premise: 1. The term "Representatives" means each party's affiliates and such party's and its affiliates' directors, officers, partners, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants), and the term "person" shall include any corporation, company, partnership, limited liability company, trust, governmental entity or individual. 2.  (a) Participant agrees that Participant will  (i) use the Evaluation Material solely for the purposes of the Participation,  (ii) not, directly or indirectly, use, disseminate, disclose, discuss or reveal any Evaluation Material, and  (iii) otherwise treat and maintain in full confidence all Evaluation Material. (b) Participant agrees that Participant will not disclose to any person (including other possible bidders for Target and employees, customers and suppliers of Target) that the Evaluation Material has been made available to Participant, that Participant has inspected any portion thereof, the fact that Originator is considering a possible Transaction, that discussions are or may take place regarding a possible Transaction, that Originator and Participant are considering or discussing Participant's possible participation in a Transaction, or any other information regarding a possible Transaction, including the status thereof. (c) Neither Participant nor its Representatives shall initiate any communications with any Representative of Target concerning the Evaluation Material without Originator's prior written consent. (d) "Evaluation Material" shall not include any information which Participant can demonstrate  (i) was or becomes generally available to the public other than as a result of a disclosure by Participant or its Representatives, or  (ii) was or becomes available to Participant or its Representatives on a nonconfidential basis from a source other than Originator or its Representatives or Target or its representatives (provided that such source is not known by participant to be bound by a confidentiality obligation or fiduciary obligation prohibiting or otherwise restricting the disclosure of such information) or  (iii) is required by law, legal process or any applicable government agency or court or other tribunal of competent jurisdiction to be disclosed. (e) The foregoing restrictions shall not apply to disclosures by Participant to its Representatives to whom disclosure is required in order to permit Participant to evaluate its participation in a possible Transaction and to whom disclosure is made for the purposes of such evaluation; provided that prior to making any such disclosure, Participant shall apprise its Representatives of the confidential nature of such matters and the obligations of Participant hereunder. 