(C) WHEREAS, each Discloser (as defined below) wishes to ensure that such Confidential Information (as defined below) disclosed to the Recipient (as defined below) in the course of the negotiations regarding the Proposed Transaction remains confidential and is not used by the Recipient for any purpose other than the Permitted Purpose (as defined below); and
(D) WHEREAS, this Agreement sets out the terms upon which each Discloser agrees to provide the Recipient with such ConfidentialInformation.