BY AND BETWEEN:

     TRAFFICCENTRAL LLC, a Florida Limited Liability Company, hereinafter "TrafficCentral" and/or the “Discloser”,

LOCATED AT:

      603 Coquina Court
      Nokomis, FL 34275-2728 
      USA

AND (please enter your legal name or identity in the space immediately below) hereinafter called the “Recipient”:

RESIDING AT (please enter legal street address in space immediately below):

The Discloser, TrafficCentral, is a Company involved in the development, marketing, and sales of a business opportunity commonly referred to as "Owning and Operating a Node Within the TrafficCentral Network" and more specifically described as owning and operating an internet based Advertising Exchange, utilizing proprietary, United States and Foreign Patent-Pending software. The Discloser is in the possession of certain confidential information relating to said unique multi-Node Advertising Exchange systems, and is willing to disclose this information to Recipient under the terms and conditions set forth herein in order to allow Recipient to evaluate the Confidential Information. In consideration of a potential or on-going relationship with you as the intended recipient of confidential or company secret information, you are asked to enter into this non-disclosure agreement with TrafficCentral as the Discloser of said Confidential Iinformation.

The Recipient is interested in evaluating or participating in the business opportunity described above for his/her/its possible purchase or for the on-going relationship of receiving confidential information about upcoming products or services, or changes to existing products or services, related to this or other business opportunities related to the Discloser.

NOW THEREFORE, in consideration of the disclosure of the current or future Confidential Information, and other good and valuable consideration resulting therefrom, the receipt of which is hereby acknowledged or respected by the Recipient, the parties DO HEREBY AGREE as follows:

1. Confidential Information.

The Discloser has provided, or may provide to, the Recipient certain Confidential Information including, but not limited to, a Business Opportunity Disclosure, the Terms and Conditions of any Business Opportunity purchase, the Independent Contractor Agreement and Software License Agreements (MUTANT™ Architecture Node License Agreement) which are required of all Business Opportunity purchasers, other legal documents required of Business Opportunity purchasers, and possibly other written or on-line materials concerning the Business Opportunity. As part of the materials provided by Discloser to Recipient, Recipient has received a demonstration of the current or near term TrafficCentral Central Command Console, which was provided on behalf of TrafficCentral. The Recipient specifically acknowledges receipt of this Confidential Information.
  
Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, passwords, various databases contained in certain computer programs and/or software, marketing plans, legal documents, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Discloser. Nothing herein shall require Discloser to disclose any of its information.
 
2. Recipient's Obligations.
 
a. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Discloser and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Discloser, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Discloser to any other party whatsoever except with the specific prior written authorization of Discloser, including any disclosure that would result in a personal and/or business gain for him/herself, or for any individual, corporation or organization.

b. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Discloser, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Discloser regarding destruction within ten (10) days thereafter. The Recipient shall not make, nor permit to be made, any copies of the Confidential Information, in any form whatsoever; nor suggest to any third party: individual, corporation or organization that a presentation of the Confidential Information was made to him/her.

3. Term.

The obligations of Recipient herein shall be effective of two (2) years from the date Discloser last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Discloser and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

4. Other Information.

Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of confidentiality; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Discloser along with the asserted grounds for disclosure.

5. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product. Recipient agrees and acknowledges that Recipient is not involved with, or acting on behalf of, a competing Internet or advertising business and understands that participating in this Agreement would substantially damage the Discloser beyond repair by financial remedy only. Recipient understands that Recipient may not be involved with or act on behalf of a competitor of Discloser for a period of two (2) years after conference of any Confidential Information to the Recipient, or upon execution of this Agreement.

6. No Publicity.

Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.

7. Governing Law and Equitable Relief.

This Agreement shall be governed and construed in accordance with the laws of the United States and the State of Florida and Recipient consents to the exclusive jurisdiction of the state courts and U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, Discloser may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Discloser against any such breach or threatened breach. Discloser has the right to liquidated damages in the amount of one million dollars United States Currency in the event that Recipient breaches any clause contained paragraph 2 above.

8. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. In the event that Recipient has a separate, non-related legal relationship with Discloser, nothing contained in this Agreement shall modify or supercede such previously established legal relationship but, rather, this Agreement then creates an additional legal relationship between Recipient and Discloser. This Agreement may be modified only by a further writing that is duly executed by both parties.

9. No Assignment.

Recipient may not assign this Agreement or any interest herein without Discloser's express prior written consent.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

WITNESS WHEREOF, the parties have caused this Understanding of Confidentiality to be executed on the day and year first written above.


Recipient:

Recipient Phone Number: ____________________________________
 
Recipient Email Address: _____________________________________

Recipient Name (Printed): ____________________________________

Signature of Recipient: ____________________________________ (only valid when signed in ink or faxed)

Date: _____________________


Discloser (TrafficCentral):

Phone Number: (941) 223-0329
Email Address: Doug.Ashbaugh@comcast.net or Doug.Ashbaugh@Verizon.net
Accepted by: Douglas Ashbaugh, President and CEO

Signature: ____________________________________ (only valid when signed in ink or faxed)

Date: _____________________

Instructions:

For existing node owners (updating contracts); by your electronic signature related to this agreement, and your acceptance of a MUTANT node license, you are hereby agreeing to all terms and conditions set forth in this Agreement.

For new node owners; by your electronic signature related to this agreement, and your acceptance of a MUTANT node license, you are hereby agreeing to all terms and conditions set forth in this Agreement. You must also print, sign, and fax a legible copy of this agreement and a government issued id (depending on the identification provided, other supplemental credentials may be requested) to TrafficCentral at fax: 1-941-870-0939 or you may mail the documents to the address shown below:

TrafficCentral LLC
attn: Doug Ashbaugh
603 Coquina Ct.
Nokomis, FL USA 34275-2728