Common use of Evaluation Material Clause in Contracts

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" 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 publicpublic 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 disclosure breach of this Agreement 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 heretoparty, provided that the source of such information was not known by the receiving party to be in breach of an applicable 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 is was not known by the receiving party to be in breach of an applicable 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, or (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently inventeddeveloped by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, conceived (vi) is disclosed under operation of applicable law or discovered regulation, or (vii) is disclosed by the receiving party or its employees or agents without access to Representatives with the Evaluation Materialsdiscloser'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 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 on which (i) is or becomes generally available to the public other than as a result of a disclosure breach of this Agreement by the receiving party or its Representatives, 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 heretoparty, provided that the source of such information was not known know by the receiving party to be in breach of an applicable 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 informationparty, (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 is was not known by the receiving party to be in breach of an applicable 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, or (iv) is independently invented, conceived or discovered disclosed by the receiving disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the recipient without use of Evaluation Material, (vi) is disclosed under operation of law, or (vii) is disclosed by the recipient or its employees or agents without access to Representatives with the Evaluation Materialsdiscloser'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 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 breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's knowledge or ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party pursuant heretoparty, provided that the source of such information was not known by the receiving party to be in breach of an applicable 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 informationparty, (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 is was not known by the receiving party to be in breach of an applicable 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, or (iv) is independently invented, conceived or discovered developed by the receiving party recipient without use of Evaluation Material, (v) is disclosed under operation of law, or (vi) is disclosed by the recipient or its employees or agents without access to Representatives with the Evaluation Materialsdisclosing party’s prior written approval.

Evaluation Material. The term "Evaluation Material" also means all information that is furnished , if disclosed in written ------------------- form, shall be designated in writing to a Recipient be confidential 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 publicproprietary. 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 publichereto. 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 is or possession prior to its being furnished becomes available to the receiving party by or on behalf of a non-confidential basis from a source other than the disclosing party pursuant heretoor any of its Representatives, provided that that, to the source knowledge of such information was not known by the receiving party to be in breach of an applicable party, such source is not 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 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 Materialsparty.

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 information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents 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. 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 breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's knowledge or ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party pursuant heretoparty, provided that the source of such information was not known by the receiving party to be in breach of an applicable 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 is was not known by the receiving party to be in breach of an applicable 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 independently invented, conceived or discovered developed by the receiving party without use of Evaluation Material provided such independent development can reasonably be proven by contemporaneous written records. For the avoidance of doubt, the failure by the disclosing party to include any legend or its employees or agents without access to other marking of the Evaluation MaterialsMaterial 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 nature to be confidential.

Evaluation Material. The term "Evaluation Material" also means all All information, including without limitation information that is about the Disclosing Party’s assets, liabilities, employees, financial condition, businesses, customers, suppliers, operations, processes and intellectual property, historical, current and prospective, furnished to a Recipient by the Disclosing Party or its Representatives by a party or any of its Representatives (as defined below), whether furnished before or after the "Discloser") that concerns the Discloserdate hereof, its affiliates whether or subsidiariesnot designated as being confidential, and regardless of the manner or form in which the information is either confidentialfurnished (including oral, proprietary or otherwise not generally available written and electronic communications), is referred to the publicin 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 prepared by each party Recipient or any 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. 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 disclosure by the receiving party Recipient or any of its RepresentativesRepresentatives in violation of this Agreement or any other contractual, (ii) was within the receiving party's knowledge fiduciary or possession prior to its being furnished to the receiving party by or on behalf other legal obligation of the disclosing party pursuant heretoconfidentiality; provided, provided however, that the source of such information was not known bound by the receiving party to be in breach of an applicable 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 such source ) who is not known prohibited from disclosing such information to Recipient by the receiving party to be in breach of an applicable confidentiality agreement with a contractual, fiduciary or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party Disclosing Party or any other party with respect to such information, or (iv) is independently invented, conceived or discovered of its Representatives. The disclosure of any Evaluation Material by the receiving party Disclosing Party does not constitute an actual or its employees or agents without access to implied license of any intellectual property of the Evaluation MaterialsDisclosing Party.

Evaluation Material. The In addition to the foregoing, 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 (i) the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction and any of the terms, conditions or other facts with respect thereto (including the status thereof), and (ii) the portion of any notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its Representatives which contain, reflect contain or are based upon, in whole or in part, describes the information furnished to such party or its Representatives pursuant hereto which is not available to the general publichereto. The term "“Evaluation Material" ” does not include include, however, information which (iA) is or becomes generally available to the public other than as a result through no fault of a disclosure by (including any breach of this Agreement by) the receiving party or any of its Representatives, (iiB) was within the receiving party's knowledge or ’s possession prior to its being furnished to the receiving party or its Representatives by or on behalf of the disclosing party pursuant heretoparty, provided that the receiving party was not aware (after reasonable due inquiry) that the source of such information was not known bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (C) is or becomes available to the receiving party to be in breach of an applicable or its Representatives on a non-confidential basis from a source other Confidentiality Agreement August 29, 2010 than the disclosing party or its Representatives, provided the receiving party was not aware (after reasonable due inquiry) that such source was 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, (iiiD) 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 independently developed by the receiving party without use of or reference 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 informationEvaluation Material, or (ivE) is independently invented, conceived or discovered by the receiving required to be disclosed to a third party or its employees or agents without access to the Evaluation Materialsunder operation of applicable law.

Evaluation Material. The term "“Evaluation Material" also means ” shall be deemed to include all information that concerning the other party (whether prepared by the disclosing party or its Representatives) which is furnished to a Recipient party or to its Representatives in connection with the parties’ evaluation of a possible Transaction, in each case by a or on behalf of the disclosing party or its Representatives (in accordance with the "Discloser") that concerns the Discloser, its affiliates or subsidiaries, and which is either confidential, proprietary or otherwise not generally available to the publicprovisions of this Agreement. 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 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 disclosure breach of this Agreement by the receiving party or its Representatives, ; (ii) was within the receiving party's knowledge or ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party pursuant heretoparty, provided that to the receiving party’s knowledge, the source of such information is not and was not known bound at the time of delivery by the receiving party to be in breach of an applicable 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 known and was not bound at the time such information becomes available by the receiving party to be in breach of an applicable 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 independently invented, conceived or discovered developed by the receiving party or its employees or agents without access to the use of Evaluation MaterialsMaterial.

Evaluation Material. The term "“Evaluation Material" also means ” shall mean all information that is furnished to a Recipient and materials provided by Squarespace or any of its Representatives by a party on its behalf to Receiving Party or any of its Representatives (in connection with the "Discloser") that concerns Transaction, whether provided on or after the Discloserdate of this letter agreement, its affiliates whether in tangible form or subsidiaries, disclosed orally or electronically and which is either whether or not specifically labeled as “confidential, proprietary ” or otherwise not generally available to the public. “proprietary.” The term "“Evaluation Material" ” shall also shall be deemed to include all notes, analyses, compilations, studies, interpretations interpretations, memoranda, reports or other documents (regardless of the form thereof) prepared by each party Receiving Party or any of its Representatives which to the extent the foregoing contain, reflect or are based upon, in whole upon any information or in part, the information materials furnished to such party Receiving Party or any of its Representatives pursuant hereto which is not available to this letter agreement. Notwithstanding the general public. The term "foregoing, “Evaluation Material" does ” shall not include information which or materials that: (i) at the time of disclosure or thereafter is or becomes generally available to the public other than as a result of a disclosure an act or omission by the receiving party Receiving Party or any of its Representatives, Representatives in breach of this letter agreement; (ii) was within the receiving party's knowledge was, is 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 Receiving Party or any of its Representatives on a non-confidential basis from a source other than the disclosing party Squarespace or any of its Representatives, provided that such source Representatives who is not known by the receiving party Receiving Party to be in breach prohibited from transmitting the information or materials to Receiving Party or any of an applicable confidentiality agreement with or other its Representatives by any contractual, legal or fiduciary obligation to Squarespace or any of confidentiality its Representatives; or (iii) is or was independently developed by Receiving Party or any of its Representatives without violation of this letter agreement and without use of or direct reference to any Evaluation Material. “Representatives” of a Party shall mean the Party’s Affiliates, and the Party’s and its Affiliates’ respective directors, managers, officers, employees, members, controlling Persons, partners, agents, insurers, representatives and advisors (including attorneys, accountants, financial advisors, consultants, investment bankers and other professional advisors). For purposes of this letter agreement, the term “Representatives” (i) as applied to Receiving Party does not include potential debt or equity financing sources or co-bidders or co-investors (other than the Receiving Party’s limited partners), unless approved in writing (email being sufficient) in advance by Squarespace, such consent shall not be unreasonably withheld, conditioned or delayed and (ii) as applied to Squarespace does include the attorneys and financial advisors to the disclosing party Special Committee. No Person shall be Receiving Party’s Representative unless such Person has received Evaluation Material from or on behalf of Receiving Party. References in this letter agreement to: (i) a “Person” shall be broadly construed to include the media and any individual, firm, corporation, entity, partnership, association or any other party with respect business organization or division thereof; (ii) an “Affiliate” of a Person shall be to such informationany Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified; and (iviii) is independently invented“Derivative Securities” means any rights, conceived options or discovered other securities convertible into or exercisable or exchangeable for securities or indebtedness of Squarespace or any of its subsidiaries or any obligations measured by the receiving party price or value of any securities or indebtedness of Squarespace or any of its employees or agents without access to the Evaluation Materialssubsidiaries.