premise: 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees:  (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials),  (ii) not to disclose any such Proprietary Information or any information derived there from to any third person,  (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and