**Exhibit 10.26**

**INDEMNIFICATION AGREEMENT**

Agreement between Open Text Corporation, a corporation existing under thelaws of Canada (the “Company,” which for the purposes of this Agreement shall include any Subsidiary as defined herein), and                     (the “Indemnitee”). 

WHEREAS, the Company desires to attract and retain highly qualified individuals, such as the Indemnitee, to serve the Company; 

WHEREAS, the Indemnitee currently providing valuable services to the Company and the Company desires the Indemnitee to continue to do so; 

WHEREAS, the Company and the Indemnitee recognize the significant risk of personal liability for Personnel (as defined herein) which arises from corporate litigation practices; 

WHEREAS, the Company and the Indemnitee further recognize that liability insurance for the Company’s Personnel, when available, is often availableonly at significant expense and provides for coverage of limited scope and that competent and experienced persons are often unable or unwilling to serve as Personnel unless they are protected by comprehensive liability insurance and indemnification;

WHEREAS, the Indemnitee is willing to continue to serve the Company, subject to certain conditions, including execution and delivery ofthis Agreement by the Company in order that the Indemnitee be furnished the indemnity provided for herein; 

WHEREAS, the Company’sArticles of Continuance (“Articles”) and By-Laws do not prohibit or restrict contracts between the Company and its Personnel with respect to indemnification of such Personnel; and 

WHEREAS, in view of such considerations, the Company desires to provide, independent from the indemnification to which the Indemnitee is otherwiseentitled by law and under the Company’s Articles and By-Laws, indemnification to the Indemnitee and the Expense Advances (as defined herein), all as set forth in this Agreement to the maximum extent permitted by law; 

NOW, THEREFORE, to induce the Indemnitee to continue to serve the Company and in consideration of these premises and the mutual agreements set forth inthis Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee hereby agree as follows: 

1. Definitions. For the purposes of this Agreement, 

(a) Change in Control. “Changein Control” means that after the date of this Agreement any of the following shall occur: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the“Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the shareholders of the Company insubstantially the same proportions as their ownership of stock of 

the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Companyrepresenting 25% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board ofdirectors of the Company (the “Board of Directors”) cease to be a majority thereof (otherwise than through death, disability or retirement in accordance with the Company’s normal retirement policies); (iii) theshareholders of the Company approve a merger or consolidation of the Company with any other corporation, limited liability company, partnership, joint venture, trust or other entity other than a merger or consolidation which would result in thevoting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power representedby the voting securities of the Company or such surviving entity Outstanding immediately after such a merger or consolidation; or (iv) the shareholders of the Company approve a plan of complete or substantial liquidation of the Company or anagreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets. 

(b) Claim. “Claim” means any threatened, pending or completed action, suit, proceeding, arbitration or alternative dispute resolution mechanism, or any hearing, inquiry or investigation,whether conducted by the Company or any other party, which the Indemnitee believes in good faith might lead to the institution of any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation, whethercivil, criminal, administrative, investigative or any other type whatsoever, with respect to an Indemnifiable Event. 

(c) Expenses.“Expenses” means all costs, charges, expenses and liabilities of any type or nature whatsoever (including, without limitation, all attorneys’ fees, retainers and related disbursements and other out-of-pocket costs, judgments,awards, fines, penalties and amounts paid in settlements) paid or incurred by or imposed upon the Indemnitee in the investigation, defence, settlement or appeal of, or otherwise in connection with, a Claim (including, without limitation, being awitness) or in establishing or enforcing a right to indemnification under this Agreement, the Company’s Articles or By-Laws, applicable provisions of the Canada Business Corporations Act or otherwise, and any federal, provincial, state, localor foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. 

(d)Expense Advance. “Expense Advance” means a payment to the Indemnitee of Expenses in advance of the settlement of or final judgment or award on any Claim. 

(e) Indemnifiable Event. “Indemnifiable Event” means any event or occurrence related to the fact that the Indemnitee is, or was,a Personnel or by reason of anything done or not done, or allegedly done or not done, by the Indemnitee in the Indemnitee’s capacity as a Personnel. 

 

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(f) Independent Legal Counsel. “Independent Legal Counsel” means an attorney orfirm of attorneys, selected in accordance with the provisions of Section 8(a), whether or not in the event of a Change in Control. 

(g) Personnel. “Personnel” means any person who (i) is or was a director, officer, employee, trustee or other Personnel or fiduciary of the Company; (ii) is or was serving at the request, for theconvenience, or to represent the interests, of the Company or a Company employee benefit plan, its participants or its beneficiaries, as a director, officer, employee, trustee or other Personnel or fiduciary of another corporation, limited liabilitycompany, partnership, joint venture, trust or other entity (including, without limitation, any employee benefit plan); or (iii) was a director, officer, employee, trustee or other Personnel or fiduciary of a corporation, limited liabilitycompany, partnership, joint venture, trust or other entity which was a predecessor of the Company, or was a director, officer, employee, trustee or other Personnel or fiduciary of any other such entity at the request of such predecessor. The use ofthe term “Personnel” shall not be construed to alter the legal relationship between a Personnel, as defined herein, and the Company. 

(h) Potential Change in Control. “Potential Change in Control” means that after the date of this Agreement any of the following shall occur: (i) any person or entity publicly announces an intention to take or toconsider taking actions which if consummated might result in a Change in Control; or (ii) the Company’s Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(i) Reviewing Party. “Reviewing Party” means the person or body appointed by the Company’s Board of Directorspursuant to Section 12(c) and in accordance with applicable law, which person or body shall be either (i) members of the Company’s Board of Directors who are not interested in the particular Claim; or (ii) Independent LegalCounsel. If there has been a Change in Control or Potential Change in Control, the Reviewing Party shall be Independent Legal Counsel. 

(j)Subsidiary. “Subsidiary” means any corporation, limited liability company, partnership, joint venture, trust or other entity of which more than 50% of the outstanding voting securities are owned directly or indirectly by theCompany, by the Company and one or more other Subsidiaries, or by one or more other Subsidiaries. 

2. Agreement to Serve. The Indemnitee agrees tocontinue to serve the Company as a Personnel, at its will (or under separate agreement, if such agreement exists), in the capacity in which the Indemnitee currently serves as such Personnel, or such other capacity as the Indemnitee is appointed orelected to from time to time, so long as the Indemnitee is duly appointed or elected and qualified in accordance with the Articles and By-Laws of the Company, or until such time as the Indemnitee tenders the Indemnitee’s resignation in writing;provided, however, that nothing contained in this Agreement is intended to create any right to continued service by the Indemnitee. 

 

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3. Basic Indemnification. Subject to the terms of this Agreement: 

(a) Claims Other than Derivative Claims on Behalf of and in Favour of the Company. Subject to subsection 3(b), as to all Claims other thanderivative Claims on behalf of and in favor of the Company, the Company shall indemnify the Indemnitee against all Expenses. 

(b)Derivative Claims on Behalf of and in Favour of the Company. As to all derivative Claims on behalf of and in favor of the Company, the Company shall indemnify the Indemnitee against all Expenses, provided that no indemnification shall be madeas to such derivative Claim if the Indemnitee has been finally adjudged to be liable to the Company in connection with such Claim or any claim, issue or matter therein, unless and only to the extent that the court in which the Claim was broughtshall determine that, despite the adjudication of liability but in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which such court shall deem proper. 

(c) Standard of Conduct Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(a)and (b) above if the Indemnitee (i) acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the Indemnitee acted as Personnel at theCompany’s request; 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 Indemnitee’s conduct was lawful and, inthe case of Section 3(b), subject to the exclusion set forth therein. The termination of any Claim by judgment, award, order, settlement (whether with or without court approval), conviction or upon a plea of *nolo contendere* or itsequivalent shall not, of itself, create a presumption that (i) the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or, as applicable, such other entity, (ii) the Indemnitee did not havereasonable grounds to believe that the Indemnitee’s conduct was lawful or (iii) a court determined that indemnification is not permitted by applicable law or pursuant to Section 3(b). In addition, neither the failure of any ReviewingParty to have made a determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any particular belief, nor an actual determination by any Reviewing Party that the Indemnitee has not met suchstandard of conduct or did not have such belief, shall be a defence to the Indemnitee’s right to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief.If the Indemnitee acted honestly and in good faith with a view to the best interests of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted with a view to the best interests of the Company.

(d) Success on the Merits. To the extent that the Indemnitee has been successful on the merits or otherwise (including, withoutlimitation, dismissal or withdrawal of a Claim with or without prejudice) in defence of any Claim or in defence of any claim, issue or matter therein, the Company shall indemnify the Indemnitee against Expenses in connection therewith. 

(e) Proceedings initiated by the Indemnitee. Except as provided in Section 16 of this Agreement, notwithstanding anything to the contraryin Sections 3 and 4, the Company shall not be obligated to indemnify the Indemnitee in connection with a proceeding (or part thereof) 

 

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initiated by the Indemnitee unless such proceeding (or part thereof) was authorized in advance, or unanimously consented to, by the Company’s Board ofDirectors. 

4. Additional Indemnification. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make ExpenseAdvances to the Indemnitee, in each case to the fullest extent as may be provided for under the Company’s Articles, By-Laws, any vote of the shareholders or disinterested directors and/or applicable law notwithstanding that any suchindemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable lawwhich expands the right of a corporation organized under the laws of Canada to indemnify or make Expense Advances to a Personnel to a greater degree than would be afforded currently under the Company’s Articles, By-Laws, any vote of theshareholders or disinterested directors, applicable law and this Agreement, the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change, and (ii) this Agreement be interpreted and enforced so as to provideindemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or Expense Advances would otherwise be discretionary. Without limiting the generality of the foregoing,the Company shall use its best efforts to obtain any approval required under the Canada Business Corporations Act or otherwise (including court approval) in respect of any indemnification required, or contemplated, to be made under this Agreement.

5. Exclusions. Any other provision of this Agreement to the contrary notwithstanding, the Company shall not be obligated to indemnify or provideExpense Advances to the Indemnitee: 

(a) to the extent any such indemnification or Expense Advance would be unlawful; or 

(b) to the extent that the Indemnitee actually received from any other source (including an insurer) amounts otherwise payable hereunder; 

provided that notwithstanding the foregoing provisions of this Section 5, the Indemnitee shall be entitled under Section 6 to receive Expense Advances withrespect to any Claim unless and until a court having jurisdiction over such Claim shall have made a final determination (as to which all rights of appeal therefrom shall have been exhausted or lapsed) that the Indemnitee is prohibited from receivingindemnification with respect thereto. 

6. Expense Advances. Within five business days of receipt by the Company of a notice (the “Notice ofExpense Advances”), substantially in the form attached hereto as Exhibit 1, by or on behalf of the Indemnitee to repay the amount of any Expense Advance with respect to any Claim if and to the extent that it shall ultimately bedetermined that the Indemnitee is not entitled to indemnification for such amount, the Company shall make Expense Advances to the Indemnitee. Any amounts advanced pursuant to the Notice of Expense Advances shall be unsecured and shall bear nointerest. 

 

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7. Non-Exclusivity; Continuation. The indemnification and Expense Advances pursuant to this Agreement shall not bedeemed exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles or By-Laws, any vote of the Company’s shareholders or disinterested directors, any other agreement, any law or otherwise, both as toactions in the Indemnitee’s official capacity and as to actions in another capacity while a Personnel. All agreements and obligations of the Company contained in this Agreement shall continue as to the Indemnitee while the Indemnitee is aPersonnel and after the Indemnitee has ceased to be a Personnel. 

8. Change in Control; Potential Change in Control. 

(a) The Company agrees that if there is a Change in Control, then with respect to all matters concerning the rights of the Indemnitee to indemnificationand Expense Advances under this Agreement, the Company’s Articles or By-Laws, any vote of the Company’s shareholders or disinterested directors, any other agreement, any law or otherwise, the Company shall seek legal advice only fromIndependent Legal Counsel. Such Independent Legal Counsel shall be such person or firm selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld) which has not otherwise performed material services forthe Company or the Indemnitee within the prior three years (other than in connection with such matters). The Independent Legal Counsel shall, among other things, render its written opinion to the Company and the Indemnitee as to whether and to whatextent the Indemnitee is permitted to be indemnified and receive Expense Advances. The Company agrees to pay the fees and expenses of the Independent Legal Counsel relating to its engagement pursuant to this Agreement. 

(b) In the event of a Potential Change in Control, the Company may, at its sole discretion, create a trust for the benefit of the Indemnitee and fromtime to time fund such trust in such amounts as the Company’s Board of Directors may, at its sole discretion, determine to satisfy Expenses reasonably anticipated or proposed to be incurred or paid from time to time in connection with anyClaims. The terms of any trust established pursuant hereto shall provide that upon a Change in Control (i) the trust shall not be revoked or the principal thereof encroached upon, without the written consent of the Indemnitee, (ii) thetrustee shall advance (solely to the extent of trust assets), within two business days of a request by the Indemnitee and upon receipt of a Notice of Expense Advances by or on behalf of the Indemnitee, all Expenses to the Indemnitee (and theIndemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 6), (iii) the trustee shall promptly pay (solely to the extent of trust assets) tothe Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (iv) all unexpended funds in such trust shall revert to the Company upon a final determination by theReviewing Party or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified (or is not entitled to be indemnified) under the terms of this Agreement as to all Claims. The trustee shall be a person orentity reasonably satisfactory to the Indemnitee. Nothing in this Section 8(b) shall relieve the Company of any of its obligations under any other provision of this Agreement. 

 

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9. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement or otherwise toindemnification or Expense Advances by the Company for a portion, but not all, of any Expenses incurred by the Indemnitee, the Company shall indemnify or provide Expense Advances to the Indemnitee (as the case may be) for the portion thereof towhich the Indemnitee is entitled. 

10. Contribution. If indemnification is unavailable by reason of a court decision described in Section 12(d)based on grounds other than that set forth in Section 5(a), then in respect of any Claim in which the Company is jointly liable with the Indemnitee (or would be if joined in such Claim), the Company shall contribute to the amount of theIndemnitee’s Expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and by the Indemnitee, respectively, from the transaction from which such Claim arose, and (ii) the relative faultof the Company and of the Indemnitee in connection with the events which resulted in such Claim and/or Expenses, as well as any other relevant equitable considerations. The relative fault of the Company and of the Indemnitee shall be determined byreference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Claim and/or Expenses. The Company agrees that it would not be just andequitable if contribution pursuant to this Section 10 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations. 

11. Insurance. The Company confirms that it has purchased directors’ and officers’ liability insurance as approved by the Board of Directors coveringits directors and officers, which insurance also includes reimbursement for all Expenses as permitted under Section 6 hereof. Subject only to the provisions of this Section 11, the Company agrees for so long as an Indemnitee shall haveconsented to serve or shall continue to serve as a director of the Company and also for the period which is seven (7) years following the date the Indemnitee ceases to serve as a director of the Company (such Indemnitee, a “DepartingDirector”), the Company shall use all commercially reasonable efforts to maintain in effect for the benefit of the Indemnitee or the Departing Director, as the case may be, one or more valid, binding and enforceable policies ofdirectors’ and officers’ liability insurance providing, in all material respects , coverage both in scope and amount which is no less favourable than that provided as of the date hereof.] 

12. Procedures. 

(a) Notice. Promptly afterreceipt by the Indemnitee of notice of the commencement, or the threat of commencement, of any Claim, the Indemnitee shall, if the Indemnitee believes that indemnification or Expense Advances with respect thereto may be sought from the Company bythe Indemnitee pursuant to this Agreement, notify the Company of the commencement or threat of commencement thereof; the Indemnitee’s notice to the Company may, but need not, be substantially in the form attached hereto as Exhibit 2. Anyfailure of the Indemnitee to provide such notice to the Company shall not, however, relieve the Company of any liability which it may have to the Indemnitee unless and to the extent such failure causes a material adverse impact upon the interests ofthe Company. If, at the time it receives such notice from the Indemnitee, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement, or the threat of commencement, of

 

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such Claim to the insurers in accordance with the procedures set forth in the respective applicable insurance policies. The Company shall thereafter take allnecessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in respect of indemnifiable Expenses in accordance with the terms of such policies; provided, that no suchpayments by such insurers shall relieve the Company of any liability or obligation which it may have to the Indemnitee, except as and to the extent expressly provided under this Agreement. 

(b) Assumption of Defence. If the Company shall be obligated to pay Expenses arising in connection with any Claim against the Indemnitee, theCompany shall be entitled to assume the defence of such Claim, with counsel reasonably satisfactory to the Indemnitee, upon the delivery to the Indemnitee of notice of its election to do so. After delivery of such notice, satisfaction with suchcounsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by the Indemnitee with respect to the sameClaim, provided that (i) the Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with any Claim at the Indemnitee’s expense; (ii) if (A) the employment of counsel by the Indemnitee shall havebeen previously authorized by the Company, or (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of such defence, and the Indemnitee shall haveemployed counsel to assume the defence of such Claim, in each such case the fees and expenses of the Indemnitee’s counsel shall be paid by the Company; and (iii) the Company shall not settle any Claim in any manner which would impose anypenalty, limitation or unindemnified Expense on the Indemnitee, or which would reasonably be expected to result in a material loss or diminishment of the Indemnitee’s reputation, without the Indemnitee’s consent (which consent shall not beunreasonably withheld). 

(c) Determination of Entitlement to Indemnification. In the event of any demand by the Indemnitee forindemnification under this Agreement or otherwise, the Board of Directors of the Company shall promptly designate a Reviewing Party. The Reviewing Party shall determine that indemnification is proper if it finds that the Indemnitee has met therequired standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. If the Reviewing Party is a body consisting of members of the Company’s Board of Directors, it shall act by amajority vote. If the Reviewing Party is Independent Legal Counsel, the determination of the Reviewing Party shall be rendered in the form of a written legal opinion. Subject to Sections 12(d) and 13, any indemnification under Sections 3 and 4(unless ordered by a court or pursuant to Section 3(d)) shall be made by the Company only as authorized in the specific case and upon the determination of the Reviewing Party that the Indemnitee is entitled to indemnification in thecircumstances because the Indemnitee has met the standard of conduct set forth in Section 3(c) and that indemnification is not prohibited pursuant to Section 5. The Indemnitee’s demand for indemnification shall create a presumptionthat the Indemnitee is entitled to indemnification and the Reviewing Party shall have 30 days from the date of receipt of the Indemnitee’s demand in which to render in writing and deliver to the Indemnitee its determination. If the ReviewingParty makes no timely determination, the Reviewing Party shall be deemed to have determined that the Indemnitee is entitled to the indemnification demanded. If 

 

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the Reviewing Party determines, which determination shall be based upon clear and convincing evidence sufficient to rebut the aforesaid presumption ofentitlement, that the Indemnitee is not entitled to indemnification, in whole or in part, in the circumstances because the Indemnitee has not met the standard of conduct set forth in Section 3(c) or because the indemnification is prohibitedpursuant to Section 5, the Indemnitee shall (i) be entitled to obtain a favorable determination or to appeal such negative determination in the manner provided in Sections 12(d) and 13, and (ii) not be required to reimburse theCompany for any Expense Advances or Expenses theretofore paid to or on behalf of the Indemnitee until a final determination has been made with respect to the Indemnitee’s legal entitlement to indemnification (as to which all rights of appealtherefrom shall have been exhausted or shall have lapsed). 

(d) Indemnitee’s Rights on Unfavorable Determination.Notwithstanding a determination by a Reviewing Party or any forum listed in Section 13 that the Indemnitee is not entitled to indemnification with respect to a specific Claim, or any claim, issue or matter therein, the Indemnitee shall have theright to apply to any court of competent jurisdiction for the purpose of determining and enforcing the Indemnitee’s right to indemnification pursuant to this Agreement or otherwise and the Company hereby consents to service of process andagrees to appear in any such proceeding. The Indemnitee shall be entitled to indemnification unless the Company shall prove by clear and convincing evidence that (i) the Indemnitee did not meet the applicable standard of conduct required toentitle the Indemnitee to such indemnification or that indemnification is prohibited pursuant to Section 5, and (ii) the requirements of Section 3(d) have not been met. 

13. Appeal of a Reviewing Party’s Determination of No Right to Indemnification. 

(a) TheIndemnitee shall be entitled to select from the following alternatives a forum in which the validity of a Reviewing Party’s determination that the Indemnitee is not entitled to indemnification will be heard, which forum shall determine that theIndenmitee is entitled to such indemnification unless such forum determines that there is clear and convincing evidence that (i) the Indemnitee did not meet the applicable standard of conduct required to entitle the Indemnitee to suchindemnification or that indemnification is prohibited pursuant to Section 5, and (ii) the requirements of Section 3(d) have not been met: 

(A) those members of the Company’s Board of Directors who are disinterested parties with respect to the Claim, acting by a majority vote; or 

(B) Independent Legal Counsel, in a written opinion. 

(b) As soon as practicable, and in no event later than 30 days after notice of the Indemnitee’s choice of forum pursuant to Section 13(a), the Company shall, at its own expense, submit to the selected forumin such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, the basis for the determination that the Indemnitee is not entitled to indemnification, and the Company shall act good faith to assure the Indemnitee theopportunity to defend against and appeal such determination. 

 

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14. Binding Effect; Successors and Assigns. This Agreement shall bind and inure to the benefit of the successors,heirs, personal and legal representatives and permitted assigns of the parties hereto, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all or a substantial part of the business orassets of the Company. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business or assets of theCompany, by written agreement in form and substance reasonably satisfactory to the 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 suchsuccession had taken place. 

15. Assignment. Subject to the requirements of section 14 hereof, this Agreement may be assigned by the Company to anysuccessor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business or assets of the Company. This Agreement may not be assigned by the Indemnitee.

16. Expenses and Expense Advances to Enforce the Agreement. It is the intent of the Company that the Indemnitee shall not be required to incur anyExpenses arising from any effort to enforce the Indemnitee’s rights under this Agreement because incurring such Expenses would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if itshould appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person or entity (other than a court of competent jurisdiction in a final determination, as towhich all rights of appeal therefrom shall have been exhausted or shall have lapsed) takes any action to declare this Agreement or any provision hereof void or unenforceable, or institutes any action, suit or proceeding designed (or having theeffect of being designed) to deny or recover from the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company hereby irrevocably authorizes the Indemnitee from time to time to retain counsel of the Indemnitee’schoice to represent the Indemnitee in connection with the enforcement of the Indemnitee’s rights under this Agreement. If the Indemnitee is successful in whole or in part in enforcing the Indemnitee’s rights under this Agreement, theCompany shall pay and be solely responsible for any and all reasonable and documented costs and liabilities (including, without limitation, all attorneys’ fees and related disbursements and other out-of-pocket costs) incurred by the Indemniteein connection therewith. 

17. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall bedeemed duly given (i) when delivered by hand; or (ii) if mailed by certified or registered mail with postage prepaid, on the third business day after the mailing date. Address for notice to the Company shall be as shown on the signaturepage of this Agreement and the address for notice to the Indemnitee shall be as shown in Company records, or as subsequently modified by the addressee by such written notice. 

18. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of theremaining provisions of the Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, 

 

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illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or unpaired thereby, (ii) to thefullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and (iii) to the fullest extent possible, any such provision held to be invalid, illegal orunenforceable shall be reformed so as to be valid, legal and enforceable and to give effect to the intent manifested by such provision. 

19.Modifications, Amendments, and Waivers. No modification or amendment of this Agreement, or waiver of any of the provisions hereof, shall be binding unless executed in writing by both of the parties hereto, in the case of a modification oramendment, or by the waiving party, in the case of a waiver. No waiver of any such provision shall be deemed to constitute a waiver of such provision on any other occasion or a waiver of any other provision. 

20. Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the non-exclusive jurisdiction of a court of competent jurisdictionin the Province of Ontario for any purpose in connection with any action or proceeding which arises out of or relates to this Agreement, and the parties hereto hereby attorn and submit to such non-exclusive jurisdiction. 

21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canadaapplicable therein, as applied to contracts between Ontario residents entered into and to be performed entirely within Ontario. 

22. Subrogation. Inthe event of 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 the Indemnitee, who agrees, at the sole expense of the Company, to execute all papersreasonably required and to do all other acts and things that may be reasonably necessary on the part of the Indemnitee to secure such rights, including the execution of documents necessary or desirable to enable the Company to bring suit to enforcesuch rights. 

23. Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes andmerges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof. 

24.Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, each of which (including any counterpart received by facsimile transmission) shall be deemed an original and all ofwhich together shall constitute one and the same instrument. 

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 7th day of September, 2006. 

 
**OPEN TEXT CORPORATION**  By:        Name:      Indemnitee – **[****·********]**Title:      Address: 
275 Frank Tompa Drive

Waterloo, Ontario

N2L 0A1
   

Exhibit 1 

NOTICE OF EXPENSE ADVANCES 

1. This Notice of Expense Advances is submitted pursuant to theIndemnification Agreement dated as of                             , between Open Text Corporation, acorporation existing under the laws of Canada (the “Company”), and the undersigned (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.

2. I am requesting certain Expense Advances in connection with a Claim. 

3. I hereby undertake to repay such Expense Advances if it shall ultimately be determined that I am not entitled to be indemnified by the Companytherefor under the Agreement or otherwise. 

4. The Expense Advances are, in general, all related to: 

 
Signed:   
Dated:
   

Exhibit 2 

NOTICE AND DEMAND FOR INDEMNIFICATION 

1. This Notice and Demand for Indemnification is submittedpursuant to the Indemnification Agreement dated as of                              between Open TextCorporation, a corporation existing under the laws of Canada (the “Company”), and the undersigned (the “Agreement”). Capitalized terms used but not defined herein shall have the respective meanings set forth in theAgreement. 

2. I am notifying the Company as to the following Claim: 

                                                                                                                                                                                                                                                                . 

3. I am requestingindemnification and Expense Advances with respect to such Claim to the full extent provided for in the Agreement or to which I may otherwise be entitled. 

 
Signed:   
Dated: