SERVICES AGREEMENT

This Services Agreement (the “Agreement”) is made as of September 15 2008 (the “Effective Date”) by and between:

      WHEREAS Entrust has requested Contractor to perform the services hereinafter described and Contractor has agreed to perform such services subject to the terms and conditions hereinafter set out;

      AND WHEREAS Contractor has represented that it has the specific knowledge, skill and experience required to perform the services hereinafter described and Entrust is relying upon the Contractor 's knowledge, skill and experience.

      NOW THEREFORE , in consideration of the mutual promises herein contained, the sufficiency of which is hereby acknowledged, Entrust and Contractor agree as follows:

“Acquisition Event” has the meaning set forth in the 2006 Stock Incentive Plan for Entrust, Inc (“Plan”).

“Affiliate” means any corporation or other entity that Entrust, Inc. directly or indirectly controls. In this context, an entity “controls” a corporation or other entity if it owns fifty percent (50%) or more of the voting rights for the board of directors or other mechanism of control for the corporation or other entity.

“Confidential Information” means any business, marketing, technical, scientific or other information disclosed by Entrust (including its Affiliates) which, at the time of disclosure is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by Contractor, exercising reasonable business judgment, to be confidential. Confidential Information includes the terms of this Agreement.

“Deliverables” means the items, products, documents and/or services specified in a Statement of Work which are provided by Contractor to Entrust under this Agreement.

“Intellectual Property Rights (IPR)” means all rights in any invention, discovery, improvement, utility model, patent, copyright, industrial design or mask work right, and all rights of whatsoever nature in computer software and data, Confidential Information, trade secrets or know-how, and all intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered, and shall include all rights in any applications and granted registrations for any of the foregoing.

“Statement of Work” means a Schedule (A-x) to this Agreement, duly signed by each party, describing the Deliverables, milestones, delivery dates, payment terms and any other information related to the Deliverables to be provided by Contractor to Entrust.

promptly advise Entrust of any anticipated delays or difficulties in providing such Deliverables. A Statement of

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Work may be modified from time to time by an instrument in writing signed by each party's duly authorized representatives.

2.2 Any materials or equipment furnished by Entrust in connection with this Agreement, unless fully paid for by Contractor, shall be deemed loaned to Contractor, and title thereto shall at all times remain with Entrust. Contractor shall return, at its expense and risk, all such materials and/or equipment in the same condition as they were when furnished by Entrust, reasonable wear and tear excepted, upon request by Entrust or upon termination of this Agreement.

additional fees for the Deliverables are set forth in each Statement of Work. In no event shall Entrust be liable to pay any fees in excess of the fee limit stated each Statement of Work. No fees are payable to Contractor until such time as the Deliverables have been accepted, in writing, by Entrust. Unless otherwise stated, all fees exclude applicable federal, state, provincial, use, value-added and local taxes (excluding taxes based upon Contractor’s income). Entrust shall pay to Contractor the amount of any such tax. Entrust shall withhold any applicable withholding tax from payments made to Contractor pursuant to this Agreement.

3.2 Entrust shall reimburse Contractor for all reasonable travel and lodging expenses incurred and paid by Contractor only if such expenses are specified in any Statement of Work.

3.3 Entrust reserves the right to audit all Contractor invoices. Contractor shall give Entrust reasonable access to all supporting documentation arising from Entrust’s audit request.

professional and highly skilled manner that adheres to standards not less than those generally accepted in the industry.

4.2 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, BOTH PARTIES DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

Rights therein. Contractor hereby transfers, assigns and conveys to Entrust all right, title and interest in and to the Deliverables and the Intellectual Property Rights therein and agrees to execute, and to have its employees and subcontractors execute, without charge to Entrust, any documents deemed necessary by Entrust to evidence and/or secure Entrust's exclusive ownership of the Deliverables and the Intellectual Property Rights therein.

5.3 Contractor represents and warrants that it is the sole and exclusive owner of the Deliverables and the Intellectual Property Rights therein and has the free, clear and absolute right to sell, transfer, assign and convey the same to Entrust and that all creators of the Deliverables (including all persons engaged by Contractor to make any contributions to the Deliverables) were, at the time of the creation of the Deliverables, full-time, bona-fide employees of the Contractor or, to the extent any such persons were not at such time full-time, bona-fide employees of Contractor, Contractor has obtained and possesses the written agreement of such persons selling, transferring,

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assigning and conveying to Contractor an unrestricted and complete right, title and interest in such person’s contributions to the Deliverables and the Intellectual Property Rights in such contributions (including, without limitation, the unrestricted right of Contractor to further sell, transfer, assign and convey such right, title and interest to Entrust). Without limiting the generality of the foregoing, Contractor does hereby waive its moral rights in the Deliverables in favor of Entrust including, without limitation, the right to restrain or claim damages for any distortion, mutilation or other modification of the Deliverables or any part thereof, the right to be associated with the Deliverables and the right to restrain use of any reproduction of the Deliverables in any context. Contractor also undertakes to ensure that each employee and subcontractor of Contractor waive their moral rights in the Deliverables in favor of Entrust.

AFFILIATES, SUBCONTRACTORS, AGENTS, SUPPLIERS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR ANY OTHER