NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the “Agreement”) is entered as of this __________ day of __________, 20____ by
and between _______________ (the “Company”), and _______________ (the “Receiving Party”).

WHEREAS, Company and Receiving Party will be having discussions or that Receiving Party
will have access to information concerning the Company’s current and past business activities (the
“Business”), so that the Company and Receiving Party may further their current or proposed business
relationship (the “Authorized Purpose”), which discussions or the release of access of such information
will require the Company to disclose information to the Receiving Party that the Company treats as
confidential and proprietary information; and
WHEREAS, Company wishes to protect it’s Confidential Information, as defined below, against
any unauthorized use and any unauthorized or uncontrolled disclosure.
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement,
Company and Receiving Party agree as follows:
A. As used throughout this Agreement, the term “Confidential Information” means information that
is generally not known to third parties and which is proprietary to the Company, including, but
not limited to, information about Company’s Business that includes information related to
financing strategies, organizational strategies, trade secret information, financial information,
pricing policies, operational methods, marketing information, business operations and strategies
that includes without limitation, strategy, sales, finance and business systems and techniques,
customers, personnel, and other business affairs of Company relating to the Business. Any and all
information, whether oral, written, or otherwise disclosed to the Receiving Party, or information
that the Receiving Party accesses or develops in connection with this Agreement, whether
originated by the Receiving Party or by the Company or others, shall be presumed to be
Confidential Information and shall be subject to the terms and conditions of this Agreement.

B. It is understood that unauthorized disclosure or use, whether intentional or unintentional, of any

of the Confidential Information would be detrimental to the Company and as such the Receiving
Party agrees to treat all Confidential Information as strictly confidential, not to disclose
Confidential Information or permit it to be disclosed, in whole or part, to any third party, without
the prior written consent of an authorized agent of the Company in each instance, and not to use
any Confidential Information for any purpose except as related to the Authorized Purpose.

C. The Receiving Party shall notify the Company immediately in the event the Receiving Party
becomes aware of any loss or disclosure of any confidential information.
D. Confidential Information shall not include information that:

a. is or becomes generally available to the public other than through the Receiving Party’s
breach of this Agreement; or
b. communicated to a Receiving Party by a third party that had no confidentiality
obligations with respect to such information.

E. That, upon the Company’s request, all records, any compositions, articles, documents and other
items, either physical or digital, which contain, disclose, and/or embody any Confidential

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 Information (including, without limitation, all copies, reproductions, summaries and notes of the
contents thereof), regardless of the person causing the same to be in such form, shall be returned
to the Company, or if requested by the Company, securely destroyed by the Receiving Party via a
method commonly used to destroy classified/confidential documents (e.g. incineration, shredding
or milling (dry process), and pulping (wet process), and that the Receiving Party will certify that
the provisions of this paragraph have been complied with.

F. While nothing herein shall be construed to prevent disclosure of Confidential Information as may
be required by applicable law or regulation, or pursuant to the valid order of a court of competent
jurisdiction or an authorized government agency, provided that the disclosure does not exceed the
extent of disclosure required by such law, regulation, or order, the Receiving Party agrees to:

a. Immediately notify Company of the existence and terms and circumstances of such a
request, so that the Company may, if deemed necessary, seek an appropriate protective
order and/or waive Receiving Party’s compliance with the provisions of this Agreement;
and
b. If such disclosure of the Confidential Information is required in the opinion of the
Receiving Party’s counsel, to the extent possible cooperate with the Company in
obtaining reliable assurances that confidential treatment will be accorded to the disclosed
Confidential Information.

G. Receiving Party and Company acknowledge that the Confidential Information is the property of
the Company, and the disclosure of Confidential Information to the Receiving Party does not
convey any right, title, license, or interest in the Confidential Information to the Receiving Party.
Receiving Party shall not appropriate the Confidential Information to Receiving Party’s own use
or to the use of any third party and shall only use the Confidential Information for the exclusive
benefit of the Company except to the extent otherwise authorized in writing by the Company.

H. It is further understood and agreed that no failure or delay by the Company in exercising any
right, power, or privilege, under this Agreement shall operate as a waiver, nor shall any single or
partial exercise preclude any other or further exercise or the exercise of any right, power or
privilege under this Agreement.

I. The termination of the discussions or termination of access to the information or termination of

the relationship between the Company and Receiving Party shall not relieve the Receiving Party
or its employees, agents, or affiliates of the obligations of nonuse or nondisclosure under this
Agreement or the obligation to return or destroy certain materials.

J. Receiving Party, or its employee, agent, or affiliate (collectively, “the signer”), represents and
warrants to the Company that:

a. the signer has the right to enter into this Agreement, to grant the rights granted herein,
and to perform fully all of the obligations of the Receiving Party’s obligations in this
Agreement; and
b. the signer’s entrance into this Agreement with the Company and this Agreement do not
and will not conflict with or result in any breach or default under any other agreement to

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 which they are subject

K. The Receiving Party acknowledges that a breach or threatened breach, except as permissible by
Section F, would give rise to irreparable harm to the Company, for which monetary damages
would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened
breach by the Receiving Party of any such obligation(s), the Company shall, in additional to any
and all other rights and remedies that may be available to it in respect of such breach, be entitle to
equitable relief, including a temporary restraining order, an injuction, specific performance, and
any other relief that may be available from a court of competent jurisdiction, without any
requirement to post bond or other security or prove the inadequacy of money damages.

L. The Receiving Company shall defend, indemnify, and hold the Company and its affiliates, and
their officers, directors, employees, agents, successors, and assigns from and against all losses,
damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or
expenses of whatever kind or nature (including reasonable attorneys’ fees) arising or resulting
from:

a. The Receiving Party’s breach of any representation, warranty, or obligation under this
Agreement.

M. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach of
this Agreement, and any alleged violation of any federal, state, or local statue, regulation,
common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to
and decided by binding arbitration. Arbitration shall be governed by the American Arbitration
Association (the “AAA”) rules for Commercial Disputes but shall not be administered by the
AAA. The arbitration shall be administered by a single arbitrator selected by the parties or, if the
parties cannot agree, selected by Perry Dampf Dispute Resolutions. Any arbitral award
determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may
be entered in the 14th Judicial District Court, Parish of Calcasieu, State of Louisiana.

N. This Agreement and all related documents and all matters arising out of or relating to this
Agreement, whether sounding in contract, tort or statute, for all purposes shall be governed by
and construed in accordance with the laws of the State of Louisiana, without giving effect to any
conflict of laws or principles that would cause the laws of any other jurisdiction to apply.

O. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
(each, a “Notice”) shall be in writing and addressed to the Parties publicly known mailing
address (or to such other address that may be designated by the party receiving such notice from
time to time in accordance with this Section). All notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees prepaid), email, or certified or registered
mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in
this Agreement, a Notice is effective only if: the party giving the Notice has complied with the
requirements of this Section.

P. This Agreement and related exhibits and schedules (if any), constitute the sole and entire
agreement of the Company and the Receiving Party to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous

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 understandings, agreements, representations, and warranties, both written and oral, with respect
to such subject matter.

Q. This Agreement may only be amended, modified, or supplemented by an agreement in writing

signed by each party hereto, and nay of the terms thereof may be waived, only by a document
signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving
compliance.

R. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

S. This Agreement may be executed in multiple counterparts and by electronic or facsimile

signature, each of which shall be deemed an original and all of which together shall constitute one
instrument.

(Signatures on following page)

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If this letter accurately sets forth our understanding, kindly execute the enclosed copy of this letter and
return it undersigned.

Very truly yours,

[Insert Company Name], a Louisiana limited liability company

By: ______________________________________________
Print Name:
Title:

ACCEPTED AND AGREED:

By: _____________________________________________
Company:
Print Name:
Title