Common use of Diversity and Project Diamond Clause in Contracts

Diversity and Project Diamond. 15.1 The parties acknowledge and agree that Channel 4 is participating in Diamond. For the purposes of Diamond, the parties acknowledge and agree that the Diamond Broadcasters will be the Data Controllers of all Diamond Diversity Data and the Producer will be the Data Processor of the Diamond Diversity Data inputted by the Producer to the Diversity Data Modules, and Channel 4 will use all Diamond Diversity Data in accordance with its obligations under the Data Protection Legislation. 15.2 The Producer shall, save in respect of the Excluded Categories: (i) notify the Participants of the submission of their e-mail addresses into Silvermouse for the purpose of being invited to complete the Diversity Self-declaration Form, and (ii) complete the Contributors Form, the Diversity Actual Form and (iii) complete the Diversity Perceived Form in Silvermouse. For the purposes of this clause, “complete” shall have the meaning set out in the Diamond Guidance Notes. 15.3 Where a Participant does not provide the Producer with an e-mail address the Producer will use reasonable endeavours to supply or make available to the Participant a Diversity Self-Service Form. 15.4 Channel 4 may compile reports using Diamond Diversity Data relating to the Programme(s) that is contained in the Diversity Data Modules (the “Reports”). Channel 4 may choose to share the Reports with the Producer and will do so on the basis that the Producer acts as a Data Processor of the Reports and the Producer agrees to treat the Reports as confidential and hold them in accordance with the provisions of the Data Protection Legislation. 15.5.1 Subject to the provisions of 15.5.2 below, Channel 4 shall indemnify the Producer against: (i) any direct financial loss and or penalty actually suffered by the Producer due to a data infringement under Data Protection Legislation with respect to the Diamond Diversity Data that is incurred by the Producer substantially and directly as a result of the Producer being a data processor of Diamond Diversity Data where such infringement is as a direct result of the Channel 4’s, or Soundmouse’s actions; and/or (ii) any reasonable external legal costs actually incurred by the Producer in respect of (a) such data infringement claim referred to in (i) above, and/or (b) defending any claim or action with respect to mishandling of the Diamond Diversity Data made against the Producer by a Participant substantially and directly as a consequence of the Participant’s involvement in Diamond, and being made as a direct result of Channel 4’s, and/or Soundmouse’s actions. 15.5.2 The indemnity set out in 15.5.1 shall be subject to the following: the Producer has fully complied with all its obligations and responsibilities under the applicable contract (if any) between itself and the affected individual, the provisions relating to Diamond and data protection in this Agreement, Data Protection Legislation and the Diamond Guidance Notes (in so far as the Diamond Guidance Notes are relevant to a claim under this indemnity). If a Producer has reason to believe that the Data Protection Legislation and the Diamond Guidance Notes are inconsistent, it shall promptly notify Channel 4 and follow the instructions subsequently given to it by Channel 4. For the avoidance of doubt, providing the Producer acts in accordance with the provisions of this clause 15.5.2, if a regulatory body or court of competent jurisdiction determines that the Diamond Guidance Notes are not fully consistent with the Data Protection Legislation and such inconsistency results in the Producer making a claim under this indemnity, the validity of the indemnity shall not be affected; where the Producer has contracted the Participants the contract incorporates the pan-industry agreed or equivalent wording for project Diamond; the Producer will notify Channel 4 immediately in writing in the event that a claim arising under 15.5.1 has been made against the Producer; Channel 4 is entitled to control any investigation into and/or defence to such actions/claims/proceedings being made; the Producer will provide such cooperation or assistance as Channel 4 may reasonably request in conducting such investigation and/or defence; the Producer will not make any admissions of liability or agreement to settle nor incur any legal costs in investigating or defending any such claim without the prior written consent of Channel 4; the Producer will take all reasonable steps to mitigate their losses; and the total liability of Channel 4 per claim under clause 15.5.1(i) or (ii) is limited to: (a) £500,000 where there is only one claim arising from a data subject from the act or omission which gives rise to the claim; and (b) £1,000,000 in aggregate for a series of claims arising from data subjects from the same act or omission. In the event that Channel 4 terminates its participation in the Diamond project or ceases to be a member of the CDN this indemnity will no longer apply. For the avoidance of doubt, if the act or omission which gives rise to any liability under this indemnity occurs prior to the date Channel 4 terminates its participation in the Diamond project or ceases to be a member of the CDN, the validity of this indemnity shall not be affected. “CDN” Creative Diversity Network ‘’Contributors Form’’ a form generated by Silvermouse to record on-screen and off-screen participants “Data Protection Legislation” the Data Protection ▇▇▇ ▇▇▇▇ and all applicable laws and regulations relating to personal data and privacy as may be in force from time to time

Diversity and Project Diamond. 15.1 The parties acknowledge and agree that Channel 4 is participating in Diamond. For the purposes of Diamond, the parties acknowledge and agree that the Diamond Broadcasters will be the Data Controllers of all Diamond Diversity Data and the Producer will be the Data Processor of the Diamond Diversity Data inputted by the Producer to the Diversity Data Modules, and Channel 4 will use all Diamond Diversity Data in accordance with its obligations under the Data Protection Legislation. 15.2 The Producer shall, save in respect of the Excluded Categories: (i) notify the Participants of the submission of their e-mail addresses into Silvermouse for the purpose of being invited to complete the Diversity Self-declaration Form, and (ii) complete the Contributors Form, the Diversity Actual Form and (iii) complete the Diversity Perceived Form in Silvermouse. For the purposes of this clause, “complete” shall have the meaning set out in the Diamond Guidance Notes. 15.3 Where a Participant does not provide the Producer with an e-mail address the Producer will use reasonable endeavours to supply or make available to the Participant a Diversity Self-Self- Service Form. 15.4 Channel 4 may compile reports using Diamond Diversity Data relating to the Programme(s) that is contained in the Diversity Data Modules (the “Reports”). Channel 4 may choose to share the Reports with the Producer and will do so on the basis that the Producer acts as a Data Processor of the Reports and the Producer agrees to treat the Reports as confidential and hold them in accordance with the provisions of the Data Protection Legislation. 15.5.1 Subject to the provisions of 15.5.2 below, Channel 4 shall indemnify the Producer against: (i) any direct financial loss and or penalty actually suffered by the Producer due to a data infringement under Data Protection Legislation with respect to the Diamond Diversity Data that is incurred by the Producer substantially and directly as a result of the Producer being a data processor of Diamond Diversity Data where such infringement is as a direct result of the Channel 4’s, or Soundmouse’s actions; and/or (ii) any reasonable external legal costs actually incurred by the Producer in respect of (a) such data infringement claim referred to in (i) above, and/or (b) defending any claim or action with respect to mishandling of the Diamond Diversity Data made against the Producer by a Participant substantially and directly as a consequence of the Participant’s involvement in Diamond, and being made as a direct result of Channel 4’s, and/or Soundmouse’s actions. 15.5.2 The indemnity set out in 15.5.1 shall be subject to the following: : (i) the Producer has fully complied with all its obligations and responsibilities under the applicable contract (if any) between itself and the affected individual, the provisions relating to Diamond and data protection in this Agreement, Data Protection Legislation and the Diamond Guidance Notes (in so far as the Diamond Guidance Notes are relevant to a claim under this indemnity). If a Producer has reason to believe that the Data Protection Legislation and the Diamond Guidance Notes are inconsistent, it shall promptly notify Channel 4 and follow the instructions subsequently given to it by Channel 4. For the avoidance of doubt, providing the Producer acts in accordance with the provisions of this clause 15.5.2, if a regulatory body or court of competent jurisdiction determines that the Diamond Guidance Notes are not fully consistent with the Data Protection Legislation and such inconsistency results in the Producer making a claim under this indemnity, the validity of the indemnity shall not be affected; ; (ii) where the Producer has contracted the Participants the contract incorporates the pan-industry agreed or equivalent wording for project Diamond; ; (iii) the Producer will notify Channel 4 immediately in writing in the event that a claim arising under 15.5.1 has been made against the Producer; ; (iv) Channel 4 is entitled to control any investigation into and/or defence to such actions/claims/proceedings being made; ; (v) the Producer will provide such cooperation or assistance as Channel 4 may reasonably request in conducting such investigation and/or defence; ; (vi) the Producer will not make any admissions of liability or agreement to settle nor incur any legal costs in investigating or defending any such claim without the prior written consent of Channel 4; ; (vii) the Producer will take all reasonable steps to mitigate their losses; and and (viii) the total liability of Channel 4 per claim under clause 15.5.1(i) or (ii) is limited to: (a) £500,000 where there is only one claim arising from a data subject from the act or omission which gives rise to the claim; and (b) £1,000,000 in aggregate for a series of claims arising from data subjects from the same act or omission. . (ix) In the event that Channel 4 terminates its participation in the Diamond project or ceases to be a member of the CDN this indemnity will no longer apply. For the avoidance of doubt, if the act or omission which gives rise to any liability under this indemnity occurs prior to the date Channel 4 terminates its participation in the Diamond project or ceases to be a member of the CDN, the validity of this indemnity shall not be affected. “CDN” Creative Diversity Network ‘’Contributors Form’’ a form generated by Silvermouse to record on-screen and off-screen participants “Data Protection Legislation” the Data Protection ▇▇▇ ▇▇▇▇ and all applicable laws and regulations relating to personal data and privacy as may be in force from time to timeparticipants