Evaluation Material Clause Samples
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Evaluation Material. The term “Evaluation Material” shall mean all information, data, reports, interpretations, forecasts, business plans and records, financial or otherwise, whether written, oral, electronic, visual or otherwise, concerning or related to the Company, any of its subsidiaries or joint ventures, or any of the businesses, properties, assets, operations, products, services, liabilities, condition (financial or otherwise), employees, prospects and/or results of operations of any of the foregoing (whether prepared by the Company, any of its Representatives (as defined below) or otherwise) that previously has been or may be furnished to you or any of your Representatives by or on behalf of the Company, the Special Committee or any of their respective Representatives, either directly or indirectly through one of your Approved Financing Sources (as defined below) (collectively, “Information”), as well as all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials prepared by you or any of your Representatives, but only to the extent that the foregoing contain, reflect or are based upon any Information (“Derivative Information”). The term “Evaluation Material” shall also be deemed to include, without limitation, the status or terms and conditions of any discussions or negotiations taking place concerning a possible Transaction or any similar transaction. The term “Evaluation Material” does not include information or any portion thereof that (i) is or becomes generally available to the public (other than as a result of a disclosure by you or any of your Representatives in violation of this letter agreement or any other obligation of confidentiality to the Company), (ii) was within your possession without being subject to any contractual, legal, fiduciary or other obligation of confidentiality to the Company with respect to such Information prior to it being furnished to you by or on behalf of the Company, the Special Committee or any of their respective Representatives (other than in your capacity as an officer or director of the Company, in which case this clause (ii) shall not be applicable), or (iii) becomes available to you on a non-confidential basis from a source other than the Company or its Representatives (other than in your capacity as an officer or director of the Company, in which case this clause (iii) shall not be applicable); provided, that such source is not actually known by you, after reasonable inquiry, to be bou...
Evaluation Material. The term "Evaluation Material" also means all information that is furnished to a Recipient or its Representatives by a party or its Representatives (the "Discloser") that concerns the Discloser, its affiliates or subsidiaries, and which is either confidential, proprietary or otherwise not generally available to the public. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives, (ii) was within the receiving party's knowledge or possession prior to its being furnished to the receiving party by or on behalf of the disclosing party pursuant hereto, provided that the source of such information was not known by the receiving party to be in breach of an applicable confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source is not known by the receiving party to be in breach of an applicable confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, or (iv) is independently invented, conceived or discovered by the receiving party or its employees or agents without access to the Evaluation Materials.
Evaluation Material. The term “Evaluation Material” shall mean all oral, written, tangible and/or intangible information and any other material in any form concerning the disclosing party which is furnished to receiving party or its Representatives on or after the date of this letter agreement by the disclosing party, together with any notes, analyses, compilations, studies, interpretations, documents or records prepared by receiving party or any of its Representatives, to the extent that such notes, analyses, compilations, studies, interpretations, documents or records contain such information. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by receiving party or its Representatives in breach hereof, (ii) was within receiving party’s possession prior to it being furnished to receiving party by or on behalf of the disclosing party pursuant hereto, provided that the source of such information was not known by receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party with respect to such information, (iii) becomes available to receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source is not known by receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party with respect to such information, or (iv) is independently developed by receiving party or its Representatives. Prior to any disclosure of research and development technical information hereunder, the disclosing party shall provide the receiving party an agenda indicating that such information will be provided and/or describe such information in general terms. Each party shall have the right to refuse (by writing notice) to accept any information under this letter agreement prior to any disclosure; information disclosed by the disclosing party despite such a refusal is not covered by the confidentiality obligations under this agreement and shall not be considered Evaluation Material. The receiving party shall bear the burden of proving the applicability of the provisions of this paragraph in any dispute between the parties.
Evaluation Material. 1. Information generated by Receiving Party or by a person described in Clause 4.2 that is derived in whole or in part from Confidential Information is “Evaluation Material.” Evaluation Material includes models, analyses, estimates of reserves, interpretations, presentations for management, and economic evaluations.
2. During the term of this Agreement, Receiving Party shall not disclose Evaluation Material to anyone other than the persons described under Clause 4 without the prior written consent of Disclosing Party.
Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, whether in oral, written, photographic or graphic form, electronically stored (including all information posted in any electronic datasite) or otherwise, concerning or relating to the Company, its business or affairs, the Disclosing Party or their respective affiliates (whether prepared by the Disclosing Party, the Company, their respective Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential), that is furnished to Recipient or its Representatives by or on behalf of the Disclosing Party and/or the Company whether before, on or after the date hereof, including all information relating to financial statements and tax filings, projections, processes, procedures, evaluations, plans, programs, customers, independent contractors, suppliers, costs, facilities, equipment and other assets, services, development plans, business development, processes, marketing, pricing and sales information, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Disclosing Party and the Company and all information obtained by Recipient or its Representatives in the course of any meetings, management presentations, examinations or discussions, in each case, in connection with a Transaction, to the extent provided. In addition, “Evaluation Material” shall include the information referred to in Section 2(d) and all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium) prepared by or for the Recipient or any of its Representatives that contain, reflect, or are based upon, in whole or part, the Evaluation Material furnished to Recipient or its Representatives as contemplated hereby. Notwithstanding anything to the contrary set forth in this Agreement, the term “Evaluation Material” shall not include information that Recipient can reasonably demonstrate: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or any of its Representatives in violation of the terms of this Agreement;
Evaluation Material. The term “Evaluation Material” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is independently developed by the recipient without use of Evaluation Material, (v) is disclosed under operation of law, or (vi) is disclosed by the recipient or its Representatives with the disclosing party’s prior written approval.
Evaluation Material. “Evaluation Material” shall have the meaning ascribed to such term in Section 6.8.
Evaluation Material. The term “Evaluation Material” means any and all information, in any form or medium, written or oral, concerning or relating to Protection One (whether prepared by Protection One, its Representatives or otherwise, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished to or on behalf of Recipient by or on behalf of Protection One, including without limitation all oral and written information relating to financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and any other confidential information or intellectual property of Protection One. In addition, “Evaluation Material” shall be deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports (in any form or medium) prepared by Recipient or any of its Representatives that contain, reflect or are based upon, in whole or part, the information furnished to or on behalf of Recipient as contemplated hereby. The term “Evaluation Material” shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Recipient or one of its Representatives in breach of the terms of this Agreement; (b) becomes available to Recipient from a source other than Protection One or one of its Representatives, including without limitation prior to the date hereof, provided that such source is not known by the Recipient after reasonable inquiry to be bound by a confidentiality agreement or to have a contractual, legal or fiduciary obligation of confidentiality to Protection One or any other person with respect to such information; or (c) has been independently acquired or developed by Recipient without using any Evaluation Material or violating any of its obligations under this Agreement.
Evaluation Material. The term “Evaluation Material” shall mean all information relating, directly or indirectly, to the Company or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of the Company (whether prepared by the Company or its Representatives) which is delivered, disclosed or furnished by or on behalf of the Company to you or to your Representatives, before, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, and shall also be deemed to include all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by you or your Representatives to the extent they contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to you or your Representatives pursuant hereto. Notwithstanding any other provision hereof, the term Evaluation Material shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in breach of this letter agreement, (ii) was within your or your Representatives’ possession on a non-confidential basis prior to it being furnished to you by or on behalf of the Company or any of its Representatives, provided that to your knowledge the source of such information was not bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company with respect to such information, (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its Representatives, provided that to your knowledge such source is not bound by a confidentiality agreement with, or other contractual obligation of confidentiality to, the Company with respect to such information or (iv) you can demonstrate is or was developed by you or any of your Representatives without derivation from, reference to or reliance on, or using in any manner, the Evaluation Material.
Evaluation Material. As used in this Agreement, the term “