premise: The Evaluation Material will be kept confidential by Investor in accordance with the terms and conditions of this Agreement and will not be disclosed to any person, except that Investor may disclose the Evaluation Material or portions thereof to those of its employees, officers, directors, partners, members, affiliates, accountants, attorneys, agents, consultants and advisors (these persons being collectively called “Representatives”) who  (a) need to know such information in order for Investor to be able to evaluate a possible Transaction and  (b) have been directed by Investor to treat the Evaluation Material in accordance with the terms of this Agreement. 