THIS PATENT LICENSE AGREEMENT (the "Agreement") MADE BETWEEN ENTRUST TECHNOLOGIES INC., (called "ETI")
whose address is: 2323 North Central Expressway, Richardson, Texas, USA, 75080.

AND

______________________________________________________________ (called "Licensee")

whose address is: ___________________________________________________________

WHEREAS

(1) ETI owns all right, title and interest in and to the Patent Rights (as defined below);

(2) Licensee desires to gain rights under the Patent Rights and to commercialize products and services covered by the Patent Rights in the Field of Use (as defined below); and

(3) ETI is willing to grant and Licensee accepts a licence under the Patent Rights in accordance with the terms and conditions set forth in this Agreement.

IN CONSIDERATION of the preceding recitals and of the following terms, conditions, and promises, the Parties agree as follows:

  1. DEFINITIONS IN THIS AGREEMENT
    1. "Patent Rights" means the following patent, and any continuations, divisions, re-issues, re-examinations and extensions thereof:
    2. Title

      US Patent #

      Issue Date

      Method for Efficient Management of Certificate Revocation Lists (CRLs) and Update Information

      5,699,431

      16 December, 1997

    3. "Licensed Process" means any process covered by a claim of the Patent Rights or a claim of any other patent rights licensed under this Agreement. A Licensed Process also includes the provision of any service using a Licensed Product.
    4. "Licensed Product" means any article, kit, equipment, system, unit, product or component part covered by a claim of the Patent Rights or a claim of any other patent rights licensed under this Agreement.
    5. "Field of Use" means certificate update and revocation methods as specified by the X.509 version 3 standard.
    6. "Affiliate" is a corporation of which more than 20% of the voting shares are owned by a Party, or which owns more than 20% of the voting shares of a Party, or of which more than 50% of the voting shares are owned by another Affiliate or if it owns more than 50% of another Affiliate.

  2. GRANT OF LICENCE
    1. Grant: ETI grants Licensee a world-wide, non-exclusive, royalty-free licence under the Patent Rights and under all patent claims owned or acquired by ETI, within the Field of Use, and having an effective filing date before January 1, 2000, to make, use, sell, offer for sale and import Licensed Products and to practice Licensed Processes in the Field of Use, subject to the following and to the terms and conditions outlined in this Agreement:
      1. This Agreement does not grant any rights to Patent Rights or any other patent rights except as specifically granted. A license to permit any other use of Patent Rights or any other patent rights must be negotiated separately. Licensee is not licensed to have Licensed Products made or sold by or to have Licensed Processes practiced by agents of Licensee. The license granted in this Agreement is limited to the Field of Use, and the Parties agree that practice outside the Field of Use may be unlicensed, but is not a breach of the Agreement.

    2. Sub-licensing: Licensee may grant sub-license rights only as follows:
      1. If a sub-licence is required for use of the Licensed Product or Process acquired by an end-user from Licensee, then Licensee may grant the end user a sub-license restricted to use of Licensed Product or Process only. Such a sub-license to an end-user shall continue for the life of the Licensed Product or Process or the life of the Patent Rights or any other patent rights which are licensed hereunder, whichever is shorter. The end-user sub-license will continue despite early termination of this Agreement.
      2. Licensee may grant a sub-license to an Affiliate of Licensee provided that Licensee promptly gives written details to ETI of the name and address of the Affiliate granted a sub-license. A sub-license granted to an Affiliate will terminate on termination of this Agreement or whenever the sub-licensee ceases to be an Affiliate.

    3. Reciprocal Grant by Licensee: Licensee grants ETI a world-wide, non-exclusive, royalty-free licence under all patent claims owned or acquired by Licensee, within the Field of Use, and having an effective filing date before January 1, 2000, to make, use, sell, offer for sale and import Licensed Products and to practice Licensed Processes in the Field of Use, subject to the following and to the terms and conditions outlined in this Agreement:
      1. This Agreement does not grant any rights to any patent rights except as specifically granted. A license to permit any other use of any patent rights other than as explicitly granted in this Agreement must be negotiated separately. ETI is not licensed to have Licensed Products made or sold by or to have Licensed Processes practiced by agents of ETI. The license granted in this Agreement is limited to the Field of Use, and the Parties agree that practice outside the Field of Use may be unlicensed, but is not a breach of the Agreement.

    4. Sub-licensing: ETI may grant sub-license rights only as follows:
      1. If a sub-licence is required for use of the Licensed Product or Process acquired by an end-user from ETI, then ETI may grant the end user a sub-license restricted to use of Licensed Product or Process only. Such a sub-license to an end-user shall continue for the life of the Licensed Product or Process or the life of the Patent Rights or any other patent rights which are licensed hereunder, whichever is shorter. The end-user sub-license will continue despite early termination of this Agreement.
      2. ETI may grant a sub-license to an Affiliate of ETI provided that ETI promptly gives written details to Licensee of the name and address of the Affiliate granted a sub-license. A sub-license granted to an Affiliate will terminate on termination of this Agreement or whenever the sub-licensee ceases to be an Affiliate. Licensee agrees that Entrust Technologies Limited will be licensed hereunder as an Affiliate of ETI.

  3. CONSIDERATION AND REPORTING
    1. Licence Fees, Royalties and Taxes: This license is being granted on a royalty-free basis. The only consideration to ETI for the license granted herein are the rights granted to ETI under Sections 2.3 and 2.4.

  4. MARKING OF PATENT RIGHTS
    1. Patent Marking: The Parties will mark all Licensed Products covered by any patent rights licensed pursuant to this Agreement consistent with their current patent marking practices for their own products. Where marking is to be performed but the Licensed Product cannot be marked, the patent number shall be placed on associated tags, labels or packaging as appropriate. The Parties will impose the patent marking obligations of this paragraph on all sub-licensees.

  5. TECHNICAL ASSISTANCE
    1. Effort, Costs and Payment: ETI will not provide technical assistance to Licensee or sub-Licensees relating to the use of Patent Rights.

  6. PUBLICITY
    1. Announcements: Licensee shall not make any public announcement regarding this Agreement or the terms thereof without the prior approval of ETI.
    2. Use of ETI?s Name: Licensee may not use ETI?s name, any abbreviations, words, or images that apparently refer to ETI, or any trade name, trademark, or service mark owned by ETI without the prior written consent of ETI. ETI will undertake, if requested in writing by Licensee, to approve in advance any proposed use of its name. In the event Licensee inadvertently uses ETI?s name or other marks without prior approval from ETI, Licensee shall promptly notify ETI and shall use its best efforts to withdraw from circulation any written material containing such an unapproved use.

  7. REPRESENTATIONS AND WARRANTIES
    1. Representation of Ownership: ETI represents that it owns all rights to the Patent Rights that are necessary for granting a licence pursuant to this Agreement.
    2. Non-Warranty of Validity: ETI does not warrant the validity of the Patent Rights and makes no representation as to their scope. ETI disclaims any warranty of non-infringement of the rights of others under any present or future patent. Licensee does not warrant the validity of the patent rights licensed by it pursuant to this Agreement and makes no representation as to their scope. Licensee disclaims any warranty of non-infringement of the rights of others under any present or future patent.

  8. INFRINGEMENT
    1. Decision to Assert: ETI reserves the right in its sole discretion to decide what actions to take in the event that either Licensee or ETI identifies an infringement of the Patent Rights licensed under this Agreement. ETI will be under no obligation to assert the Patent Rights against any alleged infringer.

  9. LIABILITY AND INDEMNIFICATION
    1. No Liability: ETI shall not be responsible for losses due to Licensee actions and accepts no liability for indirect or consequential damages whatsoever.

  10. DURATION AND TERMINATION
    1. Effective Date and Duration: This Agreement shall become effective upon receipt by ETI of a signed copy of this Agreement. The rights and obligations of this Agreement shall remain in effect until expiration of the last patent licensed under this Agreement, or termination by notice in accordance with the provisions of this Agreement.
    2. Termination by ETI: This Agreement, at the option of ETI, may be terminated forthwith by ETI if Licensee defaults or breaches any provision of this Agreement.
    3. Reparations for Default or Breach: If, upon receipt of ETI?s notice of termination of this Agreement, Licensee cures the default or breach within thirty (30) days after notice is given, this Agreement shall continue in full force and effect.

  11. GENERAL TERMS AND CONDITIONS
    1. Prior Agreement: This Agreement supersedes all prior communications, negotiations and agreements, written or oral, concerning the same subject matter.
    2. Entire Agreement: This Agreement represents the entire Agreement between the Parties as of the effective date hereof and may only be subsequently altered or modified by an instrument in writing, signed by the Parties, which expressly states the intention of affecting this Agreement.
    3. Waiver: A failure by any of the Parties to assert rights arising from any breach or default of this Agreement shall not be regarded as a waiver of rights. No waiver or toleration implies any continuing or future waiver of rights.
    4. Assignment: This Agreement and everything herein contained shall inure to the benefit of and be binding upon the successors and permitted assignees of the Parties hereto, but shall not be assigned, sub-licensed, transferred, conveyed, or encumbered by Licensee or ETI except to the extent otherwise herein expressly provided. ETI may assign this Agreement, without the prior consent of Licensee, to any successor to the business of ETI or to an acquirer of all or substantially all of the assets of ETI.
    5. Addresses: Any notice contemplated by this Agreement, unless a different address is subsequently notified by one party to the other in writing, must be sent to the address stated at the beginning of this Agreement where the Parties are identified, either;
      1. by registered mail and then it is deemed to be an effective notice five days after it is sent, or
      2. by courier or facsimile, and then it is an effective notice only when acknowledged by an official receipt or a return facsimile transmission.

    6. Choice of Law: This Agreement shall be interpreted according to the laws of the State of New York.

Signed by Licensee at the City of ___________________________ this _______________________ of 199____.

 

____________________________________________________By:____________________________________________
 
 Title:____________________________________________

 

 

Signed by ETI at the City of Richardson, in the State of Texas this_______________________ of 199____.

 

ENTRUST TECHNOLOGIES INCORPORATEDBy:____________________________________________
 
 Title:____________________________________________