7. CONFIDENTIALITY. Boiler Bay and Licensee will hold in strict confidence the terms of this Agreement and any other information provided by one party (the “Disclosing Party”) to the other (the “Receiving Party”) under this Agreement and identified as confidential or defined herein as Confidential Information. “Confidential Information” means the proprietary and confidential information of either party, including, without limitation, all information, software, email correspondence, client names, know-how, marketing and development plans, techniques and materials, and other information related to clients, price lists, pricing policies and financial information, and technical and product information, methods of production, use, operation and application: which are not generally known to the public; and in which such party or its suppliers or clients has rights. Information shall not be considered Confidential Information if the Receiving Party demonstrates that such information: (i) is or becomes a part of the public domain through no act or omission of the other party; or (ii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iii) is developed by any supplier, partner, officer, director or employee of the Receiving Party who had no access to the disclosed information as demonstrated by bona fide evidence in the Receiving Party’s possession; or (iv) was previously known by the Receiving Party without confidentiality constraints; or (v) is disclosed by either party through the operation of law. In the event of a dispute about whether information qualifies as Confidential Information or not, the Receiving Party shall bear the burden of proof of demonstrating by clear and convincing evidence that the information falls under one of the above exceptions. Each party shall use the Confidential Information of the other party solely in the performance of its business obligations under this Agreement, exercising the highest degree of care in the protection of such Confidential Information as it affords its own Confidential Information, and shall not disclose the Confidential Information other than 1) to its affiliates and only those of its employees and representatives who need to know the Confidential Information to perform the Agreement; or 2) as required by law or court order (provided that the party with rights in the Confidential Information was provided with prompt notice of the legal requirement for the disclosure of the Confidential Information). Each party shall use commercially reasonable efforts (by instruction, agreement or otherwise), and in no event less than the same efforts such party uses to protect its own valuable proprietary information and data, to maintain the confidentiality of the Confidential Information of the other party. Upon termination of this Agreement for any reason, the Receiving Party shall return to the Disclosing Party all Confidential Information, and shall not make copies of the same, except as strictly necessary for archival purposes and to fulfill those obligations or exercise those rights that survive termination as set forth in Section 6.1 (Term and Termination) and Appendix B (Termination). The provisions of this Section 7 are necessary for the protection of the business and goodwill of Disclosing Party and are considered by the Receiving Party to be reasonable for such purpose. The Receiving Party agrees that any breach of this Section 7 will cause Disclosing Party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies that may be available, Disclosing Party shall have the right to seek specific performance and other injunctive