Non Disclosure Agreement - Parking Access

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 ____________________________ ("Recipient") and to assure the protection and 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

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:

Signature: ___________

PARKING ACCESS, LLC ___________________________________ 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