parties shall also do so as necessary. The
University shall reimburse the Producer for the reasonable costs properly incurred by it in
complying with its obligations under this clause.

7.4 The University agrees that the Producer may use the University's name and intellectual
property rights solely to the extent necessary for the purpose of providing the Services, such
as by including them on Delivery Materials, referring to them in paperwork and in
discussions with third parties in order to indicate the nature of the Video, and including them
in the Producer's own promotional materials and showreels in accordance with clause 7.5.
The University warrants that no such use shall infringe the rights of any third party.

7.5 The Producer shall have the non-exclusive right for a period of five years from the Delivery
Date to use extracts from the Video for its own promotional use in internal and client and
prospective client presentations, showreels and on the Producer's website. Each such
extract must be no longer than two minutes in length. The content of the extract and any
statement made about the extract, the Video or the University shall be approved in advance
by the University, and the University shall have the right to request to the Producer that the
extracts be removed and no longer used by the Producer if the University reasonably
considers that such use may be detrimental to the University's reputation or its commercial
interests.

7.6 For the purposes of the Data Protection Act 1998, as amended, the Producer agrees and
consents to the University holding and processing personal data relating to the Producer and
individuals connected with the Producer in any form, whether electronically or otherwise,
provided that the Producer complies at all times with data protection law and best practices.

8. WARRANTIES

8.1 The Producer hereby warrants, represents and undertakes to the University that:
(a) the Producer is fully entitled to enter into and to perform this agreement;
(b) the Video (save to the extent that it incorporates material or personnel made
available to the Producer by the University) will be wholly original to the Producer

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 and will not infringe the copyright or any other rights of any third party, including
rights to privacy;
(c) the Video will not (including by way of inflection or gesture or otherwise) contain any
defamatory matter or breach any contract or duty of confidence nor bring the
University into disrepute or subject it to criminal or civil proceedings, and does not
incorporate any matter which constitutes contempt of court or breach any provision
of law unless such material has been provided to the Producer by the University
and agreed in advance by the parties;
(d) the Producer is and will remain throughout the term a registered data holder and
controller for the purposes of the Data Protection Act 1998 and shall hold all and
any data relating to this agreement strictly in accordance with such legislation at all
times;
(e) the Producer shall not make any commercial exploitation of any of the Products
except as permitted under this agreement; and
(f) the Producer shall indemnify the University and keep the University fully and
effectively indemnified against all actions, costs, demands, losses, claims and
expenses of whatsoever kind or nature arising from any actual or threatened breach
or non-performance of any of the warranties, representations, undertakings or
obligations on the Producer's part contained in this agreement.

9. CONFIDENTIALITY

9.1 The Producer shall not, without the written prior consent of the University, make to any third
party any statement or supply any information or photograph or trailer relating to the Video or
to the Services or to the business or legal affairs of the University, other than to state that it is
producing the Video (but this shall not prevent proper disclosures of information to the
Producer's professional advisers or as required by law).

10. LOSS

The University shall not be liable for:

(a) any claim for loss of publicity or opportunity to enhance the reputation of the
Producer even if it delays or abandons production or exploitation of the Video or the
use of the Services; or
(b) any loss or damage to the property of the University, nor for any personal injury,
illness or death caused or suffered in connection with its engagement under this
agreement unless caused by the negligence of the University and recoverable on
that ground following the judgment of a competent court.

11. TERMINATION

11.1 The University may terminate this agreement on two weeks' written notice.

11.2 On termination under clause 11.1, the Producer shall be entitled to receive payment:
(a) of all sums that the Producer is, up to the date of termination, contractually
obligated to pay third parties; and

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 (b) on a pro rata basis for Services rendered up to the date of termination and any
sums to which the Producer is, up to the date of termination, contractually obligated
to pay third parties.

11.3 The University may terminate this agreement with immediate effect by giving notice to the
Producer if:
(a) the Producer commits a material breach of any term of this agreement which breach
is irremediable or (if such breach is remediable) fails to remedy that breach within a
period of four Business Days (or such shorter period as is reasonable in the context
of the breach) after being notified to do so; or
(b) the Producer repeatedly breaches any of the terms of this agreement in such a
manner as to reasonably justify the opinion that its conduct is inconsistent with it
having the intention or ability to give effect to the terms of this agreement; or
(c) the Producer is incapacitated from rendering the Services for more than either five
consecutive Business Days or ten Business Days in the aggregate.

11.4 On termination under clause 11.3, the Producer shall not be entitled to receive any payment.

11.5 On termination of this agreement for any reason:

(a) neither party shall have any further obligation to the other under this agreement
except as stated in this agreement;
(b) the rights, remedies or obligations of the parties that have accrued or become due
before termination shall remain unaffected; and
(c) the University shall remain entitled to all rights granted or assigned to it under this
agreement.

12. ASSIGNMENT AND OTHER DEALINGS

12.1 The Producer shall not, without the prior written consent of the University, assign, transfer,
mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of
its rights and obligations under this agreement.

12.2 The University shall be entitled to assign the benefit of this agreement, the Products and the
Services to any third party and the Producer shall render the Services to such assignee. The
University shall remain primarily liable to the Producer for all its obligations under this
agreement notwithstanding any such assignment.

13. NOTICES

13.1 Any notice given to a party under or in connection with this contract shall be in writing and
shall be delivered by hand or by prepaid first-class post or other next working day delivery
service at its registered office or its principal place of business.

13.2 Any notice shall be deemed to have been received if delivered by hand, on signature of a
delivery receipt or at the time the notice is left at the proper address or if sent by prepaid

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 first-class post or other next working day delivery service, at 9.00 am on the second
Business Day after posting or at the time recorded by the delivery service.

13.3 The provisions of this clause 13 shall not apply to the service of any proceedings or other
documents in any legal action.

13.4 Save in respect of notices all other communications under this agreement may be sent by e-
mail.

14. GENERAL

14.1 No one other than a party to this agreement, their successors and permitted assignees, shall
have any right to enforce any of its terms.

14.2 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or
joint venture between the parties, constitute either party the agent of the other party, or
authorise either party to make or enter into any commitments for or on behalf of the other
party. Each party confirms it is acting on its own behalf and not for the benefit of any other
person.

14.3 No failure or delay by a party to exercise any right or remedy provided under this agreement
or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or
restrict the further exercise of that or any other right or remedy. No single or partial exercise
of such right or remedy shall prevent or restrict the further exercise of that or any other right
or remedy.

14.4 No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).

14.5 This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between them, whether written or oral, relating to its subject matter.

14.6 Each party agrees that it shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set out in this
agreement. Each party agrees that it shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this agreement.

14.7 The Producer acknowledges that in the event of any breach of any of the terms of this
agreement by the University, the Producer's sole remedy shall be an action at law for
damages and in no event shall it be entitled to rescind this agreement or receive any
injunctive or other equitable relief which may affect the University's ability to exploit the
Products.

14.8 No failure or delay by either party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it
preclude or restrict the further exercise of that or any other right or remedy. No single or

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 partial exercise of such right or remedy shall preclude or restrict the further exercise of that
or any other right or remedy.

14.9 A person who is not a party to this agreement shall not have any rights under or in
connection with it.

14.10 The Producer shall:

(a) comply with all applicable laws, statutes, and regulations, and codes relating to anti-
bribery and anti-corruption including but not limited to the Bribery Act 2010
(“Relevant Requirements”);
(b) not engage in any activity, practice or conduct which would constitute an offence
under section 1, section 2 or section 6 of the Bribery Act 2010 if such activity,
practice or conduct had been carried out in the UK;
(c) comply with such policies relating to ethics, anti-bribery and anti-corruption as the
University may provide to the Producer and update from time to time (“Relevant
Policies”);
(d) have and shall maintain in place throughout the term of this agreement their own
policies and procedures, including adequate procedures under the Bribery Act 2010,
to ensure compliance with the Relevant Requirements and the Relevant Policies
and clause 14.10(b), and will comply with them where appropriate; and
(e) promptly report to the University any request or demand for any undue financial or
other advantage of any kind received by the Producer in connection with the
performance of this agreement.

14.11 Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with this agreement
or its subject matter or formation (including non-contractual disputes or claims). This
agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of England and Wales.

This agreement has been entered into on the date stated at the beginning of it.

Signed by [NAME]
for and on behalf of [NAME OF .......................................
PRODUCER]

Signed by [NAME]
for and on behalf of University of .......................................
Bristol

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 Schedule 1 Briefing Document

[TO INCLUDE:

THE BRIEF

THE PRODUCTION SCHEDULE – DATES, TIMES, LOCATIONS, ETC. FOR THE PREPARATION,
FILMING, PRODUCTION AND POST PRODUCTION OF THE VIDEO

THE DELIVERY MATERIALS INCLUDING THE FORMAT YOU WANT THE VIDEO IN AND ANY
OTHER DOCUMENTS OR DELIVERABLES

IF YOU WANT THE PRODUCER TO COMPLY WITH CLAUSES 2(a) TO (c) OR CLAUSE 3.3 YOU
SHOULD SAY SO IN THE BRIEFING DOCUMENT]

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