Cognos Form 10-K Exhibit 10.43










Exhibit
10.43


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 Party’s
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 Party’s
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 Corporation’s 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 Party’s 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 the Corporation), the Indemnified Party
will give written notice to the Corporation. Failure to give notice in a timely fashion
will not disentitle the Indemnified Party to indemnification.  







	4.  	Investigation
by Corporation.    The Corporation may conduct any           investigation it considers
appropriate of any Proceeding of which it receives           notice under Section 3, and
will pay all costs of that investigation. Upon           receipt of reasonable notice
from the Corporation, the Indemnified Party will,           acting reasonably, co-operate
fully with the investigation provided that the           Indemnified Party will not be
required to provide assistance that would           materially prejudice: (a) his or her
defence; (b) his or her ability to fulfill           his or her business obligations; or
(c) conduct his or her business and/or           personal affairs. The Indemnified Party
will, for the period of time that s/he           cooperates with the Corporation with
respect to an investigation, be compensated           by the Corporation at the rate of
$2,000 (U.S.) per day (or partial day) plus           reasonable out-of-pocket Expenses
actually incurred provided that the           Indemnified Party will not be entitled to
the per diem if he/she is employed as           an officer of the Corporation when
co-operation is sought.  







	5. 	Payment
for Expenses of a Witness.    Notwithstanding any other provision of           this
Agreement, to the extent that the Indemnified Party is a witness or           participant
other than as a named party in a Proceeding, the Corporation will           pay to the
Indemnified Party all out-of-pocket Expenses actually and reasonably           incurred
by the Indemnified Party or on the Indemnified Party’s behalf in
          connection therewith. The Indemnified Party will also be compensated by the
          Corporation at the rate of $2,000 (U.S.) per day (or partial day) provided that
          the Indemnified Party will not be entitled to the per diem if he/she is
employed           as an officer of the Corporation when co-operation is sought. 







	6. 	Expense
Advances.    The Corporation will, upon request by the Indemnified           Party, make
advances (“Expense Advances”) to the Indemnified           Party of all
amounts for which the Indemnified Party seeks indemnification under           this
Agreement before the final disposition of the relevant Proceeding. Expense
          Advances may include anticipated Expenses. In connection with such requests,
the           Indemnified Party will provide the Corporation with a written affirmation
of the           Indemnified Party’s good faith belief that the Indemnified Party is
legally           entitled to indemnification, along with sufficient particulars of the
Expenses           to be covered by the proposed Expense Advance to enable the
Corporation to make           an assessment of its reasonableness. The Indemnified Party’s
entitlement to           such Expense Advance will include those Expenses incurred in
connection with any           Proceeding by the Indemnified Party against the Corporation
seeking an           adjudication or award pursuant to this Agreement. The Corporation
will make           payment to the Indemnified Party within 20 days after the Corporation
has           received the foregoing information from the Indemnified Party. All Expenses
for           which indemnification is sought must be reasonable and Expense Advances
must           relate to Expenses anticipated within a reasonable time of the request. 







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	 	The           Indemnified Party will repay to the Corporation all Expense Advances not
          actually required, and all Expense Advances if and to the extent that it is
          determined by a court of competent jurisdiction that the Indemnified Party is
          not entitled to indemnification under this Agreement. 








	7. 	Indemnification
Payments.    With the exception of Expense Advances which           are governed by
Section 6, the Corporation will pay to the Indemnified Party any           amounts to
which the Indemnified Party is entitled hereunder promptly upon the           Indemnified
Party providing the Corporation with reasonable details of the           claim. 








	8. 	
Right to Independent Legal Counsel.    If the Indemnified Party is           named as
a party or a witness to any Proceeding, or the Indemnified Party is           questioned
or any of his or her actions, omissions or activities are in any way
          investigated, reviewed or examined in connection with or in anticipation of any
          actual or potential Proceeding, the Indemnified Party will be entitled to
retain           independent legal counsel at the Corporation’s expense to act on
the           Indemnified Party’s behalf to provide an initial assessment to the
          Indemnified Party of the appropriate course of action for the Indemnified
Party.           The Indemnified Party will be entitled to continued representation by
          independent counsel at the Corporation’s expense beyond the initial
          assessment unless the parties agree that there is no conflict of interest
          between the Corporation and the Indemnified Party that necessitates independent
          representation. A conflict of interest will be deemed to exist if the
          Indemnified Party reasonably believes that his or her legal position or
          reputation could be adversely affected without independent representation. 








	9. 	Settlement.    The
parties will act reasonably in pursuing the settlement of           any Proceeding. The
Corporation may not negotiate or effect a settlement of           claims against the
Indemnified Party without the consent of the Indemnified           Party, acting
reasonably. The Indemnified Party may negotiate and effect a           settlement without
the consent of the Corporation but the Corporation will not           be liable for any
settlement negotiated without its prior written consent, which           consent will not
be unreasonably withheld. 








	10. 	Directors’ &
Officers’ Insurance.    The
Corporation will           ensure that its liabilities under this Agreement, and the
potential liabilities           of Indemnified Parties that are subject to
indemnification by the Corporation           pursuant to this Agreement, are at all times
supported by a directors’ and           officers’ liability insurance policy
that has been approved by the Board.           The Corporation will provide to the
Indemnified Party a copy of each policy of           insurance providing the coverages
contemplated by this Section promptly after           coverage is obtained, and will
promptly notify the Indemnified Party if the           insurer cancels, makes material
changes to coverage or refuses to renew coverage           (or any part of the coverage). 








	11. 	Arbitration.    All
disputes, disagreements, controversies or claims arising           out of or relating to
this Agreement, including, without limitation, with           respect to its formation,
execution, validity, application, interpretation,           performance, breach,
termination or enforcement will be determined by           arbitration before a single
arbitrator under the Arbitration Act, 1991          (Ontario). The arbitrator will
determine, based on the outcome of the           arbitration, the breakdown between the
Corporation and the Indemnified Party of           the costs for conducting the
arbitration. 








	12. 	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 Corporation will pay           any amount
necessary to ensure that the amount received by or on behalf of the           Indemnified
Party, after the payment of or withholding for tax, fully reimburses           the
Indemnified Party for the actual cost, expense or liability incurred by or           on
behalf of the Indemnified Party. 







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	13. 	Cost
of Living Adjustment.    The $2,000 (U.S.) per diem payable pursuant to
          Sections 4 and 5 will be adjusted to reflect changes from January 1, 2006 in
the           All-items Cost of Living Index for Toronto prepared by Statistics Canada or
any           successor index or government agency. 








	14. 	Governing
Law.    This Agreement will be governed by the laws of the           Province of Ontario
and the federal laws of Canada applicable therein. 








	15. 	Priority and Term.    This
 Agreement will supersede any previous agreement
          between the Corporation and the Indemnified Party dealing with this subject
          matter, and will be deemed to be effective as of the date on which the
          Indemnified Party first became a director of the Corporation. 








	16. 	Survival.    The
obligations of the Corporation under this Agreement, other           than Section 10,
will continue until the later of (a) 15 years after the           Indemnified Party
ceases to be a director of the Corporation or any other entity           in which he or
she serves in a similar capacity at the request of the           Corporation and (b) one
year after the final termination of all Proceedings with           respect to which the
Indemnified Party is entitled to claim indemnification           hereunder. The
obligations of the Corporation under Section 10 of this Agreement           will continue
for 6 years after the Indemnified Party ceases to be a           director of the
Corporation or any other entity in which he or she serves in a           similar capacity
at the request of the Corporation. 








	  	
IN
WITNESS WHEREOF the parties hereto have executed this Agreement.  







		COGNOS INCORPORATED
	




		by:  _________________________________________
	




	_________________________________________	        _________________________________________
	Witness Signature	        Director
	




	_________________________________________	
	Witness Name



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