<|begin_of_text|><|start_header_id|>system<|end_header_id|>Autocomplete the given text which is the part of a Non disclosure agreement.<|eot_id|>
        <|start_header_id|>user<|end_header_id|>Exhibit (d)(2) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is made by and between RetailMeNot, Inc. (“RetailMeNot”), and Valassis Communications, Inc. (“Valassis”). 1. Background. RetailMeNot and Valassis intend to engage in discussions and negotiations concerning a possible transaction involving RetailMeNot and/or its Affiliates in which Valassis and/or one or more of its Affiliates would acquire all or a substantial portion of the equity interests or business of RetailMeNot (“Possible Transaction”). An “Affiliate” of a specified person or entity includes any other person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified person or entity. For the purpose of evaluating, discussing, negotiating and/or implementing the Possible Transaction (the “Purpose”), it is anticipated that certain confidential information concerning each party (in such capacity, the “Disclosing Party”) and/or its respective Affiliates, including without limitation, confidential information and materials developed by or concerning the business, operations, plans, procedures, properties, assets, locations and financial affairs, pricing, supplier and customer information, names and expertise of employees and consultants, trade secrets and intellectual property of the Disclosing Party and/or its Affiliates, and past, present or future products or services, research, development, improvements, procedures, processes, techniques, designs, data, drawings, compilations, information, and technical information and data related to the business affairs and operations of the Disclosing Party and/or its Affiliates (the “Confidential Information”) has been disclosed or delivered or will be disclosed or delivered, whether disclosed orally or disclosed or delivered in written, electronic or other form or media, by or on behalf of the Disclosing Party to the other party (in such capacity, the “Recipient”) and to certain of its Affiliates, and its and their respective general partners, managing members, directors, officers, employees, advisors and other representatives of the Recipient or such Affiliates, including attorneys, accountants, consultants, investment bankers and financing sources (collectively, “Representatives”). The Recipient may disclose Confidential Information to Representatives who have a need to know such information in connection with the Purpose and whom the Recipient shall make aware of, and direct to comply with, the terms set forth herein. The Recipient shall be responsible for any breach or failure to perform obligations expressly applicable to Representatives under this Agreement by its Representatives. Notwithstanding anything to the contrary in this Agreement, Valassis will not share, and will not permit its Affiliates or Representatives to share, any Confidential Information with financing sources without the prior written consent of RetailMeNot, which consent shall not be unreasonably withheld. RetailMeNot hereby consents to Credit Suisse Group AG and Bank of America Corporation and each of their respective Affiliates serving as debt financing sources to Valassis and/or its Affiliates. 2<|eot_id|>
        <|start_header_id|>assistant<|end_header_id|>. Confidential Information. As used in this Agreement, the term “Confidential Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives to the extent they contain, reflect<|eot_id|>