Form of Director Indemnity Agreement

Director Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the "Agreement" ) is made as of this 1st day of December 2005, between COGNOS INCORPORATED (the "Corporation" ) and _______________ (the "Indemnified Party" ).


RECITALS:


A. The Board of Directors of the Corporation (the "Board" ) has determined that the Corporation should act to assure the Indemnified Party of reasonable protection through indemnification against certain risks arising out of service to, and activities on behalf of, the Corporation to the extent permitted by law.


NOW THEREFORE the parties agree as follows:


1. Indemnification . The Corporation will indemnify and save harmless the Indemnified Party and the heirs and legal representatives of the Indemnified Party to the fullest extent permitted by applicable law:


1.1 from and against all Expenses (as defined below) sustained or incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other Proceeding (as defined below), whether or not brought by the Corporation, to which the Indemnified Party is made a party by reason of being or having been a director or officer of the Corporation except for any Expense attributable to the Indemnified Party92s not having acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party92s not having had reasonable grounds for believing that his or her conduct was lawful; and


1.2 from and against all Expenses sustained or incurred by the Indemnified Party as a result of serving as a director or officer of the Corporation in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Indemnified Party as a director or officer of the Corporation, whether before or after the effective date of this Agreement and whether or not related to a Proceeding brought by the Corporation.


Subject to applicable law, this indemnity will apply without reduction regardless of whether the Indemnified Party committed any fault or omitted to do anything that the Indemnified Party ought to have done.


"Expenses" means all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees and other expenses of whatever nature or kind, provided that any costs, expenses and professional fees included as Expenses hereunder shall be reasonable.


"Proceeding" will include a claim, demand, suit, proceeding, inquiry, hearing, discovery or investigation, of whatever nature or kind, whether anticipated, threatened, pending, commenced, continuing or completed, and any appeal or appeals therefrom.


The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation92s request as (a) an officer or director of another corporation or (b) a similar role with another entity, including a partnership, trust, joint venture or other unincorporated entity.


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2. Presumptions/Knowledge


2.1 For purposes of any determination hereunder the Corporation will have the burden of establishing the exception specified in Section 1.1. on the part of the Indemnified Party. The termination of any civil, criminal, administrative, investigative or other proceeding by any judgment, order, settlement or conviction will not, of itself, create a presumption either that the Indemnified Party did not act in good faith and/or in the best interests of the Corporation or that, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party did not have reasonable grounds for believing that the Indemnified Party92s conduct was lawful.


2.2 The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement.


2.3 The Corporation will have the burden of establishing that any Expense it wishes to challenge is not reasonable.


3. Notice by Indemnified Party . As soon as is practicable, upon the Indemnified Party becoming aware of any Proceeding which may give rise to indemnification under this Agreement (other than a Proceeding commenced by ...