premise: Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, will remain subject to the confidentiality obligations set forth in this agreement.  Notwithstanding the foregoing, the Recipient may retain  (i) one copy of the Confidential Information solely for evidentiary purposes in the event of any dispute or proceeding based on or arising from this agreement and  (ii) copies of any computer records and files containing any Confidential Information that have been created pursuant to the Recipient’s automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course.  Notwithstanding the foregoing, the obligation to return or to destroy the Confidential Information does not apply to any notes or information which has been incorporated into the books and records of any board of directors, advisory committee or similar governing body of the Recipient. 7. Potential Transaction:  The parties acknowledge and agree that unless and until a written definitive agreement concerning a transaction arising out of the Purpose (a “Transaction”) has been duly executed, neither party nor any of its respective Representatives will have any obligation with respect to any Transaction, with respect to the procedures employed in connection therewith, or with respect to any representations, warranties or covenants made by either party, whether by virtue of this agreement or any other written or oral expression with respect to a Transaction (except as specifically provided in this agreement). 8. No Further Rights in Confidential Information: Nothing contained in this agreement shall be construed as granting or conferring any right, title or interest in, or any license or right to use, the Confidential Information, by implication or otherwise other than for the Purpose.  The Recipient acknowledges and agrees that the Corporation reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to the purchase of any interest, and to terminate discussions and negotiations at any time. 9. Termination:  The covenants contained in this agreement shall terminate and expire on the date that is the first anniversary of the date first set out above on this agreement.