Common use of Further Competition Procedure Clause in Contracts

Further Competition Procedure. The process of a Customer issuing a Project Specification and the Supplier submitting a proposal in response to such Project Specification, as set out in DPS Clause 3.10. GDPR Means the General Data Protection Regulation (Regulation (EU) 2016/679) Good Industry Practice Standards, practices, methods and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector. Guarantee A deed of guarantee that may be required under this Contract in favour of the Customer in the form set out in DPS Schedule 9 (Guarantee) granted pursuant to Clause 3 (Contract Guarantee). Guarantor The person, in the event that a Guarantee is required under this Contract, acceptable to the Customer to give a Guarantee. Impact Assessment The assessment to be carried out by a Party requesting a Variation in accordance with Clause 9.4. Information The same meaning given under section 84 of the Freedom of Information Act 2000 as amended from time to time Insolvency Event Means, in respect of the Supplier [or DPS Guarantor (as applicable)]: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986; or b) a winding-up resolution is considered or passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or c) a petition is presented for its winding up (which is not dismissed within fourteen (14) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to section 98 of the Insolvency Act 1986; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or g) being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or h) where the Supplier is an individual or partnership, any event analogous to these listed in this definition occurs in relation to that individual or partnership; or d) any event analogous to these listed in this definition occurs under the law of any other jurisdiction Intellectual Property Rights or IPR The following rights, wherever in the world enforceable, or such similar rights, which have equivalent effect, including all reversions and renewals and all applications for registration: • any patents or patent applications • any trade marks (whether or not registered) • inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration • copyright or design rights (whether registered or unregistered) • database rights • performer's property rights as described in Part II of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world • any goodwill in any trade or service name, trading style or get-up and • any and all other intellectual or proprietary rights Key Individuals Individuals named by the Supplier in the Letter or Appointment or Statement of Work as having a major responsibility for delivering the Project.

Further Competition Procedure. The process of a Customer Client issuing a Project Specification Brief and the Supplier Agency submitting a proposal in response to such Project SpecificationBrief, as set out in DPS Framework Clause 3.10. GDPR Means the The United Kingdom General Data Protection Regulation (Regulation (EU) 2016/679) Good Industry Practice Standards, practices, methods and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector. Guarantee A deed of guarantee that may be required under this Contract in favour of the Customer in the form set out in DPS Schedule 9 (Guarantee) granted pursuant to Clause 3 (Contract Guarantee). Guarantor The person, in the event that a Guarantee is required under this Contract, acceptable to the Customer to give a Guarantee. Impact Assessment The assessment to be carried out by a Party requesting a Variation in accordance with Clause 9.4If the Agency requests a Variation, the Client can ask the Agency to carry out an assessment of the effects of the proposed Variation (an Impact Assessment). The Impact Assessment must consider:. Information The same meaning given under section 84 of the Freedom of Information Act 2000 as amended from time to time time. Insolvency Event Means, in respect of the Supplier [or DPS Guarantor (as applicable)]Agency: a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986; or b) a winding-up resolution is considered or passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or c) a petition is presented for its winding up (which is not dismissed within fourteen (14) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to section 98 of the Insolvency Act 1986; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or g) being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or h) where the Supplier Agency is an individual or partnership, any event analogous to these listed in this definition occurs in relation to that individual or partnership; or di) any event analogous to these those listed in this definition occurs under the law of any other jurisdiction jurisdiction. Intellectual Property Rights or IPR The following rights, wherever in the world enforceable, or such similar rights, which have equivalent effect, including all reversions and renewals and all applications for registration: • any patents or patent applications applications; • any trade marks (whether or not registered) ); • inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration registration; • copyright or design rights (whether registered or unregistered) ); • database rights rights; • performer's property rights as described in Part II of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world world; • any goodwill in any trade or service name, trading style or get-up up; and • any and all other intellectual or proprietary rights rights. Invitation to Tender The invitation to tender for the Framework Agreement issued by CCS; Key Individuals Individuals named by the Supplier Agency in the Letter or of Appointment or Statement of Work Brief as having a major responsibility for delivering the ProjectServices. Know-How All ideas, concepts, schemes, information, knowledge, techniques, methodology, and anything else in the nature of know-how relating to the Services but excluding know-how already in the Agency's or the Client's possession before the Effective Date. Law Any law, subordinate legislation, bye-law, enforceable right, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Agency has to comply. Letter of Appointment The Letter of Appointment, substantially in the form set out in Framework Schedule 4, signed by both Parties and dated on the Effective Date. Lot(s) The groups of services described in the Framework Agreement under the terms Lots 1, 2, 3 and or 5 which details where relevant to a Call-Off Contract are included in the Letter of Appointment. Losses Any losses, damages, liabilities, claims, demands, actions, penalties, fines, awards, costs and expenses (including reasonable legal and other professional expenses) to either Party subject to Clause Nothing in this Call-Off Contract will exclude or in any way limit either Party's liability for fraud, death or personal injury caused by its negligence. and Subject always to Clauses Nothing in this Call-Off Contract will exclude or in any way limit either Party's liability for fraud, death or personal injury caused by its negligence. and Subject to Clause Nothing in this Call- Off Contract will exclude or in any way limit either Party's liability for fraud, death or personal injury caused by its negligence. and except for any claims arising under Clause With respect to any Claim conducted by the Agency pursuant to Clause Subject to Clause With respect to any Claim conducted by the Agency pursuant to Clause Subject to Clause With respect to any Claim conducted by the Agency pursuant to Clause Subject to Clause 19.12, on the giving of a notice by the Client, where it appears that the Client is or may be entitled to indemnification from the Agency in respect of all (but not part only) of the liability arising out of the Claim, the Agency shall (subject to providing the Client with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Client at the Agency’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Agency does elect to conduct the Claim, the Client shall give the Agency all reasonable cooperation, access and assistance for the purposes of such Claim, and the Client shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Agency.:, on the giving of a notice by the Client, where it appears that the Client is or may be entitled to indemnification from the Agency in respect of all (but not part only) of the liability arising out of the Claim, the Agency shall (subject to providing the Client with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Client at the Agency’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Agency does elect to conduct the Claim, the Client shall give the Agency all reasonable cooperation, access and assistance for the purposes of such Claim, and the Client shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Agency.:, on the giving of a notice by the Client, where it appears that the Client is or may be entitled to indemnification from the Agency in respect of all (but not part only) of the liability arising out of the Claim, the Agency shall (subject to providing the Client with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Client at the Agency’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the Claim. If the Agency does elect to conduct the Claim, the Client shall give the Agency all reasonable cooperation, access and assistance for the purposes of such Claim, and the Client shall not make any admission which could be prejudicial to the defence or settlement of the Claim without the prior written consent of the Agency.:, neither Party will be liable to the other in any situation for any:, the maximum amount the Agency can be liable for in respect of all Defaults shall in no event exceed:. Malicious Software Any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence. Materials Any artwork, copy, models, designs, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, software, or any other material protected by Intellectual Property Rights. Media Owner Any third party with whom the Agency or Agency Group contracts or places an order either directly or indirectly for the purchase of Media Placements, including any member of the Media Owner Group. Media Owner Group Any other company which from time to time directly or indirectly Controls, or is Controlled by, the Media Owner, or is under the same direct or indirect common Control as the Media Owner, including: - any affiliated or associated companies of the Media Owner including any companies with which the Media Owner has a joint venture; - any trading arm used by the Media Owner; and - any sub-contractor or agency of the Media Owner or any other entity providing services directly or indirectly to the Media Owner. Media Placement The advertising, sponsorship or promotional space and/or time in a publication, broadcast stream, press insert, transmission, VOD, website or any other on or off-line platform which is purchased either directly or indirectly from third parties by the Agency or Agency Group in connection with the provision of Services and all clicks howsoever purchased. Moral Rights All rights described in Part I, Chapter IV of the Copyright Designs and Patents act 1988 and any similar rights of authors anywhere in the world.

Further Competition Procedure. The process of a Customer customer issuing a Project Specification Brief and the Supplier submitting a proposal in response to such Project Specification, as set out in DPS Clause 3.10Brief. GDPR Means the General Data Protection Regulation (Regulation (EU) 2016/679) Good Industry Practice Standards, practices, methods methods, and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector. Guarantee A deed of guarantee that may be required under this Contract Call Off Framework Agreement in favour of the Customer in the form set out in DPS Schedule 9 (Guarantee) granted pursuant to Framework Clause 3 (Contract Call Off Guarantee). Guarantor The person, in the event that if a Guarantee is required under this ContractCall Off Framework Agreement, acceptable to the Customer to give a Guarantee. Impact Assessment The assessment to be carried out by a Party requesting a Variation in accordance with Clause 9.4. Information The same meaning given under section 84 of the Freedom of Information Act 2000 as amended from time to time Insolvency Event Means, in respect of the Supplier [or DPS Framework Guarantor (as applicable)]: a) ): a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986; or b) a winding-up resolution is considered or passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or c) a petition is presented for its winding up (which is not dismissed within fourteen (14) Working Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors' meeting is convened pursuant to section 98 of the Insolvency Act 1986; or d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or g) being a "small company" within the meaning of section 382(3) of the Companies Act 2006, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986Act1986; or h) where the Supplier is an individual or partnership, any event analogous to these listed in this definition occurs in relation to that individual or partnership; or d) any event analogous to these listed in this definition occurs under the law of any other jurisdiction jurisdiction. Intellectual Property Rights or IPR The following rights, wherever in the world enforceable, or such similar rights, which have equivalent effect, including all reversions and renewals and all applications for registration: • any patents or patent applications • any trade marks trademarks (whether or not registered) • inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration • copyright or design rights (whether registered or unregistered) • database rights • performer's property rights as described in Part II of the Copyright Designs and Patents Act 1988 and any similar rights of performers anywhere in the world • any goodwill in any trade or service name, trading style or get-up and • any and all other intellectual or proprietary rights Key Individuals Individuals named by the Supplier in the Letter or Appointment or Statement Letter of Work Appointment and Order Form as having a major responsibility for delivering the ProjectServices. Law Any law, subordinate legislation, byelaw, enforceable right, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Supplier must comply.