EOC.Energy, LLC

Confidentiality Agreement

This Confidentiality Agreement (the "Agreement") dated{effective_date} (the "Effective Date"), is made by and between Olive Power Corp., a Delaware Corporation (the "Company"), and{client_name}, a{company_type} with offices at{office_address}.

1. Background. The Company and{client_name} (the "parties") intend to engage in discussions and negotiations concerning the possible establishment of a business relationship between them. In the course of such discussions and negotiations and in the course of any such business relationship, it is anticipated that each party will disclose or deliver to the other party and to the other party's directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, financial advisors and members of advisory boards) (collectively, "Representatives") certain of its trade secrets or confidential or proprietary information for the purposes of enabling the other party to evaluate the feasibility of such business relationship and to perform its obligations and exercise its rights under any such business relationship that is agreed to between the parties (the "Purposes"). The parties have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement. As used in this Agreement, the party disclosing Proprietary Information (as defined below) is referred to as the "Disclosing Party"; the party receiving such Proprietary Information is referred to as the "Recipient".

2. Proprietary Information. As used in this Agreement, the term "Proprietary Information" shall mean all trade secrets or confidential or proprietary information designated as such in writing by the Disclosing Party, whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Disclosing Party to the Recipient. Notwithstanding the foregoing, information which is orally or visually disclosed to the Recipient by the Disclosing Party, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, shall constitute Proprietary Information if (i) it would be apparent to a reasonable person, familiar with the Disclosing Party's business and the industry in which it operates, that such information is of a confidential or proprietary nature the maintenance of which is important to the Disclosing Party or if (ii) the Disclosing Party, within 30 days after such disclosure, delivers to the Recipient a written document or documents describing such Proprietary Information and referencing the place and date of such oral, visual or written disclosure and the names of the Representatives of the Recipient to whom such disclosure was made. In addition, the term "Proprietary Information" shall be deemed to include: (a) any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, any Proprietary Information furnished to the Recipient or its Representatives pursuant hereto; and (b) the existence or status of, and any information concerning, the discussions between the parties concerning the possible establishment of a business relationship.

3. Scope of Agreement. This Agreement shall apply to all Proprietary Information disclosed between the parties hereto, whether before, on or after the date hereof.

4. Use and Disclosure of Proprietary Information. The Recipient shall keep the Proprietary Information in confidence using the same care and discretion that the Recipient uses with respect to its own confidential or proprietary information of a similar nature, and, in any event, using a reasonable standard of care, and the Recipient shall not disclose such Proprietary Information to third parties or use such Proprietary Information for purposes other than the Purposes, except to the extent that such Proprietary Information:

   1. is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement;

   2. is or becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that the source of such information is not known by the Recipient to be bound by a confidentiality agreement with the Disclosing Party or is otherwise known by the Recipient to be prohibited from transmitting such information to the Recipient;

   3. was known by the Recipient or its Representatives, without an obligation to keep it confidential, prior to disclosure by the Disclosing Party;

   4. is developed independently by the Recipient or its Representatives without the benefit of any Proprietary Information received from the Disclosing Party; or

   5. is required to be disclosed by law, court order, regulation or other legal process (provided that the Recipient shall promptly notify the Disclosing Party of such requirement prior to any such disclosure, furnish the Disclosing Party a copy of the proposed disclosure prior to disclosure, permit the Disclosing Party to seek appropriate protective relief from the appropriate tribunal and cooperate with the Disclosing Party's efforts to obtain such protective relief, and, in any event, disclose only that portion of the Proprietary Information which the Recipient is advised by counsel is legally required to be disclosed).

5. Disclosure of Proprietary Information to Representatives. The Recipient may disclose Proprietary Information to its Representatives, as set forth in Section 1, but only to the extent necessary for the Purposes and only to the extent that such Representatives have a need to know such Proprietary Information. Before any such Proprietary Information is disclosed to such Representatives, the Recipient shall inform such Representatives of the confidential nature of such Proprietary Information and of the terms and conditions of this Agreement and shall cause such Representatives to treat such Proprietary Information in accordance with the terms and conditions of this Agreement. The Recipient agrees to be responsible for any breach of this Agreement by any of its Representatives.

6. Return of Proprietary Information. The Recipient shall, promptly upon the request of the Disclosing Party: (a) return all Proprietary Information of the Disclosing Party in its possession; or (b) destroy all such Proprietary Information and certify in writing to the Disclosing Party that all such Proprietary Information has been destroyed, except that one copy of such Proprietary Information may be maintained in the Recipient's legal files solely for purposes of proving the contents thereof and the Recipient's compliance with the terms of this Agreement. Notwithstanding the return or destruction of Proprietary Information, the Recipient will continue to be bound by its obligations of confidentiality and other obligations hereunder.

7. Additional Protection. The Recipient acknowledges that in the event of a breach of this Agreement by it or by any of its Representatives, money damages may not be a sufficient remedy and the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by the Recipient or by any of its Representatives but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that the Recipient has breached this Agreement, then the Recipient shall be liable and pay to the Disclosing Party the reasonable legal fees and costs incurred by the Disclosing Party in connection with such litigation, including any appeals therefrom.

8. Applicable Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of laws and any action hereunder shall be brought in federal court for the Northern District of California or in state court in the County of Santa Clara, California.

9. Term. This Agreement shall continue until terminated by either party for any or no reason upon thirty (30) days prior written notice to the other party, unless extended by the mutual written consent of the parties. Notwithstanding any termination of this Agreement, the provisions of this Agreement, other than those requiring the return or destruction of Proprietary Information, shall continue to remain in full force and effect for a period of five (5) years (or such longer time as any Proprietary Information continues to be a trade secret under applicable law) from the date of disclosure of the applicable Proprietary Information to the Recipient.

10. Acknowledgement. The Recipient and the Recipient's Representatives understand and acknowledge that neither the Disclosing Party nor any of its Representatives has made or is making any representation or warranty, express or implied, as to the accuracy or completeness of the Proprietary Information, and neither the Disclosing Party nor any of its Representatives shall have any liability to the Recipient or to any of its Representatives relating to or arising from the use of Proprietary Information or any errors therein or omissions therefrom. The Recipient agrees that it and its Representatives shall be entitled to rely solely on such representations and warranties as may be made to it in a definitive agreement relating to the business relationship between the parties, subject to such limitations and restrictions as may be specified in such definitive agreement.

11. Waiver. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

12. Modifications. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

13. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

14. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date set forth below.