MARKETING AND DISTRIBUTION AGREEMENT
AS OF THE 6TH DAY OF NOVEMBER, 2000 (THE "EFFECTIVE DATE"), THE PARTIES
AGREE AS FOLLOWS:
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