Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” shall mean, with respect to either Party, all information relating, directly or indirectly, to that Party or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of that Party or any Affiliate (whether prepared by that Party, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which the Receiving Party or its Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include November 14, 2008 all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party or its Representatives that contain, reflect or are based upon, in whole or in part, the information delivered, disclosed or furnished to the Receiving Party or its 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 the Receiving Party or its Representatives in breach of the obligations hereunder, (ii) was within the Receiving Party’s possession prior to it 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 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) was independently discovered or developed by or on behalf of the Receiving Party or its Representatives without the use of Disclosing Party’s Evaluation Material (as evidenced by the Receiving Party’s written records) or (iv) 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 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. For the duration of this letter agreement and a period of three (3) years after its expiration or termination, each Party shall treat all Evaluation Material received from the other Party in connection with the Purpose (as defined below) as confidential and not disclose such Evaluation Material to any other person, company or firm other than as expressly permitted hereunder and would use such Evaluation Material only for the Purpose (as defined below).

Evaluation Material. The In addition to the foregoing, the term “Evaluation Material” also shall mean, with respect to either Party, all information relating, directly or indirectly, to that Party or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of that Party or any Affiliate (whether prepared by that Party, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which the Receiving Party or its Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include November 14(i) the fact that any Evaluation Material has been made available hereunder, 2008 all 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, forecasts, interpretations or other documents prepared by the Receiving Party each party or its Representatives that contain, reflect which contain or are based upon, in whole or in part, describes the information delivered, disclosed or furnished to the Receiving Party such party or its Representatives pursuant hereto. Notwithstanding any other provision hereofThe term “Evaluation Material” does not include, the term Evaluation Material shall not 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 the Receiving Party or its Representatives in (including any breach of this Agreement by) the obligations hereunderreceiving party or any of its Representatives, (iiB) was within the Receiving Partyreceiving party’s possession prior to it its being furnished to the Receiving Party receiving party or its Representatives by or on behalf of the Disclosing Party pursuant heretodisclosing party, provided that the receiving party was not aware (after reasonable due inquiry) that the source of such information was not known by the Receiving Party to be bound 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 informationdisclosing party, (iiiC) was independently discovered is or developed by or on behalf of the Receiving Party or its Representatives without the use of Disclosing Party’s Evaluation Material (as evidenced by the Receiving Party’s written records) or (iv) becomes available to the Receiving Party receiving party or its Representatives on a non-confidential basis from a source other Confidentiality Agreement August 29, 2010 than the Disclosing Party disclosing party or any of its Representatives, provided the receiving party was not aware (after reasonable due inquiry) that such source is not known by the Receiving Party to be was bound by a confidentiality agreement with, with or other contractual, legal or fiduciary obligation of confidentiality to, to the Disclosing Party or any other disclosing party with respect to such information. For , (D) is independently developed by the duration receiving party without use of this letter agreement and a period of three (3) years after its expiration or termination, each Party shall treat all Evaluation Material received from the other Party in connection with the Purpose (as defined below) as confidential and not disclose such Evaluation Material reference to any other personEvaluation Material, company or firm other than as expressly permitted hereunder and would use such Evaluation Material only for the Purpose (as defined below)E) is required to be disclosed to a third party under operation of applicable law.

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” shall mean, with respect to either Party, all information relating, directly or indirectly, to that Party or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of that Party or any Affiliate (whether prepared by that Party, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives, on or after the date hereof, regardless of the manner in which it is delivered, disclosed or furnished, or which the Receiving Party or its Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include November 14, 2008 includes all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Receiving Party Recipient or any of its Representatives that which contain, reflect or are based upon, in whole or in part, any information that the information delivered, disclosed or furnished to the Receiving Disclosing Party or any of its Representatives pursuant heretofurnish to Recipient or its Representatives. Notwithstanding any other provision hereofthe foregoing, the term “Evaluation Material shall 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 Representatives in breach violation of the obligations hereunderthis Agreement or any other contractual, (ii) was within the Receiving Party’s possession prior to it being furnished to the Receiving Party by fiduciary or on behalf other legal obligation of the Disclosing Party pursuant heretoconfidentiality; provided, provided however, that the source of such information was not known by the Receiving Party to be bound by a confidentiality agreement withor 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, (iii) was independently discovered or developed by or on behalf of the Receiving Party or its Representatives without the use of Disclosing Party’s Evaluation Material (as evidenced by the Receiving Party’s written records) or (ivb) is or becomes available to the Receiving Party Recipient on a non-confidential basis from a source person (other than the Disclosing Party or any of its Representatives, provided that such source ) who is not known by the Receiving Party prohibited from disclosing such information to be bound Recipient by a confidentiality agreement withcontractual, fiduciary or other contractual, legal or fiduciary obligation of confidentiality to, to the Disclosing Party or any other party with respect to such informationof its Representatives. For the duration The disclosure of this letter agreement and a period of three (3) years after its expiration or termination, each Party shall treat all any Evaluation Material received from by the other Disclosing Party in connection with does not constitute an actual or implied license of any intellectual property of the Purpose (as defined below) as confidential and not disclose such Evaluation Material to any other person, company or firm other than as expressly permitted hereunder and would use such Evaluation Material only for the Purpose (as defined below)Disclosing Party.

Evaluation Material. The term “Evaluation Material” shall mean, with respect to either Party, mean all information relating, directly and materials provided by Squarespace or indirectly, any of its Representatives on its behalf to that Party or the business, products, markets, condition (financial or other), operations, assets, liabilities, results of operations, cash flows or prospects of that Receiving Party or any Affiliate (of its Representatives in connection with the Transaction, whether prepared by that Party, its advisors or otherwise) which is delivered, disclosed or furnished by or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives, provided on or after the date hereofof this letter agreement, regardless of the manner whether in which it is delivered, tangible form or disclosed orally or furnished, electronically and whether or which the Receiving Party not specifically labeled as “confidential” or its Representatives otherwise learn or obtain, through observation or through analysis of such information, data or knowledge, and “proprietary.” The term “Evaluation Material” shall also be deemed to include November 14, 2008 all notes, analyses, compilations, studies, forecastsinterpretations, interpretations memoranda, reports or other documents (regardless of the form thereof) prepared by the Receiving Party or any of its Representatives that to the extent the foregoing contain, reflect or are based upon, in whole upon any information or in part, the information delivered, disclosed or materials furnished to the Receiving Party or any of its Representatives pursuant heretoto this letter agreement. Notwithstanding any other provision hereofthe foregoing, the term “Evaluation Material Material” 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 or any of its Representatives in breach of the obligations hereunder, this letter agreement; (ii) was within the was, is or becomes available to Receiving Party’s possession prior to it 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 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) was independently discovered or developed by or on behalf of the Receiving Party or its Representatives without the use of Disclosing Party’s Evaluation Material (as evidenced by the Receiving Party’s written records) or (iv) becomes available to the Receiving Party 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 to be bound prohibited from transmitting the information or materials to Receiving Party or any of its Representatives by a confidentiality agreement with, or other any contractual, legal or fiduciary obligation to Squarespace or any of confidentiality to, the Disclosing its Representatives; or (iii) is or was independently developed by Receiving Party or any other party with respect to such information. For the duration of its Representatives without violation of this letter agreement and without use of or direct reference to any Evaluation Material. “Representatives” of a period of three (3) years after its expiration or termination, each Party shall treat all 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 Special Committee. No Person shall be Receiving Party’s Representative unless such Person has received Evaluation Material received 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 in connection with the Purpose business organization or division thereof; (as defined belowii) as confidential and not disclose such Evaluation Material an “Affiliate” of a Person shall be to any 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 (iii) “Derivative Securities” means any rights, options or other person, company securities convertible into or firm other than as expressly permitted hereunder and would use such Evaluation Material only exercisable or exchangeable for securities or indebtedness of Squarespace or any of its subsidiaries or any obligations measured by the Purpose (as defined below)price or value of any securities or indebtedness of Squarespace or any of its subsidiaries.

Evaluation Material. The term “Evaluation Material” shall mean, with respect to either Party, mean all information relating, directly concerning or indirectly, relating to that Party the Company or the its business, products, markets, condition (financial or other)condition, operations, assetsstrategy, liabilities, results of operations, cash flows assets or prospects of that Party or any Affiliate (whether prepared by that Party, its advisors or otherwise) liabilities which is deliveredor has previously been shared with, disclosed or furnished by to, the Recipient or on behalf of that Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Recipient’s Representatives, before, on or after the date hereof, regardless of this letter agreement by or on behalf of the manner Company or any of its Representatives, including all information shared in which it is deliveredconnection with the Confidential Disclosure Agreement (the “Prior CDA” ) between the Parties, disclosed or furnisheddated as of September 21, or which 2020, and including, for the Receiving Party avoidance of doubt, information ascertained by Recipient or its Representatives otherwise learn through due diligence investigation or obtaindiscussions with employees or other Representatives of the Company, through observation or through analysis of such information, data or knowledge, and shall also be deemed to include November 14, 2008 all together with any notes, analyses, compilations, studies, forecastsinterpretations, interpretations documents or other documents records prepared by the Receiving Party Recipient or any of its Representatives Representatives, to the extent that containsuch notes, reflect analyses, compilations, studies, interpretations, documents or records are based upon, in whole upon or in part, the information delivered, disclosed or furnished to the Receiving Party or its Representatives pursuant heretoreflect 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 the Receiving Party Recipient or its Representatives in breach of the obligations hereunderthis letter agreement, (ii) was within the Receiving PartyRecipient’s possession on a non-confidential basis prior to it being furnished to the Receiving Party Recipient or its Representatives, as applicable, by or on behalf of the Disclosing Party pursuant heretoCompany or any of its Representatives, provided that the source of such information was not known by the Receiving Party Recipient or its Representatives (after due inquiry) 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 Company with respect to such information, (iii) was independently discovered or developed by or on behalf of the Receiving Party or its Representatives without the use of Disclosing Party’s Evaluation Material (as evidenced by the Receiving Party’s written records) or (iv) becomes available to the Receiving Party Recipient on a non-confidential basis from a source other than the Disclosing Party Company or any of its Representatives, provided that such source is not known by the Receiving Party Recipient or its Representatives (after due inquiry) 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 Company with respect to such information. For information or (iv) is or was independently developed by the duration Recipient without the use of this letter agreement and a period of three (3) years after its expiration or terminationreliance upon any Evaluation Material, each Party shall treat all Evaluation Material received from the other Party in connection with the Purpose (as defined below) as confidential and not disclose such Evaluation Material to any other person, company or firm other than as expressly permitted hereunder and would use such Evaluation Material only for the Purpose (as defined below)demonstrated by contemporaneous written records.