Common use of Evaluation Material Clause in Contracts

Evaluation Material. The term “Evaluation Material” shall mean all oral, written, tangible and/or intangible information and any other material in any form concerning the disclosing party which is furnished to receiving party or its Representatives on or after the date of this letter agreement by the disclosing party, together with any notes, analyses, compilations, studies, interpretations, documents or records prepared by receiving party or any of its Representatives, to the extent that such notes, analyses, compilations, studies, interpretations, documents or records contain 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 receiving party or its Representatives in breach hereof, (ii) was within receiving party’s possession prior to it being furnished to receiving party by or on behalf of the disclosing party pursuant hereto, provided that the source of such information was not known by receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party with respect to such information, (iii) becomes available to 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 receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party with respect to such information, or (iv) is independently developed by receiving party or its Representatives. Prior to any disclosure of research and development technical information hereunder, the disclosing party shall provide the receiving party an agenda indicating that such information will be provided and/or describe such information in general terms. Each party shall have the right to refuse (by writing notice) to accept any information under this letter agreement prior to any disclosure; information disclosed by the disclosing party despite such a refusal is not covered by the confidentiality obligations under this agreement and shall not be considered Evaluation Material. The receiving party shall bear the burden of proving the applicability of the provisions of this paragraph in any dispute between the parties.

Evaluation Material. The term “"Receiving Party" shall mean a Party that receives Evaluation Material from the other Party pursuant to this Agreement, and the term "Disclosing Party" shall mean a Party to this Agreement that provides or discloses its Evaluation Material to a Receiving Party. As a condition to the furnishing of Evaluation Material to the partners, directors, officers, employees, agents or advisors of a Party, including without limitation attorneys, accountants, consultants, bankers, other sources of financing and capital and financial advisors (collectively, "Representatives"), each Party agrees and shall cause its Representatives to treat such information in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions hereinafter set forth. The term "Evaluation Material” shall mean " means any and all oralinformation, written, tangible and/or intangible information and any other material in any form or medium, concerning the disclosing party which Disclosing Party (whether prepared by the Disclosing Party, its advisors or otherwise and irrespective of the form of communication and whether it is labeled or otherwise identified as confidential) that is furnished to receiving party the Receiving Party or to its Representatives by or on or after behalf of the date of this letter agreement by the disclosing partyDisclosing Party. In addition, together with any "Evaluation Material" shall be deemed to include all notes, analyses, compilations, studies, interpretations, interpretations and other documents or records reports prepared by receiving party a Receiving Party or any of its RepresentativesRepresentatives which contain, reflect or are based upon, in whole or part, the information furnished to the extent that such notes, analyses, compilations, studies, interpretations, documents Receiving Party or records contain such informationits Representatives pursuant hereto. Notwithstanding any other provision hereof, the The term "Evaluation Material shall Material" does not include information which which: (ia) is or becomes generally available to the public generally (other than as a result of a disclosure by receiving party the Receiving Party or one of its Representatives in breach hereof, Representatives); (ii) was within receiving party’s possession prior to it being furnished to receiving party by or on behalf of the disclosing party pursuant hereto, provided that the source of such information was not known by receiving party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the disclosing party with respect to such information, (iiib) becomes available to receiving party the Receiving Party on a non-confidential basis from a source other than the disclosing party Disclosing Party or any one of its Representatives, provided that such source is not known by receiving party not, to be the knowledge of the Receiving Party after reasonable inquiry, bound by a confidentiality agreement with, with or other contractual, legal or fiduciary obligation of confidentiality to, to the disclosing party Disclosing Party or any other person with respect to such information, ; or (ivc) is has been independently acquired or developed by receiving party or the Receiving Party without violating any of its Representatives. Prior to any disclosure of research and development technical information hereunder, the disclosing party shall provide the receiving party an agenda indicating that such information will be provided and/or describe such information in general terms. Each party shall have the right to refuse (by writing notice) to accept any information under this letter agreement prior to any disclosure; information disclosed by the disclosing party despite such a refusal is not covered by the confidentiality obligations under this agreement and shall not be considered Evaluation Material. The receiving party shall bear Agreement, as demonstrated by the burden of proving the applicability of the provisions of this paragraph in any dispute between the partiesReceiving Party.