Common use of Confidentiality and Nondisclosure Clause in Contracts

Confidentiality and Nondisclosure. (a) Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may disclose the Confidential Information to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.