Course Technology
                                                                                                                                     25 Thomson Place
                                                                                                                                    Boston, Massachusetts 02210
                                                                                                                                    Tel: 617-757-7900/ Fax: 617-757-7951

COURSE TECHNOLOGY
CONFIDENTIAL DISCLOSURE AGREEMENT

Course Technology (“CT”) wishes to disclose the confidential information described below (“Confidential Information”) to you in connection with negotiations concerning a possible business relationship between CT and you.  In order to assure that the confidentiality of the Confidential Information is maintained, and as a condition to its disclosure, CT requests that you agree to the terms of this agreement.

The Confidential Information consists of information supplied by CT to you in printed or electronic form, but does not include information which (1) is already publicly known, (2) is lawfully received by you with restriction as to confidentiality from a third party not bound in a confidential relationship to CT, (3) is published or otherwise made known to the public without restriction as to confidentiality by CT, or (4) was generated independently by you before your receipt of such information from CT.

You agree that you will (1) hold the Confidential Information in the strictest confidence, (2) not disclose the Confidential Information to any other person without prior written consent of CT other than to employees of your company, or use it other than in determining whether to enter into a business arrangement with CT, (3) not copy, duplicate or reproduce any Confidential Information, (4) take all reasonable measures to protect the secrecy of any Confidential Information, (5) return to CT immediately upon the request of CT, and in any event upon completion or termination of negotiations with CT, the original and all copies (whether or not permitted hereunder) of the Confidential Information received or made by you or under your direction.  If CT authorizes you to disclose any Confidential Information to another person, including but not limited to any employee or agent of yours, you agree to obtain written agreement of such person to be bound by the terms of this agreement.

You agree that a breach of the foregoing obligations by you could cause irreparable damage to CT and that in the event of a breach by you CT shall have, in addition to any and all claims for monetary damages, the right to a temporary restraining order, preliminary injunction, order of specific performance and other equitable relief to prevent the continued violation of such obligations.

This agreement may be amended and the terms hereof may be waived only with written consent of both parties hereto.  This agreement, including the validity hereof and the rights and obligations of the parties hereunder, shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.  If any provision of this agreement shall be found to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect any other provision hereof.  If any one or more of the provisions contained in this agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed to be enforceable to the maximum extent compatible with applicable law.

To indicate your acceptance of and agreement with the terms of this agreement, please sign below and return this agreement to CT.

Accepted and agreed:
By:		Title:		
Company:		Date: