EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, INTELLECTUAL PROPERTY RIGHTS, AND CODE OF CONDUCT AGREEMENT

1.

This Confidentiality, Non-Solicitation, 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”).

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.

If, during the term of this agreement, or any renewal hereof, you should:

a.

Conceive or make any invention or discovery, whether patentable or not;

b.

Become the author of any design capable of being protected as an industrial design, design patent or other design protection;

c.

Become the author of any work in which copyright may exist;

d.

Develop any confidential information which may be capable of being protected as a trade secret;

5.      a.

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:

i.

Information disclosed to you by or on behalf of a customer/client prospective customer/client;

ii.

Information respecting the identity of any customer/client of Entrust;

iii.

Information otherwise disclosed to Entrust on a confidential basis by third parties;

iv.

Information disclosed to you with respect to technical requirements, pricing or timing of any contracts;

v.

Information disclosed to you with respect to Entrust’s techniques, programs, present or contemplated developments, trade secrets or marketing strategies; and

vi.

Information otherwise identified to you as confidential information of Entrust.

b.

Your obligations of confidence described above include, without limiting the generality of the foregoing:

i.

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;

ii.

Using your best efforts to follow all security policies of Entrust, and

iii.

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.

c.

Your obligations of confidence described above do not apply to infor