EXHIBIT 4.1
 FORM OFDIRECTOR INDEMNITY AGREEMENT
  Canadian Solar Inc. Corporation
  l Director
 WHEREAS
 NOW THEREFORE
 SECTION 1  INTERPRETATION
 1.1
    
    Definitions.As used herein, the following terms shall have the following meanings:
 Agreementmeans this Director Indemnity Agreement, as amended or supplemented from time to
time.Corporationhas the meaning given to it in the preamble.Courtmeans the Ontario Superior Court of Justice.Directorhas the meaning given to it in the preamble.includingmeans including without limitation.Policymeans a policy of insurance maintained by the Corporation that provides the
directors of the Corporation with coverage for losses from wrongful acts and/or ensures the
performance by the Corporation of its indemnification obligations under this Agreement and
similar agreements with other directors and/or officers of the Corporation.
 1.2
    
    Rules of Interpretation.The following rules of interpretation apply to this
Agreement:
 (a)
    
    the singular includes the plural and conversely;(b)
    
    a gender includes all genders;(c)
    
    where a word or phrase is defined, its other grammatical forms have a
corresponding meaning;(d)
    
    a reference to an Article or Section is to an article or section of this
Agreement;




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(e)
    
    the headings contained in this Agreement are for convenience of reference only
and do not modify or affect in any way the meaning or interpretation of this Agreement;
and(f)
    
    time is of the essence.
 1.3
    
    Governing Law.
  SECTION 2  INDEMNIFICATION
 2.1 Indemnity .
 (a)
    
    the fact that the Director is or was a director of the Corporation; or(b)
    
    any action or inaction on the part of the Director while he is or was a
director of the Corporation.
 2.2 Tax Gross-Up .
 2.3
    
    Limitation.
 (1)
    
    Limitation.The Corporation shall not obligated to indemnify the Director under Section 2.1
unless:
 (a)
    
    the Director acted honestly and in good faith with a view to the best interests
of the Corporation; and(b)
    
    in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the Director did not have reasonable grounds for
believing that his conduct was lawful.




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No Presumption. nolo contendere
 (a)
    
    the Director did not act honestly and in good faith with a view to the best
interests of the Corporation; or(b)
    
    in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the Director had reasonable grounds for believing that
his conduct was lawful.
 2.4
    
    Payment.
 Payment of Indemnity Claim.
 Notice of Denial.
 2.5 Determination of Right of Indemnification .
 (a)
    
    the burden of proving that the Director did not meet the standards set out in
Section 2.2 shall be on the Corporation; and(b)
    
    neither the determination by the Corporation, nor failure of the Corporation to
determine, that the Director is not entitled to indemnification because he did not meet
the standards set out in Section 2.2 shall create a presumption that the Director did
or did not meet such standards.
 2.6 Scope; Change in Applicable Law .




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SECTION 3  ADVANCEMENT OF EXPENSES
 3.1 Advances .
 3.2 Payment .
 3.3 Repayment .
 SECTION 4  DERIVATIVE ACTION
  (a)
    
    the fact that the Director is or was a director of the Corporation; or(b)
    
    any action or inaction on the part of the Director while he is or was a
director of the Corporation,
  SECTION 5  PROCEDURE
 5.1
    
    Notice to Corporation.
 Giving Notice.
 Failure of Delay in Giving Notice.




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5.2
    
    Notice to Insurers.
 Giving Notice.
 Enforcement of Policies.
 5.3
    
    Control of Claim, Action or Proceeding.
 Assumption of Control by Corporation.
 Cooperation.
 (3)
    
    Director Retaining Own Counsel.If the Corporation exercises its right under Section 5.3(1),
the Director may:
 (a)
    
    at his own expense, employ legal counsel of his choosing to participate in any
claim, action or proceeding in addition to legal counsel employed by the Corporation;
and(b)
    
    at the expense of the Corporation, employ legal counsel of his own choosing to
participate in any claim, action or proceeding in addition to legal counsel employed by
the Corporation if:
 (i)
    
    the employment of such legal counsel has been approved by the
Corporation;(ii)
    
    the Director has reasonably concluded that there may be a
conflict of interest between the Corporation and the Director in respect of the
claim, action or proceeding; or




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(iii)
    
    the Director has reasonably concluded that the Corporation has
not assumed control of, or is not diligently dealing with, the claim, action or
proceeding.
  (4)
    
    Settlement.If the Corporation exercises its right under Section 5.3(1),
 (a)
    
    the Director shall not enter into any settlement, or consent to the entry of
any judgment, with respect to the claim, action or proceeding without the prior written
consent of the Corporation; and(b)
    
    the Corporation shall not enter into any settlement, or consent to the entry of
any judgment, with respect to the claim, action or proceeding that would impose any
penalty, financial obligation or limitation on the Director, other than a monetary
obligation for which the Director is fully indemnified under this Agreement, without
the prior written consent of the Director,
  SECTION 6  GENERAL
 6.1 Effectiveness of Agreement .
 6.2 Notice .
 (a)
    
    in the case of the Corporation:Canadian Solar Inc.
675 Cochrane Drive
East Tower, 6th Floor
Markham, ON Canada L3R 0B8Facsimile: +1 905 530 2001with a copy to:Canadian Solar Inc.
199 Lushan Road
Suzhou New District
Jiangsu, China 215129Facsimile: +86 512 6690 8095




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(b)
    
    in the case of the Director:lFacsimile: +l
 6.3 Insurance .
 6.4 Continuation of Indemnity .
 6.5 Amendment; Waiver .
 6.6 Binding Effect .
 6.7 Severability .
 6.8 Not Exhaustive .
 6.9 Consent to Jurisdiction .
 (a)
    
    consents and submits to the jurisdiction of the courts of the Province of
Ontario for the purposes of any such action or proceeding;(b)
    
    waives any objection that it or he may have, now or hereafter, to having any
such action or proceeding take place in the courts of the Province of Ontario; and(c)
    
    waives any claim that the courts of the Province of Ontario are not a
convenient forum for any such action or proceeding.




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6.10 Counterparts; Facsimile and Electronic Signatures .
  CANADIAN SOLAR INC.By:Name:
    Shawn QuTitle:
    Chairman, President andChief Executive OfficerSigned in the presence of:
Arthur ChienSignature of Witness
    
    l