CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made this ____________ th day

of ___________ (Month) , 20 (Year). BETWEEN:

Company Name , a company having an office in _______________ [City,Co un try] (here in after called

“ Disclosing Part ) ”

-and -

Company Name , a company having an office in

__________________ [City, Country] (hereinafter called

“ Recipie nt ”)

WHEREAS in conn ecti on with discussi ons related

to _________________ t he Recipie nt has in dicated an in terest in an alyz ing and assessing the Disclosing Party interests in certain lands held by Disclos ing Party with in the area described in “ ScheduleA ” hereto (the “ Assets; a n)d

WHEREAS the Recipie nt wishes to obtai n certa in Con fide ntial Information, as defined in paragraph 1(a), from the Disclosing Party, and the Disclos ing Party is prepared to disclose such Con fide ntial In formatio n to the Recipie nt upon the terms and con diti ons contained herein (the “ Con fide ntiality Agreeme nt ” )in order to en able the Recipie nt to con sider and evaluate the Con fide ntial In formati on for

the sole purpose of assessing a potential transaction with respect to a portion of the Disclosing Party 's interest in the Asseite(1hel Transaction ; ”)

NOW THEREFORE THIS AGREEMENT WITNESSETH that in con siderati on of the Recipie nt being provided with Con fide ntial

In formatio n to assess the Pote ntial Tran sacti on and in con sideratio n of the premises and the mutual cove nants and agreeme nts here in contain ed, the parties hereto agree as follows:

1. NON-DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION

(1) All in formatio n disclosed to or acquired by the Recipie nt on or subseque nt to the date of executi on of this Con fide ntiality Agreeme nt by the Recipie nt, and whether oral or writte n, or received through electronic transmission, observation, meetings or otherwise, from the Disclosing Party with respect to or pertaining to the Assets, the Pote ntial Tran sacti on or to the bus in ess and affairs of the Disclos ing Party

in conn ecti on therewith (the “ Con fide ntial In formati on

con sidered proprietary in n ature and shall be held in strict con fide nce by the Recipie nt at all times and shall not, without the Disclos ing Party 's prior writte n consent, be disclosed directly or in directly to any other pers on, firm or corporati on, or used by the Recipie nt for any purpose other than its evaluation of the Potential Transaction. Such Con fide ntial In formati on in cludes, but shall not be limited to, finan cial results, marketi ng materials, budget in formatio n, geological, geophysical, geochemical, tran sportati on, process ing, engin eeri ng and environmental information, production data, evaluations, projections, pate nts, trade secrets, i nterpretati ons, an alyses, maps, la nd schedules, documents of title, materials relating to title matters and other documentation (whether prepared by Disclosing Party or its representatitives or other persons) made available to Recipient in any