C ONFIDEN TIALITY AG REEMENT This Agreem ent ("Agreem ent") is m ad e as of this_ __ ___ ___ __ __ , by and betw een ___

___ __ ___ __ . ( Company) a Lim ited Liability company w ith a principal place of business located at _ ___ ___ ___ __ and ___ ___ ___ ___ ___ ___ ___ _ (C onsultant) w ith a principal place of business located at ___ ___ ___ ___ ___ ___ ___ . WHEREAS, Company and Consultant w ish to share c ertain inform ation w hich they eac h possess (t he Confid ential I nform ation, as d efined in paragraph 2 below ) for the sole purpose of exploring a potential comm ercial transac tion re lati ng to a C onsulta ncy Agreement betw een the parti es (t he Purpose) upon the terms and cond itions of this Agreement. NOW, THEREFORE, for and in consid eration of the mutual prom ises and covenants contained herein, the parties agree as follow s: 1. The term "D isclosing Party" m eans t he party d isclosing C onfid ential Information to the other party. The term "Receivi ng Party" sha ll mean the party re ceivi ng C onfid ential I nformation from the Disclosing Party. The term "C onfid ential I nformation" means all inform ation, specifica tions , formulations, processes and d ata, technology, samples, m od els and other physical t hings , w hether of a technical, e ngineeri ng, m arketing, staffing, customer, operational, financ ial or econom ic nature, supplied to or received from either party, or obtained by either party from the other in w riting, orally, by observation or in any other form , and further includ es al l compilations, stud ies or d ocum ents prepared by either party in connect ion therew ith. C ompany and C onsultant s hal l from time to time d uring the period of this Agreement, exchange C onfid ential Information in such m anner as t hey may subsequent ly agree. This Agreem ent sha ll not apply to such portions of the information or d ata exchanged by the parties w hich (i) is or becomes generally available to the public other than as a result of a d isclosure by the Receiving Party, its agent s, representat ives or employees in breach of the term s hereof; (ii ) becomes available to the R eceivi ng Party on a non-confid entia l basis from a source (other tha n t he D isclosi ng Party, its agents, represe ntative s or employees) w hich is authorized to d isclose it to the Receivi ng Party and w ho d id not acquire it as a result of any breach of thi s Agreement; (i ii) i s alread y k now n to the Receiv ing Part y at t he t ime of d isclosure; or (iv) information ind epend ently generated by the Receiving Party w ithout using and not as a consequence of Confid ential Inform ation received from the Disclosing Party. The Rece iving Party may d isclose any C onfid ential Information to a legal, governm ent or regulatory authority if required to d o so, provid ed that it promptly notifies the Disc losing Party w hen thi s obligation arise s, to allow all necessary steps to be taken (i ncl ud ing request ing an appropriate protective ord er) to protect the C onfid ential Information. (a) The C onfid ential Information w ill at al l t imes rem ain t he sole and exclus ive property of the D isclosing Party; w ill be kept confid ential by the Receiving Party; and w ill be used by the Receiv ing Party, and its agents, representatives a nd em ployees solely for the Purpose. The C onfid ential Information s hall not be used by t he R eceivi ng Party i n any manner tha t is ad verse or d etrim ental to, or competitive w ith, the Disc losi ng Party and shal l not, w ithout t he prior w ritten consent of the D isc losing Party, be d isclosed to any third party in any manner w hatsoever, in w hole or in part, and shall not be ad opted by the Receiving Party for its ow n benefit (i ncl ud ing, w ithout lim ita tion, the m anufact ure, m arketing, sa le or lic ens ing of any process or prod uct or any other commercial purpose anyw here in the w orld ) or for the benefit of third parties except as permitted by the terms of this Agreement. M oreover, the Receivi ng Party agrees not to reveal the C onfid ential I nformation, or any part thereof, to any person other than t hose of the Receivi ng Party's agents , representa tives a nd em ployees w ho need to know the C onfid ential Information solely for the Purpose, each of w hom w ill have been inform ed by the Receiving Party of t he confid entia l and proprietary nature of the C onfid ential Information and each of w hom shall agree to be bound by the terms and cond itions of this Agreem ent.

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(b) Notw ithstand ing the foregoing, each party m ay d isclose the C onfid ential I nformation to any of its Affiliates and its and their respective em ployees if necessary for the Purpose, as long as they und ertake to be bound by and observe the term s of this Agreem ent. For the purpose of thi s Agreem ent Affiliat e sha ll m ean any business ent ity w hich controls, is controlled by or is und er common control w ith either party and a busines s ent ity s hall be d eemed to control another business ent ity if it ow ns, d irectly or ind irect ly, 50% or m ore of the outsta nd ing voting secur itie s or capital stock of such business e nti ty or any other comparable equity or ow nership i ntere st w ith respect to a bus ine ss ent ity other than a corporation. (c) Each party w ill be responsible for any breach of this Agreem ent by its Affi liate s, agents, representa tives or employees. (d ) In particular (but w ithout limitation by w ay of enumeration), w ithout the Disclosing Party's prior w ritten consent , the Rece iving Party agrees, and w ill d irect its Affiliat es, agent s, representative s and em ployees, not to d isclose to any person the fact t hat ( i) the C onfid ential Information is being mad e available to the Receiving Party; (i i) the Disclos ing Party is contem plating a project relati ng to the Purpose (the Projec t); (i ii) d iscus sions or negotiations are tak ing place concerning t he Project; or (iv) ot her fact s w ith re spect to a ny such possible arrangem ent. 7. Im med iately upon the Disclosing Party's reques t and in any event upon the expiraton of the obligations set forth i n t his Agreement, t he Re ceivi ng Party w ill cause any C onfid ential Information (in w hatever form it is held ), incl ud ing that portion of the Confid ential Information w hich cons ist s of anal ysi s, com pilation, stud ie s or other d ocum ents prepared by the Receiv ing Party, it s Affiliates , agents, representa tives or em ployees, to be returned to the Disclosing Party, or d eleted or d estroyed at the D isclosing Partys option. The obligations set forth herei n s hal l term inat e t hree (2) years from the d ate first recit ed above. No right or license , eit her expressed or implied , is granted by the D isclosing Party to the Receivi ng Party w ith respect to t he C onfid ential I nformation or the Purpose (or any m ethod s w ith respect thereto) and neither party shall have an obligation solely by virt ue of t he execution of this Agreement to purchase or sell anythi ng from or to the other. Each party w arrants to the other tha t it is the law ful and beneficial ow ner, free of all l iens, charges and e ncumbrances, of al l the C onfid ential Inform ation it d iscloses u nd er this Agreem ent, and that nei ther the d is closure of the C onfid ential I nformation nor its use by t he Receivi ng Party for the Purpose w ill infringe any rights of third parties. Neither party makes any representat ion or w arranty as to the accuracy or com pleteness of the C onfid ential Information or any other item embod ying the C onfid ential Information. This Agreem ent const itut es t he e nt ire agreem ent betw een the parties concerning t he d isclosure, use a nd protection of Confiential I nformation, and this Agreem ent may be am end ed only in a w riting signed by both of them . Nothing in this Agreement s hall create or be d eemed to create a partnership or joint venture betw een the parties . F urther, nothing in thi s Agreement shal l be d eem ed to create an obligation upon either party to pursue t he P ursue or t he Project or to enter i nto any other agreement pertaining thereto. Each of the parties acknow led ges that d amages alone w ill not be an ad equat e rem ed y for any breach or violation of its obligations und er this Agreem ent. Therefore, in ad d ition to all other available rem ed ies, the other party sha ll al so be entitled to seek injunc tive rel ief, includ ing specific performance of those obligations, in any court of competent jurisd iction.
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This Agreem ent s hall be governed by and construed in ac cord ance w ith the law s of the S tate of___ ___ ___ ___ ___ ___ __ .

IN WITNESS WHEREOF, the parties have executed this Agreement on the d ate ind icated below their s ignatures . The effective d ate of this Agreement is the d ate first referenced above. C OM PANY By: _ ___ ___ ___ ___ ___ ___ ___ CONSULTAN T By:_ ___ ___ ___ ___ ___ ___ ___ _ Name: Title: Principal Date: ___ ___ ___ ___ ___ ___ ___

Name: -___ ___ ___ ___ ___ __ Title: C hief Executive Officer Date: _ ___ ___ ___ ___ ___ ___ __