premise: The parties expect to make available to one another certain non-public, confidential and/or proprietary information, both oral and written, which may include information concerning their respective business prospects and plans, financial condition, technology, customers, know-how, trade secrets, operations, assets and liabilities (collectively, the “Evaluation Material”).  As a condition to each party furnishing the Evaluation Material to the other party and the directors, officers, employees, agents or advisors of such party or its subsidiaries (collectively, “Representatives”), each party agrees that the Evaluation Material furnished to it hereunder shall be treated as confidential subject to the terms of this Agreement. 1. Evaluation Material.  “Evaluation Material” also includes notes, analyses, compilations, studies, plans, interpretations or other documents prepared by the receiving party or its Representatives which contain or are based upon the Evaluation Material furnished to such party hereunder.  The term “Evaluation Material” does not include information that  (i) is or becomes a matter of public knowledge through no fault of the receiving party;  (ii) is or becomes available to the receiving party from a source other than the disclosing party or any of its Representatives, provided that such source was not known or reasonably should be known by the receiving party to be bound by a duty of confidentiality with respect to such information;  (iii) is disclosed by the disclosing party to a third party without a duty of confidentiality;  (iv) is independently developed by the receiving party without use of the Evaluation Material; or  (v) is disclosed under operation of law. 2. Non-Disclosure/Security/Use.  Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction and will use such Evaluation Materials only for the purpose of evaluating a Transaction.  Each party agrees to use reasonable measures to protect against the loss, theft or unauthorized use of the Evaluation Materials. 3. Personally Identifiable Information.  The Evaluation Materials may include human resources data and/or other information that serves to identify one or more individuals (“PII”). 