EXHIBIT 10.23
EXECUTIVE CONFIDENTIALITY,
NON-SOLICITATION, NON-COMPETITION,
INTELLECTUAL PROPERTY RIGHTS, AND
CODE OF CONDUCT AGREEMENT
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1.
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This
Confidentiality, Non-Solicitation, Non-Competition, Intellectual
Property Rights and Code of Conduct Agreement
(“Agreement”) between the Employee described below
(“You”, “Your”, or “Employee”)
and Entrust sets forth certain of your obligations respecting your
employment with the Entrust entity set forth in your employment
offer/confirmation letter (“Employment
Letter”).
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2.
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As used in this
Agreement, “Entrust” and/or “Company” shall
mean Entrust, Inc. and all direct and indirect subsidiaries,
affiliates, related and/or associated companies, and all successors
and assigns of all of the foregoing.
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3.
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You acknowledge
that you are under no obligation to anyone, including a former
employer, which is an impediment to Your entering into this
Agreement or which imposes any restrictions on the activities or
duties that may be assigned to You from time to time by the
Company.
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4.
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If, during the
term of this agreement, or any renewal hereof, you
should:
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a.
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Conceive or
make any invention or discovery, whether patentable or
not;
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b.
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Become the
author of any design capable of being protected as an industrial
design, design patent or other design protection;
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c.
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Become the
author of any work in which copyright may exist;
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d.
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Develop any
confidential information which may be capable of being protected as
a trade secret;
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and if such invention, discovery,
design, work or confidential information relates in any way to the
business of Entrust or any affiliated entity, such invention,
discovery, industrial design, work or confidential information
shall be the sole and exclusive property of Entrust or any
affiliated entity. You agree during the term of this employment
with Entrust and thereafter to promptly disclose to Entrust all
details and information related thereto and to execute on demand
any applications, transfers, assignments, moral rights waivers and
other documents as Entrust may consider necessary or advisable for
the purpose of vesting in Entrust or its designate full title to
and enjoyment of such invention, discovery, industrial design, work
or confidential information, and to assist in every way possible in
the prosecution of applications for the registration of
intellectual property rights relating thereto.
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5.
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a.
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You agree to hold in strict
confidence the business and affairs of Entrust, its affiliates and
their respective customer/clients. You agree that during the term
of this agreement or any renewal thereof or at any time thereafter,
that you will not directly or indirectly disclose to any third
party or use for any other purpose than that of Entrust, the
following:
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i.
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Information
disclosed to you by or on behalf of a customer/client prospective
customer/client;
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ii.
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Information
respecting the identity of any customer/client of
Entrust;
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iii.
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Information
otherwise disclosed to Entrust on a confidential basis by third
parties;
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iv.
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Information
disclosed to you with respect to technical requirements, pricing or
timing of any contracts;
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v.
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Information
disclosed to you with respect to Entrust’s techniques,
programs, present or contemplated developments, trade secrets or
marketing strategies; and
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vi.
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Information
otherwise identified to you as confidential information of
Entrust.
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b.
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Yourobligations of confidence
described above include, without limiting the generality of the
foregoing:
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i.
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Taking every
reasonable step to prevent third parties from examining and/or
making copies of any documents or papers (whether in electronic or
hard copy form) prepared by you or that come into your possession
or under your control by reason of your employment
hereunder;
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ii.
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Using your best
efforts to follow all security policies of Entrust, and
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iii.
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Upon
termination of this agreement, turning over to Entrust all
documents or papers (whether in electronic or hard copy form) and
any other materials in your possession or under your control that
relate to the business of Entrust or its
customers/clients.
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5.
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c.
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Your obligations of confidence described above
do not apply to information which is
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i.
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available to
the public other than by breach of obligations of confidence owed
by you;
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ii.
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rightfully
received by you, outside of the course of your employment, from a
third party without confidentiality limitations;
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iii.
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independently
developed by you without recourse to any confidential information
of Entrust or its customers/clients; or
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iv.
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known to you
prior to first recei
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