premise: 1.3. “Representatives” means a Party’s affiliates and its and their respective directors, officers, employees, agents or representatives, including, without limitation, its and their respective attorneys, accountants, consultants and financial advisors. 1.4. “Residuals” means technological information and all ideas, concepts, and understandings related thereto that would be inadvertently retained in non-tangible form in the unaided memory of an ordinary Person unless such Person intentionally memorized such technological information, ideas, concepts and understandings for the purpose of retaining and subsequently using or disclosing it for purposes other than as authorized by this Agreement. 2. Confidential Information. 2.1. Each Party recognizes and acknowledges the value of the Confidential Information and the damage that could result if the Confidential Information were used or disclosed except as authorized by this Agreement.  Except as otherwise required by applicable law or regulatory authority, each Party agrees to keep confidential and not disclose, and cause its Representatives to keep confidential and not disclose, to any Person the Confidential Information it or its Representatives receives from the other Party or its Representatives without the Disclosing Party’s prior written consent, except as provided below.  The Receiving Party or its Representatives shall be entitled to disclose the Confidential Information of the Disclosing Party and provide copies of the same, without the Disclosing Party’s prior written consent, to those Representatives of the Receiving Party who need to know such Confidential Information solely for the purpose of evaluating the Possible Transaction. 