premise: Subject to the immediately succeeding paragraph, unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party  (i) except as required by law, rule or regulation, shall keep all Evaluation Material confidential, shall not disclose or reveal any Evaluation Material to any person other than its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Evaluation Material for the purpose of evaluating the Proposed Transaction and shall cause those persons to observe the terms of this letter agreement;  (ii) shall not use Evaluation Material for any purpose other than in connection with its evaluation of the Proposed Transaction or the consummation of the Proposed Transaction in a manner that the Disclosing Party has approved; and  (iii) except as required by law, rule or regulation, shall not disclose to any person (other than those of its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know for the purpose of evaluating the Proposed Transaction, which Representatives it shall cause to observe the terms of this agreement,) any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Evaluation Material has been made available to the Receiving Party or its Representatives. 