CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Agreement is made and entered into on this _____th day of August

, 2008, by and between ____________________________________ (together with any parents, subsidiaries and other affiliates or related persons and entities, the “Company”) whose address is _______________________________________ and __________________________________________( together with any parents, subsidiaries and other affiliates or related persons and entities, the “Recipient”) with a place of business at ___________________________________________________. Whereas, the parties agree to discuss common interest with regard to wind energy projects; and, Whereas, in connection with such discussions, the Company shall deliver to the Recipient certain information and documents with regard to its projects. In order for these discussions to take place and/or for the parties to pursue in their discretion any subsequent possible business relationship the Company will and the Recipient recognizes the need for the Company to disclose Confidential Information to the Recipient. Now therefore, the Recipient hereby agrees to the following: 1. The Recipient agrees that it will keep in confidence and not, at any time, in any form or manner, directly or indirectly, voluntarily or involuntarily disclose, furnish or make accessible to any person or other entity or use for its own benefit in any manner whatsoever other than in connection with the discussion and evaluation by the parties of potential wind energy projects , any Confidential Information (defined below). Confidential Information means any and all non-public information that the Recipient may obtain or receive, or have access to or discover, related to the Company or its business. Confidential Information shall include, but not be limited to, any of the following types of information outside of the public domain: marketing data, financial information (including but not limited to results of operation, margins and obligations), forecasts, plans, projects, geographical information, sources of supply, technologies, products, know-how, product specifications and designs, trade secrets, agreements with third parties, personnel information, and any other information of a non-public nature. 2. Each party agrees that all of its respective obligations undertaken herein shall survive and continue for three (3) years from the date hereof. 3. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any promise to or intention to enter into a definitive agreement or any commitment by either party that any present or future business arrangement will be entered into between the parties. Each party shall be free to evaluate similar proposals and/or transactions with other parties or to terminate the discussions contemplated by this Agreement. 4. The parties agree not to announce or disclose to any third person or party their participation in discussions concerning the Confidential Information, the existence of this 1

Agreement, or the nature of any such discussions without first securing the prior written approval of the other or as otherwise required by law. 5. Recipient shall maintain appropriate control over the Confidential Information and shall limit its distribution only to its representatives who have a "need to know" all or part of the Confidential Information in order to evaluate, negotiate, document and/or consummate a possible project or transaction. Recipient shall be responsible for any breach of the terms of the terms of this agreement by its representatives. 6. The Recipient acknowledges that the Company has gone to great lengths to protect the secrecy of all Confidential Information and that said Confidential Information is of critical importance to the Company. A violation of this Agreement would seriously and irreparably impair and damage the Company’s business. The Company shall be entitled to obtain equitable relief, including but not limited to an injunction or a temporary restraining order, without the necessity of proving irreparable damage or posting a bond, to prevent an actual or threatened violation of this Agreement. 7. The Company may in its sole discretion request in writing that the Recipient return all documents, copies or recordings of any material containing the Confidential Information supplied to the Recipient. The Recipient agrees to comply with such written request promptly and in no event later than 7 days upon receipt of such written request. The non-compliance by the Recipient to such request will result in damages to the Company, for which the Recipient will take full financial responsibility. 8. While this Agreement is in effect, neither the Recipient nor its affiliates shall directly or
indirectly solicit the employment or engagement of or otherwise entice away from the employment of the Company or hire or retain any individual who is employed by or renders services to the Company or has been employed by or rendered services to the Company at any time during the preceding one-year period, or assist any individual or entity to solicit the employment or engagement of or otherwise entice away from the employment of the Company or hire or retain any such individual.

9. All Confidential Information shall remain the exclusive property of the Company and nothing in this Agreement or any course of conduct between the parties shall be deemed to grant to the Recipient any rights in or to the Confidential Information of the Company. 10. This Agreement shall exclusively be construed and governed by the laws of the State of New York.
11. Any dispute arising out of this Agreement, if litigated, shall be resolved by the United States District Court for the Southern District of New York, or the New York State courts located within New York County, New York, and the parties submit to the jurisdiction of said Courts. 12. For purposes of this Agreement, “affiliate” of any party to this Agreement shall mean any other entity or person, directly or through one or more intermediary entities or persons, controlling, controlled by or under common control with such party.

13. Notwithstanding paragraph 16, the Company, at its option, may elect to seek compensation for any damages suffered hereunder by submitting the matter to binding 2

arbitration by the American Arbitration Association in New York, New York (“AAA”), under the then applicable rules of the AAA. The Recipient waives their rights to any court proceeding and agrees to such Arbitration in the event the Company makes such a decision.
14. For purposes of this Agreement, “affiliate” of any party to this Agreement shall mean any other entity or person, directly or through one or more intermediary entities or persons, controlling, controlled by or under common control with such party.

The Company: _________________________ By: The Recipient: _________________________ By:

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