Center for Rehabilitation Technology, Inc. (CRT, Inc.), 490 Tenth Street, Atlanta, GA 30318

D -- COMPUTER DESIGN, PROGRAMMING TO SUPPORT ADULT EDUCATION SOL 99003 DUE 073099 POC Pat Gillen 404-876-8580 Center for Rehabilitation Technology Inc., a 501(c)(3) non-profit organized in 1982, is soliciting proposals on a full and open competitive basis from qualified organizations to award a contract for computer system design and programming services in developing a web-interactive delivery system for adult literacy, basic academics, job skills and work socialization training. This project is funded by federal, State of Georgia, and private foundation monies. If you wish to examine the RFP, complete the Confidentiality Agreement below and return it by fax to Pat Gillen 404-875-9409. Alternately you may mail it to: CRT, Inc., Att.: RFP99003, Suite 120, 490 Tenth Street, Atlanta, Georgia 30318. Specify if you wish the RFP delivered by fax or email, and include appropriate instructions. Confidentiality Agreement (RFP99003): The undersigned company ("Recipient") desires to receive and evaluate and/or respond to a Request for Proposal ("Authorized Purposes") from the Center for Rehabilitation Technology, Inc. ("Owner"). Recipient acknowledges that the information contained in the Request for Proposal, including, without limitation, information concerning Owner's products, prospects, ideas, concepts, software, research, operations and other information (collectively, the "Information") is confidential and proprietary to Owner. In exchange for having the opportunity to review and bid on the Request for Proposal and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Recipient agrees to comply with the following: 1. Recipient agrees to use reasonable efforts to keep Information confidential and to prevent disclosure of same, in whole or in part, to any persons or entities other than Recipient's employees and consultants who need to know such Information for the Authorized Purposes. Recipient shall not, either directly or indirectly, or by means of any corporate or other device, use Information other than for the Authorized Purposes, or permit others to use Information, without the prior written consent of Owner. 2. Recipient's obligations hereunder shall apply to Information for a period of three (3) years from the date of disclosure to Recipient; provided, however, that for any Information constituting a "trade secret" as defined in the Georgia Trade Secrets Act (as now in force or hereafter amended), such obligations shall continue to apply to such Information for so long beyond such period as such Information remains a trade secret as so defined. 3. Notwithstanding anything to the contrary herein, Recipient shall have no obligation (pursuant to this Agreement or otherwise) with respect to any Information which: (i) is already known to Recipient without any confidentiality undertaking (as evidenced by supporting documentation); (ii) is or becomes publicly known through no fault of Recipient; (iii) is independently developed by Recipient (as evidenced by supporting documentation); (iv) is approved for release in writing by Owner; (v) is required to be disclosed by law or pursuant to the request of a court or governmental agency; provided, however that Recipient shall provide Owner with at least ten (10) days' advance written notice of such legal requirement prior to disclosure and assist Owner as requested in obtaining a protective order or other similar relief for such Information; or (vi) is rightfully received from a third party having no secrecy or confidentiality obligation to Owner (as evidenced by supporting documentation). 4. Subject to Section 3, all information and data provided by Owner to Recipient pursuant to this Agreement (whether before or after the Effective Date) shall be deemed to be Information unless otherwise specifically agreed in writing on a case-by-case basis. The fact that the Proposed Transaction is being considered by the parties and the content of any negotiations in connection therewith shall also be deemed to be Information. 5. All documents and other tangible materials embodying Information (including, without limitation, reports and other work product prepared by Recipient based wholly or partly thereon), irrespective of media, shall be promptly returned to Owner or destroyed by Recipient upon ten (10) days' notice by Owner. Recipient's obligations hereunder shall survive any delivery or destruction pursuant to this Section. 6. Recipient acknowledges that, if its obligations hereunder are breached, Owner will suffer irreparable harm and that monetary damages alone will be an insufficient remedy. Recipient therefore: i) consents to the entry of an injunction by a court of competent jurisdiction and/or other similar remedy to enjoin any such actual or threatened conduct, and (ii) agrees, to the extent any such relief is granted, to reimburse Owner for its attorneys' fees and other costs incurred in obtaining such relief. Recipient further agrees that in the event of any suit or proceeding in which the enforceability of this Agreement is in question, the time periods for the restrictions contained herein shall be tolled during such suit or proceeding and, assuming the Agreement is found to be enforceable, such periods shall resume immediately after such finding of enforceability. IN WITNESS WHEREOF, Company Name: ___________________ (Recipient) Date:______________________ Authorized Signature:____________ Typed Name: ___________________ Title: ____________________ Phone: ____________________ Fax: ______________________ E-mail: ___________________ Address: _______________________ _______________________ _______________________ Posted 06/28/99 (W-SN347711). (0179)

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