Cognos Form 10-K Exhibit 10.44










Exhibit
10.44



Officer
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. 	Certain
of the Corporation’s officers may be subject to personal liability           due to
the nature of the services and activities they complete on behalf of the
          Corporation. 






	B. 	The Board of Directors of the Corporation (the “Board”)
has determined that the Corporation should act to           assure such officers who are
at risk of potential personal liability as a result           of their position with the
Corporation, including the Indemnified Party, should           be provided reasonable
protection through indemnification 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 an officer of the
Corporation, except for any Expense attributable to the Indemnified Party’s gross
negligence or willful misconduct, or 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 the Indemnified Party’s conduct was
lawful.  







	  	“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 the Indemnified Party in respect of his or
her service at the Corporation’s request as (a) an officer or director of another
corporation, including without limitation, a subsidiary of affiliate of the Corporation
or (c) a similar role with another entity, including a partnership, trust, joint venture
or other unincorporated entity.  







	2. 	
Presumptions/Knowledge  







	  	2.1    
For the purposes of any determination hereunder, the Corporation will have the burden of
establishing the gross negligence or willful misconduct 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 acted with gross negligence or willful
misconduct 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.  








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	  	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.








	 	
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.








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	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, upon request,
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 an
officer 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 an officer 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 an           officer 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:	_________________________________________
		Name:
		Title:








	_________________________________________	_________________________________________ 
	Witness Signature	Officer
	




	_________________________________________	
	Witness Name





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