Should Seller without Buyer’s prior written consent and authorization, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute or repair, a Buyer good, Buyer, in any adjudication or otherwise, may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used in whole or in part, directly or indirectly, any of Buyer’s property, as set forth herein, in such design or manufacture of such goods. Further, Buyer shall have the right to audit all pertinent records of Seller, and to make reasonable inspections of Seller facilities, to verify compliance with this Section.
Should Seller without Buyer’s prior written consent, design or manufacture for sale to any person or entity other than Buyer any goods substantially similar to, or which reasonably can substitute for or replace, a good covered by an Order, in any adjudication or otherwise, Buyer may require Seller to establish by clear and convincing evidence that neither Seller nor any of its employees, contractors or agents used, in whole or in part, directly or indirectly, any of Buyer’s property or Confidential Information (as defined in Section 15) in such design or manufacture.
