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(NORTEL LOGO)
    
    Exhibit 10.65
    
    (LOGO)
  
    1.
    
    Nortel will indemnify and hold you harmless for the full amount of your Indemnifiable Losses
net of any Tax Benefits (as defined below).For the purposes of this agreement, Indemnifiable Losses means the $11.5 million which you
paid to Motorola pursuant to the terms of the Settlement Agreement.Motorola Separation Agreement means the Separation and Release Agreement between you and
Motorola dated February 15, 2005.Settlement Agreement means the agreement between Motorola, Nortel and you dated October
31, 2005.
 2.
    
    (a)
    
    If Nortel is required to withhold or deduct any amount for or on account of Taxes (as
defined below) from any payment to you on account of Indemnifiable Losses pursuant to Section
1 hereof, Nortel will pay to you such additional amounts (the Additional Amounts), net of
any Tax Benefits, as may be necessary so that the net amount received by you (including the
Additional Amounts) after such withholding or deduction




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will not be less than the amount you
would have received under Section 1 hereof if such Taxes had not been withheld or deducted,
net of any Tax Benefits.
 (b)
    
    Nortel will also indemnify and hold you harmless for:
 (i)
    
    the full amount of any Taxes, net of any Tax Benefits, levied
or imposed and paid by you in connection with the receipt by you of any payment
on account of Indemnifiable Losses pursuant to Section 1 hereof to the extent
such Taxes exceed the Additional Amounts paid to you pursuant to Section 2(a)
hereof, and(ii)
    
    any Taxes levied or imposed and paid by you with respect to any
payments made to you under clause (i) above and under this clause (ii).
 (c)
    
    For the purposes of this agreement:Tax Benefits means a reduction in Taxes payable by you as a result
of a deduction in computing wages or taxable income, or a credit against Taxes
payable by you, to which you are entitled as a result of a payment made by you
to Motorola pursuant to the terms of the Settlement Agreement in respect to the
Indemnifiable Losses. For greater certainty, Tax Benefits include but are not
limited to the following: i) the net reduction in taxes payable as a result of
your Motorola W-2 wages being reduced by the amount of your repayment to
Motorola (which was funded by Nortel), ii) the reduction in current, past or
future taxes that may be created as a result of repayments you make to Nortel
of other Tax Benefits (including non-operating losses created) and iii) foreign
tax credits against current, future or past taxes payable, created from
Canadian taxes paid by Nortel as a result of the Indemnifiable Loss
reimbursement to you.Taxes means all United States, Canada and other nations federal, provincial,
state, local and foreign taxes, duties, assessments, social security taxes or
governmental charges imposed or levied in respect to the relevant amounts referred
to in this Section 2.
 3.
    
    Nortel further agrees to pay or reimburse you for the reasonable legal fees and expenses
incurred by you in connection with the Motorola Proceeding and for the negotiation and
preparation of the Settlement Agreement and this agreement, and for advice and representation
since October 31, 2005 regarding your activities for Nortel under the Settlement Agreement.4.
    
    This agreement and the benefit of the obligations of Nortel hereunder shall inure to the
benefit of you, your heirs, estate, executors and administrators and shall be binding upon
Nortels successors and assigns.




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5.
    
    This agreement shall in all respects be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein, and all
disputes, claims or matters arising out of or under it shall be governed by such laws.6.
    
    All dollar amounts used herein are expressed in United States dollars.
   
 By:
    
    /s/ Gordon A. DaviesGordon A. DaviesGeneral Counsel  Corporate andCorporate Secretary
 26 January
 SIGNED AND DELIVERED
in the presence of
    

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þ/s/ D. L. Warnock

                Witness
    
    /s/ M. S. Zafirovski

                Mike Zafirovski