Exhibit 10.10
FORM OF OFFICER AND DIRECTOR INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this day of ,
2006, between Corel Corporation, a corporation existing under the laws of Canada
(the "Company"), and (the "Indemnified Party").
WHEREAS, the Indemnified Party is an executive officer/member of the Board
of Directors of the Company and in such capacity is performing a valuable
service for the Company; and
WHEREAS, the by-laws of the Company (the "By-laws") provide for the
indemnification of its directors and executive officers to the maximum extent
authorized by law; and
WHEREAS, Section 124 of the Canada Business Corporations Act (the "CBCA")
permits, and in some cases requires, the Company to indemnify individuals who
are or were directors and officers of the Company, or who act or acted at the
Company's request as directors or officers or in a similar capacity of other
entities (an "Other Entity", a term which, for the purposes of this Agreement
will include a corporation or other entity that becomes an Other Entity in the
future). All such individuals, including those acting in a capacity similar to
director and/or officer of an Other Entity, are referred to as "Directors" and
"Officers", respectively, and the phrase "Director and Officer" means an
individual who is or was either, or both, a Director and/or an Officer; and
WHEREAS, the number of lawsuits and shareholders' derivative lawsuits
against corporations, their directors and officers has increased in recent
years, such lawsuits frequently are without merit and seek damages in amounts
having no reasonable relationship to the amount of compensation received by the
directors and officers from the corporation, and such lawsuits whether or not
meritorious are expensive and time-consuming to defend; and
WHEREAS, the Company wishes to have the Indemnified Party continue to
serve as a Director and Officer free from undue concern for unpredictable or
unreasonable claims for damages by reason of the Indemnified Party's status as a
Director and Officer, by reason of the Indemnified Party's decisions or actions
on its behalf or by reason of the Indemnified Party's decisions or actions in
another capacity while serving as a Director and Officer; and
WHEREAS, the Indemnified Party has expressed reluctance to continue to
serve as a Director and Officer without assurances that adequate insurance and
indemnification is and will continue to be provided; and
WHEREAS, in order to induce the Indemnified Party to continue to serve as
a Director and Officer, the Company has determined and agreed to enter into this
Agreement with the Indemnified Party;
NOW, THEREFORE, in consideration of the sum of $1.00 now given by the
Indemnified Party to the Company, of the Indemnified Party's continued service
as a Director and Officer, and of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:
1. Indemnified Party Liability Insurance.
(a) Except as provided in (b) below, the Company hereby agrees to
use its best efforts to obtain and maintain directors and officers liability
insurance for the Indemnified Party for so long as the Indemnified Party shall
continue to serve as a Director and Officer and thereafter so long as the
Indemnified Party shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that the Indemnified Party was a
Director and Officer.
(b) The Company shall have no obligation hereunder to obtain or
maintain directors and officers liability insurance if, in the reasonable
business judgment of the Board of Directors of the Company, such insurance is
not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, or the coverage provided by
such insurance is limited, by exclusions or otherwise, so as to provide an
insufficient benefit.
(c) In all policies of directors and officers liability insurance,
the Indemnified Party shall be covered as an insured party in such a manner as
to provide the Indemnified Party the same rights and benefits, subject to the
same limitations, as are accorded to the Company's executive officer or director
most favourably insured by such policies.
(d) The Company shall give prompt written notice to the Indemnified
Party of any amendment or other change or modification, or any proposed
amendment, change or modification, to any policy of directors and officers
liability insurance maintained by the Company and covering the Indemnified
Party.
2. Indemnification. Subject only to the exclusions set forth in this
Agreement, the Company hereby agrees to hold harmless and indemnify the
Indemnified Party to the full extent authorized or permitted by Section 124 of
the CBCA, including any amendment thereof, or any other statutory provisions
authorizing or permitting such indemnification which are adopted after the date
hereof. Notwithstanding the foregoing, the Company shall not be required to
indemnify the Indemnified Party for any losses to the extent that such losses
are covered by directors and officers liability insurance as described in
Section 1 above. Without limiting the generality of the foregoing:
(a) Third Party Actions. The Company shall hold harmless and
indemnify the Indemnified Party if the Indemnified Party was or is a party or is
threatened to be made a party to any claim, demand, action, suit, investigation
or proceeding, whether civil, criminal, administrative or investigative (other
than an action
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by or in the right of the Company), whether anticipated, threatened, pending,
commenced, continuing or completed, and any appeal or appeals therefrom
(collectively, "proceedings") by reason of the fact that the Indemnified Party
is or was or had agreed to serve (so long as the Indemnified Party actually is
serving or did so serve) as a Director and Officer, against any and all costs,
charges and expenses actually and reasonably incurred by the Indemnified Party
or on the Indemnified Party's behalf in connection with such proceeding.
(b) Suits By or in the Right of the Company or an Other Entity. The
Company shall hold harmless and indemnify the Indemnified Party if the
Indemnified Party is or was a party or is threatened to be made a party to any
proceeding by or in the right of the Company or an Other Entity by reason of the
fact that the Indemnified Party is or was or had agreed to be (so long as the
Indemnified Party actually is or did become) a Director and Officer against any
and all costs, charges and expenses. In respect of an action by or on behalf of
the Company or an Other Entity to procure a judgment in its favour to which the
Indemnified Party is made a party by reason of being or having been a Director
and Officer, indemnification under Section 2, including the making of expense
advances under Section 2(e) and Section 6(c), shall be made only after obtaining
approval of the court having jurisdiction.
(c) Partial Indemnification. If the Indemnified Party is entitled to
indemnification under any provision of this Agreement for a portion of the
costs, charged and expenses actually and reasonably incurred by the Indemnified
Party or on the Indemnified Party's behalf in the investigation, defense, appeal
or settlement of such proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify the Indemnified Party for the
portion thereof to which the Indemnified Party is entitled.
(d) Advancement of Expenses. All costs, charged and expenses
incurred by the Indemnified Party or on the Indemnified Party's behalf in
defending a proceeding, or in enforcing the Indemnified Party's rights under any
provisions of this Agreement, shall be paid by the Company in advance of the
final disposition of such proceeding in the manner prescribed by Section 4
hereof.
(e) Amendments to Indemnification Rights. The Company shall not
adopt any amendment to its Articles of Amendment, as amended (the "Articles") or
By-Laws the effect of which would be to deny, diminish or encumber the
Indemnified Party's rights to indemnity pursuant to the Articles, By-Laws, the
CBCA or any other applicable law as applied to any act or failure to act
occurring in whole or in part prior to the date (the "Effective Date") upon
which the amendment was approved by the Company's Board of Directors or
shareholders, as the case may be. In the event that the Company shall adopt any
amendment to the Articles or By-Laws the effect of which is to change the
Indemnified Party's rights to indemnity under such instruments, such amendment
shall apply only to acts or failures to act occurring entirely after the
Effective Date thereof. The Company shall give written notice to the Indemnified
Party of any proposal with respect to any such amendment no later than the date
such amendment is first presented to the Board of Directors (or any committee
thereof) for consideration, and
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shall provide a copy of any such amendment to the Indemnified Party promptly
after its adoption.
(f) Indemnification for Expenses as a Witness. To the extent the
Indemnified Party is, by reason of the Indemnified Party's status as a Director
and Officer, a witness in any proceeding, the Company shall indemnify the
Indemnified Party against all costs, charges and expenses in connection
therewith.
(g) Definition of Costs, Charges and Expenses. "Costs, charges and
expenses" shall include:
(i) all liabilities, damages, costs, charges and expenses
whatsoever that the Indemnified Party may sustain or incur as a result of
serving as a Director and Officer in respect of any act, matter, deed or thing
whatsoever made, done, committed, permitted or acquiesced in by the Indemnified
Party as a Director and Officer, whether before or after the effective date of
this Agreement;
(ii) an amount paid to settle an action or satisfy a judgment,
except in respect of an action to which paragraph (b), above, is applicable;
(iii) a fine, penalty, levy or charge paid to any domestic or
foreign government (federal, state, provincial, municipal or otherwise) or to
any regulatory authority, agency, commission or board of any domestic or foreign
government, or imposed by any court or any other law, regulation or rule-making
entity having jurisdiction in the relevant circumstances (collectively, a
"Governmental Authority"), including as a result of a breach or alleged breach
of any statutory or common law duty imposed on directors or officers or of any
law, statute, rule or regulation or of any provision of the articles, by-laws or
any resolution of the Company or an Other Entity;
(iv) an amount paid to satisfy a liability arising as a result
of the failure of the Company or an Other Entity to pay wages, vacation pay and
any other amounts that may be owing to employees or to make contributions that
may be required to be made to any pension plan, retirement income plan or other
benefit plan for employees or to remit to any Governmental Authority payroll
deductions, income taxes or other taxes, or any other amounts payable by the
Company or an Other Entity;
(v) legal costs on a solicitor and his own client basis,
including those incurred in enforcing the Indemnified Party's rights under this
Agreement, and other fees and expenses of other professionals and experts; and
(vi) lost wages in connection with participating in any
proceeding, including as a witness.
3. Limitations on Indemnification. An indemnity pursuant to Section 2
hereof shall be paid by the Company only if the Indemnified Party:
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(a) acted honestly and in good faith with a view to the best
interests of either the Company or the Other Entity, as the case may be; and
(b) in the case of a criminal or administrative proceeding that is
enforced by a monetary penalty, the Indemnified Party had reasonable grounds for
believing that the Indemnified Party's conduct was lawful.
(referred to collectively as the "Standards of Conduct")
4. Additional Limitations on Indemnification. No indemnity pursuant to
Section 2 hereof shall be paid by the Company:
(a) on account of the Indemnified Party's conduct which is finally
adjudged in a non-appealable decision to have been fraudulent, dishonest or
willful misconduct, or a knowing violation of law;
(b) on account of the receipt by the Indemnified Party of any
personal profit or advantage to which the Indemnified Party is adjudged in a
final, non-appealable decision not to be entitled;
(c) for costs, charges and expenses incurred by the Indemnified
Party, as a plaintiff, in a proceeding against the Company or against directors
or other officers of the Company (other than suits brought by the Indemnified
Party to enforce the Indemnified Party's rights under any provisions of this
Agreement), unless such proceeding is authorized by the Board of Directors or
such indemnification is required by law;
(d) if a final, non-appealable decision by a court having
jurisdiction in the matter shall determine that such indemnification is not
lawful;
(e) for amounts paid by the Indemnified Party in settlement of any
proceeding without the Company's written consent;
(f) in respect of any proceeding initiated by the Indemnified Party
(i) against the Company or an Other Entity, unless it is brought to establish or
enforce any right under this Agreement; (ii) against any Director or Officer
unless the Company or the Other Entity, as the case may be, has joined in or
consented to the initiation of such proceeding; or (iii) against any other
corporation, partnership, trust, joint venture, unincorporated entity or person,
unless it is a counterclaim.
5. Successful Defense. Notwithstanding Sections 3 and 4, to the extent
that the Indemnified Party has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in subsections (a) or (b)
of Section 2, or in the defense of any claim, issue or matter therein, the
Company shall indemnify the Indemnified Party against any and all expenses
(including attorneys' fees) actually and reasonably incurred by the Indemnified
Party or on the Indemnified Party's behalf in connection therewith. Dismissal of
any action with prejudice, or a settlement not involving any payment or
assumption of liability, shall be deemed a successful defense.
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6. Indemnification Procedures.
(a) Notice to the Company. Promptly after receipt by the Indemnified
Party of notice of the commencement of any proceeding, the Indemnified Party
shall, if a claim in respect thereof is to be made against the Company under
this Agreement, notify the Company of the commencement thereof. Such notice
shall set forth in reasonable detail the events giving rise to such claim and
the amount requested, if known. Failure of the Indemnified Party to provide such
notice shall not relieve the Company of its obligations under this Agreement
except to the extent such failure has a material and adverse effect on the
ability of the Company to meet such obligations.
(b) Notice to Insurers. If, at the time of receipt of such notice,
the Company has directors and officers liability insurance in effect, the
Company shall give prompt notice of the commencement of proceeding to the
insurers in accordance with the procedures set forth in the respective policies
in favour of the Indemnified Party. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnified Party, all losses and expenses payable as a result of such
proceeding in accordance with the terms of such policies.
(c) Advancement of Expenses. Subject to subsections (d) and (e)
below, the costs, charges and expenses reasonably incurred by the Indemnified
Party or on the Indemnified Party's behalf in investigating, defending or
appealing any proceeding, or in enforcing the Indemnified Party's rights under
any provisions of this Agreement, covered by Section 2 above shall be paid by
the Company within 20 days of the Indemnified Party's written request therefor
even if there has been no final disposition of such proceeding. The Indemnified
Party's written request shall provide the Company with a written affirmation of
the Indemnified Party's good faith belief that the Indemnified Party is entitled
to indemnification under this Agreement, state the amount requested and shall be
accompanied by copies of the invoices or other relevant documentation. The
Company shall have no obligation to make expense advances to the Indemnified
Party unless and until a majority of those members of the Company's Board of
Directors who have no interest in the relevant proceeding, authorize the making
of such advances to the Indemnified Party. The Board of Directors may, before
authorizing expense advances, retain independent counsel or make any inquiries
it considers appropriate in the circumstances for the purpose of confirming the
Indemnified Party's compliance with the Standards of Conduct and entitlement to
indemnity. The Board of Directors shall have discretion in deciding whether or
not to authorize such advances, but shall exercise its discretion reasonably, in
light of all relevant circumstances, and in good faith.
(d) Undertaking to Repay Advances. The Indemnified Party agrees that
the Indemnified Party will reimburse the Company for all advances paid by the
Company to the Indemnified Party under this Agreement in the event and only to
the extent that it shall ultimately be determined that the Indemnified Party was
not entitled to be indemnified under this Agreement in respect of those amounts.
If requested by the Company, the Indemnified Party will provide a written
undertaking to the Company
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confirming the Indemnified Party's obligations under the preceding sentence as a
condition to receiving an expense advance.
(e) Assumption of Defense by the Company. Except as otherwise
provided below, the Company, jointly with any other indemnifying party similarly
notified, will be entitled to assume the defense of any proceeding of which it
has been notified by the Indemnified Party pursuant to subsection (a) above,
with counsel reasonably satisfactory to the Indemnified Party. After notice from
the Company to the Indemnified Party of its election to assume the defense
thereof, the Company will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred by the
Indemnified Party; provided, however, that the Indemnified Party shall have the
right to employ the Indemnified Party's own counsel in such proceeding at the
expense of the Company if, at any time after such notice from the Company, (i)
the employment of counsel by the Indemnified Party has been authorized by the
Company, (ii) the Indemnified Party shall have reasonably concluded based on the
advice of counsel that there may be a conflict of interest between the Company
and the Indemnified Party in the conduct of such defense, or (iii) the Company
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of the Indemnified Party's counsel
shall be subject to reimbursement in accordance with the terms of this
Agreement. The Company shall not be entitled to assume the Indemnified Party's
defense of any proceeding brought by the Company or an Other Entity or as to
which the Indemnified Party shall have made the conclusion provided for in
clause (ii) above.
(f) Determination of Right to Entitlement.
(i) In the event that the Indemnified Party incurs liability
for any costs, charged and expenses and indemnification is sought under this
Agreement, the Company shall pay (or provide for payment if so required by the
terms of any judgment or settlement) such amounts within 30 business days of the
Indemnified Party's written request therefor unless a determination is made
within such 30 business days that the claims giving rise to such request are
excluded or indemnification is otherwise not due under this Agreement. Such
determination, and any determination required by applicable law as to whether
the Indemnified Party has met the standard of conduct required to qualify and
entitle the Indemnified Party, partially or fully, to indemnification under
Section 2 of this Agreement, shall be made, at the Company's discretion, (1) by
the Board of Directors of the Company by a majority vote of the directors who
were not parties to such action, suit or proceeding even though less than a
quorum, or (2) if such a majority is not obtainable, or even if obtainable a
majority of the disinterested directors so directs, by written opinion of
independent legal counsel selected by the Company and reasonably satisfactory to
the Indemnified Party, or (3) by the Company's shareholders; provided, however,
that if a change of control has occurred such determination shall be made by
written opinion of independent legal counsel selected by the Indemnified Party
or, if requested by the Indemnified Party, by the Company. The term "independent
legal counsel" shall mean for this purpose a lawyer or firm of lawyers
experienced in matters of corporation law that is not now nor has within the
previous three years been retained to represent the Indemnified Party, the
Company or any other party to the proceeding giving
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rise to the claim for indemnification hereunder; provided that "independent
legal counsel" shall not include any person who under applicable standards of
professional conduct would have a conflict of interest in representing the
Indemnified Party or the Company in an action to determine the Indemnified
Party's rights under this Agreement. The term "change of control" shall mean:
(1) the consummation of any transaction after which any "person" or "group" (as
such terms are used in Sections 3(a)(9), 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act")) other than Vector Capital
Corporation, related investment funds and co-investors and their affiliates is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities, or possesses the power to vote or
control the vote of securities, of the Company representing 30% or more of the
combined voting power of the common shares of the Company; or (2) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation or entity, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least 66-2/3%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
(ii) Notwithstanding the foregoing, the Indemnified Party may
within 60 days after a determination adverse to the Indemnified Party has been
made as provided above, or if no determination has been made within 30 business
days of the Indemnified Party's written request for payment, any court of
competent jurisdiction, or may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the rules of the Arbitration Act, 1991 (Ontario),
which award shall be deemed final, unappealable and binding, to determine
whether the Indemnified Party is entitled to indemnification under this
Agreement, and such court or arbitrator, as the case may be, shall thereupon
have the exclusive authority to make such determination unless and until such
court or arbitrator dismisses or otherwise terminates such action without having
made a determination. The court or arbitrator, as the case may be, shall make an
independent determination of entitlement irrespective of any prior determination
made by the Board of Directors, independent legal counsel or shareholders. In
any such action before the court or arbitrator, the Indemnified Party shall be
presumed to be entitled to indemnification and the Company shall have the burden
of proving that indemnification is not required under this Agreement. All fees
and expenses of any arbitrator pursuant to this provision shall be paid by the
Company.
(g) Enforcement Expenses. In the event that the Indemnified Party
brings suit or takes any other action to enforce the Indemnified Party's rights
or to collect monies due under this Agreement, and if the Indemnified Party is
successful therein, the Company shall reimburse (to the extent not previously
advanced) the Indemnified Party for all of the Indemnified Party's reasonable
expenses, including legal fees, in any such suit or action.
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7. Presumptions/Knowledge.
(a) For purposes of any determination hereunder the Indemnified
Party will be deemed, subject to compelling evidence to the contrary, to have
acted in good faith and in the best interests of the Company. The Company will
have the burden of establishing the absence of good faith.
(b) The knowledge and/or actions, or failure to act, of any other
director, officer, agent or employee of the Company or any other entity will not
be imputed to the Indemnified Party for purposes of determining the right to
indemnification under this Agreement.
(c) The Company will have the burden of establishing that any
expense it wishes to challenge is not reasonable.
8. Settlement. The parties wish to encourage the settlement of any
proceeding. Accordingly, the parties agree as follows:
(a) the Company may, with the prior written consent of Indemnified
Party (which consent shall not be unreasonably withheld or delayed), enter into
an agreement to settle any proceeding;
(b) if the Indemnified Party refuses after requested by the Company,
acting reasonably, to give consent to the terms of a proposed settlement which
is otherwise acceptable to the Company, the Company may require the Indemnified
Party to negotiate or defend the claim independently of the Corporation. In that
case, any amount recovered by the claimant in excess of the amount for which
settlement could have been made by the Company shall not be recoverable under
this Agreement, and the Company will only be responsible for costs, charges and
expenses up to the time at which settlement could have been made;
(c) the Company shall not be liable for any settlement of any
proceeding effected without its prior written consent (which consent shall not
be unreasonably withheld or delayed);
(d) the Indemnified Party shall have the right to negotiate a
settlement in respect of any proceeding, provided that unless the Company has
approved the settlement, the Indemnified Party shall pay any compensation or
other payment to be made under the settlement and the costs of negotiating and
implementing the settlement, and shall not seek indemnity from the Company in
respect of such compensation, payment or costs; and
(e) the settlement of a proceeding shall not create a presumption
that the Indemnified Party did not meet or would not have met the Standards of
Conduct.
9. Continuation of Indemnification. The Company's obligations to indemnify
the Indemnified Party hereunder shall continue throughout the period the
Indemnified Party is a Director and Officer and thereafter so long as the
Indemnified
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Party shall be subject to any possible proceeding by reason of the fact that the
Indemnified Party was a Director and Officer.
10. Tax Adjustment. Should any payment made pursuant to this Agreement,
including the payment of insurance premiums or any payment made by an insurer
under an insurance policy, be deemed to constitute a taxable benefit or
otherwise be or become subject to any tax or levy, then the Company shall pay
any amount as may be necessary to ensure that the amount received by or on
behalf of the Indemnified Party, after the payment of or withholding for such
tax, fully reimburses the Indemnified Party for the actual cost, expense or
liability incurred by or on behalf of the Indemnified Party.
11. Successors and Assigns. This Agreement shall be binding upon the
Company, its successors and assigns (including any transferee of all or
substantially all of its assets and any successor by merger or otherwise by
operation of law), and shall inure to the benefit of the Indemnified Party and
the Indemnified Party's heirs, personal representatives, executors and
administrators and shall be binding upon the Indemnified Party and the
Indemnified Party's successors in interest under this Agreement.
12. Rights Not Exclusive. The rights provided hereunder shall not be
deemed exclusive of any other rights to which the Indemnified Party may be
entitled under any provision of law, Articles of Incorporation, By-law, other
agreement, vote of shareholders or of disinterested directors or otherwise, both
as to action in the Indemnified Party's official capacity and as to action in
any other capacity while occupying any of the positions referred to in the third
recital to this Agreement.
13. Subrogation. Upon payment of any amount under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the
Indemnified Party's rights of recovery therefor and the Indemnified Party shall
take all reasonable actions requested by the Company to secure such rights,
including, without limitation, execution of all documents necessary to enable
the Company to enforce such rights.
14. Severability. In the event that any provision of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason, such provision
shall be limited or modified in its application to the minimum extent necessary
to avoid a violation of law, and, as so limited or modified, such provision and
the balance of this Agreement shall be enforceable in accordance with their
terms.
15. Integration. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to the
subject matter hereof.
16. Modification. No amendment, modification, termination or cancellation
of this Agreement shall be effective unless in writing signed by both parties
hereto.
17. Notices. All notices given under this Agreement shall be in writing
and delivered either (i) personally, (ii) by registered or certified mail
(postage prepaid, return receipt requested), (iii) by recognized overnight
courier service or (iv) by telecopy (if
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promptly followed by a copy delivered as provided in clauses (i), (ii) or (iii)
above), as follows:
If to the Indemnified Party: [NAME]
[ADDRESS]
If to the Company: 1600 Carling Avenue
Ottawa, Ontario
Canada K1P 6L2
Attention: Christopher DiFrancesco
Vice President, Legal and General Counsel
Notices hereunder given as provided above shall be deemed to be duly given upon
delivery if delivered personally, three business days after mailing if by
registered or certified mail, one business day after mailing if by overnight
courier service and upon confirmation of transmission if by telecopy.
18. Governing Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the Province of Ontario.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on and as of the day and year first above written.
COREL CORPORATION
By:
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Name:
Title:
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[INDEMNIFIED PARTY]
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