premise: “Evaluation Material” means all information (including information in the form not only of written information but also information which may be transmitted orally, visually or by any other means) provided to the Recipient by the Disclosing Party or any of its Representatives relating to the Disclosing Party its direct and indirect, subsidiaries and their business, affairs, financial position, assets, operations and activities including, without limitation, information provided for inspection in any data room and all reports, evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or data, financials, trade secrets or any other documents or information pertaining in any way whatsoever to the Disclosing Party and its direct and indirect subsidiaries, together with all analysis, evaluations, compilations, notes, studies or other documents prepared by the Recipient or its Representatives containing or based upon, in whole or in part, such information or reflecting the review of, or interest in the Disclosing Party or the Transaction and includes all information, if any, previously made available to the Recipient or its Representatives; provided that Evaluation Materials will not include any information which:  (i) at the time of its disclosure to the Recipient is, or thereafter becomes, generally available to, and known by the public (other than as a result of a disclosure directly or indirectly by the Recipient or its Representatives);  (ii) was available to the Recipient on a non-confidential basis from a source other than the Disclosing Party provided that such source is not and was not, to the knowledge of the Recipient after due inquiry, bound by a confidentiality agreement with the Recipient to hold or retain such information confidential; or  (iii) has been independently acquired or developed by the Recipient without violating any of its obligations under this or any other agreement the Recipient may have with any Person;