premise: The Receiving Party:  (i) shall treat the Confidential Information and the Confidential Materials as confidential in accordance with the terms and conditions of this Agreement;  (ii) shall not use or disclose to any person the Confidential Information or the Confidential Materials for any purpose other than in connection with the consideration of a Possible Transaction, subject in all cases to the provisions of this Agreement;  (iii) shall not copy or reproduce any of the Confidential Information or the Confidential Materials without the prior written consent of the Disclosing Party; 