premise: Each party understands and agrees that it will be disclosing to the other party and/or its Representatives under this Agreement  (i) information solely for the purpose of enabling the receiving party and its Representatives to evaluate a Transaction, and reasonably believes that such disclosure will not affect, in any way, the parties’ relative competitive position with respect to each other or to any third parties (including any of the parties’ affiliates), and  (ii) only that information which is reasonably necessary to enable each party and its Representatives to evaluate a Transaction (and that information which is not reasonably necessary for such purpose will not be disclosed to a party or its Representatives).  For purposes of determining when information is reasonably necessary for such purpose, the parties may request that legal counsel to each party agree, in advance, to review certain information requests so as to comply with such standard.  In addition, each party understands and agrees that review of competitively sensitive information, such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information, which has been determined to be reasonably necessary to evaluate a Transaction will be limited only to those senior executives of the receiving party and its Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction.  If Evaluation Material includes software in object code form, the receiving party shall not, and shall not permit any other party to, reverse engineer, reverse compile, or disassemble such object code, or take any other steps to derive a source code equivalent thereof. (3) Non-Disclosure and Use of Evaluation Material.  Each party agrees that it shall (and it shall cause its Representatives to) use the Evaluation Material solely for the purpose of evaluating a Transaction and for no other purpose, and that the receiving party shall (and shall cause its Representatives to) keep the Evaluation Material confidential and not disclose any Evaluation Material to any third party; provided, however, that the receiving party may disclose any Evaluation Material 