PARKINGACCESS, LLC

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is made effective as of September 5, 2003 by and Parking
Access, LLC with its principal place of business at 220 Old Boston Post Road, Suite 2, Old Saybrook, CT 06475,(the
“ParkingAccess”), and corporation/LLC/individual located at
____________________________
preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each
other.
Purpose: For purposes of this Agreement, the “Purpose” for which Confidential Information shall be disclosed is the
use and evaluation of Confidential Information in connection with a potential commercial transaction between the
Recipient. In reliance upon and in consideration of the following undertakings, the Recipient agree as follows:
1. Definition of Confidential Information. Subject to
the exceptions set forth in Paragraph 2, all information
disclosed to the other party shall be considered
"Confidential Information,” including but not limited to
(i) all written information of the disclosing party that
conspicuously bears a “Confidential,” “Proprietary” or
similar designation, and (ii) all oral information of the
disclosing party that is identified at the time of disclosure
as being of a confidential or proprietary nature.
Confidential Information shall also include all information
which either party has received from others and which it
is obligated to treat as confidential, provided such
information is disclosed in the manner set forth in the
preceding sentence.
2. Exceptions. The term "Confidential Information"
shall not be deemed to include information which:
(a) is now, or hereafter becomes, through no act or
failure to act on the part of the receiving party,
generally known or available;
(b) is known by the receiving party without any
obligation to keep such information confidential at
the time of receiving such information as
evidenced by its contemporaneous written records;
(c) is hereafter furnished to the receiving party by a
third party, as a matter of right and without
restriction on disclosure;
(d) is independently developed by the receiving
party without any breach of this Agreement, as
evidenced by its contemporaneous written records;
(e) is the subject of a prior written permission to
disclose provided by the disclosing party;
(f) is disclosed in response to a valid order of a court
or other governmental body of the United States or
any political subdivision thereof (provided, however,
that the responding party shall first have given
notice to the other party hereto and shall have made
a reasonable effort to obtain a protective order
requiring that the Confidential Information so
disclosed be used only for the purposes for which the
order was issued) or is otherwise required to be
disclosed by law; or
(g) is necessary to establish rights or enforce
obligations under this Agreement.
3. Mutual Obligations. Each party shall maintain the
other party's Confidential Information in trust and
confidence and shall not disclose to any third party or
use any Confidential Information for any unauthorized
purpose for a period of three (3) years following the date
of disclosure of such Confidential Information. Each
party may use such Confidential Information only to the
extent required to accomplish the Purpose of this
Agreement. Confidential Information shall not be used
for any purpose or in any manner that would constitute a
violation of any laws or regulations, including without
limitation the export control laws of the United States.
No rights or licenses to trademarks, inventions,
copyrights or patents are implied or granted under this
Agreement.
4. Copies. The receiving party may make a reasonable
number of copies of the Confidential Information as
necessary to perform the Purpose; and such copies shall
be considered the Confidential Information of the
disclosing party and shall be protected by the receiving
("Recipient") and to assure the protection and
party in accordance with this Agreement.
5. Disclosure to Employees. Each party under this
Agreement shall advise its employees who may have
access to Confidential Information of the other party of
the confidential nature thereof of their duty to protect
such Confidential Information from improper disclosure
and agrees that it will be responsible for the actions of
such employees. No Confidential Information shall be
disclosed to any employee who does not have a need for
such information. For the purposes of this Section 5, the
term "employee" shall include, in addition to employees,
the directors, officers, consultants and other agents of
the receiving party.
6. Retention of Rights. All Confidential Information
shall remain the property of the disclosing party and
shall be returned to the disclosing party after the
receiving party's need for it has expired, or upon request
of the disclosing party, and in any event, upon
completion or termination of this Agreement.
7. Term, Termination and Survival. This Agreement
shall continue in full force and effect for so long as the
Recipient continue to exchange Confidential Information.
Either party may terminate this Agreement at any time
upon five (5) days written notice to the other party. The
termination of this Agreement shall not relieve either
party of the obligations imposed by Paragraphs 3, 4, 5, 6,
7 and 10 of this Agreement with respect to Confidential
Information disclosed prior to the effective date of such
termination and the provisions of those Paragraphs shall
survive the termination of this Agreement for a period of
three (3) years from the date of such termination.
8. Governing Law. This Agreement shall be governed
by the laws of the State of Connecticut, excluding its
conflicts of laws principles.
9. Integration. This Agreement contains the final,
complete and exclusive agreement of the Recipient
relative to the subject matter hereof and supersedes all
prior and contemporaneous understandings and
agreements relating to its subject matter. This
Agreement may not be changed, modified, amended or
supplemented except by a written instrument signed by
both Recipient.
10. Remedies. Each party hereby acknowledges and
agrees that in the event of any breach of this Agreement
by the other party, including, without limitation, the
actual or threatened disclosure or unauthorized use of a
disclosing party's Confidential Information without the
prior express written consent of the disclosing party, the
disclosing party will suffer an irreparable injury, such that
no remedy at law will afford it adequate protection
against, or appropriate compensation for, such injury.
Accordingly, each party hereby agrees that the other
party may be entitled to specific performance of the
receiving party’s obligations under this Agreement, as
well as such further relief as may be granted by a court
of competent jurisdiction.
11. Assignment. This Agreement may not be
assigned by either party without the prior written
consent of the non-assigning party such consent not to
be unreasonably withheld or delayed.

PO Box 745, Suffield, Connecticut 06078 860-668-5272

12. Severability. If any provision of this Agreement is
found by a proper authority to be unenforceable, that
provision shall be severed and the remainder of this
Agreement will continue in full force and effect.
13. Notices. Any notices required or permitted
hereunder shall be given to the appropriate
representative of a party at the address specified above
or at such other address as the party shall specify in
writing. Such notice shall be deemed given upon the
personal delivery, or sent by certified or registered mail,
postage prepaid, three (3) days after the date of mailing.
This Agreement shall be effective as of the date first
written above.

EXECUTED BY: PARKING ACCESS, LLC

Signature: ___________________________________ Date:

___________

Name: Gregory Bessoni

Title: Chief Executive Officer

EXECUTED BY: DON MCLARDY

Signature: _____________________________________Date:
___________

Name: Donald McLardy

PO Box 745, Suffield, Connecticut 06078 860-668-5272