MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into this [DATE] (the “Effective Date”) by and between [COMPANY], a Delaware limited liability company with an office located at [ADDRESS] (hereinafter referred to as “[COMPANY]”), and [COUNTERPARTY], a California limited liability company, with its principal office located at [ADDRESS] (hereinafter referred to as “[COUNTERPARTY]”). [COMPANY] and [COUNTERPARTY] are herein singularly referred to each as a “Party” and collectively referred to as the “Parties”.

Purpose

The Parties wish to explore a business opportunity of mutual interest and to discuss possible collaboration in furtherance thereof in connection with the possible supply of renewable natural gas by [COUNTERPARTY] to [COMPANY] proposed project to be constructed in [COUNTY], [STATE] (the “Project”) that will produce, among other products, [PRODUCT] (the “Opportunity”). In connection with the Opportunity, each Party has disclosed, and may further disclose certain confidential technical and business information (in such capacity, a Party disclosing the information, is referred to herein as the “Discloser”) to the other Party (in such capacity, a Party receiving the information, is referred to herein as the “Recipient”), that Discloser desires Recipient to treat as confidential pursuant to the terms and conditions of this Agreement.

Confidential Information.

“Confidential Information” means all information or data disclosed and identified by Discloser or its Representatives (as defined below) (whether orally, in writing, electronically or in any other format or media) before or after the execution of this Agreement, by Discloser or its Representatives to Recipient or its Representatives (including, without limitation, specific items such as the terms of any agreement(s) between a Party and any third party; a Party’s strategic plans, market intelligence, distribution markets, pricing and volumes; the terms and nature of any negotiations with business or potential business associates or vendors of a Party; technical specifications, technical solutions, technical information, production processes, analyses, models, plans and reports; information concerning the nature, extent and volume of profit originated or received by a Party; financial information and projections for future projects; business and market analyses, business policies and practices, models, plans, reports, compilations and studies; governmental affairs, public affairs and communication reports; studies including feasibility studies, strategies and analyses; inter or intra-company relationships between either Party and its respective Affiliates (which for purposes of this Agreement means, in respect of a Party, any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Party, so long as such Control exists, and the term “Control” means (a) the ownership of more than fifty percent (50%) of voting share capital or other voting securities; or (b) the possession of more than fifty percent (50%) of the voting or other rights to appoint or elect directors or management; or (c) the power to direct or cause the direction of management and affairs); information related to and/or regarding industrial and intellectual property rights (copyrights and related rights, patents, rights to inventions, trademarks, service marks, trade or product names, business names, domain names, registered designs, design rights, rights in databases, trade secrets and other confidential information and know how, together with licenses and permissions relating thereto and all other industrial and intellectual property and rights of a similar or corresponding nature in any part of the world (whether registered, registrable or not, and including all applications and the right to apply for any of the foregoing rights), and any extensions or renewals thereof subsisting prior to, at or after the date hereof, and whether arising under statute or at law); know-how information and trade secrets; software, computer and other electronic systems; legal documents and legal issues; information received by third parties that a Party is obligated to treat as confidential; documents and other materials prepared and/or commissioned by Discloser or its Representatives that contain or are based, in whole or in part, on such information or data, and all such other information). The term Confidential Information shall not include material, information or data that: