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Clarivate plc (formerly Clarivate Analytics plc), a company incorporated under the laws of Jersey having its registered office at 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey JE1 4TR (the Company); and

BIn consideration for accepting their appointment and continuing to act as a director or officer of the Company, the Indemnitee has requested that the Indemnitee be provided with an indemnity in respect of claims and actions which may be brought against the Indemnitee in respect of their position and functions as a director or officer of the Company.

(b)Associated Company means any body corporate which from time to time is a direct or indirect subsidiary of the Company or a holding company of the Company or a direct or indirect subsidiary of such holding company;

(c)Business Day means any day other than a Saturday or a Sunday, or any day on which banks are generally open for business in both Jersey and the United Kingdom;

2.1In consideration of the Indemnitee accepting their appointment and continuing to act as, and perform the functions of, a director or officer of the Company, the Company hereby covenants and undertakes, subject to the provisions of clause 3, to the fullest extent permitted by law and without prejudice to any other indemnity to which the Indemnitee may otherwise be entitled, to indemnify and keep indemnified and hold harmless the Indemnitee against all actions, claims, proceedings, costs, demands, losses, damages and other liabilities of any kind, whether instigated, imposed or incurred under the laws or regulations of Jersey or of any other jurisdiction and whether civil, criminal or regulatory, arising out of or in connection with:

(b)the actual or purported exercise of, or failure to exercise, any of the Indemnitee's powers, duties or responsibilities as a director or officer of the Company or of any Associated Company (whether before or after the date of this agreement), including any actual or alleged negligence, default, breach of duty or breach of trust by the Indemnitee in relation to the Company or any Associated Company;

(c)any damages, compensation, penalties, awards or other amounts of a monetary nature payable by the Indemnitee in connection with any of the matters referred to in 2.1(a) and/or 2.1(b) above, whether pursuant to any order or decision of any court, tribunal, regulatory authority or other body exercising judicial, governmental or regulatory authority over the Indemnitee or pursuant to any settlement of the same to which the Company consents; and

(d)an amount equal to any direct costs incurred by the Indemnitee in complying with any aspect of any order or decision of any court, tribunal, regulatory authority or other body exercising judicial, governmental or regulatory authority over the Indemnitee, in each case, in connection with any of the matters referred to in 2.1(a) and/or 2.1(b) above, or any settlement of the same to which the Company consents,

including without limitation all costs, legal expenses, losses, damages or other liabilities reasonably incurred in defending any of the matters referred to in 2.1(a) to 2.1(d) above (a Claim).

2.2The Indemnitee shall continue to be indemnified under clause 2.1 above until such time as any relevant limitation periods (whether under Jersey law or otherwise) for bringing Claims against the Indemnitee have expired, or for so long as the Indemnitee remains liable for any Claims, notwithstanding that the Indemnitee may have ceased to be a director of the Company.

2.3Payment in respect of Claims shall be made by the Company to the Indemnitee on a demand being made by the Indemnitee (or, if later, three Business Days before the due date for payment of the relevant liability) subject to the provision of evidence satisfactory to the Company as to the amount and date for payment of the relevant liabilities. Such payment shall be made without any set-off or counterclaim and free from any deduction or withholding except as required by this agreement or by applicable law.

2.4Subject to applicable law, at the request of the Indemnitee, the Company shall make advance payments (on such terms, including interest, as the Company may determine) to the Indemnitee to meet Claims incurred or to be incurred by the Indemnitee or such Claims expected to arise, including for the avoidance of doubt, any costs or expenses to be incurred in dealing with any such Claims, provided that the Indemnitee provides the Company with an undertaking that within 14 days of receiving a written request from the Company, the Indemnitee shall repay to the Company all amounts received by, or advanced to, the Indemnitee under this agreement:

(b)to the extent that amounts paid to the Indemnitee in respect of such Claims are subsequently found not to be payable by the Indemnitee in respect of such Claims; or

(c)to the extent that amounts paid to the Indemnitee in respect of such Claims are subsequently recovered or compensated for, including by virtue of any relevant directors' and officers' liability insurance maintained by the Company.

2.5The Company shall use all reasonable endeavours to provide and maintain appropriate directors' and officers' liability insurance (including ensuring that premiums are properly paid) for the benefit of the Indemnitee for so long as any Claims may lawfully be brought against the Indemnitee.

Notwithstanding any other provision of this agreement, the Indemnitee shall have no right to an indemnity under this agreement to the extent that such indemnity is prohibited by the Law or any applicable law or would cause this agreement or any part of it so be treated as void or unenforceable under applicable law.

(a)as soon as reasonably practicable, give written notice to the Company of the matter (stating in reasonable detail the nature of the matter) and consult with the Company with respect to the matter. If the matter has become the subject of any legal proceedings the Indemnitee shall deliver the notice within sufficient time to enable the Company to contest the proceedings before any final judgment;

(c)at the Company's sole expense and subject to a full indemnity from the Company in respect thereof in such terms as the Indemnitee may reasonably require:

(i)take such action and institute such proceedings and give such information and assistance as the Company may reasonably require to enable the Company to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against any person the rights of the Indemnitee in relation to the matter; and

(ii)in connection with any proceedings related to the matter, use professional advisers nominated by the Company and, if the Company so requests, allow the Company, the applicable Associated Companies or its or their insurers to take over conduct and defence of the proceedings keeping the Indemnitee advised of progress and copied in material communications and issues; provided in each case that the Company shall not settle or compromise a matter that would materially adversely affect the reputation of the Indemnitee without first consulting with the Indemnitee; and

(d)not admit liability in respect of or settle the matter without the prior written consent of the Company, such consent not to be unreasonably withheld.

4.2In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this agreement if the Indemnitee has submitted a notice to the Company in accordance with clause 4.1 of this agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

5.1To the extent that the matter is one in respect of which the Indemnitee has a right to make recovery or is entitled to claim an indemnity from any person other than the Company (except under any insurance policy maintained for the benefit of the Indemnitee by the Indemnitee or any firm of which the Indemnitee is a party), whether under any provision of applicable law or otherwise, the Indemnitee shall pursue such right of recovery or indemnity if requested to do so by the Company but at the Company's sole expense and subject to an indemnity from the Company to the Indemnitee in respect of such pursuit in such terms as the Indemnitee may reasonably require.

5.2In the event that a payment is made to the Indemnitee under this agreement in respect of a Claim, the Company shall be entitled to recover from the Indemnitee an amount equal to any payment received by the Indemnitee under any policy of insurance or from any other third party source to the extent that such payment relates to the Claim or, if the payment received by the Indemnitee is greater than the payment made under this agreement, a sum equal to the payment made under this agreement. The Indemnitee shall pay over such sum promptly on the Company's request.

6.2The Indemnitee shall not be entitled to assign or transfer all or any of the Indemnitee's rights, benefits and obligations hereunder without the prior or simultaneous written consent of the Company.

7.1Any notice, approval, request, demand or other communication (Notice) to be given for the purpose of this agreement must be in writing in the English language and delivered by hand or special delivery mail (airmail if overseas) or email communication addressed to the recipient at its address as set out at the head of this agreement or to such other address or to such email address or person which the recipient has notified to the sender in accordance with this clause 7.1 and which has been received by the sender no fewer than seven days prior to the Notice being dispatched.

(b)if delivered by special delivery mail two days after the date of posting or if sent by airmail five days after the date of posting (excluding days which are not Business Days); and

This agreement may be executed in any number of counterparts and by both the parties hereto on separate counterparts each of which when executed and delivered shall constitute an original but all such counterparts shall together constitute one and the same instrument.

This agreement shall be governed by and construed in accordance with the laws of the Island of Jersey, and the parties hereto hereby submit to the non-exclusive jurisdiction of the courts of the Island of Jersey.


Signed for and on behalf of Clarivate plc
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Signed by [Name of Indemnitee]
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