Common use of Nondisclosure of Evaluation Material and Transaction Information Clause in Contracts

Nondisclosure of Evaluation Material and Transaction Information. You hereby agree, subject to the terms hereof, that you will, and you will cause your Representatives to: (i) use the Evaluation Material solely for the purpose of evaluating your possible participation in the Transaction, (ii) keep the Evaluation Material strictly confidential in accordance with the terms of this Agreement, and (iii) without the prior written consent of the Company, not disclose any of the Evaluation Material to any person; provided, however, that you may disclose any of the Evaluation Material to your Representatives who need to know such Evaluation Material for the sole purpose set forth in clause (i) above and who agree to be bound by the nondisclosure and nonuse terms hereof to the same extent as if they were parties hereto or are bound by an existing duty of nondisclosure and nonuse that is no less restrictive. Each of the parties hereby agrees, subject to the terms hereof, that it will not, and will direct its Representatives not to, without the prior written consent of the other party, disclose any of the Transaction Information to any person; provided, however, that each party may disclose any of the Transaction Information to its Representatives who need to know such Transaction Information for the purpose of evaluating, negotiating and consummating the Transaction and who agree to be bound by the nondisclosure and nonuse terms hereof to the same extent as if they were parties hereto or are bound by an existing duty of nondisclosure and nonuse that is no less restrictive. Each party hereby agrees to notify the other party in writing immediately upon discovery of any unauthorized use or disclosure of Evaluation Material (solely in the case of any unauthorized use or disclosure by you or any of your Representatives) or Transaction Information or any other breach of this Agreement by it or any of its Representatives, and will cooperate with the other party to assist such other party to regain possession of the Evaluation Material or Transaction Information, as the case may be, and prevent its further unauthorized use or disclosure. Absent your prior, written consent, the Company and its Representatives shall not disclose your involvement in a possible Transaction or participation in the process of evaluating a possible Transaction involving the Company.