Fill and Sign the Executive and Director Indemnity Agreement Rackspacecom Form

__________________________ DIRECTOR’S SERVICES AGREEMENTAGREEMENT made this Day of 2000 by and between Producer and Director. In consideration of the mutual covenants herein contained, the parties hereby agree as follows: 1. SERVICES: (a) Producer hereby employs Director to perform services as staff director and in related capacities upon a television program know as “__________________________” (herein referred to as ``Program'') as Producer may, at any time and from time to time, elect. Director shall perform such services as persons performing the above functions customarily perform, and Director's services shall include the creation and development of titles, ideas, methods, characters, characterizations, locales, incidents, names, and themes, (herein collectively called ``Properties''), for the __________________________ program series, and the creation and development of other uses for the Properties. (b) The Programs may be broadcast in whole or in part on a sustaining basis and/or in whole or in part on a commercially sponsored basis. The word ``broadcast'', as used in this Agreement, means broadcast, transmission and exhibition by means of television devices, methods and improvements now or hereafter developed, whether local, network or otherwise. The Programs may be broadcast throughout the world over such television facilities, and on behalf of such sponsor or sponsors, as Producer may from time to time select or authorize. 2. TERM: (a) The term of this Agreement shall commence on the date of this Agreement and shall continue unless sooner terminated, until _______________, 2000. During this time period it is contemplated that Director shall provide Director services during seventeen (17) recording sessions, producing thirty-four (34), thirty-minute (:30)episodes. (b) Producer shall have the right to terminate this Agreement effective at any time giving Director not fewer than three (3) weeks prior notice. 3. COMPENSATION: (a) Producer will pay the Director the following per diem compensation: $__________ per day / $________ per half day. Director's per diem compensation shall be deemed to constitute payment of the following: (i) all amounts which may become due to Director for directing services and for all other services which Producer shall require Director to render under this Agreement. 4. PAY OR PLAY : Nothing herein contained shall be deemed to obligate Producer to use Director's services hereunder or to broadcast any Program, and Producer shall have fully discharged its obligations hereunder by payment to Director of the applicable compensation set forth in Clause 3. In the event of Director's death, Producer may make all payments, accrued and not yet paid as of the date of Director's death to Director's legal representative or representatives. 5. SERVICES : Director will devote Director's best talents, efforts and abilities in connection with Director's services hereunder and will attend all meetings, rehearsals and reasonable program conferences and publicity photographic sessions, as requested by Producer. Director will perform services subject to the direction and control of Producer. Director shall perform services at such place or places as Producer may from time to time request. 6. WARRANTIES : Director warrants that Director is free to enter into and fully perform this Agreement. 7. WARRANTIES : Director warrants that the Properties created or developed by Director hereunder will be Director's own original work, except for matter in the public domain, and that the Properties and the use thereof will not infringe upon or violate any rights of any kind or nature whatsoever of any person, firm or corporation. 8. INDEMNITY: (a) Director will at all times indemnify and hold harmless Producer, the sponsors, if any, their advertising agencies, if any, any Producers over which Programs are broadcast and any licensee of Producer from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable counsel fees, arising out of: (i) the use of any materials (including Properties) or services furnished by Director hereunder, (ii) any acts done or words spoken by Director in connection with the production, rehearsal or broadcast of the Program, unless such acts or words shall have been requested or supplied by Producer, or (iii) any breach by Director of any warranty or agreement made by Director herein. (b) Producer will at all times indemnify and hold harmless Director from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of the use of any materials (including Properties) or services in connection with the broadcast of any of the Programs, other than materials (including Properties) furnished or services performed by Director; provided, however, that Director shall promptly notify Producer of any claim or litigation to which the indemnity set forth in this sentence applies; and provided, further, that at Producer's option, Producer may assume the defense of any such claim or litigation. If Producer assumes the defense of any such claim or litigation, Producer's obligations with respect thereto shall be limited to paying the amount of any judgment, or settlement approved by Producer, in connection therewith. 9. BREACH OF CONTRACT : If Director at any time breaches any provision of this Agreement, or at any time fails, neglects, refuses or is unable to perform fully any one or more of Director's obligations hereunder, or in the event of incapacity of Director, Producer shall not be required to pay Director any compensation hereunder during such period of breach, non-performance or incapacity and Producer may, at its option, terminate this Agreement forthwith. 10. NAME AND LIKENESS : Producer, any sponsor of a Program, and such sponsor's advertising agency, shall each have the right and may grant to others the right to reproduce, print, publish, or disseminate in any medium, Director's name, portrait, picture, likeness, and voice, and biographical material concerning Director, for the advertising or promotion of the Programs, but not as an endorsement of any product or service. The rights granted in this paragraph shall continue for so long as Producer shall have the right to use or exploit any Program in any manner. 11. OWNERSHIP OF RECORDINGS: (a) All Programs and all elements thereof and all ``recordings,'' (as hereinafter defined) of the Programs shall be the sole and exclusive property of Producer and may be used and exploited by Producer and its licensees in any manner and media whatsoever throughout the world in perpetuity (including, but not limited to, commercially sponsored network broadcasts thereof). All properties created or developed by Director pursuant to Director's services hereunder (whether alone or in conjunction with any other person), or which Director may disclose to Producer during the term hereof shall be the sole and absolute property of Producer for any and all purposes whatsoever, and Director agrees that Director does not have, and will not claim to have, either under this Agreement or otherwise, any right, title or interest of any kind or nature whatsoever in or to such materials, and Director waives any rights of droit morale, and for purposes of copyright, Director's services shall be those of a “work for hire.'' (b) Any Program may be produced for original broadcast in whole or in part on a live basis (which includes the making of recordings thereof by Producer for broadcast subsequent to live recording) or, as Producer may at any time or from time to time elect, may be produced for original broadcast in whole or in part by means of recording. The terms ``recording'' or ``recordings'', as used herein, shall mean and include any recording or recordings made (whether before, during, or after a broadcast transmission) by tape, film, disc, or any other similar or dissimilar method of recording whether now known or hereafter developed. 12. BILLING CREDIT : Provided Director has performed all services in accordance with this Agreement, Producer shall grant to Cast Member a program credit in accordance with industry practice. The size and placement of such credit shall be at Producer’s sole discretion. 13. MORALS : Director will act at all times with due regard to public morals and conventions. If Director shall have committed or does commit any act or if Director shall have conducted or does conduct himself or herself in a manner, which shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Director into public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon Producer, the sponsors, or their advertising agencies, or otherwise injure the success of the Programs, Producer shall have the right to terminate this Agreement upon notice to Director given at any time on or before the thirtieth (30th) day following the date on which the commission of such act, or such conduct, shall have become publicly known. 14. WARRANTIES : In connection with the production or preparation of any Program or program matter which is intended for broadcast by Producer, Director warrants and represents that Director has not accepted or agreed to accept, and will not accept or agree to accept, directly or indirectly, without first obtaining the approval of Producer, any money, service or other valuable consideration for the inclusion of matter as part of such Program or program matter from anyone other than Producer. 15. UNIONS : Producer makes the material representation that it is not a signatory to the American Federation of Television and Radio Artists (AFTRA) collective bargaining agreement or any other union or guild agreement. 16. INDEPENDENT CONTRACTORS: It is agreed that Director is furnishing his/her services as an independent contractor, and Director is solely responsible for the payment of all applicable federal, state and local taxes, withholdings and contributions arising out of Director's services hereunder. 17. WAIVER : A waiver by either party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. 18. WRITTEN NOTICES : All notices required to be given hereunder shall be given in writing, either by personal delivery or by mail or by telefax at the respective addresses of the parties hereto, set forth above, or at such other addresses as may be designated in writing by registered mail by either party. Notice given by mail shall be deemed given on the date of mailing thereof. 19. APPLICABLE LAW : This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of _______________ applicable to contracts performed entirely therein. 20. VALIDITY : If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances, or the validity or enforceability of this Agreement. 21. ASSIGNMENT : Producer may assign its rights hereunder in whole or in part to any person, firm or corporation, including but not limited to the right to require Director to perform services on Programs produced and/or broadcast by any other person, firm or corporation, and this Agreement may be assigned by any assignee thereof; provided however, that no such assignment shall relieve Producer of any of its obligations hereunder. 22. ENTIRE AGREEMENT : This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained, and this Agreement cannot be changed or terminated orally. IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written. __________________________ Director: By: Print Signature