premise: The Receiving Party may, however, disclose the Confidential Information to its directors, officers, Affiliates (as defined below) or legal or financial advisors (collectively, "Representatives"), but only if such Representatives reasonably need to know the Confidential Information for the purpose of evaluating the Transaction.  The Receiving Party will  (i) inform each of its Representatives receiving Confidential Information of the confidential nature of the Confidential Information and of the existence and the terms of this Agreement,  (ii) direct its Representatives to treat the Confidential Information confidentially and not to use it other than in connection with an evaluation of the Transaction,  (iii) require that any Representative other than a director or officer of Disclosing Party or Receiving Party execute a counterpart of this Agreement prior to any disclosure by the Receiving Party of Confidential Information to such Representative, which counterpart shall have annexed thereto a schedule (the "Disclosure Schedule") setting forth in appropriate detail the Confidential Information that is to be disclosed to such Representative.  For purposes of this Agreement, the term "Affiliate" shall mean any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. 