premise: Recipient will not, without the prior written consent of Premisys, disclose to any third party (except as permitted by the terms of this Agreement) the fact that any Confidential Information has been disclosed hereunder, that discussions or negotiations are taking place concerning a possible transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof); PROVIDED, HOWEVER, that Recipient (and its Representatives) may make such disclosure if, in the reasonable opinion of counsel for such party, such disclosure is required by law, regulation or any stock exchange or the Nasdaq National Market.