premise: Without the Disclosing Party's prior written consent, neither the Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply:  (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information;  (b) the fact that the Disclosing Party and the Receiving Party are having discussions or negotiation concerning the Transaction; or  (c) any of the terms, conditions or other facts with respect to the Transaction.