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

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