[COMPANY]

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made and entered into this _____ day of __________, 201__, by and between [COMPANY] Corporation, a corporation duly organized and existing under the laws of the State of [STATE] (“[COMPANY]”) and ____________________, a ________________duly organized and existing under the laws of the State of __________ (the “Recipient”), ([COMPANY] and Recipient are referred to herein individually as a “Party,” and, collectively, the “Parties”).

RECITALS

WHEREAS, [COMPANY] has acquired specified expertise in the development of certain conversion technologies in the renewable energy and fuel industry( the "Technology") and related documentation (the "Documentation");

WHEREAS, _____________________________________ develop and provide certain __________________ for utilization ___________________; and

WHEREAS, _______________________________.

THEREFORE, for valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties agree as follows:

AGREEMENT

1. Definition of Confidential Information. In this Agreement, “Confidential Information” means: (i) record layouts, systems documentation, data, techniques, technical information, know-how, equipment specifications or other information related to either Party’s products, technology and business; (ii) information regarding either Party’s financial condition, information systems, business operations, plans and strategies, services, customers, and marketing and distribution plans, methods and techniques; (iii) information that is marked “Confidential” or “Proprietary,” or substantially similar terms (individually, a “Confidential Legend”), or that is summarized in writing as being confidential; (iv) any and all related research; (v) any and all designs, ideas, concepts, and technology embodied therein; and (vi) the Technology and the Documentation, as all or any part may intentionally or unintentionally be shared by [COMPANY] with Recipient. Confidential Information may be in any form, including, without limitation, documents, forms, software and other electronic data, etc. Confidential Information shall not include information:

(a) which was rightfully known, available to, or possessed by the Recipient (including any entity or association that is directly or indirectly owned or controlled by Recipient (in any case, an “Affiliate” or “Affiliates”)) through no breach of this Agreement, prior to the time it was disclosed to the Recipient;

(b) which is independently developed by the Recipient or any of its Affiliates;