Re: First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“ Indemnitee ”) dated August 23, 2007 (the “ Indemnification Agreement ”)

Exhibit 10.31.1

August 19, 2008

[See Attached Schedule]
 c/o MedQuist Inc.
 0000 Xxxxxxx Xxxx Xxxx., Xxxxx 000
 Xxxxx Xxxxxx, XX 00000

Re:   First Amendment to the Indemnification Agreement between MedQuist Inc. (the “Company”) and [See Attached Schedule] (“ Indemnitee ”) dated August 23, 2007 (the “ Indemnification Agreement ”)

Dear [See Attached Schedule]:

This letter constitutes an amendment to the Indemnification Agreement (the “Amendment”). All capitalized terms not defined herein shall have the same meanings as given to them in the Indemnification Agreement. The Indemnification Agreement shall be amended as follows:

•  Section 6 of the Indemnification Agreement is hereby replaced in its entirety with the following:

6. Officer And Director Liability Insurance.

(a)The Company shall obtain and maintain (or cause to be obtained and maintained) a policy or policies of insurance providing the directors and officers of the Company with coverage for losses in connection with acts or omissions of such directors and officers, or to ensure the Company’s performance of its indemnification obligations under this Agreement (“D&O Coverage”). At all times during which this Agreement is in effect and for a period of six years following the date Indemnitee ceased or ceases service to the Company the D&O Coverage shall be maintained at a level not less than such coverage in effect as of August 7, 2008, provided the annual premiums for such coverage do not exceed 300% of the annual premiums in place on August 7, 2008 (“Premium Maximum”). In the event the annual premiums for the D&O Coverage required above in this Section 6(a) exceed the Premium Maximum for any year, the Company shall be required to obtain for such year the maximum amount of D&O coverage obtainable by payment of annual premiums equal to the Premium Maximum.

(b) In all policies of director and officer liability insurance, Indemnitee will be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director, or the

[See Attached Schedule]
 August 19, 2008
 Page 2

     Company’s officers, if Indemnitee is not a director of the Company but is an officer.

Except as amended hereby, all of the terms and provisions of the Indemnification Agreement shall remain in full force and effect.

Please indicate your agreement with the above Amendment by signing where indicated below and returning one copy of this letter amendment to MedQuist Inc., 0000 Xxxxxxx Xxxx Xxxx., Xxxxx 000, Xx. Laurel, New Jersey 08054, USA, Attention: General Counsel.

Sincerely,
MedQuist Inc.
 

By:  

Name:  

Title:  

Agreed by:

[                                        ]

Schedule of Differences 

Other than the identification of the Indemnitee, each Amendment executed with the executive officers listed below is substantially the same as this form and as each other.

Officer		Title
Xxxx Xxxx		Interim Chief Executive Officer, Interim President and Chief Technology Officer
Xxxxxxxx X. Xxxxxxx		Senior Vice President and Chief Financial Officer
Xxxx X. Xxxxxxxx		General Counsel, Chief Compliance Officer & Secretary
Xxxxxxx Xxxxx		Senior Vice President of Operations
R. Xxxxx Xxxxxxx		Senior Vice President of Sales & Marketing
Xxxxx Xxxxxxx		Vice President and Controller