9. Intellectual property rights indemnity
(a) Philips, at its sole expense, shall: (i) defend any legal proceeding brought by a third party against Buyer to the extent that the proceeding includes a claim that any Product as furnished by Philips under an Agreement directly infringes the claimant’s patent, copyright, trademark, or trade secret at the time of delivery; and (ii) hold Buyer harmless against damages and costs awarded by final judgment in such proceeding to the extent directly and solely attributable to such infringement.
(b) Philips shall have no obligation or liability to Buyer under Section 9 (a)
(1) if Philips is not: (i) promptly notified in writing of any such claim; (ii) given the sole right to con-trol and direct the investigation, preparation, defense and settlement of such claim, including the se-lection of counsel; and (iii) given full reasonable assistance and cooperation by Buyer in such investi-gation, preparation, settlement and defense;
(2) if the claim is made after a period of 2 years from the date of delivery of the Product;
(3) to the extent that any such claim arises from: (i) modification of the Product if the claim of in-fringement would have been avoided by use of the unmodified Product; or (ii) design, specifications or instructions furnished by Buyer;
(4) to the extent the claim is based directly or indirectly upon the quantity or value of products manu-factured by means of the Product or upon the frequency of use or the amount of use of the Product irrespective of whether such claim alleges that the Product as such, or its use, infringes or contributes to the infringement of any intellectual property rights of the claimant;
(5) for unauthorized use or distribution of the Product or use beyond the specifications of the Product;
(6) to the extent any such claim arises from Buyer's manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Product after Philips’ notice to Buyer that Buyer should cease any such activity, provided such notice shall only be given if the Product is, or in Philips’ opinion is likely to become, the subject of such a claim of infringement;
(7) to the extent the claim is based on any prototypes, or Open Source Software, or software provided by Buyer or any of its designees to Philips and/or its affiliates;
(8) to the extent any such claim arises from any infringement or alleged infringement of third party's intellectual property rights covering a standard set by a standard setting body and/or agreed between at least two companies,
(9) for infringement of any third party's intellectual property rights covering the manufacture, testing or application of any assembly, circuit, combination, method or process in which the Product may have been used, or
(10) for infringement of any third party's intellectual property rights with respect to which Philips or any of its affiliates has informed Buyer, or has published (in a datasheet or other specifications con-
cerning the Product or elsewhere) a statement, that a separate license has to be obtained.
For such claims of infringements referred to in this Section 8(b), Buyer shall indemnify Philips and its affiliates against and hold them harmless from any damages or costs arising from or connected with such claims and shall reimburse all costs incurred by Philips and its affiliates in defending any claim, demand, suit or proceeding for such infringement, provided Philips gives Buyer prompt notice in writ-ing of any such suit or proceeding for infringement.
(c) If any Product is, or in Philips’ opinion is likely to become, the subject of a claim of infringement as referred to under 9 (a) above or if Philips receives from a third party claiming infringement of third party IPR in relation to any of the Products, Philips shall have the right, at its sole option, to: (i) pro-cure for Buyer the right to continue to use or sell the Product; (ii) provide replacement with a non-infringing product, or (iii) modify the Product in such a way as to make the modified Product non-infringing. If any such remedies fail, Buyer may cancel the Agreement or reduce the purchase price accordingly.
(d) Claims and rights according to Section 9 (c) are subject to a statute of limitations according to Sec-tion 8 (f).
(e) Subject to the exclusions and limitations set forth in Section 10 of the Terms and Conditions, the foregoing states Philips’ entire liability and obligation to Buyer and Buyer’s sole remedy with respect to any actual or alleged infringement of any intellectual property rights or any other proprietary rights of any kind.