mdca-20201231xexhibit101






  Exhibit 10.17      INDEMNITY AGREEMENT  THIS AGREEMENT is made as of the ____ day of _____, 2021.  B E T W E E N:  MDC Partners Inc., a corporation subsisting under the Canada  Business Corporations Act  (the “Company”),  OF THE FIRST PART  ___________________________________________, of the City of   ______________ in the State of ______________  (the “Indemnitee”),  OF THE SECOND PART  WHEREAS the Company is subsisting under the Canada Business Corporations Act  (the “Act”);  WHEREAS the Company has requested that the Indemnitee serve or continue to serve as  a director and/or officer of the Company and has requested, or may request, that the Indemnitee serve or  continue to serve as a director and/or officer of, or in a similar capacity with, one or more entities  associated with the Company;  AND WHEREAS the by-laws of the Company permit the indemnification of directors  and officers of the Company and certain other individuals;  AND WHEREAS the Company has agreed to indemnify the Indemnitee on and subject  to the terms of this Agreement.  NOW THEREFORE, in consideration of the amount of $1.00 now paid by the  Indemnitee to the Company (the receipt and sufficiency of which are hereby acknowledged by the  Company) and the premises and covenants and agreements contained herein, the parties hereto hereby  agree as follows:  ARTICLE 1  AGREEMENT TO SERVE  1.1 Service as Director or Officer  The Indemnitee (A) agrees to serve or continue to serve (a) as a director and/or officer (in the  case of an officer of the Company at the will of the Company or under a separate contract if any  such contract exists or shall hereafter exist) of the Company and/or (b) as a director and/or officer  of, or in a similar capacity with, one or more entities associated with the Company (each an  “Other Entity”) as requested by the Company (and agreed to by the Indemnitee) so long as the  Indemnitee is elected or appointed and is qualified in accordance with the provisions of the Act  and the by-laws of the Company (the “By-Laws”), in the case of the Company, or applicable  legislation and the constating documents of such Other Entity, in the case of any Other Entity;  provided, however, that (i) the Indemnitee may at any time and for any reason resign from any  such position (subject to any contractual obligation which the Indemnitee shall have agreed to in  





 






- 2 -    writing prior to such resignation), and (ii) the Company shall not have any obligation under this  Agreement to nominate the Indemnitee for, or appoint or elect the Indemnitee to, any such  position, or (B) has previously served in any of the foregoing capacities.  ARTICLE 2  INDEMNITY AND LIMITATION OF LIABILITY  2.1 General Indemnity  (a) Subject to Section 2.1(c) hereof, the Company hereby indemnifies and saves harmless the  Indemnitee and the respective heirs, executors, administrators and other legal  representatives of the Indemnitee (each of which is included in any reference hereinafter  to the Indemnitee) from and against any and all Liabilities, to the fullest extent permitted  by law.  (b) In this Agreement:  (i) “Action” means any current, threatened, pending, commenced, continuing or  completed action, suit, proceeding, hearing, inquiry, investigation, arbitration or  alternative dispute resolution mechanism or procedure, howsoever arising,  whether civil, criminal, administrative, investigative or other, and whether arising  in law, equity or under statute, rule, regulation or ordinance of any governmental  or administrative body or otherwise, and any appeal or appeals therefrom, in  which the Indemnitee is, has been or may be involved, whether as a party or  otherwise, as a result of any event or occurrence that takes place either before or  after the execution of this Agreement and arising out of or in connection with, or  incidental to (A) the fact that the Indemnitee (x) is or was a director and/or  officer of the Company, or (y) is or was serving at the request of the Company as  a director and/or officer of, or in a similar capacity with, an Other Entity, or (B)  anything done or not done by the Indemnitee in any such capacity;  (ii) “Costs” means any and all costs, charges and expenses  reasonably incurred by  the Indemnitee in respect of any Action, wheresoever incurred, including,  without limitation, any and all costs, charges and expenses which the Indemnitee  may reasonably incur, suffer, sustain or be required to pay in connection with  investigating, initiating, preparing for, defending, serving as or being a witness,  providing evidence in connection with, attending any meeting, discovery, trial or  hearing, instructing or receiving advice of the Indemnitee’s own or other counsel  or other professional advisors in relation to, preparing to prosecute, defend or  settle, settling, appealing or otherwise participating in or otherwise being  involved in (including in each case, on appeal) any Action, and any amount paid  to settle an Action or satisfy a judgment, whether or not any Action is  commenced, including all legal and other professional fees, charges,  disbursements and all other out-of-pocket expenses (including such fees, charges,  disbursements and expenses of adverse legal and other professional advisors as  may be assessed against the Indemnitee on a solicitor and client basis), and  includes all cost, charges and expenses reasonably incurred by the Indemnitee in  connection with the enforcement of the Indemnitee’s rights under this  Agreement;   (iii) “Liabilities” means any and all Costs, liabilities, claims, demands, losses and  other amounts of whatsoever nature or kind (including damages, judgments,  





 






- 3 -    awards, fines, penalties and amounts paid in settlement of an Action) suffered,  sustained or incurred by, or imposed upon the Indemnitee, or which the  Indemnitee is required to pay, in connection with any Action, whether incurred  alone or jointly with others, and includes any federal, provincial, state, municipal  or foreign taxes imposed on the Indemnitee as a result of the actual or deemed  receipt of any payments under this Agreement; and  (iv) “persons” includes individuals, partnerships, corporations and all other entities  of whatsoever nature.  (c) The indemnity provided in Section 2.1(a) hereof shall not apply unless, in connection  with the matter which gave rise to the Action for which indemnification is sought, the  Indemnitee:  (i) acted honestly and in good faith with a view to the best interests of the Company,  or to the best interests of the Other Entity, as the case may be; and  (ii) in the case of a criminal or administrative action or proceeding that is enforced  by a monetary penalty, the Indemnitee had reasonable grounds for believing that  the conduct of the Indemnitee was lawful.  The Company will have the burden of establishing the matters referred to in this Section  2.1(c) hereof, as applicable.  2.2 No Presumption of Dishonest or Bad Faith  For the purposes of this Agreement, the termination of any civil, criminal or administrative action  or proceeding by judgement, order, settlement (whether with or without court approval),  conviction or similar or other result shall not, of itself, create a presumption either that the  Indemnitee did not satisfy or adhere to any particular standard of conduct or have any particular  belief or grounds for belief (including that the Indemnitee did not act honestly or in good faith  with a view to the best interests of the Company or the Other Entity, as the case may be, or that,  in the case of a criminal or administrative action or proceeding that is enforced by a monetary  penalty, the Indemnitee did not have reasonable grounds for believing that the conduct of the  Indemnitee was lawful), or that the Indemnitee is not entitled to indemnification under this  Agreement.  2.3 Set-off  The Company grants to the Indemnitee the right to set-off any amount owing by the Company  hereunder to the Indemnitee against any amount that the Indemnitee may owe to the Company at  that time.  





 






- 4 -    2.4 Statutory Liability  Without limiting in any way the generality of Section 2.1 hereof, the Company and the  Indemnitee acknowledge that the scope of the Actions to which the indemnity provided in such  section applies includes all Actions that relate to or arise from federal, national, provincial, state,  regional or municipal statutory liability of any kind or nature imposed or that may be imposed on  the Indemnitee as a director or officer of the Company or as a director or officer of, or acting in a  similar capacity with, any Other Entity or which in any way involve the business or affairs of the  Company or any Other Entity.  2.5 Reimbursement and Payment in Advance  The Company shall upon receipt of a written demand from the Indemnitee, promptly, and in any  event, no more than thirty (30) days after receipt by the Company of such demand:  (a) reimburse the Indemnitee for all Liabilities incurred by the Indemnitee in relation to, or  by virtue of, a matter which is subject to indemnification hereunder; and  (b) pay amounts in advance to the Indemnitee or any other person for the Costs of any Action  referred to in Section 2.1 hereof prior to the final disposition of such Action.  Each such written demand shall include particulars of the Liabilities to be covered by the  proposed payment. In the case of an advance of Costs pursuant to Section 2.5(b) hereof, such  advance will be unsecured and no interest will be charged thereon. Any such reimbursement or  advance shall be promptly repaid to the Company, upon demand, by the Indemnitee (i) if the  Indemnitee does not fulfil the conditions set out in Section 2.1(c) hereof, (ii) if it is otherwise  determined by a final judicial determination (as to which all rights of appeal therefrom have been  exhausted or lapsed) of a court having jurisdiction over such matter that the Indemnitee is not  entitled to indemnification hereunder or that the payment of such Costs is prohibited by  applicable law, or (iii) to the extent that the Indemnitee receives payment on account of the  amount of such Liabilities or Costs (whether reimbursed or in respect of which an advance was  made hereunder) from any other source, including a payment under any policy of insurance  maintained by or on behalf of the Company or an Other Entity pursuant to Section 2.7 hereof or  otherwise. If and to the extent the Indemnitee makes any such repayment to the Company, the  obligation of the Company to indemnify the Indemnitee shall continue in accordance with the  terms of this Agreement.  2.6 Derivative Actions  The Company shall, with the approval of a court (which the Company hereby agrees to apply for  and use its commercially reasonable efforts to obtain), indemnify the Indemnitee, and advance  moneys under Section 2.5 hereof, in respect of any Action by or on behalf of the Company or any  Other Entity to obtain a judgment to which the Indemnitee is made a party because of the  association of the Indemnitee with the Company or the Other Entity, against all costs, charges and  expenses reasonably incurred by the Indemnitee in connection with such Action, to the fullest  extent permitted by law.  If the Company does not apply for, or use its commercially reasonable  efforts to obtain, such approval of a court within a reasonable period of time, the Indemnitee may  apply for such approval and the Company shall pay, or reimburse the Indemnitee for, all costs,  charges and expenses incurred by the Indemnitee in connection therewith.  





 






- 5 -    2.7 Insurance  (a) For the duration of Indemnitee’s service as a director and/or officer of the Company, and  thereafter for so long as Indemnitee shall be subject to any Liabilities, the Company shall  use commercially reasonable efforts (taking into account the scope and amount of  coverage available relative to the cost thereof) to continue to maintain in effect policies of  directors’ and officers’ liability insurance providing coverage that is at least substantially  comparable in scope and amount to that provided by the Company’s current policies of  directors’ and officers’ liability insurance. In all policies of directors’ and officers’  liability insurance maintained by the Company, Indemnitee shall be named as an insured  in such a manner as to provide Indemnitee the same rights and benefits as are provided to  the most favorably insured of the Company’s directors, if Indemnitee is a director, or of  the Company’s officers, if Indemnitee is an officer (and not a director) by such policy.  Upon request, the Company will provide to Indemnitee copies of all directors’ and  officers’ liability insurance applications, binders, policies, declarations, endorsements and  other related materials.  (b) The Company will promptly give notice to the insurer(s) under the insurance maintained  by it and comply with all procedures and guidelines of the insurer(s) to ensure coverage  of the Indemnitee under such insurance, and thereafter take all necessary or desirable  action to cause the insurer(s) to pay, to or on behalf of the Indemnitee, all amounts  payable as a result of or in connection with such Action in accordance with the terms of  such insurance. The foregoing obligation of the Company to give such notice is in  addition to any notice obligation of the Company arising under the terms of any such  insurance.  (c) In the event that an Action is brought in which the Indemnitee is named as party or in  respect of which the Indemnitee may be entitled to receive payments or benefits under  any insurance maintained by the Company, the Company will promptly pay, if permitted  by applicable law, the insurance deductible applicable under any policies providing  coverage to the Indemnitee.  (d) During the period when the Indemnitee serves as a director and/or officer of the  Company or a director and/or officer of, or in a similar capacity with, an Other Entity,  and for a period of six (6) years thereafter, the Company will promptly notify the  Indemnitee if (i) any of the Company’s insurance policies lapses, is cancelled, as a result  of insolvency or bankruptcy of the Company or any other person or otherwise, is not  renewed or any provision thereof relating to the extent or nature of the coverage provided  thereunder is amended, changed or modified in any material respect, or (ii) any insurer  informs the Company that all or part of any Action is not covered by any of such policies.  (e) The indemnity provided for in this Agreement is separate and independent of any  directors’ and officers’ liability insurance policies maintained by the Company and is not  in any way limited to the amount of insurance provided under such policies.  (f) Notwithstanding any other provision of this Agreement to the contrary, the Company  shall not be obligated to indemnify the Indemnitee under this Agreement for any  Liabilities to the extent that the Indemnitee receives payment on account of the amount of  such Liabilities from any other source, including a payment under any directors’ and  officers’ liability insurance policy, any other applicable policy of insurance or any  





 






- 6 -    other arrangements maintained or made available by or on behalf of the Company or an  Other Entity pursuant to this Section 2.7 hereof or otherwise.   2.8 Income Tax  (a) Each payment made by the Company to the Indemnitee pursuant to this Agreement shall  be made without set-off, counterclaim or reduction for, and free from and clear of, and  without deduction for or because of, any and all present or future taxes imposed, levied,  collected, assessed or withheld by or within any taxing jurisdiction, unless the Company  is required by law or the interpretation thereof by any relevant governmental authority to  make such withholding or deduction.   2.9 Scope of Indemnity  The intention of this Agreement is to provide the Indemnitee with indemnification to the fullest  extent permitted by law and, without limiting the generality of the foregoing and notwithstanding  anything contained herein:  (a) nothing in this Agreement shall be interpreted, by implication or otherwise, to limit the  scope of the indemnification provided in Section 2.1(a) hereof except as specifically  provided herein; and  (b) Section 2.1(a) hereof is intended to provide indemnification to the Indemnitee to the  fullest extent permitted by the Act and, in the event that such statute is amended or  replaced and a broader scope of indemnification (including, without limitation, the  deletion or limiting of one or more of the conditions to the applicability of  indemnification) is permitted or allowed, Section 2.1(a) hereof shall be deemed to be  amended concurrently with the amendment to, or replacement of, the statute so as to  provide such broader indemnification.  If there is any inconsistency between the provisions of this Agreement and the By-Laws, the  provisions of this Agreement shall govern and be effective notwithstanding the provisions of the  By-Laws.  2.10 Disclosure  In order to assist the Indemnitee in the duties of the Indemnitee as a director and/or officer of the  Company, the Company shall promptly notify the Indemnitee of any Action of which the  Company becomes aware.  2.11 Information and Documents  The Company shall provide the Indemnitee, both while the Indemnitee is a director and/or officer  of the Company, or a director or officer of, or acts in a similar capacity with, any Other Entity and  after the Indemnitee ceases to be a director and/or officer of the Company, or a director and/or  officer of, or ceases to act in a similar capacity with, any Other Entity, with all information and  documents in the possession of, or reasonably available to the Company, requested by the  Indemnitee or of which the Company is aware which will assist or allow the Indemnitee to  investigate, respond to, defend, settle or appeal any Action unless in the view of the board of  directors, it is clearly prejudicial to the interests of the Company.  





 






- 7 -    2.12 Notice of Proceedings  (a) The Indemnitee will promptly give written notice to the Company upon the Indemnitee  being served with any statement of claim, writ, notice of motion, indictment, subpoena,  investigation order or other document asserting, commencing, threatening or continuing  any Action involving the Company or the Indemnitee which may result in a claim for  indemnification under this Agreement.  (b) The Company will promptly give written notice to the Indemnitee upon the Company  being served with any statement of claim, writ, notice of motion, indictment, subpoena,  investigation order or other document asserting, commencing, threatening or continuing  any Action involving the Indemnitee.  (c) Failure by either party hereto to notify the other of any Action will not relieve the  Company from liability under this Agreement except to the extent that such failure  materially prejudices the Company.  2.13 Conduct of Defence  Promptly after receiving notice of any Action from the Indemnitee, the Company may, and upon  the written request of the Indemnitee the Company will, promptly assume the defence of the  Action at the Company’s expense and on behalf of the Indemnitee will retain counsel who is  reasonably satisfactory to the Indemnitee to represent the Indemnitee in respect of the Action.  The assumption by the Company of the defence of any Action shall not in any way affect the  Company’s obligation to indemnify and save harmless the Indemnitee hereunder in connection  with such Action. If the Company assumes conduct of the defence on behalf of the Indemnitee,  the Indemnitee consents to the conduct thereof and to any action taken by the Company, in good  faith, in connection therewith and the Indemnitee will reasonably cooperate in the defence thereof  including, without limitation, providing relevant documents, attending examinations for  discovery, making affidavits, meeting with counsel and testifying and divulging to the Company  all information reasonably required to defend the Action, and the Company will keep the  Indemnitee apprised of all significant developments in relation thereto.  2.14 Separate Counsel  In connection with any Action, the Indemnitee shall have the right to employ separate counsel of  the Indemnitee’s choosing and to participate in the defence thereof but the fees and disbursements  of such separate counsel will be at the Indemnitee’s expense unless:  (a) the Indemnitee has received a written opinion of counsel, reasonably acceptable to the  Company, to the effect that there are legal defences available to the Indemnitee that are  different from or in addition to those available to the Company or an Other Entity, as the  case may be, or that a conflict of interest exists which makes representation by counsel  chosen by the Company not advisable;  (b) the Company has not assumed the defence of the Action and retained on behalf of the  Indemnitee counsel reasonably satisfactory to the Indemnitee within a reasonable period  of time after receiving notice of the Action; or  (c) employment of the separate counsel has been authorized by the Company;  





 






- 8 -    in which event the reasonable and documented fees and disbursements of the separate counsel for  the Indemnitee will be paid by the Company. The Indemnitee and the Company will reasonably  cooperate with each other and their respective counsel in the defence of any such Action  including, without limitation, providing relevant documents, and will otherwise use reasonable  efforts to assist each other’s counsel to conduct a proper and adequate defence, provided that the  Indemnitee will not be required to provide assistance that would materially prejudice his or her  defence.  2.15 Settlement of Claim  No admission of liability and no settlement of any Action in a manner adverse to the Indemnitee  shall be made without the prior written consent of the Indemnitee, such consent not to be  unreasonably withheld or delayed. No admission of liability shall be made by the Indemnitee  without the prior written consent of the Company and the Company will not be liable for any  settlement of any Action made without its prior written consent, such consent not to be  unreasonably withheld or delayed.  ARTICLE 3  GENERAL  3.1 Agreement Unconditional  (a) This Agreement is absolute and unconditional and the obligations of the Company shall  not be affected, discharged, impaired, mitigated or released by (a) any extension of time,  indulgence or modification that the Indemnitee may extend or make with any person  threatening or commencing an Action, or (b) the discharge or release of the Indemnitee in  any bankruptcy, insolvency, receivership or other proceedings of creditors.  (b) No action or proceeding brought or instituted under this Agreement and no recovery  pursuant thereto will be a bar or defence to any further action or proceeding which may  be brought under this Agreement.  (c) The rights of the Indemnitee hereunder shall be in addition to any other rights the  Indemnitee may have under the By-laws or articles of the Company, the Act or otherwise.  To the extent that a change in the Act (whether by statute or judicial decision) permits  greater indemnification by agreement than would be afforded currently under the By- laws or articles of the Company or this Agreement, it is the intent of the Company and  the Indemnitee that the Indemnitee be entitled to the greater benefits afforded by that  change. The rights of the Indemnitee under this Agreement shall not be diminished by  any amendment to the articles of the Company or the By-laws, or of any other agreement  or instrument to which the Indemnitee is not a party, and shall not diminish any other  rights that the Indemnitee now has, or in the future may have, against the Company.  3.2 Amendments  No amendment to this Agreement shall be valid or binding unless set forth in writing and  executed by both the Company and the Indemnitee. No waiver of any breach of any provision of  this Agreement will be effective or binding unless made in writing and signed by the party  purporting to give the same and, unless otherwise provided, will be limited to the specific breach  waived.  





 






- 9 -    3.3 Termination  (a) Nothing in this Agreement shall prevent the Indemnitee from resigning as a director or  officer of the Company or as a director or officer of, or from ceasing to act in a similar  capacity with, any Other Entity at any time.  (b) The obligations of the Company shall not terminate or be released upon the Indemnitee  resigning, or ceasing to act, as a director or officer of the Company or as a director or  officer of, or ceasing to act in a similar capacity with, any Other Entity at any time.  3.4 Governing Law  This Agreement is governed by and shall be construed in accordance with the laws of the  Province of Ontario and the federal laws of Canada applicable therein.  Words and terms used in  this Agreement and in the Act and which are not defined herein shall have the same meaning as in  the Act.  3.5 Further Assurances  The Company shall from time to time execute and deliver all such further documents and  instruments and do all such acts and things as the Indemnitee may reasonably require to  effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.  3.6 Severability  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not  invalidate the remaining provisions hereof and any such prohibition or unenforceability in any  jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  3.7 Benefit of this Agreement  This Agreement shall enure to the benefit of, and be binding upon, the respective heirs, executors,  administrators, other legal representatives, successors and permitted assigns of the Company and  the Indemnitee, as the case may be. In the event that the Company proposes to (i) amalgamate,  consolidate with or merge or wind up into any other person and the Company will cease to exist  as a legal entity or will not be the continuing or surviving company or entity of such  amalgamation, consolidation, merger or winding up, or (ii) transfer or dispose of all or  substantially all of its properties and assets to any person or persons (including by way of a lease,  licence, long term supply agreement or other arrangement having the same economic effect as a  transfer or other disposition), then in each such case the Company will ensure that proper  provision is made so that the obligations of the Company set forth in this Agreement will  continue in full force, including providing for the assumption of the obligations under this  Agreement by any corporation or other entity continuing following an amalgamation, merger,  consolidation or winding-up of the Company with or into one or more other entities (pursuant to a  statutory procedure or otherwise), or by the person or persons acquiring all or substantially all of  the properties and assets of the Company, as the case may be, in each case without prejudice to  the Indemnitee, expressly assuming and agreeing to perform this Agreement in the same manner  and to the same extent that the Company would be required to perform if no amalgamation,  consolidation, merger, winding-up or transfer of properties and assets had taken place.  In the  event of (i) any acquisition (by way of take-over bid, share exchange, purchase of shares or  otherwise, and whether in a single transaction or series of related transactions) by any person, or  two or more persons acting “jointly or in concert” (within the meaning of that expression as used  





 






- 10 -    in applicable securities laws), of beneficial ownership of fifty percent (50%) or more of the  outstanding voting or equity securities of the Company entitled to vote generally in the election of  directors of the Company, or (ii) a plan of arrangement, amalgamation, merger, consolidation,  recapitalization, liquidation, dissolution or other business combination or reorganization or  similar corporate transaction that results in the voting securities of the Company outstanding  immediately prior to the consummation of such transaction no longer continuing to represent  (either by remaining outstanding or by being converted into or exchanged for securities of another  entity) at least fifty percent (50%) of the combined voting power of the voting securities of the  Company outstanding immediately after consummation of such transaction, then in each such  case the Company will ensure that proper provision will be made so that the obligations of the  Company set forth in this Agreement will continue in full force, including providing that any  entity that so acquires voting or equity securities of the Company, or any entity which is a  surviving corporation or entity in any such arrangement, amalgamation, merger, consolidation,  recapitalization, liquidation, dissolution, business combination or reorganization or other  transaction, as the case may be, agrees to cause the Company to fulfil and honour in all respects  all of its obligations under this Agreement and, to the extent necessary, make available to the  Company, or any successor to the Company, any funding required in order for the Company, or  such successor, to fulfil and honour all obligations under this Agreement, in each case without  prejudice to the Indemnitee.1  3.8 Independent Legal Advice  The Indemnitee acknowledges that the Indemnitee has been advised by the Company to obtain  independent legal advice with respect to entering into this Agreement, that the Indemnitee has  obtained such independent legal advice or has expressly waived obtaining such advice, and that  the Indemnitee is entering into this Agreement with full knowledge of the contents hereof and  with full capacity to do so.  3.9 Assignment  This Agreement may not be assigned by either party hereto without the prior written consent of  the other party.  3.10 Notices  Any demand, notice or other communication to be given in connection with this Agreement shall  be given in writing and shall be given by personal delivery, by registered mail or by electronic  means of communication addressed to the recipient as follows:  To the Company:  MDC Partners Inc.  One World Trade Center  Floor 65, New York, NY 10007  Attention: []  E-mail:   []    1 New MDC LLC Indemnification Agreement to satisfy such condition.  





 






- 11 -    To the Indemnitee:  Name:           Address:                                E-mail:           or to such other street address, individual or electronic communication number or address as may  be designated by notice given by the applicable party hereto to the other party hereto. Any  demand, notice or other communication given by personal delivery shall be conclusively deemed  to have been given on the day of actual delivery thereof or, if given by registered mail, on the  second business day following the deposit thereof in the mail or, if given by electronic  communication, on the day of transmittal thereof if given during the normal business hours of the  recipient and on the business day during which such normal business hours next occurs if not  given during such hours on any day. If the party hereto giving any demand, notice or other  communication knows or ought reasonably to know of any difficulties with the postal system that  might affect the delivery of mail, any such demand, notice or other communication may not be  mailed but must be given by personal delivery or by electronic communication.  3.11 Entire Agreement  This Agreement constitutes the entire agreement between the parties hereto with respect to the  subject matter of this Agreement and supersedes all prior agreements, understandings,  negotiations or discussions, whether oral or written, between such parties. There are no  covenants, promises, warranties, representations, conditions, undertakings or other agreements,  oral or written, between the parties hereto with respect to the subject matter of this Agreement  except as specifically set out in this Agreement.  3.12 Remedies Cumulative  The right and remedies of the parties hereto under this Agreement are cumulative and are in  addition to, and not in substitution for, any other rights and remedies available at law or in equity  or otherwise. No single or partial exercise by a party hereto of any right or remedy precludes or  otherwise affects the exercise of any other right or remedy to which that party hereto may be  entitled.  3.13 Attornment  For the purpose of all legal proceedings this Agreement shall be deemed to have been performed  in the Province of Ontario and the courts of the Province of Ontario shall have jurisdiction to  entertain any action arising under this Agreement. Each party hereto irrevocably attorns to the  jurisdiction of the courts of the Province of Ontario.  





 






- 12 -    3.14 Counterparts  This Agreement may be executed in any number of counterparts, each of which shall be deemed  to be an original and all of which taken together shall be deemed to constitute one and the same  instrument. Delivery of an executed signature page to this Agreement by either party by  electronic transmission will be as effective as delivery of a manually executed copy of the  Agreement by such party.  [Signature page follows]  





 






- 13 -    IN WITNESS WHEREOF the parties hereto have executed this Agreement.        MDC PARTNERS INC.        By:      Name:     Title:       )  )  )  )    Witness )  )  Print Name: