Marketing and Distribution Agreement - Entrust Technologies Inc. and ZixIt Corp.
MARKETING AND DISTRIBUTION AGREEMENT
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MADE BETWEEN: AND:
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ENTRUST TECHNOLOGIES INC. ZIXIT CORPORATION
4975 Preston Park Blvd., Suite 400 2711 N. Haskell Avenue, Suite 2850, LB 36
Plano, Texas, U.S.A. 75093 Dallas, Texas, U.S.A. 75204
("ENTRUST") ("ZIXIT")
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AS OF THE 6TH DAY OF NOVEMBER, 2000 (THE "EFFECTIVE DATE"), THE PARTIES AGREE AS
FOLLOWS:
1. DEFINITIONS
For the purposes of this Agreement, in addition to the capitalized terms defined
elsewhere in this Agreement, the following terms shall have the meanings
ascribed to them as follows:
(a) "AFFILIATE" of a Party means any corporation or other entity that a
Party directly or indirectly controls. In this context, a Party
"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.
(b) "AGREEMENT" means this Marketing and Distribution Agreement and the
schedules attached hereto.
(c) "CONFIDENTIAL INFORMATION" means any business, marketing, technical,
scientific or other information disclosed by either Party (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 the Parties (or its Affiliates),
exercising reasonable business judgment, to be confidential.
(d) "ENTRUST/EXPRESS (WITH SECUREDELIVERY)" means the Entrust/Express
product with additional functionality as described in Schedule B of
this Agreement.
(e) "INTELLECTUAL PROPERTY RIGHTS (IPR)" means all rights in any invention,
discovery, improvement, utility model, 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.
(f) "PARTIES" means Entrust and ZixIt; "PARTY" means Entrust or ZixIt.
(g) "ROYALTIES" means the royalty fees or advertising fees payable by a
Party as set forth in Schedule A.
(h) "ZIXIT SECUREDELIVERY SERVICE" means the ZixIt service as set forth in
Schedule E.
2. GRANT OF RIGHT
2.1 Subject to the terms and conditions of this Agreement, ZixIt hereby
grants to Entrust and its Affiliates, for the term of the Agreement and
any wind-down period in accordance with Article 15,
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a non-exclusive, non-transferable (except as permitted herein),
worldwide right to market, sell and distribute the ZixIt SecureDelivery
Service.
3. OBLIGATIONS OF ENTRUST
3.1 Entrust shall modify its Entrust/Express product to include the
functionality as described in Schedule B. The Entrust/Express product
and all modifications, enhancements and derivative works thereof,
including all right, title and interest (and all Intellectual
Proprietary Rights therein) remain the sole and exclusive property of
Entrust and/or its third-party licensors. Within thirty (30) days after
Entrust's written notification to ZixIt of the completion of the
additional functionality, ZixIt shall pay to Entrust the
Entrust/Express (with SecureDelivery) modification fee as set out in
Schedule A.
3.2 Entrust may, at its discretion, market, sell and distribute the ZixIt
SecureDelivery Service through its normal sales and distribution
channels. The Parties may participate in joint marketing activities
intended to generate sales opportunities for the ZixIt SecureDelivery
Service. Each Party shall be responsible for its own costs related to
any joint marketing activities. ZixIt shall provide to Entrust, at no
charge, sufficient quantities of marketing literature in respect to its
ZixIt SecureDelivery Service.
4. OBLIGATIONS OF ZIXIT
4.1 ZixIt shall meet the service level commitments for the ZixIt
SecureDelivery Service as set forth in Schedule C. Failure by ZixIt to
maintain such service level commitments shall be deemed a material
breach of this Agreement and Entrust's obligations to pay Royalties
shall terminate, subject to the notice and cure provisions of Section
12.2(b).
4.2 ZixIt shall be responsible for any and all damages, costs and expenses,
incurred by Entrust and/or its Affiliates, arising from or related to
the failure or non-performance of the ZixIt SecureDelivery Service,
including but not limited to, ZixIt's breach of its service level
commitments as set forth in Schedule C.
4.3 ZixIt shall provide first line support to customers of the ZixIt
SecureDelivery Service as set forth in Schedule D.
4.4 ZixIt shall provide to Entrust (in a format specified by Entrust) (a)
on a quarterly basis, a written report demonstrating ZixIt's
performance relative to the service level commitments as set forth in
Schedule C, and (b) as requested by Entrust, a written report
describing any usage, draw-downs and any other information related to
the ZixIt SecureDelivery Service.
4.5 ZixIt shall make its software engineers available to Entrust for
consultation in regards to the ZixIt SecureDelivery Service.
5. FEES AND PAYMENT
5.1 Unless otherwise stated, all fees and Royalties exclude applicable
taxes including, but not limited to, federal, state, provincial, use,
value-added and local taxes (excluding taxes based upon a Party's net
income). Each Party shall be responsible for collecting all applicable
taxes from the other Party and for remitting such taxes to the
appropriate authority.
5.2 Within sixty (60) days after the end of each calendar quarter, each
Party shall send to the other Party a royalty report statement. Payment
of Royalties, if any, shall be made within thirty (30)
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days of the end of the corresponding calendar quarter. A Party shall
withhold any applicable withholding tax from payments made to the other
Party pursuant to this Agreement. To assist the other Party in
obtaining any tax credits for the amounts withheld, the paying Party
shall promptly provide the other Party with such evidence as may be
reasonably required by the applicable taxing authorities to establish
that such withholding tax has been paid. Unpaid payments more than
thirty (30) days overdue may be subject to an interest charge of one
percent (1%) per month or the maximum rate legally permitted, whichever
is less.
5.3 Each Party shall keep reasonable records relating to the Royalties
("Records") due to the other Party. A Party may, at its expense,
appoint an independent auditor reasonably acceptable to the other Party
and under appropriate non-disclosure conditions, to audit the Records
not more than once per year to confirm the other Party's compliance
with its Royalty obligations herein.
6. ADDITIONAL TERMS AND CONDITIONS
6.1 The rights granted under this Agreement are only as expressly set forth
herein. No other right is or shall be deemed to be granted, whether by
implication, estoppel, inference or otherwise, by or as a result of
this Agreement or any conduct of either Party under this Agreement.
7. CONFIDENTIALITY
7.1 Each Party (and its Affiliates) shall maintain in confidence all
Confidential Information, shall use such Confidential Information only
for the purpose of exercising its rights and fulfilling its obligations
under this Agreement, and shall not disclose any such Confidential
Information to any third party (excluding Affiliates) except as
expressly permitted hereunder or make any unauthorized use thereof.
Each Party (and its Affiliates) shall treat such Confidential
Information with the same degree of care against disclosure or
unauthorized use that it affords to its own information of a similar
nature, or a reasonable degree of care, whichever is greater. Each
Party (and its Affiliates) further agrees not to remove or destroy any
proprietary or confidentiality legends or markings placed upon any
documents or other materials. Each Party shall be entitled to provide
Confidential Information to subcontractors and contractors of that
Party that have agreed to confidentiality obligations at least as
protective as those contained herein.
7.2 Neither Party shall be bound by obligations restricting disclosure and
use set forth in this Agreement with respect to Confidential
Information, or any part thereof, that:
(a) was lawfully known or received by the receiving Party (and/or
Affiliates) prior to disclosure;
(b) was lawfully in the public domain prior to its disclosure, or
becomes publicly available other than through a breach of this
Agreement;
(c) was disclosed to the receiving Party (and/or Affiliates) by a
third party, provided such third party, or any other party
from whom such third party receives such information, is not
in breach of any confidentiality obligation in respect of such
information; or
(d) is independently developed by the receiving Party (and/or
Affiliates).
7.3 If the receiving Party is compelled pursuant to legal, judicial, or
administrative proceedings, or otherwise required by law, to disclose
Confidential Information of the disclosing Party (or any of its
Affiliates), the receiving Party (or, if applicable, its Affiliates)
shall use reasonable efforts to (i) seek confidential treatment for
such Confidential Information, and (ii) provide prior notice to the
disclosing Party (or, if applicable, its Affiliates) to allow the
disclosing Party (or, if applicable, its Affiliates) to seek protective
or other court orders.
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8. WARRANTIES
8.1 ZixIt represents and warrants to Entrust that (i) ZixIt has all
necessary rights, licenses, and approvals to provide and conduct the
ZixIt SecureDelivery Service contemplated herein, and (ii) the use,
marketing, sale, offering for sale, distribution, importation or
performance of the ZixIt SecureDelivery Service does not infringe any
third party's Intellectual Property Right.
8.2 EACH PARTY MAKES NO OTHER REPRESENTATIONS AND GIVES NO WARRANTIES OR
CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, OR
OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL
REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY,
NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A
PARTICULAR PURPOSE.
9. INDEMNITY
9.1 ZixIt shall defend, indemnify and hold Entrust and its Affiliates
harmless against any and all claims by third parties that arise as a
result of (i) ZixIt SecureDelivery Service's infringement (or alleged
infringement) upon, or misappropriation of, a third party's Canadian,
United States or European patent, trademark, copyright, trade secret or
other proprietary right, or, (ii) ZixIt's failure to comply with its
obligations under the Schedules attached hereto, (a "Claim"), and ZixIt
will pay any settlements and/or damages, costs, and expenses, including
without limitation court costs and reasonable expert's fees and
attorney's fees finally awarded by a court or arbitrator in any
proceeding related to such Claim, provided, however, that Entrust (i)
gives to ZixIt prompt written notice of each Claim threatened or
received by Entrust, (ii) gives ZixIt the sole right to control and
direct the investigation, defense, and settlement of such Claim, (iii)
cooperates with ZixIt, at ZixIt's expense, in the defense and
settlement of the Claim, and (iv) has not compromised or settled the
Claim.
9.2 If (i) ZixIt becomes aware of an actual or potential Claim, or (ii)
Entrust provides ZixIt with notice of an actual or potential Claim,
ZixIt may (or in the case of an injunction against Entrust, shall), at
ZixIt's sole option and expense:
(a) procure for Entrust the right to continue to use the ZixIt
SecureDelivery Service;
(b) modify or replace the ZixIt SecureDelivery Service with a
functionally equivalent or superior product or service so that
Entrust's use of the ZixIt SecureDelivery Service as
contemplated by this Agreement is non-infringing; or
(c) if (a) or (b) is not commercially reasonable, terminate this
Agreement.
9.3 ZixIt shall have no liability related to any Claim if Entrust's use of
the ZixIt SecureDelivery Service is outside the scope of the rights
granted in this Agreement or in a manner or for a purpose other than
that for which it was supplied, as contemplated in this Agreement.
9.4 THE PROVISIONS OF THIS ARTICLE 9 STATE THE SOLE AND EXCLUSIVE LIABILITY
OF ZIXIT, AND THE SOLE AND EXCLUSIVE REMEDY OF ENTRUST WITH RESPECT TO
ANY CLAIM OF THE NATURE DESCRIBED IN THIS ARTICLE 9 OR A CLAIM BY
ENTRUST UNDER SECTION 8.1(II).
10. LIMITATION OF LIABILITY
10.1 IN NO EVENT SHALL ENTRUST OR ZIXIT (INCLUDING SUCH PARTY'S AFFILIATES,
SUBCONTRACTORS, AGENTS, SUPPLIERS, DIRECTORS OR
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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 THEORY OF LIABILITY.
10.2 NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY'S
LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES
ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II)
DAMAGES ARISING FROM A PARTY'S INFRINGEMENT OF THE OTHER PARTY'S
INTELLECTUAL PROPERTY RIGHTS, OR (III) CLAIMS FOR INJURY TO INDIVIDUALS
OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE NEGLIGENCE OF SUCH PARTY
OR ITS EMPLOYEES, SUBCONTRACTORS OR AGENTS.
10.3 THE FOREGOING SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY STATED HEREIN AND EVEN IF A PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
11. INTELLECTUAL PROPERTY
11.1 Each Party and/or its licensors expressly retain all right, title, and
interest (including all Intellectual Property Rights) in the products
and services provided by such Party pursuant to this Agreement.
11.2 Neither Party shall remove any copyright, restrictive rights or other
proprietary notices that appear in or on any products or any other
materials provided by the other Party.
11.3 Unless expressly authorized by this Agreement, each Party shall not
decompile, disassemble, reverse engineer, modify, or in any other
manner attempt to determine any source code of or trade secret related
to any products and services provided by the other Party hereunder
except to the extent expressly permitted by applicable law,
notwithstanding a contractual obligation to the contrary.
12. TERM AND TERMINATION
12.1 This Agreement shall commence on the earlier of the Operational Date
(as such term is defined in II(a) of Schedule A) or June 1, 2001 (the
"Start Date"),and shall remain in effect for five (5) years from the
Start Date (the "Initial Term"). At the end of the Initial Term or at
the end of any Renewal Term, this Agreement shall automatically renew
for an additional one (1) year period (each such additional term a
"Renewal Term"), unless either Party notifies the other Party in
writing to the contrary at least sixty (60) days prior to the
expiration of the then-current term.
12.2 Without prejudice to any other rights or remedies at law, equity, or
otherwise of the Party so terminating, either Party may immediately
terminate this Agreement, and each Party's obligations to pay Royalties
shall terminate, by giving a notice to the other Party for the
following reasons:
(a) if the other Party has failed to return to full performance
after a Force Majeure Event as set forth in Section 16.4;
(b) if the other Party commits a material breach of this Agreement
and fails to remedy such material breach within thirty (30)
days after delivery of notice by the non-breaching Party
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of the occurrence or existence of such breach or such longer
period as may be agreed to in writing by the non-breaching
Party; or
(c) if the other Party applies for or consents to the appointment
of a receiver, trustee, or liquidator for substantially all of
its assets or such a receiver, trustee, or liquidator is
appointed; or such Party has filed against it an involuntary
petition of bankruptcy that has not been dismissed within
thirty (30) days thereof, or files a voluntary petition of
bankruptcy, or a petition or answer seeking reorganization, or
an arrangement with creditors, or seeks to take advantage of
any other law relating to relief of debtors, or makes an
assignment for the benefit of creditors.
12.3 Entrust may, in its sole discretion, terminate this Agreement at any
time upon written notice to ZixIt, and Entrust's obligations to pay
Royalties shall terminate, if:
(a) the Parties are unable to agree on the modifications made to
the Entrust/Express (with SecureDelivery) product pursuant to
Schedule B;
(b) Entrust and/or its Affiliates cannot market, sell or
distribute the ZixIt SecureDelivery Service due to ZixIt's
failure to comply with its obligations under this Agreement
and/or the Schedules attached hereto;
(c) ZixIt materially changes the functionality of the ZixIt
SecureDelivery Service as set forth in Schedule E in a manner
unacceptable to Entrust; or
(d) ZixIt undergoes a Change of Control to a competitor of Entrust
(whether as a result of an equity transaction, asset purchase,
or any other form of merger or acquisition). The determination
as to whether an entity is a competitor of Entrust shall be at
Entrust's sole discretion. The term "Change of Control" means
if ZixIt engages in a merger, consolidation or sale, lease,
license, transfer, or other effective disposition of all or
substantially all of its assets and ZixIt or its shareholders
or affiliates immediately before such transaction beneficially
own, immediately after or as a result of such transaction,
equity securities of the surviving or acquiring corporation or
such corporation's parent corporation possessing less than
fifty one percent (51%) of the voting power of the surviving
or acquiring person or such person's parent corporation,
provided that a Change of Control shall not be deemed to occur
upon any public offering or series of such offerings of
securities of ZixIt that results in any such change in
beneficial ownership.
12.4 Upon termination or expiration of this Agreement (and any wind-down
period in accordance with Article 15), each Party at its own expense
shall, upon request by the other Party, promptly destroy or return to
such other Party all tangible material embodying any Confidential
Information of such other Party that has been provided hereunder,
together with all copies or other tangible embodiments made thereof by
or for such Party. Each Party's obligations pursuant to Article 7 with
respect to Confidential Information received from the other Party
pursuant hereto shall remain in effect for five (5) years after the
termination or expiration of this Agreement.
12.5 Articles 1, 4.2, 6.1, 7, 8, 9, 10, 11, 12, 15 and 16 of this Agreement
shall survive the termination or expiration of this Agreement. Any
payment obligations, and any provision plainly indicating it should
survive, shall survive the termination or expiration of this Agreement.
13. INSURANCE
13.1 ZixIt shall maintain, at its own expense, sufficient insurance to meet
its obligations under this Agreement. ZixIt shall, upon request,
furnish evidence of such insurance to Entrust.
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14. ESCROW
Not applicable.
15. WIND-DOWN
15.1 After expiration or termination of this Agreement, Entrust may continue
to make available to its existing customers in effect at the time of
expiration or termination, and in accordance with the appropriate terms
and conditions of this Agreement as if they were still in effect, the
ZixIt SecureDelivery Service until such time as Entrust's agreements
with its existing customers terminate or expire. ZixIt shall provide
any transition assistance as may be reasonably requested by Entrust.
16. GENERAL
16.1 If any notice or other communication is required or permitted to be
given hereunder, such notice or communication shall be in writing and
(a) personally delivered, (b) sent by international air courier service
with confirmation of delivery requested, or (c) transmitted by fax with
transmittal confirmation as follows:
If to ZixIt: ZixIt Corporation
2711 N. Haskell Avenue, Suite 2850, LB 36
Dallas, Texas, U.S.A. 75204-2911
Attention: Legal Department, Fax: (214) 515-7385
If to Entrust: Entrust Technologies
750 Heron Road
Ottawa, Ontario K1V 1A7
Attention: Legal Department
All such notices or other communications shall be deemed to have been
given and received (a) upon receipt if personally delivered, (b) when
delivery is confirmed if sent by international air courier service, or
(c) the following business day if by fax.
16.2 The ZixIt SecureDelivery Service and related information may be subject
to export and import restrictions. Each Party shall comply with any
such export or import laws (including, without limitation, United
States and Canadian export laws).
16.3 The obligations of each Party under this Agreement shall be in every
case several and shall not be, or be construed to be, either joint or
joint and several. Nothing contained in this Agreement shall be deemed
to constitute either Party or any of its Affiliates the partner, agent,
franchisee, or legal representative of the other Party or to create any
fiduciary relationship for any purpose whatsoever. Except as otherwise
specifically provided in this Agreement, nothing in this Agreement
shall confer on either Party or any of its Affiliates any authority to
act for, bind, or create or assume any obligation or responsibility on
behalf of the other Party.
16.4 Other than as set forth in this Section 16.4, neither Party shall be
responsible for its failure to perform to the extent caused by a Force
Majeure Event (as defined below), provided that such Party gives the
other Party prompt written notice of the failure to perform and the
reason therefor and uses reasonable efforts to limit the delay
resulting from such nonperformance.
Upon the occurrence of a Force Majeure Event, the affected Party shall
use its best efforts to ameliorate the effects thereof, and to return
to full performance under this Agreement within thirty
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(30) calendar days thereof. If the Party is unable to return to full
performance, the other Party may immediately terminate this Agreement
pursuant to Section 12.2(a).
A "Force Majeure Event" means unforeseen circumstances or causes
occurring beyond the control of a Party whose commercially reasonable
performance is delayed thereby. A Force Majeure Event may include,
without limitation, acts of God, wars, riots, embargoes, acts of civil
or military authorities, fires, floods, accidents, or strikes.
16.5 In the event that any provision of this Agreement is found to be
invalid, void or unenforceable, the Parties agree that unless such
provision materially affects the intent and purpose of this Agreement,
such invalidity, voidability or unenforceability shall not affect the
validity of this Agreement nor the remaining provisions herein.
16.6 This Agreement may be amended by the written consent of each Party at
the time of such amendment. Any provision of this Agreement may be
waived in writing by the Party benefiting from such provision. No such
waiver shall operate as a waiver of, or estoppel with respect to, any
other action. No failure to exercise, and no delay in exercising, any
right, remedy, or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, or power
hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, or power provided herein or by law
or at equity. The waiver of the time for performance of any act or
condition hereunder does not constitute a waiver of the act or
condition itself.
16.7 Neither Party shall (and neither Party has any right to) assign, sell,
transfer, or otherwise dispose of, whether voluntarily, involuntarily,
by operation of law, or otherwise, this Agreement or any right or
obligation under this Agreement without the prior written consent of
the other Party, which shall not be unreasonably withheld. Any
purported assignment, sale, transfer, delegation or other disposition
in violation of this Section 16.7 shall be null and void.
Notwithstanding the foregoing, either Party may, without the consent of
the other Party, assign this Agreement together with all of its rights
and obligations under this Agreement (i) to a parent corporation of
Entrust or ZixIt, as the case may be, or to a wholly-owned or more than
majority-owned affiliate of a parent corporation of Entrust or ZixIt,
as the case may be, or (ii) as part of a sale, merger, or other
transfer of all or substantially all the shares or assets of the
business to which this Agreement relates; provided, however, that ZixIt
shall not make any such assignment to a competitor of Entrust as
provided in Section 12.3(d). Subject to the foregoing limits on
assignment and delegation, this Agreement shall be binding upon and
shall inure to the benefit of the Parties and their permitted assigns.
Either Party may use one or more Affiliates to perform its obligations
under this Agreement, provided that such use will not affect such
Party's obligations hereunder.
16.8 Each Party acknowledges that breach of this Agreement (or any provision
thereof) may cause irreparable harm to the non-breaching Party.
Therefore, in the event of a threatened or actual breach of this
Agreement, the non-breaching Party, in addition to any other rights or
remedies available to it at law or in equity, shall be entitled to seek
injunctions enjoining and restraining such threatened or actual breach.
16.9 Upon execution of this Agreement, the Parties shall reasonably
collaborate in an effort to issue a press release to announce their
relationship. Such press release may not be issued without the prior
consent of each Party. Notwithstanding the foregoing, neither Party
shall publish any other press announcement related to this Agreement or
disclose the terms and conditions of this Agreement to any customer or
any third party (excluding Affiliates) without prior written consent of
the other Party.
16.10 This Agreement shall be governed by the laws of the State of Texas,
U.S.A., without regard to its conflict of law principles. The
jurisdiction for any legal action shall be exclusively a state or
federal court in Dallas County, Texas, U.S.A. The application of the
United Nations Convention
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on Contracts for the International Sale of Goods to this Agreement is
expressly excluded. The Parties waive any right to a jury trial with
respect to any action brought in connection with this Agreement.
16.11 This Agreement, together with the schedules hereto, which are hereby
incorporated herein by reference, constitute the entire agreement
between the Parties pertaining to the subject matter hereof and
supersede all previous communications, agreements, and understandings
between the Parties relating to the subject matter hereof. Neither
Party has entered into this Agreement in reliance upon any
representation, warranty, condition or undertaking of the other Party
that is not set out or referred to in this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.
ENTRUST TECHNOLOGIES INC. ZIXIT CORPORATION
By: /s/ RICHARD D. SPURR By: /s/ RONALD A. WOESSNER
------------------------------------- -----------------------------
Name: Richard D. Spurr Name: Ronald A. Woessner
Title: Exec. V.P. Global Sales & Service Title: S.V.P.
Date: 11/6/00 Date: 11/6/00
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