MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this

"Agreement") is made and entered into this ___ day of ________________, 202__, by
________________________, a _____________________ organized under the laws of the State
of ______________ (the "Company A"), and ______________, a ___________ corporation
("Company B"). Company A and Company B are sometimes referred to individually as a "Party"
and collectively as the "Parties." A Party receiving Confidential Information under this Agreement
is sometimes referred to as a "Receiving Party," and a Party disclosing Confidential Information to
a Receiving Party under this Agreement is sometimes referred to as a "Disclosing Party."

WHEREAS, the Parties are considering entering into one or more mutually beneficial
business transactions with each other (collectively, the "Transaction"), and, in preparation for
and as part of any such Transaction, it is contemplated that each Party will provide the other
Party with access to the former Party's business, operational and otherwise confidential
information;

WHEREAS, each Party is willing to make such information available to the other Party
only on the following terms and conditions;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, hereby agree as follows:

1. The term "Confidential Information" as used in this Agreement shall mean all
information and documents which a Disclosing Party or its representatives furnish or otherwise
disclose to a Receiving Party or any of its representatives, together with all analyses,
compilations, studies or other documents, records or data (in whatever form maintained, whether
documentary, computer storage or otherwise) prepared by a Receiving Party or any of its
representatives which contain or otherwise reflect or are generated from such information and
documents. Notwithstanding the foregoing, "Confidential Information" does not include any
information that (i) at the time of disclosure is generally available to and known by the public
(other than as a result of a disclosure by a Receiving Party or any of its representatives), (ii) was
within the possession of a Receiving Party or its representatives prior to its being furnished to a
Receiving Party by or on behalf of the Disclosing Party, or (iii) is or was available to a
Receiving Party on a nonconfidential basis from a source, other than the other Party, who is not
prohibited from transmitting the information to the Receiving Party by a contractual, legal or
fiduciary obligation to the other Party to this Agreement.

2. Each Receiving Party will use the Confidential Information solely for the purpose
of the Transaction. The Confidential Information shall not be used by a Receiving Party or its
affiliates in any manner which is in competition with or detrimental to, whether directly or
indirectly, the Disclosing Party, the Disclosing Party's business, its owners, subsidiaries or
affiliates. All of the Confidential Information will be kept confidential by each Receiving Party
and its affiliates and will not be disclosed to any other persons in any manner; provided that a
Receiving Party may disclose the Confidential Information or portions thereof to those
representatives of the Receiving Party who need to know such information for the purpose of the
Transaction (it being understood that such representatives shall be informed by the Receiving
Party of the confidential nature of such information and must agree to be bound by the terms of
this Agreement before having access to the Confidential Information). Each Receiving Party
agrees to be responsible for compliance with this Agreement by its representatives.

3. The Parties acknowledge and agree that nothing contained herein shall be
construed as giving a Receiving Party any license, right, title or interest in or ownership of any
Confidential Information supplied by the Disclosing Party.

4. In the event that a Receiving Party is requested or required (by deposition,

interrogatory, request for documents, subpoena, civil investigative demand or similar process) to
disclose any of the Confidential Information, then, unless prohibited from doing so by applicable
law or court order, such Receiving Party shall provide the Disclosing Party with prompt prior
written notice of such request or requirement, and such Receiving Party shall cooperate with the
Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate
remedy or, if it so elects, waive compliance with the terms of this Agreement. In the event that
such protective order or other remedy is not obtained, or the Disclosing Party waives compliance
with the provisions hereof, or the Receiving Party is prohibited by law or court order from
advising the Disclosing Party of the existence of the subpoena or other disclosure demand, then
the Receiving Party may disclose only that portion of the Confidential Information that the
Receiving Party is advised by counsel is legally required to be disclosed and shall exercise all
reasonable efforts to obtain assurance that confidential treatment will be accorded such
Confidential Information.

5. At any time upon request of a Disclosing Party, the Receiving Party will return
promptly to the Disclosing Party all copies of the Confidential Information then in its possession
or in the possession of any of its representatives, and any copies, notes or extracts thereof,
without retaining any copy thereof, except that a Receiving Party may destroy promptly (in lieu
of returning) all copies of that portion of the Confidential Information which is comprised of its
own analyses, compilations, studies or other documents, records or data prepared by the
Receiving Party or its representatives which contain or otherwise reflect or are generated from
the Confidential Information, and the Receiving Party will certify to the Disclosing Party that
such destruction has been accomplished.

6. Although each Disclosing Party will endeavor to include in the disclosed

Confidential Information accurate information that it believes to be relevant for the purpose of
the potential Transaction, each Receiving Party understands and acknowledges that, except as
may hereafter be set forth in any transaction documents pertaining to the Transaction, neither the
Disclosing Party nor any of its representatives has made or makes any representation or warranty
as to the accuracy or completeness of the Confidential Information. Each Receiving Party
agrees that, except as may hereafter be set forth in any transaction documents pertaining to the
Transaction, neither the Disclosing Party nor its representatives shall have any liability to a
Receiving Party or any of its representatives resulting from the use of the Confidential
Information. Only those representations or warranties that are made in any transaction
documents pertaining to the Transaction, when, as if they are executed, and subject to such
limitations and restrictions as may be specified therein, will have any legal effect.

7. Each Party acknowledges and agrees that no contract or other binding obligation
regarding the Transaction shall be deemed to exist unless and until a definitive written
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agreement with respect thereto shall have been executed and delivered by the Parties, and that
neither of the Parties shall have any legal obligation whatsoever with respect to a Transaction by
virtue of this Agreement except for the matters specifically agreed to herein.

8. Each Receiving Party agrees that, in the event of any breach of the provisions of
this Agreement, the Disclosing Party shall be entitled to equitable relief, including injunctions
and orders for specific performance, in addition to all other remedies available to the Disclosing
Party at law or in equity.

9. As used in this Agreement, (i) the term "person" will be interpreted broadly to
include, without limitation, any corporation, company, group, partnership, limited liability
company, other entity or individual, and (ii) the term "representatives," used with respect to a
person, shall include the directors, officers, employees, representatives, agents, attorneys,
consultants, accountants, financial and other advisors of or to such person.

10. Any notice or demand which, by provision of this Agreement, is required or

permitted to be given or served to either of the parties shall be deemed to have been sufficiently
given and served for all purposes (if mailed) five calendar days after being deposited, postage
prepaid, in the United States Mail, registered or certified mail, or (if delivered by express
courier) one business day after being delivered to such courier, or (if delivered in person or by
facsimile transmission provided confirmation of transmission and receipt is retained by the party
sending the facsimile transmission) the same day as delivery, in each case addressed (until
another address or addresses is given by notice pursuant to this Section) to the parties as follows:

To Company A:
_____________________
______________________
______________________
Attention: ____________________
Facsimile No. _______________

To Company B:
_____________________
______________________
______________________
Attention: ____________________
Facsimile No. _______________

11. Each Party acknowledges and agrees that (i) no failure or delay by either Party 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; (ii) this Agreement may not be assigned by
either Party hereto, (iii) this Agreement constitutes the entire understanding of the Parties with
respect to the subject matter hereof and shall supersede all prior or contemporaneous agreements
and understandings with respect thereto, (iv) this Agreement may only be modified by a writing
executed by both Parties, (v) in the event any provision of this Agreement shall be held to be
partially or wholly illegal or unenforceable, the remainder of this Agreement or the application
of such provision under other circumstances, shall not be affected thereby, and (vi) this
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Agreement shall be construed in accordance with the provisions of the laws of the State of
Louisiana without regard to the conflicts of laws provisions thereof.

12. This Agreement may be executed in any number of counterparts and each
counterpart shall be deemed to be an original instrument, but all such counterparts shall
constitute but one instrument. Transmission or receipt of this instrument by facsimile, electronic
mail or other means of electronic communication or duplication, bearing a reproduction of a
signature or initial, shall have the same validity and legal result as do original signatures or
initials.

IN WITNESS THEREOF, the Parties have duly executed this Agreement, as of the day
and year first above written.

COMPANY A:

By:___________________________________
Name:
Title:

COMPANY B:

______________________________________

By:_____________________________________
Name:
Title: