Evaluation Material. Means information concerning the Provider or its business, financial condition, operations, assets or liabilities, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, whether or not marked, designated or otherwise identified as "confidential," and whether provided by Provider or any of its Representatives. Evaluation Material includes, without limitation, (i) design, technical, customer, product, service, financial and/or business information or... concepts in written, graphic, oral or other tangible or intangible forms including, without limitation, drawings, schematics, know-how, notes, models, financial reports and projections, reports, research, contracts, mock-ups, release schedules, samples, specifications, product features, records, data and computer programs, (ii) any confidential information about or received from a third party that the Company is obligated to keep confidential, which is included with, or incorporated in, any information provided by the Provider to the recipient or its Representatives, and (iii) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations or other materials prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any Evaluation Material. The term Evaluation Material does not include information which (i) is generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in breach of this Agreement, (ii) was within the Recipient's possession prior to its being furnished to the Recipient by or on behalf of the Provider, provided that the source of such information was not known by Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, (iii) is or becomes available to the Recipient on a non-confidential basis from a source other than the Provider or its Representatives, provided that such source is not known by Recipient or its Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Provider with respect to such information, or (iv) has been or becomes independently developed by employees of Recipient who have not had any access to the Evaluation Material.View More
