premise: You will not use any of the Evaluation Materials for any purpose other than the exclusive purpose of evaluating a Possible Transaction.  You and your representatives will keep the Evaluation Materials completely confidential; provided, however, that  (i) any of such information may only be disclosed to those of your directors, officers, employees, agents, representatives (including attorneys, accountants and financial advisors), lenders and other sources of financing (collectively, "your representatives") who need to know such information for the purpose of evaluating a Possible Transaction between you and the Company (it being understood that your representatives shall be informed by you of the confidential nature of such information and shall be directed by you, and shall each expressly agree, to treat such information confidentially in accordance with this Agreement),  (ii) you may disclose Evaluation Materials that you have been advised by counsel are required to be disclosed under applicable securities laws; and  (iii) any other disclosure of such information may only be made if the Company consents in writing prior to any such disclosure.  Without limiting the generality of the foregoing, in the event that a Possible Transaction is not consummated neither you nor your representatives shall use any of the Evaluation Materials for any purpose. 