premise: It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto and not to affect, in any way, each party's relative competitive position to each party or to other entities.  It is further agreed, that the information to be disclosed to each other shall only be that information which is reasonably necessary to a Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged.  For purposes of determining when information is reasonably necessary for such purpose, legal counsel to each party shall agree, in advance, to review information requests so as to comply with such standard.   (3) Use of Evaluation Material.  Each party hereby agrees that it and its  Representatives shall use the other's Evaluation Material solely for the purposes of evaluating a possible Transaction between the parties and, if the parties determine to proceed with a Transaction, the negotiation, execution and performance of a definitive agreement with respect thereto, and that the disclosing party's Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the purposes stated above any of the other's Evaluation Material in any other manner whatsoever; provided, however, that 