exv10w30




Exhibit
10.30




INDEMNIFICATION AGREEMENT



          This Indemnification Agreement is dated as of _________, 2011 (this “Agreement”) and
is between MedQuist Holdings Inc., a Delaware corporation (the “Company”), and [Name of
director/officer] (“Indemnitee”).



     Background


          The Company believes that in order to attract and retain highly competent persons to serve as
directors or in other capacities, including as officers, it must provide such persons with adequate
protection through indemnification against the risks of claims and actions against them arising out
of their services to and activities on behalf of the Company.


          Indemnitee is a director or officer of the Company, or the Company desires and has requested
Indemnitee to serve as a director or officer of the Company and, in order to induce the Indemnitee
to serve or continue to serve as a director or officer of the Company, the Company is willing to
grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on
the basis that such indemnification be provided.


          The parties by this Agreement desire to set forth their agreement regarding indemnification
and the advancement of expenses.


          In consideration of Indemnitee’s service or continued service to the Company and the covenants
and agreements set forth below, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:



     Section 1. Indemnification.



     To the fullest extent permitted by the General Corporation Law of the State of Delaware (the
“DGCL”):


          (a) The Company shall indemnify Indemnitee if Indemnitee was or is made or is threatened to be
made a party to, or is otherwise involved in, as a witness or otherwise, any threatened, pending or
completed action, suit or proceeding (brought in the right of the Company or otherwise), whether
civil, criminal, administrative or investigative and whether formal or informal, including appeals,
by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer,
employee or agent of the Company, or while serving as a director or officer of the Company, is or
was serving or has agreed to serve at the request of the Company as a director, officer, employee
or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or
similar capacity) of another corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been
taken or omitted in any such capacity.


          (b) The indemnification provided by this Section 1 shall be from and against all loss and
liability suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement (if such settlement is approved in advance by the Company, such approval not to be
unreasonably withheld) actually and reasonably incurred by or on behalf of Indemnitee in connection
with such action, suit or proceeding, including any appeals, if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that Indemnitee did not act in good faith and in a manner which such
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.



 









 








     Section 2. Advance Payment of Expenses. To the fullest extent permitted by the DGCL,
expenses (including attorneys’ fees) incurred by Indemnitee in appearing at, participating in or
defending any action, suit or proceeding or in connection with an enforcement action as
contemplated by Section 3(e), shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding within 30 days after receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to time. The Indemnitee
hereby undertakes to repay any amounts advanced (without interest) to the extent that it is
ultimately determined that Indemnitee is not entitled under this Agreement to be indemnified by the
Company in respect thereof. No other form of undertaking shall be required of Indemnitee other
than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall
not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.



     Section 3. Procedure for Indemnification; Notification and Defense of Claim.


          (a) Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or
proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company
hereunder, notify the Company in writing of the commencement thereof. The failure to promptly
notify the Company of the commencement of the action, suit or proceeding, or of Indemnitee’s
request for indemnification, will not relieve the Company from any liability that it may have to
Indemnitee hereunder, except to the extent the Company is actually and materially prejudiced in its
defense of such action, suit or proceeding as a result of such failure. To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request therefor including
such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to enable the Company to determine whether and to what extent Indemnitee is entitled to
indemnification.


          (b) With respect to any action, suit or proceeding of which the Company is so notified as
provided in this Agreement, the Company shall, subject to the last two sentences of this paragraph,
be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably
acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do
so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of
such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for
any subsequently-incurred fees of separate counsel engaged by Indemnitee with respect to the same
action, suit or proceeding unless the employment of separate counsel by Indemnitee has been
previously authorized in writing by the Company. Notwithstanding the foregoing, if Indemnitee,
based on the advice of his or her counsel, shall have reasonably concluded (with written notice
being given to the Company setting forth the basis for such conclusion) that, in the conduct of any
such defense, there is or is reasonably likely to be a conflict of interest or position between the
Company and Indemnitee with respect to a significant issue, then the Company will not be entitled,
without the written consent of Indemnitee, to assume such defense. In addition, the Company will
not be entitled, without the written consent of Indemnitee, to assume the defense of any claim
brought by or in the right of the Company.


          (c) To the fullest extent permitted by the DGCL, the Company’s assumption of the defense of an
action, suit or proceeding in accordance with paragraph 3(b) will constitute an irrevocable
acknowledgement by the Company that any loss and liability suffered by Indemnitee and expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement by or for the account
of Indemnitee incurred in connection therewith are indemnifiable by the Company under Section 1 of
this Agreement.


          (d) The determination whether to grant Indemnitee’s indemnification request shall be made
promptly and in any event within 30 days following the Company’s receipt of a request for
indemnification in accordance with Section 3(a). If the Company determines that Indemnitee is
entitled to such indemnification or, as contemplated by paragraph 3(c) the Company has acknowledged
such entitlement, the Company will make payment to Indemnitee of the indemnifiable amount within
such 30 day period. If the Company is not deemed to have so acknowledged such entitlement or the
Company’s determination of whether to grant Indemnitee’s indemnification request shall not have
been made within such 30 day period, the requisite determination of entitlement to indemnification
shall, subject to Section 6, nonetheless be deemed to have been



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made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under the DGCL.



          (e) In the event that (i) the Company determines in accordance with this Section 3 that
Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company denies a
request for indemnification, in whole or in part, or fails to respond or make a determination of
entitlement to indemnification within 30 days following receipt of a request for indemnification as
described above, (iii) payment of indemnification is not made within such 30 day period, (iv)
advancement of expenses is not timely made in accordance with Section 2, or (v) the Company or any
other person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or proceeding designed to deny, or to recover from,
the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication in any court of competent jurisdiction of his or her
entitlement to such indemnification or advancement of expenses. Indemnitee’s expenses (including
attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to
indemnification or advancement of expenses, in whole or in part, in any such proceeding or
otherwise shall also be indemnified by the Company to the fullest extent permitted by the DGCL.


          (f) Indemnitee shall be presumed to be entitled to indemnification and advancement of expenses
under this Agreement upon submission of a request therefor in accordance with Section 2 or Section
3 of this Agreement, as the case may be. The Company shall have the burden of proof in overcoming
such presumption, and such presumption shall be used as a basis for a determination of entitlement
to indemnification and advancement of expenses unless the Company overcomes such presumption by
clear and convincing evidence.



     Section 4. Insurance and Subrogation.


          (a) The Company may purchase and maintain a policy or policies of insurance, providing
Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on
Indemnitee’s behalf by reason of the fact that Indemnitee is or was or has agreed to serve as a
director, officer, employee or agent of the Company, or while serving as a director or officer of
the Company, is or was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner
or manager or similar capacity) of another corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against
such liability under the provisions of this Agreement. [As of the date hereof, the Company has an
effective director’s and officers’ liability insurance policy.] [To be confirmed at time of
execution] The Company may review and adjust any insurance it maintains for its directors and
officers at such times as it deems necessary and advisable. If the Company has such insurance in
effect at the time the Company receives from Indemnitee any notice of the commencement of an
action, suit or proceeding, the Company shall give prompt notice of the commencement of such
action, suit or proceeding to the insurers in accordance with the procedures set forth in the
policy. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policy.


          (b) In the event of any payment by the Company under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with
respect to any insurance policy. Indemnitee shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights in accordance with the terms of such insurance
policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by
Indemnitee in connection with such subrogation.


          (c) The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid
in



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settlement, and ERISA excise taxes or penalties) if and to the extent that Indemnitee has otherwise
actually received such payment under this Agreement or any insurance policy, contract, agreement or
otherwise.




     Section 5. Certain Definitions. For purposes of this Agreement, the following
definitions shall apply:


          (a) The term “action, suit or proceeding” shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution, defense, settlement,
arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed
claim, action, suit, arbitration, alternative dispute mechanism or proceeding, whether civil,
criminal, administrative or investigative.


          (b) The term “by reason of the fact that Indemnitee is or was or has agreed to serve as a
director, officer, employee or agent of the Company, or while serving as a director or officer of
the Company, is or was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager
or similar capacity) of another corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise” shall be broadly construed and shall include,
without limitation, any actual or alleged act or omission to act.


          (c) The term “expenses” shall be broadly construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without
limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket costs
and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise
compensated by the Company or any third party), actually and reasonably incurred by Indemnitee in
connection with either the investigation, defense or appeal of an action, suit or proceeding or
establishing or enforcing a right to indemnification under this Agreement or otherwise incurred in
connection with a claim that is indemnifiable hereunder.


          (d) The term “judgments, fines and amounts paid in settlement” shall be broadly
construed and shall include, without limitation, all direct and indirect payments of any type or
nature whatsoever, as well as any penalties or excise taxes assessed on a person with respect to an
employee benefit plan).


          Section 6. Limitation on Indemnification. Notwithstanding any other provision herein
to the contrary, the Company shall not be obligated pursuant to this Agreement:


          (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to an action, suit or proceeding (or part thereof), however denominated, initiated by
Indemnitee, except with respect to any compulsory counterclaim brought by Indemnitee or
an action, suit or proceeding brought to establish or enforce a right to indemnification or
advancement of expenses under this Agreement (which shall be governed by the provisions of Section
6(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or
consented to by the Board of Directors of the Company.


          (b) Action for Indemnification. To indemnify Indemnitee for any expenses incurred by
Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or
interpret this Agreement, unless Indemnitee is successful in such action, suit or proceeding in
establishing Indemnitee’s right, in whole or in part, to indemnification or advancement of expenses
hereunder (in which case such indemnification or advancement shall be to the fullest extent
permitted by the DGCL), or unless and to the extent that the court in such action, suit or
proceeding shall determine that, despite Indemnitee’s failure to establish their right to
indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that
nothing in this Section 6(b) is intended to limit the Company’s obligations with respect to the
advancement of expenses to Indemnitee in connection with any such action, suit or proceeding
instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 2.


          (c) Section 16(b) Matters. To indemnify Indemnitee on account of any suit in which
judgment is rendered against Indemnitee for disgorgement of profits made from the purchase or sale
by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as



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amended.



          (d) Fraud or Willful Misconduct. To indemnify Indemnitee on account of conduct by
Indemnitee where such conduct has been determined by a final (not interlocutory) judgment or other
adjudication of a court or arbitration or administrative body of competent jurisdiction as to which
there is no further right or option of appeal or the time within which an appeal must be filed has
expired without such filing to have been knowingly fraudulent or constitute willful misconduct.


          (e) Prohibited by Law. To indemnify Indemnitee in any circumstance where such
indemnification has been determined by a final (not interlocutory) judgment or other adjudication
of a court or arbitration or administrative body of competent jurisdiction as to which there is no
further right or option of appeal or the time within which an appeal must be filed has expired
without such filing to be prohibited by law.



     Section 7. Certain Settlement Provisions. The Company shall have no obligation to
indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or
proceeding without the Company’s prior written consent. The Company shall not settle any action,
suit or proceeding in any manner that would impose any fine or other obligation on Indemnitee
without Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably
withhold his, her, its or their consent to any proposed settlement.



     Section 8. Savings Clause. If any provision or provisions (or portion thereof) of this
Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee if Indemnitee was or is made or is threatened to be
made a party or is otherwise involved in any threatened, pending or completed action, suit or
proceeding (brought in the right of the Company or otherwise), whether civil, criminal,
administrative or investigative and whether formal or informal, including appeals, by reason of the
fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of
the Company, or while serving as a director or officer of the Company, is or was serving or has
agreed to serve at the request of the Company as a director, officer, employee or agent (which, for
purposes hereof, shall include a trustee, partner or manager or similar capacity) of another
corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of any action alleged to have been taken or omitted in such
capacity, from and against all loss and liability suffered and expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement reasonably incurred by or on behalf of
Indemnitee in connection with such action, suit or proceeding, including any appeals, to the
fullest extent permitted by any applicable portion of this Agreement that shall not have been
invalidated.



     Section 9. Contribution/Jointly Indemnifiable Claims. (a) In order to provide for
just and equitable contribution in circumstances in which the indemnification provided for herein
is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part,
it is agreed that, in such event, the Company shall, to the fullest extent permitted by law,
contribute to the payment of all of Indemnitee’s loss and liability suffered and expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred by
or on behalf of Indemnitee in connection with any action, suit or proceeding, including any
appeals, in an amount that is just and equitable in the circumstances; provided that, without
limiting the generality of the foregoing, such contribution shall not be required where such
holding by the court is due to any limitation on indemnification set forth in Section 4(c), 6 or 7.


          (b) Given that certain jointly indemnifiable claims may arise due to the service of the
Indemnitee as a director or officer of the Company at the request of the Indemnitee-related
entities, the Company acknowledges and agrees that the Company shall be fully and primarily
responsible for the payment to the Indemnitee in respect of indemnification or advancement of
expenses in connection with any such jointly indemnifiable claim, pursuant to and in accordance
with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have
from the Indemnitee-related entities. Under no circumstance shall the Company be entitled to any
right of subrogation or contribution by the Indemnitee-related entities and no right of advancement
or recovery the Indemnitee may have from the Indemnitee-related entities shall reduce or otherwise
alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that
any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of
indemnification or



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advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-related
entity making such payment shall be subrogated to the extent of such payment to all of the rights
of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers
reasonably required and shall do all things that may be reasonably necessary to secure such rights,
including the execution of such documents as may be necessary to enable the Indemnitee-related
entities effectively to bring suit to enforce such rights. The Company and Indemnitee agree that
each of the Indemnitee-related entities shall be third-party beneficiaries with respect to this
Section 9(b), entitled to enforce this Section 9(b) as though each such Indemnitee-related entity
were a party to this Agreement. For purposes of this Section 9(b), the following terms shall have
the following meanings:





          (i) The term “Indemnitee-related entities” means any corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise (other than the Company or any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has
agreed, on behalf of the Company or at the Company’s request, to serve as a director,
officer, employee or agent and which service is covered by the indemnity described in this
Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of
expenses with respect to which, in whole or in part, the Company may also have an
indemnification or advancement obligation (other than as a result of obligations under an
insurance policy).




          (ii) The term “jointly indemnifiable claims” shall be broadly construed and
shall include, without limitation, any action, suit or proceeding for which the Indemnitee
shall be entitled to indemnification or advancement of expenses from both the
Indemnitee-related entities and the Company pursuant to the DGCL, any agreement or the
certificate of incorporation, bylaws, partnership agreement, operating agreement,
certificate of formation, certificate of limited partnership or comparable organizational
documents of the Company or the Indemnitee-related entities, as applicable.



     Section 10. Form and Delivery of Communications. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand, upon receipt by the party to whom said notice or other
communication shall have been directed, (b) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed, (c) mailed by
reputable overnight courier, one day after deposit with such courier and with written verification
of receipt, or (d) sent by email or facsimile transmission, with receipt of oral confirmation that
such transmission has been received. Notice to the Company shall be directed to MedQuist Holdings
Inc., 9009 Carothers Parkway, Franklin, TN 37067, Attention: [General Counsel], email:
[XXX@XXX.com], facsimile: [(XXX)-XXX-XXXX], confirmation number: [(XXX)-XXX-XXXX]]. Notice to
Indemnitee shall be directed to [XXXXXX], email: [XXX@XXX.com], facsimile: [(XXX)-XXX-XXXX],
confirmation number: [(XXX)-XXX-XXXX].



     Section 11. Nonexclusivity. The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed exclusive of any other rights which
Indemnitee may have under any provision of law, in any court in which a proceeding is brought, the
Company’s certificate of incorporation or by-laws, other agreements or otherwise, and Indemnitee’s
rights hereunder shall inure to the benefit of the heirs, executors and administrators of
Indemnitee. No amendment or alteration of the Company’s certificate of incorporation or by-laws or
any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.



     Section 12. No Construction as Employment Agreement. Nothing contained herein shall
be construed as giving Indemnitee any right to be retained as a director of the Company or in the
employ of the Company. For the avoidance of doubt, the indemnification and advancement of expenses
provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to
be a director, officer, employee or agent of the Company.



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     Section 13. Interpretation of Agreement. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee
to the fullest extent now or hereafter permitted by the DGCL.



     Section 14. Entire Agreement. This Agreement and the documents expressly referred to
herein constitute the entire agreement between the parties hereto with respect to the matters
covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby, including any letter of appointment and/or deed of
variation to which the undersigned may be a party, are expressly superseded by this Agreement.



     Section 15. Modification and Waiver. No supplement, modification, waiver or amendment
of this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver. For the avoidance of doubt, this Agreement may not be terminated by the Company without
Indemnitee’s prior written consent.



     Section 16. Successor and Assigns. All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and their respective successors, assigns, heirs, executors, administrators and legal
representatives. The Company shall require and cause any direct or indirect successor (whether by
purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets
of such Indemnitor, by written agreement in form and substance reasonably satisfactory to
Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform if no such succession had taken place.



     Section 17. Service of Process and Venue. The Company hereby irrevocably and
unconditionally (a) agrees that any action or proceeding arising out of or in connection with this
Agreement may be brought in the Chancery Court of the State of Delaware (the “Delaware
Court”), (b) consents to submit to the non-exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement, (c)
appoints, to the extent the Company is not otherwise subject to service of process in the State of
Delaware, irrevocably [name] [address] as its agent in the State of Delaware for acceptance of
legal process in connection with any such action or proceeding against such party with the same
legal force and validity as if served upon the Company personally within the State of Delaware,
(d) waives any objection to the laying of venue of any such action or proceeding in the Delaware
Court, and (e) waives, and agrees not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.



     Section 18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If a court of competent jurisdiction shall
make a final determination that the provisions of the law of any state other than Delaware govern
indemnification by the Company of Indemnitee, then the indemnification provided under this
Agreement shall in all instances be enforceable to the fullest extent permitted under such law,
notwithstanding any provision of this Agreement to the contrary.



     Section 19. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original and all of which together shall be deemed to be one
and the same instrument, notwithstanding that both parties are not signatories to the original or
same counterpart.



     Section 20. Headings and Section References. The section and subsection headings
contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Section references are to this Agreement unless
otherwise specified.



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     This Indemnification Agreement has been duly executed and delivered to be effective as of the
date stated above.



	 	 	 	 	 
	 	MEDQUIST HOLDINGS INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	INDEMNITEE:

 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 




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