premise: 2. Without your prior written consent, except as required by law, we and our agents, representatives and employees will not disclose to any person or entity the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the Business or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. 3. We shall keep a record of the written Information furnished to us and of the location of such Information.  All copies of the Information, along with our notes on, summaries and compilations of, or excepts from, the Information, except for that portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be returned to you immediately upon your request.  That portion of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by us, our agents, representatives or employees, will be held by us and kept confidential and subject to the terms of this Agreement, or destroyed upon your request, and any oral Information will continue to be subject to the terms of this Agreement.  Such destruction will be confirmed in writing to you by us and the person or persons who prepared such documents. 4. The term Information shall not include such portions of the Information which  (i) are or become generally available to the public other than as a result of a disclosure by us, our agents, representatives or employees, or  (ii) become available to us on a non-confidential basis from a source (other than you or your agents) which is not prohibited from disclosing such information to us by a legal, contractual or fiduciary obligation to you or  (iii) information which we have developed independently through conducting our own competitive business. 5. Without your prior written consent, we and our Representatives will not communicate with any person or entity that is a party to any agreement with the Business or any possible transaction between us and the Business involving the Business.