ex105indemnityagreement






                          INDEMNITY AGREEMENT   THIS AGREEMENT made as of the       day of                  , 202  .   BETWEEN               BLACKBERRY LIMITED, a corporation existing under the laws of Ontario              (hereinafter called "BlackBerry")                                       - and -               [NAME OF DIRECTOR/OFFICER] (hereinafter called the "Indemnified              Party")   WHEREAS:   (A)   The Indemnified Party:         (i)   is a director of BlackBerry; and/or         (ii)  is an officer of BlackBerry as determined by the Board of Directors of              BlackBerry, or as defined under the Act; and/or         (iii) is, at the request of BlackBerry, a director or officer of, or is acting in a similar              capacity  for, a body corporate, partnership, unincorporated association, limited              liability company, unincorporated syndicate, unincorporated organization, joint              venture, trust or other entity (each an "Associated Entity");    (B)   It is essential to BlackBerry to attract and retain as directors and officers the most capable        persons available;   (C)   Both BlackBerry and the Indemnified Party recognize the increased risk of litigation and        other claims being asserted against directors and officers in today's environment;   (D)   BlackBerry's Amended and Restated By-law No. 3 requires BlackBerry to indemnify its        directors and officers, former directors and officers, and persons who act or have acted at        BlackBerry's request as a director or officer of an Associated Entity, and the Indemnified        Party has agreed to serve or has agreed to continue to serve, as a director or officer of        BlackBerry and/or an Associated Entity in part in reliance on such By-law; and    (E)   In recognition of the need to substantially protect the Indemnified Party against personal        liability in consideration of the Indemnified Party's service to BlackBerry and the        Indemnified Party's reliance on the By-law, and in part to provide the Indemnified Party        with specific contractual assurance that the protection promised by the By-law will be        available to the Indemnified Party (regardless of, among other things, any amendment to        or revocation of the By-law (or any part thereof) or any change in the composition of        BlackBerry's Board of Directors or an acquisition transaction relating to BlackBerry),        BlackBerry wishes to provide in this Agreement for the indemnification of, and the 





 






                                     - 2 -         advancing of expenses to, the Indemnified Party to the fullest extent (whether partial or        complete) permitted by law and as set forth in this Agreement;   NOW THEREFORE, in consideration of the sum of $1.00 now given by the Indemnified Party  to BlackBerry, and the Indemnified Party agreeing to serve or agreeing to continue to serve  BlackBerry or an Associated Entity, and of the mutual covenants and agreements contained  herein and other good and valuable consideration, the receipt and sufficiency whereof is  mutually acknowledged, and intending to be legally bound hereby, the Indemnified Party and  BlackBerry covenant and agree as follows:   1.    Definitions   Whenever used in this Agreement, the following words and terms shall have the meanings set  out below:         (a)   "Act" means the Business Corporations Act (Ontario), as the same exists on the              date hereof or may hereafter be amended from time to time;         (b)   "Agreement" means this agreement, including all amendments or restatements              and references to "Section" mean the specified Section of this Agreement;         (c)   "Costs" includes, without limitation, all costs, charges, expenses, losses,              liabilities, damages, taxes (other than on any fees or other form of compensation              paid in connection with the Indemnified Party's service), fees (including any legal,              professional, expert witness or advisory fees or disbursements and any retainers              paid in advance of the delivery of such legal, professional, expert witness or              advisory services), amounts paid to settle or dispose of any Proceeding or satisfy              any judgments, awards, fines, statutory obligations or penalties, and in each case              whether incurred alone or jointly with others, including any amounts which the              Indemnified Party may reasonably suffer, sustain, incur or be required to pay or              forgo in respect of any investigation, monitoring, defence, settlement or appeal of,              being a witness in, or preparation for, any Proceeding (including without              limitation any amounts paid or deposited as security for costs), or in connection              with any action to establish a right to indemnification under this Agreement;          (d)   "director or officer" includes an agent, fiduciary, partner, trustee or other              individual who holds an office or performs a function for an Associated Entity              similar to an office held or function performed by a director or officer of a              corporation;          (e)   "Parties" means BlackBerry and the Indemnified Party collectively and "Party"              means any one of them; and          (f)   "Proceeding" means any claim, action, suit, application, litigation, arbitration,              charge, complaint, prosecution, assessment, reassessment, audit, inspection,              investigation (including any internal investigation), inquiry, hearing or proceeding              of any nature or kind whatsoever, whether civil, criminal, administrative, or              otherwise, and whether filed, brought, threatened or completed, in any way 





 






                                     - 3 -               related to the fact that the Indemnified Party is or was a director, officer,              employee, agent, fiduciary, partner or trustee of BlackBerry or an Associated              Entity, including a claim or other proceeding brought by the Indemnified Party              against BlackBerry for the purpose of enforcing this Agreement or brought by or              on behalf of BlackBerry against the Indemnified Party.   2.    Duty of Care         In accordance with the provisions of the Act, the Indemnified Party, in exercising his or  her powers and discharging his or her duties as a director or officer of BlackBerry or, as the case  may be, an Associated Entity, shall:         (a)   comply with his or her duty to act honestly and in good faith with a view to the              best interests of BlackBerry or, as the case may be, an Associated Entity; and         (b)   exercise the care, diligence and skill that a reasonably prudent person would              exercise in comparable circumstances.    3.    Indemnity         (a)   Except in respect of an action by or on behalf of BlackBerry or an Associated              Entity to which Section 3(b) applies, BlackBerry shall, to the full extent permitted              by law, indemnify and save harmless the Indemnified Party and his or her heirs              and legal representatives against the full amount of any and all Costs that the              Indemnified Party may reasonably suffer, sustain, incur or be required to pay in              respect of any Proceeding affecting the Indemnified Party or in which the              Indemnified Party is required by law to participate or in which the Indemnified              Party participates at the request of BlackBerry or in which the Indemnified Party              chooses to participate (including choosing to participate in such Proceeding based              on his or her reasonable belief that he or she may be subsequently named in that              Proceeding or any Proceeding relating to it) if:               (i)   the Indemnified Party has complied with his or her duty to act honestly                    and in good faith with a view to the best interests of BlackBerry or, as the                    case may be, an Associated Entity; and               (ii)  in the case of a criminal or administrative action or proceeding that is                    enforced by a monetary penalty, the Indemnified Party had reasonable                    grounds for believing that his or her conduct was lawful (collectively, the                    "Indemnification Conditions").         (b)   In respect of any Proceeding by or on behalf of BlackBerry or an Associated              Entity to procure a judgment in its favour to which the Indemnified Party is made              a party because of the Indemnified Party's association with BlackBerry or an              Associated Entity, BlackBerry shall make application at its expense for approval              of the court to indemnify and save harmless the Indemnified Party and his or her              heirs and legal representatives against all Costs reasonably incurred by him or her              in connection with such Proceeding, subject to a majority vote of a quorum of 





 






                                     - 4 -               disinterested directors (or independent outside legal counsel if such a quorum is              not obtainable) determining that the Indemnified Party has fulfilled the              Indemnification Conditions. The Indemnified Party may require BlackBerry to              make such a court application to approve the interim advance of Costs pursuant to              Section 4 of this Agreement before final determination of the action.         (c)   Despite Section 3(a), BlackBerry shall, to the full extent permitted by law,              indemnify and save harmless the Indemnified Party, his or her heirs and legal              representatives against all Costs reasonably incurred by the Indemnified Party in              connection with the defence of any Proceeding, if:               (i)   he or she was not judged by a court or other competent authority to have                    committed any fault or omitted to do anything that he or she ought to have                    done; and               (ii)  he or she fulfils the Indemnification Conditions.   4.    Advances         BlackBerry shall, upon request by the Indemnified Party in accordance with the  procedures in Section 9 make advances to the Indemnified Party of funds necessary for the  payment of all Costs (including any Costs reasonably anticipated by the Indemnified Party to be  incurred within a reasonable time of such request) of any Proceeding prior to the resolution of  the merits of such Proceeding.  Any amounts advanced hereunder shall be unsecured and shall  bear no interest. If a court of competent jurisdiction ultimately determines in a final judgment  that is or has become non-appealable that the Indemnified Party was not entitled to be so  indemnified, or was not entitled to be fully so indemnified, the Indemnified Party shall repay to  BlackBerry promptly after such ultimate determination, such Costs or the appropriate portion  thereof, so advanced by BlackBerry.    5.    No Presumption as to Absence of Good Faith         (a)   The determination of any Proceeding by judgment, order, settlement (whether              with or without court approval) or conviction, or upon a plea of "nolo              contendere", or its equivalent, shall not, of itself, create any presumption for the              purposes of this Agreement that the Indemnified Party (i) did not comply with any              particular standard of conduct, including without limitation the Indemnification              Conditions, or (ii) did have any particular belief, or (iii) that a court has              determined that indemnification is not permitted by applicable law.         (b)   The knowledge and/or actions, or failure to act, of any other director, officer,              agent or employee of BlackBerry or any other entity will not be imputed to the              Indemnified Party for purposes of determining the Indemnified Party's right to              indemnification under this Agreement.         (c)   For the purposes of this Agreement, (i) the Indemnified Party shall be presumed              to have met the Indemnification Conditions, and (ii) BlackBerry will have the 





 






                                     - 5 -               burden of establishing that the Indemnified Party is not entitled to be indemnified              under this Agreement for any Costs BlackBerry wishes to challenge or recover.   6.    Exclusions    Notwithstanding any other provision of this Agreement, BlackBerry shall not be obligated to  indemnify the Indemnified Party:          (a)   in connection with any Proceeding initiated by the Indemnified Party against              BlackBerry and/or an Associated Entity, unless such Proceeding (i) was              authorized in advance, or consented to, by BlackBerry's board of directors or (ii)              relates to the Indemnified Party's enforcement of its rights under this Agreement,              including without limitation to establish a right to indemnification under this              Agreement or to receive Costs under Section 4.  BlackBerry's obligation to              indemnify the Indemnified Party in 6(a) (ii), above, shall cease immediately upon,              and solely to the extent that, a court of competent jurisdiction shall have              ultimately determined in a final judgment that is or has become non-appealable              that the Indemnified Party does not have the rights claimed in such Proceeding;         (b)   in connection with any Proceeding initiated by the Indemnified Party against any              director and/or officer of BlackBerry or an Associated Entity, unless (i)              BlackBerry or the Associated Entity, as the case may be, has joined in or              consented to the initiation of such Proceeding or (ii) the Proceeding relates to the              Indemnified Party's enforcement of its rights under this Agreement, including              without limitation to establish a right to indemnification under this Agreement or              to receive Costs under Section 4.  BlackBerry's obligation to indemnify the              Indemnified Party in 6(b)(ii), above, shall cease immediately upon, and solely to              the extent that, a court of competent jurisdiction shall have ultimately determined              in a final judgment that is or has become non-appealable that the Indemnified              Party does not have the rights claimed in such Proceeding;          (c)   to the extent any such indemnification is prohibited by the Act or other applicable              law; or          (d)   to the extent that the Indemnified Party actually received amounts otherwise              payable hereunder pursuant to any insurance purchased or maintained for the              benefit of the Indemnified Party pursuant to Section 7.   7.    Insurance         (a)   BlackBerry agrees to purchase and maintain or cause to be purchased and              maintained, while the Indemnified Party remains a director or officer of              BlackBerry or an Associated Entity, insurance for the benefit of the Indemnified              Party against any liability incurred by the Indemnified Party related to the fact              that the Indemnified Party is or was a director, officer, employee, agent, fiduciary,              partner or trustee of BlackBerry or an Associated Entity on terms no less              favourable in terms of coverage and amounts, to the extent permitted by law and              available on reasonable commercial terms, than those in place for comparable 





 






                                     - 6 -               North American public companies. BlackBerry shall continue to purchase and              maintain such insurance for the benefit of the Indemnified Party for a minimum              period of 6 years after such Indemnified Party ceases to be a director or officer of              BlackBerry or an Associated Entity, such that the Indemnified Party's insurance              coverage is, at all times, the same or on terms no less favourable than any              insurance coverage BlackBerry purchases and maintains for the benefit of its then              current directors and officers, from time to time. Such insurance and any material              change to the terms of such insurance, including coverage and amounts, shall be              approved by BlackBerry's board of directors.         (b)   Within 14 days of a written request by the Indemnified Party, BlackBerry agrees              to provide evidence to the Indemnified Party during the term for which              BlackBerry is obligated to maintain such insurance under the terms hereof, that it              has the insurance required under the terms of this Agreement and that it has paid              the applicable premium(s) for such insurance and shall, if requested by the              Indemnified Party in writing, provide the Indemnified Party with a copy of the              relevant insurance policy.            (c)   BlackBerry will also advise the Indemnified Party promptly after it becomes              aware of any material change in or withdrawal or lapse in coverage of any              insurance purchased or maintained by BlackBerry, details of any Proceeding              made under such insurance that involves, or is reasonably anticipated by              BlackBerry to involve, the Indemnified Party and the triggering of any extended              reporting period applicable to any such insurance.         (d)   The Indemnified Party is entitled to full indemnification as agreed hereto              notwithstanding any deductible amounts or policy limits contained in any such              insurance policy. In the event an insurable event occurs, the Indemnified Party              will be indemnified promptly as agreed hereto regardless of whether BlackBerry              has received the insurance proceeds.   8.    Income Tax         Should any payment made pursuant to this Agreement (including, without limitation, an  amount paid or payable on account of insurance premiums or made by an insurer under  insurance purchased or maintained pursuant to Section 7 and any amount paid pursuant to this  Section 8) constitute a taxable benefit under the tax laws of any jurisdiction or otherwise be or  become subject to any tax or levy or any taxing authority so alleges, then BlackBerry shall hold  the Indemnified Party harmless from any such tax or levy and pay such greater amount as may  be necessary to ensure that the amount received by or on behalf of the Indemnified Party, after  the payment of or withholding for such tax or levy (together with any interest and penalties  thereon not arising from the Indemnified Party's gross negligence), is equal to the amount of the  actual cost, expense or liability incurred by or on behalf of the Indemnified Party, such that this  Agreement shall serve to indemnify the Indemnified Party against liability for any and all such  taxes and levies. BlackBerry shall also reimburse the Indemnified Party, on a similar after tax  basis, for any reasonable Costs incurred by the Indemnified Party in connection with any  payment to which this Section 8 relates or the enforcement by the Indemnified Party of the 





 






                                     - 7 -   Indemnified Party's rights under this Section 8. The amount of any payment hereunder shall be  determined without regard to any deductions, credits offsets or similar amounts or adjustments  available to the Indemnified Party in computing income, taxable income, tax payable or other  relevant amounts (except to the extent arising from payments under this Section 8).  For clarity,  the Indemnified Party shall not be obliged to contest any claim that any tax, other levy, penalty  or interest to which this Section 8 applies is owing, and the Indemnified Party's rights under this  Section 8 are not dependent on the validity of any such claim.   9.    Notice of Proceedings and Procedure for Making a Claim         (a)   If a Party becomes aware of any Proceeding or reasonably expects that a              Proceeding will arise, such Party shall give notice in writing as soon as reasonably              practicable to the other Party of such Proceeding or potential Proceeding and              provide copies of any documents served on the Party in connection with a              Proceeding or any other relevant documents in such Party's possession, provided,              however, that a failure of the Indemnified Party to give notice in a timely fashion              shall not disentitle the Indemnified Party to the right to indemnity under this              Agreement except to the extent BlackBerry suffers prejudice by reason of such              delay.           (b)   If the Indemnified Party wishes to make any claim for payment by BlackBerry              hereunder, the Indemnified Party shall deliver a written notice of such claim for              payment to BlackBerry, together with reasonable details and supporting              documentation with respect to such claim (such written notice referred to herein              as an "Indemnification Notice").  Subject to the provisions of this Agreement,              BlackBerry shall pay all amounts claimed in the Indemnification Notice to the              Indemnified Party no later than five (5) business days after the date on which the              Indemnified Party delivers the Indemnification Notice to BlackBerry.  If              BlackBerry disputes the Indemnified Party's entitlement to receive some or the              entire amount claimed in an Indemnification Notice, BlackBerry shall pay the              entire amount to Indemnified Party as provided in this Section 9 notwithstanding              such dispute, and such dispute shall be resolved in accordance with Sections 14(b)              and 26.    10.   Defence of Proceeding         (a)   Upon receipt of notice of the Proceeding, and subject to Section 10(c),              BlackBerry (or its insurer(s)) shall at its expense and in a timely manner contest              and defend the Indemnified Party against any Proceeding and take all such steps              as may be necessary or proper therein to prevent the resolution thereof in a              manner adverse to the Indemnified Party, including the taking of such appeals as              counsel to BlackBerry (or its insurer(s)) may advise are likely to succeed in the              circumstances.  In this regard, BlackBerry will keep the Indemnified Party fully              informed on a timely basis of all steps and developments relating to the foregoing,              and shall not agree to any settlement on the Indemnified Party's behalf except as              permitted in Section 12. 





 






                                     - 8 -         (b)   Notwithstanding Section 10(a) hereof, the Indemnified Party will be entitled to              assume carriage of his or her own defence relating to any Proceeding (and, subject              to the provisions of this Agreement and a majority of a disinterested quorum of              the board of directors of BlackBerry (or independent outside legal counsel if such              quorum is not obtainable) determining that the Indemnified Party has satisfied the              Indemnification Conditions, BlackBerry shall indemnify the Indemnified Party              for the full amount of any Costs he or she incurs in connection with such defence)              if:               (i)   BlackBerry (or its insurer(s)) does not in a timely manner:                     (A)   undertake appropriate action in respect to an Indemnification                          Notice delivered pursuant to Section 9; or                     (B)   take such legal steps as may be from time to time required to                          properly defend against any such Proceeding;               (ii)  the Indemnified Party is entitled to retain separate counsel pursuant to                    Section 11; or               (iii) the Proceeding is initiated by BlackBerry or any of its subsidiaries.         (c)   BlackBerry's obligations under Section 10(a) and Section 10(b) shall be subject to              the Indemnified Party having provided an undertaking to BlackBerry to promptly              repay all amounts paid by BlackBerry pursuant to this Section 10 and Section 3 if              a court of competent jurisdiction ultimately determines in a final judgment that is              or has become non-appealable that the Indemnified Party had not met the              Indemnification Conditions.   11.   Separate Counsel         (a)   If the Indemnified Party is named as a party to or a witness in any Proceeding, or              if the Indemnified Party is questioned or if any of the Indemnified Party's actions,              omissions or activities are in any way investigated, reviewed or examined in              connection with or in anticipation of any actual or potential Proceeding, the              Indemnified Party is entitled to retain separate counsel of the Indemnified Party's              choosing (but not more than one law firm plus, if applicable, such other local              counsel, in respect of any particular Proceeding), which counsel will be              independent of BlackBerry and in addition to any counsel retained by BlackBerry              and/or its board of directors, to act on the Indemnified Party's behalf at              BlackBerry's expense to provide an initial assessment of the appropriate course of              action for the Indemnified Party; and           (b)   the Indemnified Party will be entitled to continued representation by independent              counsel at BlackBerry's expense beyond the initial assessment if, in the              reasonable opinion of the Indemnified Party's counsel (which opinion shall be in              writing and a copy thereof provided to BlackBerry), there is a conflict of interest              between BlackBerry and the Indemnified Party or another relevant, material fact 





 






                                     - 9 -               or circumstance that would make the representation of both parties by the same              counsel inappropriate due to actual or potential differing interests between them              (including the availability of different or additional defenses).  In the event that a              conflict of interest between BlackBerry and the Indemnified Party arises at              anytime thereafter, the Indemnified Party shall be entitled to continued              representation by independent counsel in accordance with the preceding sentence              of this Section 11(b).    12.   Settlement of a Proceeding         BlackBerry and the Indemnified Party will act reasonably in pursuing the settlement of  any Proceeding. Accordingly, the Parties agree as follows:         (a)   If BlackBerry has indicated, in writing, that BlackBerry will not indemnify the              Indemnified Party or make the advances contemplated in Section 4 in each case in              accordance with this Agreement, and BlackBerry's insurer(s) have indicated, in              writing, that the insurance purchased or maintained by BlackBerry pursuant to              Section 7 will not apply to or cover the Proceeding, then the Indemnified Party              may, without the prior written consent of BlackBerry, make an admission of              liability or effect any settlement of a Proceeding that BlackBerry is or could have              been a party, without BlackBerry's prior written consent;         (b)   BlackBerry shall not, without the prior written consent of the Indemnified Party,              make an admission of liability or effect any settlement of a Proceeding that the              Indemnified Party is or could have been a party except in connection with a              settlement that solely involves the payment of money and includes a complete and              unconditional release of the Indemnified Party from all Costs that are the subject              matter of such Proceeding; and         (c)   neither BlackBerry nor the Indemnified Party shall unreasonably withhold its, his              or her consent to any proposed settlement; provided, that the Indemnified Party              may withhold consent to any settlement that does not provide a complete and              unconditional release of the Indemnified Party.   13.   Obligations of BlackBerry Absolute         The obligations of BlackBerry under this Agreement are absolute and unconditional and  shall not be released, discharged or reduced, and the rights of the Indemnified Party hereunder  shall not be prejudiced or impaired, by any neglect, delay or forbearance in demanding, requiring  or enforcing payment or performance by BlackBerry of any of its obligations hereunder or by  granting any extensions of time for such performance or by waiving any performance (except as  to any particular performance which has been waived), or by permitting or consenting to any  assignment in bankruptcy, receivership, insolvency or any other creditor's proceedings of or  against BlackBerry or by the winding-up or dissolution of BlackBerry or any other event or  occurrence which would or might otherwise have the effect at law of terminating the obligations  of BlackBerry under this Agreement. 





 






                                    - 10 -   14.   Court Approval; Dispute Resolution          (a)   BlackBerry shall use its best efforts to obtain any approval of a court required by              law for the indemnification of the Indemnified Party in accordance with the terms              and conditions of this Agreement; provided that "best efforts" requires only that              BlackBerry promptly and diligently consider and pursue all practicable means to              obtain such approval.         (b)   In the event of a dispute under this Agreement, BlackBerry may apply to a court              of competent jurisdiction for a determination of the matter in dispute on its own              initiative and shall so apply as soon as practicable under the circumstances after              receiving a written request from the Indemnified Party to do so.          (c)   BlackBerry shall indemnify the Indemnified Party against all Costs that are              incurred by the Indemnified Party in connection with any action brought by the              Indemnified Party, BlackBerry or a third party to determine the Indemnified              Party's rights under this Agreement or any insurance purchased or maintained by              BlackBerry pursuant to Section 7, but only to the extent that the Indemnified              Party is ultimately determined to be entitled to such rights (including without              limitation indemnification) or insurance recovery, as the case may be.   15.   BlackBerry and Indemnified Party to Co-operate         BlackBerry and the Indemnified Party shall from time to time provide such information  and co-operate with the other as the other may reasonably request in respect of all matters under  the Agreement, provided that the Indemnified Party will not be required to cooperate to the  extent that the Indemnified Party assumes carriage of his or her defence of a Proceeding pursuant  to Section 10(b).    16.   Former Directors and Officers          The Indemnified Party shall continue to be entitled to indemnification hereunder, even  though the Indemnified Party may no longer be acting as a director or officer of BlackBerry or  an Associated Entity.   17.   Subrogation          In the event of a payment by BlackBerry under this Agreement, (a) BlackBerry shall be  subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Party,  and (b) the Indemnified Party shall execute all documents and other instruments reasonably  requested by BlackBerry and do all other acts and things that may by reasonably necessary of the  part of the Indemnified Party to secure such rights, including the execution of documents and  instruments necessary or desirable to enable BlackBerry to enforce such rights.    18.   Notices         All notices, requests, consents and other communications hereunder to any Party shall be  deemed to be sufficient if contained in a written instrument delivered in person or sent by 





 






                                    - 11 -   facsimile, overnight courier or email. All notices required or permitted hereunder shall be  deemed effectively given: (i) upon personal delivery to the Party to be notified, (ii) when sent by  facsimile or email if sent during normal business hours of the recipient, if not, then on the next  business day; or (ii) one business day after deposit with an internationally recognized overnight  courier, specifying next day delivery, with written verification of receipt. All deliveries required  or permitted hereunder shall be deemed effectively made: (i) upon personal delivery to the Party  receiving the delivery; (ii) one business day after deposit with an internationally recognized  overnight courier, specifying next day delivery, with written verification of receipt; or (iii) upon  receipt of delivery in accordance with instructions given by the party receiving the delivery.         The address for each of the Parties shall be as follows:         (a)   if to the Indemnified Party, at:               [insert name]               c/o BlackBerry Limited               2200 University Avenue East              Waterloo, Ontario, Canada              N2K 0A7               Email: [insert BlackBerry email]                       (b)   if to BlackBerry, at:               BlackBerry Limited              2200 University Avenue East              Waterloo, Ontario, Canada              N2K 0A7               Fax: (519) 883-4995              Attention: Corporate Secretary   or to such other address as each Party may from time to time notify the other of in writing.   19.   Severability         If any provision or provisions of this Agreement shall be held to be invalid, illegal or  unenforceable for any reason whatsoever:         (a)   the validity, legality and enforceability of the remaining provisions of this              Agreement (including, without limitation, all portions of any paragraph of this              Agreement containing such provisions held to be invalid, illegal or unenforceable,              that are not of themselves in whole invalid, illegal or unenforceable) shall not in              any way be affected or impaired thereby; and         (b)   to the fullest possible extent, the provisions of this Agreement (including, without              limitations, all portions of any paragraphs of this Agreement containing any such 





 






                                    - 12 -               provisions held to be invalid, illegal or unenforceable, that are not of themselves              in whole invalid, illegal or unenforceable) shall be construed so as to give effect              to the intent manifested by the provision which is held to be invalid, illegal or              unenforceable.   20.   Partial Indemnification         If the Indemnified Party is entitled under any provision of this Agreement to  indemnification by BlackBerry for some or a portion of the Costs in respect of a Proceeding, but  not for the total amount of such Costs, BlackBerry shall indemnify the Indemnified Party for the  portion of such Costs to which the Indemnified Party is entitled.   21.   Assignment and Enurement          The Indemnified Party may not assign this Agreement or any rights or obligations under  this Agreement without the prior written consent of BlackBerry. This Agreement and the duties  and obligations of BlackBerry under this Agreement shall enure to the benefit of and be binding  upon, and enforceable by the Indemnified Party and the Indemnified Party's heirs, estate,  executors, administrators and legal representatives against, BlackBerry and its successors and  assigns, including any corporation with which BlackBerry is merged or amalgamated.    22.   Effective Date          Notwithstanding the date of execution of this Agreement, the terms and provisions hereof  shall be effective, binding upon, and enforceable by the Parties as of and from the date on which  the Indemnified Party was first appointed or elected a director or officer of BlackBerry or an  Associated Entity, as the case may be.   23.   Non-Exclusivity          The indemnity provided by this Agreement shall be in addition to any other rights to  which the Indemnified Party may be entitled under any provision of the Act or otherwise at law,  the Articles of Incorporation or By-law of BlackBerry or, as the case may be, the articles of  incorporation, by-laws or other constating documents of any Associated Entity, any vote of  shareholders of BlackBerry or an Associated Entity, or otherwise, as to matters arising out of the  Indemnified Party's position as a director, officer, employee, agent, fiduciary, partner, or trustee  of BlackBerry or an Associated Entity and shall continue after the Indemnified Party ceases to  act in such role. To the extent that a change in the Act, the By-law or other applicable law  (whether by statute or judicial decision) permits greater indemnification by agreement than  would be afforded currently under the Articles of Incorporation or By-law and this Agreement, it  is the intent that the Indemnified Party shall enjoy by this Agreement the greater benefits so  afforded by such change. The Indemnified Party's rights under this Agreement shall not be  diminished by any future provision of or amendment to BlackBerry's By-Law or Articles of  Incorporation except as otherwise required by law.         BlackBerry shall not be liable under this Agreement to make any payment in connection  with any Proceeding against the Indemnified Person to the extent the Indemnified Person has  otherwise actually received payment (under any insurance purchased and maintained by 





 






                                    - 13 -   BlackBerry pursuant to Section 7, provision of the Articles of Incorporation or By-laws or  otherwise) of the Costs otherwise indemnifiable hereunder.    24.   Modification and Waiver         No supplement, modification or amendment of this Agreement shall be binding unless  executed in writing by both Parties.  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.   25.   Entire Agreement         This Agreement together with BlackBerry's By-law as of the date hereof constitutes the  entire agreement between the Parties and sets out all the covenants, promises, warranties,  representations, conditions, understandings and agreements between the Parties pertaining to the  subject matter of this Agreement. This Agreement supersedes all prior agreements,  understandings, negotiations and discussions, oral or written, between BlackBerry and the  Indemnified Party pertaining to the subject matter of this Agreement. There are no covenants,  promises, warranties, representations, conditions, understandings or other agreements, oral or  written, between the Parties in connection with the subject matter of this Agreement except as  specifically set forth in this Agreement and BlackBerry's By-law.   26.   Choice of Law         This Agreement shall be governed and construed in accordance with the laws of the  Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably  submit and attorn to the exclusive jurisdiction of the courts of the Province of Ontario with  respect to all matters arising out of or relating to this Agreement. The Parties hereby waive any  objection they may have to the venue being in such courts including, without limitation, any  claim that such venue is an inconvenient forum.   27.   Independent Legal Advice         The Indemnified Party acknowledges that the Indemnified Party has been advised to  obtain independent legal advice with respect to entering into this Agreement, that he or she has  obtained such independent legal advice or has declined to seek such advice, and that the  Indemnified Party is entering into this Agreement with full knowledge of the contents hereof, of  the Indemnified Party's own free will and with full capacity and authority to do so.   28.   Term         This Agreement shall survive until the later of (a) 10 years after the Indemnified Party  has ceased to act as a director or officer of BlackBerry or an Associated Entity, as the case may  be, and (b) one year after the final termination of all Proceedings commenced prior to the  expiration of such 10-year period with respect to which the Indemnified Party is entitled to claim  indemnification hereunder.  





 






                                    - 14 -   29.   Time of the Essence         Time is of the essence in this Agreement.   30.   Execution and Delivery         This Agreement may be executed by the Parties in counterparts and may be executed and  delivered by facsimile and all such counterparts and facsimiles together shall constitute one and  the same Agreement.   IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above  mentioned.                                             BLACKBERRY LIMITED                                             By: ______________________________                                                  Steve Rai, CFO                                              ____________________________________    Name: