Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each 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 and would otherwise constitute Evaluation Material hereunder. 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 the 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, (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 disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approval.

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 (whether in paper, electronic or any other form) 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 and would otherwise constitute Evaluation Material hereunderpublic. 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 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 partyparty pursuant hereto, provided that the source of such information was not known by the receiving party to the bound by a 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) 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 is not known by the receiving party to be bound by a 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 disclosed by the disclosing party to a third party without a duty of confidentialityindependently invented, (v) is independently developed by the receiving party conceived or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed discovered by the receiving party or its Representatives with employees or agents without access to the discloser's prior written approvalEvaluation Materials.

Evaluation Material. The term "“Evaluation Material" also ” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto hereto, which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. 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 ’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 the be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to to) the disclosing party or any other party with respect to such information, (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 subject to any other contractual, legal or fiduciary obligation of confidentiality to to) the disclosing party or any other party with respect to such information, information or (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and provided such independent development can reasonably be proved proven by competent evidencecontemporaneous written records. For the avoidance of doubt, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed the failure by the receiving disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its Representatives with the discloser's prior written approvalnature to be confidential.

Evaluation Material. All information, including without limitation information about the Disclosing Party’s assets, liabilities, employees, financial condition, businesses, customers, suppliers, operations, processes and intellectual property, historical, current and prospective, furnished by the Disclosing Party or any of its Representatives (as defined below), whether furnished before or after the date hereof, whether or not designated as being confidential, and regardless of the manner or form in which the information is furnished (including oral, written and electronic communications), is referred to in this Agreement as “Evaluation Material”. The term "“Evaluation Material" ” also shall be deemed to include includes all notes, analyses, compilations, studies, forecasts, interpretations or other documents (whether in paper, electronic prepared by Recipient or any other form) prepared by each or of its Representatives which contain, reflect or are based upon, in whole or in part, any information that the information furnished Disclosing Party or any of its Representatives furnish to such party Recipient or its Representatives pursuant hereto which is not available to Representatives. Notwithstanding the general public and would otherwise constitute Evaluation Material hereunder. The foregoing, the term "“Evaluation Material" ” does not include information which Recipient demonstrates (ia) is or becomes generally available to the public other than as a result of a breach disclosure by Recipient or any of its Representatives in violation of this Agreement by the receiving party or its Representativesany other contractual, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by fiduciary or on behalf other legal obligation of the disclosing partyconfidentiality; provided, provided however, that the source of such information was not known by the receiving party to the bound by a confidentiality agreement with or any contractual, fiduciary or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, or (iiib) is or becomes available to the receiving party Recipient on a non-confidential basis from a source person (other than the disclosing party Disclosing Party or any of its Representatives, provided that ) who is not prohibited from disclosing such source was not known by the receiving party information to be bound Recipient by a confidentiality agreement with contractual, fiduciary or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party Disclosing Party or any of its Representatives without use Representatives. The disclosure of any Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party Disclosing Party does not constitute an actual or its Representatives with implied license of any intellectual property of the discloser's prior written approvalDisclosing Party.

Evaluation Material. The term "“Evaluation Material" also ” shall be deemed to include all information concerning the other party (whether prepared by the disclosing party or its Representatives) which is furnished to a party or to its Representatives in connection with the parties’ evaluation of a possible Transaction, in each case by or on behalf of the disclosing party in accordance with the provisions of this Agreement. The term “Evaluation Material” also shall include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) 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 and would otherwise constitute Evaluation Material hereunderpublic. The Notwithstanding the foregoing, 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 ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that to the receiving party’s knowledge, the source of such information is not and was not known by bound at the receiving party to the bound time of delivery by a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of confidentiality to to, the disclosing party or any other party with respect to such information, party; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than that to the disclosing party or any of its Representativesreceiving party’s knowledge, provided that such source is not and was not known by bound at the receiving party to be bound time such information becomes available by a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of confidentiality to to, the disclosing party or any other party with respect to such information, ; or (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvalMaterial.

Evaluation Material. Evaluation Material, if disclosed in written ------------------- form, shall be designated in writing to be confidential or proprietary. The term "Evaluation Material" also shall be deemed to include all notes, analyses, ------------------- compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) 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 and would otherwise constitute Evaluation Material hereunderhereto. 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 disclosure by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished is or becomes available to the receiving party by on a non-confidential basis from a source other than the disclosing party or on behalf any of its Representatives, provided that, to the knowledge of the disclosing receiving party, provided that the such source of such information was is not known by the receiving party to the 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, (iii) conveyed orally and is not related to the business or operations of a party, (iv) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records in existence prior to the time of disclosure, (v) is developed independently by the receiving party without use of or reference to the Evaluation Material of the disclosing party, or (vi) becomes available to the receiving party on a non-confidential basis from a source other than by lawful inspection or analysis of products offered for sale. Nothing herein shall constitute an admission by either party that any Evaluation Material in fact contains material nonpublic information concerning the disclosing party or any is, in fact, confidential information 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 disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvalparty.