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EXHIBIT
10.3
CONFIDENTIALITY,
NON-SOLICITATION, NON-COMPETITION, AND CODE OF CONDUCT
AGREEMENT
| 1. |
This Confidentiality, Non-Solicitation, Non-Competition
Agreement and Code of Conduct (“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”). |
| 2. |
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. |
| 3. |
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. |
| 4. |
You hereby assign to and waive in favor of the Company all of
Your rights in and to all inventions, discoveries, improvements,
designs, know-how, technical or commercial information, computer
programs in any form, written materials, data bases, integrated
circuit topologies, plans, diagrams, drawings, models, and other
items, which You may conceive, develop or reduce to practice during
the period of Your employment with the Company and
which: |
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(i) |
relate, directly or indirectly, to the Company’s present
or reasonably foreseeable business or research or development;
or, |
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(ii) |
result from any work performed by You for the Company;
or, |
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(iii) |
are created or made using any equipment, supplies, facilities,
resources, or Confidential Information of the Company; |
whether or not they are made
during or after working hours, on or off the Company’s
premises, or alone or with others.
| 5. |
You shall make prompt and full disclosure to the Company of any
of the things covered in paragraph 4. During and subsequent to Your
employment, You shall sign documents, and provide such assistance,
as may be required by the Company to obtain, maintain, enforce,
protect or grant any rights which You have assigned to or waived in
favor of the Company and which the Company may desire in respect of
such things in all countries of the world. |
| 6. |
You shall not (except as expressly permitted by the Company in
writing) at any time during and subsequent to Your employment with
the Company: |
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(i) |
disclose, or authorize the disclosure, to anyone other than
authorized officers or employees of the Company; or, |
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(ii) |
use for non-Company purposes or other non-permitted purposes;
any of the Company’s Confidential Information or any other
information disclosed to the Company by a third party in
circumstances which oblige the Company to protect such information
from unauthorized use and/or disclosure. |
| 7. |
“Confidential Information” for the purposes of this
Agreement shall mean all information, including trade secrets,
formulas, patterns, compilations, programs, devices, methods,
techniques, or processes, of a business, planning, marketing,
scientif |
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