premise: It is understood and agreed to by each party that any exchange of information under this Agreement shall be solely for the purpose of evaluating the Transaction and shall not affect, in any way, each party’s relative competitive position to the other 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 evaluate the Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged.  Notwithstanding the foregoing, any information that is inadvertently disclosed and not reasonably necessary for such purposes shall be immediately returned to the disclosing party, and shall otherwise be treated as Evaluation Material. 3. Use of Evaluation Material.  Each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating the Transaction. 