definiens: shall mean the terms of this Agreementand all confidential information concerning the Purchaser, the Business and the Assets, including client and customerlists, trade secrets, data, information, documents, inventions, developments, or forms owned or used by the Seller ( onor prior to the Closing Date ) included in the Assets transferred to the Purchaser pursuant to this Agreement, whetheror not any of the foregoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection;provided however, that the Seller may disclose any Proprietary Information solely to the extent and in thecircumstances reasonably ( i ) needed to be disclosed to a court of competent jurisdiction in order for the Seller topursue any claim against ( x ) the Purchaser hereunder or ( y ) any other person pursuant to Section 5.3 ; ( ii ) required tobe disclosed by a court of competent jurisdiction ; or ( iii ) required by Law to be disclosed to a Governmental Entity;provided, however, that the Seller provides to the Purchaser reasonable advance opportunity, where practicable, toseek in camera or other protection with respect to such disclosure