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Marketing and Distribution Agreement - Entrust Technologies Inc. and ZixIt Corp.

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                      MARKETING AND DISTRIBUTION AGREEMENT

<TABLE>
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MADE BETWEEN:                            AND:
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<S>                                      <C>
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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<PAGE>   3

         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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<PAGE>   4


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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