4. NON-DISCLOSUREConsultant acknowledges that consultancy for the Company requires it and Dr.Morganroth to have access to confidential information and material belonging to theCompany, including customer lists, contracts, proposals, operating procedures andtrade secrets. Upon termination of the consulting relationship for any reason,Consultant agrees to return to the Company any such confidential information andmaterial in its or Dr. Morganroth’s possession with no copies thereof retained.Consultant further agrees, whether during the term of this agreement with theCompany or any time after the termination thereof (regardless of the reason for suchtermination), that neither it nor Dr. Morganroth will disclose or use, in anymanner, any confidential or other material relating to the business, operations orprospects of the Company except as authorized in writing by the Company.5. INVENTIONS a) Consultant agrees to, and cause Dr. Morganroth to, promptly disclose to theCompany each discovery, improvement or invention conceived, made or reduced to practiceduring the term of this Agreement. Consultant further agrees to, and cause Dr.Morganroth to, grant to the Company the entire interest in all of such discoveries,improvements and inventions and to sign all patent/copyright applications or otherdocuments needed to implement the provisions of this paragraph without additionalconsideration. Consultant further agrees that all works of authorship subject tostatutory copyright protection developed jointly or solely, during the term of thisAgreement shall be considered property of the Company and any copyright thereon shallbelong to the Company. Any invention, discovery or improvement conceived, made ordisclosed, during theone year period following the termination of this Agreement shall be deemed to havebeen made, conceived or discovered during the term hereof. b) If publication of data generated from studies conducted under the auspices ofthe Company is anticipated, Consultant agrees to obtain permission from the Company forsuch publication.6. NO SOLICITATIONDuring the continuance of this Agreement and for a period of one year thereafter(regardless of the reason for termination), Consultant agrees that it will not, andwill not permit Dr. Morganroth to, directly or indirectly, in any way for its or hisown account, as employee, stockholder, partner or otherwise, or for the account ofany other person, corporation or other entity, inappropriately or unethicallysolicit clients, Company employees or independent contractors that would interferewith the business of the Company.7. NO CURRENT CONFLICTConsultant hereby assures the Company that neither it nor Dr. Morganroth iscurrently restricted by any existing employment or non-compete agreement that wouldconflict with the terms of this Agreement.8. TERM OF AGREEMENTThe term of this Agreement will be effective as of March 1, 2010 and will continuefrom year to year unless terminated.
 
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9. TERMINATION a) The Company may terminate consulting services at any time without the need toshow cause upon 90 days written notice to Consultant. b) The Company may terminate consulting services without notice for failure tomeet obligations under this Agreement. The following, as determined by the Company inits reasonable judgment, shall constitute failure to meet these obligations (1) Consultant’s failure to perform services or meet goals definedunder the scope of the project. (2) Any misconduct which is injurious to the business or interestsof the Company. (3) Violation of any federal, state or local law applicable to thebusiness of the Company. (4) Any material breach of this Agreement. c) The Consultant will be notified of any alleged breach in writing and be allowed60 days to cure any deficiency. Upon any termination pursuant to subparagraph (a) or(b) above, the Consultant shall be entitled to no further fees or payments hereunder,except those which shall have accrued to the date of termination.10. MISCELLANEOUS a) This Agreement and any disputes arising hereunder shall be governed byPennsylvania law. b) In the event that any provision of this Agreement is held to be invalid orunenforceable for any reason, including without limitation the geographic or businessscope or duration thereof, this Agreement shall be construed as if such provision hadbeen more narrowly drawn so as not to be invalid or unenforceable. c) This Agreement supersedes all prior agreements, arrangements andunderstandings, written or oral, relating to the subject matter with the Company or itsaffiliates.
 
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 d) The failure of either party at any time or times to require performance of anyprovision hereof shall in no way affect the right at a later time to enforce the same.         Joel Morganroth, M.D., P.C. eResearchTechnology, Inc.           By: /s/ Joel Morganroth, MD Joel Morganroth, President By:  /s/ Michael McKelvey Name: Michael McKelvey        Title: CEO           Date: March 17, 2010 Date: March 17, 2010  
 
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