Article 19. AUDIT
(1) TDK may audit any and all of Seller’s documents, data and records whether in tangible form or electronic data, including those of Seller’s subcontractors (hereinafter called “Documents”) in relation to the performance of this Agreement. Upon TDK’s request, Seller and its subcontractors shall promptly report or provide such documents to TDK.
(2) Seller and its subcontractors shall maintain and preserve all of Documents for a period of ten (10) years after the date of origination of each document. Furthermore, Seller and its subcontractors warrant that Documents disclosed or provided to TDK hereunder shall be true and accurate as of the date provided.
(3) Seller and its subcontractors shall provide TDK and the third party designated by TDK with reasonable access to its factory and cooperate with the audit implemented by TDK. The audit hereunder includes, but is not limited to, the inspection of TDK’s Property. TDK may request improvements which may be deemed necessary through the audit.
Article 20. INDEMNITY OF INTELLECTUAL PROPERTY RIGHTS
(1) Seller warrants and represents that the Products to be delivered by Seller to TDK do not infringe any patent, utility model registration, mask works, copyright or any other intellectual property rights owned by a third party in any country of the world (hereinafter called "Intellectual Property Rights"), except for those features which were specifically designated or instructed by TDK's drawings. Seller agrees to hold harmless TDK and its customers from any claim, liabilities, damages, expenses and costs (including reasonable attorney's fees) in relation to or arising out of the claim or litigation by a third party because of the alleged infringement of Intellectual Property Rights.
(2) In the event that any claim is made or any litigation is initiated against TDK or any customers of TDK for the reason that the Products infringe any Intellectual Property Rights, TDK shall inform Seller of such a claim or litigation without delay after TDK becomes aware thereof, and in such a case, Seller shall, at its own cost or expense:
A. (a) obtain a license under Intellectual Property Rights for the benefit of TDK and its customers so
that TDK and its customers may continue to purchase and use the Products;
(b) replace the Products with the Products of same or superior quality and function which do not
infringe Intellectual Property Rights; and/or
(c) modify the Products in such a way that neither quality nor function is reduced or impaired so as to avoid the alleged infringement of Intellectual Property Rights, and
B. defend TDK and its customers at Seller's cost in said litigation and otherwise take every possible action including an invalidation action or a revocation action of such Intellectual Property Rights. If there is any litigation initiated by the owner of Intellectual Property Rights against TDK or its customers, Seller shall, at its own cost and expense, settle or resolve the litigation, provided that Seller shall have the right to appoint the attorney(s) representing TDK and/or its customers and control the prosecution of the litigation and any other actions which Seller may take, and TDK may appoint, at its own cost and expense, additional attorney(s) to assist and cooperate with the attorney(s) appointed by Seller.
(3) Seller shall pay TDK any damages and losses which TDK or its customers may suffer due to the replacement, modification or judgment, award or costs related to the litigation and other actions mentioned in this article (2) above. In addition to any other rights or remedies available to TDK, TDK shall have the right to deduct from the purchase price of the Products any licensing fees, royalties or other payments made and/or accrued by TDK on account of claims falling within the scope of this Patent Indemnity.