Directors Rights Collective of Canada (“DRCC”) Membership Agreement September 29, 2006 Definitions: 1.1 “Agreement” includes Application form and Credit Sheet; “Audiovisual Rights” means any rights in respect of copyright, rights of equitable remuneration and rights arising due to authorship in an Audiovisual Work, whether such rights now exist in whole or in part or are hereafter acquired, excluding any rights administered under any collective agreement or other industry-wide agreement, such as a Guild Basic Agreement; “Audiovisual Work” means a work consisting of a series of related images, whether or not accompanied by sound, whether or not incorporating other elements, produced by whatever method and upon whatever medium, which is intended to be perceived, reproduced or communicated by means of a device; “DGC” means the Directors Guild of Canada; “Remuneration” has the meaning ascribed thereto in Article 2.1(a) “Rightsholder” means a person entitled to Audiovisual Rights. Grants of Rights: Collection 2.1 The undersigned as a rightsholder (the “Rightsholder”) grants the DRCC the power and authority to administer, on the Rightsholders’ behalf, the Audiovisual Rights of the Rightsholder, including the authority to (a) collect, allocate and distribute secondary use payments, fees, royalties, levies and other remuneration or payments (“Remuneration”) which the DRCC believes may be due to the Rightsholder in respect of the Rightsholder’s Audiovisual Rights throughout the world; (b) to exercise on behalf of the Rightsholder legal rights and remedies in relation to the use of the Rightsholder’s Audiovisual Rights. 2.2 Audiovisual Rights include, but are not limited to, rights in respect of private copying, rental and lending and cable retransmission of Audiovisual Works, in Europe and elsewhere, whether payable by collecting societies or otherwise. 2.3 The Rightsholder acknowledge that the DRCC shall administer only such of the Audiovisual Rights as determined by the DRCC board of directors from time to time. Grants of Rights: Negotiation 3.1 The Rightsholder grants the DRCC the power and authority, but not the obligation, at the DRCC’s sole and absolute discretion, to negotiate, rescind, vary or alter from time to time any agreements respecting the Rightsholder’s Audiovisual Rights, to take any necessary action to collect any amounts which may be payable to the Rightsholder arising from such Audiovisual Rights, to institute and prosecute proceedings against any persons infringing the Audiovisual Rights, and to release, compromise or settle any disputes, differences or conflicting claims in relations to such rights Revenue Distribution: 4.1 All collection, allocation and distribution of Remuneration that the DRCC makes to Rightsholder will be made pursuant to Distribution Rules made by the DRCC’s Board of Directors in effect from time to time. The Rightsholder acknowledges and accepts that the DRCC may from time to time vary the Distribution Rules at its sole and absolute discretion. 4.2 The Rightsholder agrees that the DRCC may deduct from the Remuneration such sums as the DRCC may from time to time decide, pursuant to policies consistently applied, in reimbursement of its costs and in respect of the provision of its services to the Rightsholder. 4.3 The DRCC shall provide the Rightsholder prior to December 31, in any year (the “accounting date”) an accounting of the Remuneration which the DRCC has received and is satisfied is due and owning to the Rightsholder. 4.4 The DRCC may from time to time change the accounting date. 4.5 If the DRCC collects Remuneration but does not have sufficient information to distribute it according to the Distribution Rules, the DRCC’s Board of Directors has the right to approve any other way of distributing such Remuneration that it considers fair, taking into account all such factors as it considers relevant. 4.6 If an overpayment is made to the Rightsholder by the DRCC for whatever reason, the Rightsholder undertakes to refund such overpayment to the DRCC within 14 days of receiving notification from the DRCC of such overpayment. The DRCC may at its sole and absolute discretion set off all or part of such overpayment against future payments to the Rightsholder. 4.7 The DRCC shall use its reasonable efforts prior to payment of Remuneration to ascertain that they are properly due and owing to the Rightsholder. Neither the DRCC nor its officers or directors shall be held liable for any acts or omissions provided the DRCC acted reasonably and in good faith. Warranty and Proof 5.1 Prior to the payment of any distribution of Remun eration, the DRCC may require such evidence of entitlement to payment of the Remunerati on as it may deci de is necessary. 5.2 The DRCC may require the Rightsholder to warrant that: (a) the Rightsholder; or (b) where the Rightsholder is an estate, the deceased, performed the services which give rise to the Rightsholder’s claim for entitlement in respect of an Audiovisual Work for which Remuneration is payable, and as such is solely and beneficially entitled to the Remuneration. Indemnification 6.1 The Rightsholder shall indemnify and hold harmless the DRCC, its officers and directors, used by any claims and demands made agai nst the DRCC as a result of any breach by the Ri ghtsholder of any of the warranties provided by the Rightsholder to the DRCC. 6.2 The DRCC shall not have any obligation or liability to the Rightsholder in the event of any act or omission on the part of the D RCC, its directors or officers, wh ere the DRCC acted reasonably and in good faith, or where such act or omission is caused by matte rs outside the reasonable control of the DRCC. Term 7.1 This Agreement shall terminate upon the terminati on of the membership of the Rightsholder in the DRCC in accordance with th e By-laws of the DRCC. A Rightsholder may terminate this Agreement by written notice to the DRCC at any time, whereupon the Rightsholder ’s membership in the DRCC shall cease. The Rightsholder remain s liable to pay any outstan ding indebtedness due and unpaid to the DRCC at such time. Sixty days prior notice in writing is required to provide for orderly termination of the rights administration of the Rightsholder. 7.2 The DRCC may terminate this Agreement on writte n notice to the Rightsholder, however such termination is subject to any accrued rights of the Rightsholder to Rem uneration in accordance with the By-laws of the DRCC. Notices 8.1 All notices, requests, consents and amended Schedules or Credit Sheets permitted or required under this Agreement must be in writing and sent by mail to the DRCC at its registered office or, in the case of a member of the D RCC, to the last addres s of that member as recorded on the books of the DRCC. Amendments to Agreements and Schedules 9.1 No amendment to the principal part of this Agreement will take effe ct unless it is in writing and signed by all parties. Schedules may be updated from time to time. 9.2 The Rightsholder will send updates to Schedule A (Rightsholder Information ) as required and will promptly update Schedule B (Professional Information – Credit Sheets) when necessary to update the list of the Rightsholder’s Audiovis ual Works covered by this Agreement. Dispute Resolution 10.1 Any dispute arising out of this Agreement will be referred to arbitration, in which case the Arbitration Act, S.O. 1991, c.17 will apply. Further Documents 11.1 The Rightsholder agrees to do all such other acts and things and sign such further documents as DRCC may from time to time require for the pu rpose of administering the Audiovisual Rights granted hereby. Letters Patent and By-Laws 12.1 The Rightsholder agrees to be bound by the Letter s Patent and By-laws of the DRCC, as well as all resolutions and any applicable agreement to which the DRCC is or may become a party. Fees 13.1 The Rightsholder hereby agrees to pay to DRCC a ll required membership fe es, application fees and any other charges or payments duly authorized by the DRCC pursuant to its By-laws. Governing Law 14.1 No amendment to the principal part of this Agreement will take effe ct unless it is in writing and signed by all parties. Schedules may be updated from time to time.