VENDOR CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT, dated , between CETRA, Inc., a Pennsylvania corporation (CETRA), and , an independent contractor (Vendor). CETRA has retained Vendor to perform translator/interpreter services (the Services) pursuant to which CETRA will provide Vendor with information pertaining to CETRA, its affiliates and/or its clients. The parties to this Agreement, intending to be legally bound hereby, desire to establish terms governing the confidentiality of such information that CETRA may disclose to Vendor, or Vendor may otherwise receive, in the course of Vendor performing the Services, as follows: 1. For purposes of this Agreement, Confidential Information shall mean any information about CETRA, its affiliates and/or its clients provided directly or indirectly to Vendor in connection with the Services performed by Vendor, regardless of form, how the information was transmitted and whether the information is marked or otherwise designated as Confidential or Proprietary, including, without limitation, any information which CETRA obtains from another party, whether or not owned or developed by CETRA, any information relating to any current, former or future business relationship that CETRA, or any of its affiliates or its clients, has, has had or may have with any current, former of future client and any of the following business and/or technical information of or about CETRA, its affiliates and/or its clients: business practices; product philosophy; position relative to competitors; results of any projects; technical, financial and business plans and models; names of customers; distributors or partners; reports; software programs; data or any other confidential or proprietary information relating to development; techniques; models; data; documentation; consulting methods and techniques; research; development; processes; procedures; know-how; marketing techniques and materials; marketing and development plans; and other information related to customers, price lists, pricing policies and financial information. The purpose and terms of this Agreement are deemed to be Confidential Information. 2. Vendor will hold and treat all Confidential Information in strictest confidence and will not use or disclose Confidential Information for any purpose except as necessary to perform the Services; provided, that any such disclosure of the Confidential Information shall be restricted to those individuals performing the Services on behalf of Vendor on a need to know basis and who are advised of this Agreement and agree to be bound by its terms. Vendor shall be liable for any breach of this Agreement by any such individuals. Upon request, Vendor shall furnish the names of all individuals in receipt of Confidential Information. 3. Vendor shall not make any reproductions, disclosure or use of the Confidential Information for its own benefit or to the detriment of CETRA, its affiliates and/or its clients, except as follows: (a) Vendor may use such Confidential Information furnished by CETRA only in furtherance of the purpose for which disclosure was made by CETRA; and (b) Vendor may use such Confidential Information in
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accordance with any written authorization received from CETRA. 4. The limitations on reproduction, disclosure or use of the Confidential Information shall not apply, and Vendor shall not be liable for reproduction, disclosure or use of Confidential Information, if Vendor is required by law to make such disclosure, provided that a reasonable opportunity is first provided to CETRA to contest such disclosure. 5. Because of the unique nature of the Confidential Information, Vendor understands and agrees that CETRA, its affiliates and/or its clients may suffer irreparable harm in the event that Vendor fails to comply with any of its obligations hereunder and that monetary damages may be inadequate to compensate CETRA for such breach. Accordingly, Vendor agrees that CETRA, in addition to any other remedies available to it at law or in equity for actual damages, shall be entitled to seek injunctive relief to enforce the terms of this Agreement. 6. The obligations under this Agreement shall continue for so long as CETRA treats the Confidential Information disclosed to Vendor hereunder as confidential. Upon request, Vendor agrees to promptly return to CETRA all originals and copies of any of the Confidential Information that Vendor may have obtained from CETRA or otherwise in connection with the Services performed by Vendor. 7. CETRA shall not have any liability or responsibility for errors or omissions in, or any business decisions made by Vendor in reliance on any Confidential Information disclosed under this Agreement. 8. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. This Agreement contains the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement shall not be assignable by Vendor. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereunto set their respective hands and seals, on the dates hereinafter set forth below. VENDOR Signature: Print Name: Title: Date:

CETRA, INC. Signature: Print Name: Terry Adams Title: Vendor Manager Date: