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RELEASE AGREEMENT
This Release Agreement (" Agreement ") is made by and
between Entrust Limited and Sam Morcos (" You " or "
Your ").
RECITALS
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1. The terms of Your separation from Entrust Limited are set out
in the letter from James D. Kendry to You dated November 1, 2007 ("
Letter ");
2. The parties, and each of them, wish to resolve any and all
disputes, claims, complaints, grievances, charges, actions,
petitions and demands that You may have against Entrust Limited as
defined herein, including, but not limited to, any and all claims
arising or in any way related to Employee's employment with, or
separation from, the Company;
NOW THEREFORE, in consideration of the promises made herein, the
parties hereby agree as follows (effective as of the date that You
accept this Agreement in accordance with Section C of the
Letter):
COVENANTS
- Definitions
As used in this Agreement, " Entrust " and/or "
Company " shall mean Entrust Limited, its parent, and all
direct and indirect subsidiaries, affiliates, related and/or
associated companies, of Entrust Limited's parent and all
successors and assigns of all of the foregoing. Capitalized words
and phrases defined in the Letter and used in this Agreement shall
have the meaning set out in the Letter.
2. Reaffirmation of Your Duty of Confidence to the
Company
- You hereby recognize and reaffirm the promises and obligations
in the Intellectual Property and Confidentiality Agreement executed
by You on or about Your start date.
- You acknowledge that You received in performing or in the
course of Your duties during Your employment with the Company,
confidential information pertaining to the activities, the
technologies, the operations and the business, past, present and
future, of the Company (including information provided to Company
in confidence by third parties) which information is not in the
public domain. You acknowledge that such confidential information
belongs to the Company and that its disclosure or unauthorized use
could be prejudicial to the Company and contrary to its
interests.
3. Non-Disparagement
You agree not to reveal, disclose, use, or to cause to be
revealed, disclosed, or used, or to assist in the revelation,
disclosure or use of, any such information or material, or any
other matter with respect to Entrust, which is injurious or harmful
to any of the Company's interests, or the interest of any of its
employees, officers or directors. Specifically, You shall issue no
public statement on the business affairs, policies or the like of
Entrust without the prior written consent of Entrust. Each Party
also agrees not to defame, disparage, libel or slander the other
Party.
4. Release
Except for any obligations incurred under this Agreement You
wholly release Entrust, its officers, directors, agents and
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