CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made and entered into as of the __ day of [DATE] (“Effective Date”) by and between [COMPANY], a [STATE] limited liability company (“[COMPANY]” or “Disclosing Party”), and [COMPANY]. a Delaware limited liability company (“[COMPANY]” or “Receiving Party”). [COMPANY] and [COMPANY] are each a “Party” and collectively the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties wish to hold confidential discussions in connection with the potential acquisition of [COMPANY]’ [PROJECT] projects (the “Potential Transaction”); and

WHEREAS, the Parties desire to enter into this Agreement to assure the confidentiality of all information concerning the Potential Transaction in order to prevent the disclosure of same to third parties except as permitted by this Agreement.

NOW, THEREFORE, in consideration of the above recitals which are incorporated herein and made a part of this Agreement and the mutual promises and covenants made herein, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:

Confidential Information. The term “Confidential Information” as used in this Agreement shall mean this Agreement, the fact that the Parties are conducting the Potential Transaction, and all information received by the Receiving Party from the Disclosing Party during the discussions and exchanges of information between the Parties concerning or in connection with the Potential Transaction, whether written, printed or electronic, regardless of form, and whether provided prior to or after the execution of this Agreement, and the substance and content thereof, and all information ascertained by the Receiving Party from the Disclosing Party through the discussions between employees or other Representatives of the Parties (as defined herein) concerning the Potential Transaction. For purposes of illustration and not limitation, Confidential Information shall include all marketing, operational, economic, or financial knowledge, information or data of any nature whatsoever relating to the Disclosing Party that has been or may hereafter be provided or disclosed by the Disclosing Party to the Receiving Party in connection with the Potential Transaction. Confidential Information shall not include information that:

(a) at the time of disclosure by the Disclosing Party is publicly available, or information that later becomes publicly available through no act or omission of the Receiving Party in violation of this Agreement;

(b) was already known or was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party;