premise: As used in this Agreement, the term “Representatives” means, with respect to PHCS or the Recipient, their directors, officers, shareholders, members, managers, partners, employees, affiliates and controlling persons, and their agents, advisors and representatives (including without limitation attorneys, accountants and financial advisors). 2. Exclusions from Confidential Information.  Notwithstanding anything to the contrary contained in Paragraph 1, Confidential Information does not include information which  (i) was or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; or  (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than PHCS, provided that such source is not bound by a confidentiality agreement with PHCS or otherwise prohibited from transmitting the information to the Recipient; or  (iii) was within the Recipient’s possession prior to its being furnished by or on behalf of PHCS, provided that the source of such information was not bound by a confidentiality agreement with PHCS in respect thereof or otherwise prohibited from transmitting the information to the Recipient. 3. Use of Confidential Information.  As a condition to the disclosure of the Confidential Information, the Recipient agrees to keep the Confidential Information confidential and not to disclose or otherwise use the Confidential Information for any purpose, other than for its business relationship with PHCS, without the prior written consent of PHCS.  Accordingly, the Recipient agrees to treat the Confidential Information which it receives as it would its own confidential information and to take all reasonable precautions to prevent the unauthorized disclosure to any third party of any Confidential Information.  The Recipient further agrees to disclose the Confidential Information only to those Representatives who need to know such information for the purpose of its business relationship with PHCS and who shall  (i) be advised by the Recipient of this Agreement and the confidential and non-public nature of the Confidential Information, and  (ii) agree with the Recipient to be bound by the provisions hereof. 