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without additional charge but only with ECT's prior written approval which will not be unreasonably withheld, to transfer use of the Property from the Location to such other location in the United States as is an operational location of LICENSEE or entity of which LICENSEE owns a majority and controlling interest, for use on an ECT approved computer system. (6) LICENSEE has the right to replacement software at minimal charge iflost or damaged, or to install the Software on another ECT approved computer system for the purpose of Disaster Recovery testing or actual production usage in the actual occurrence and duration of a disaster. 8. SOFTWARE WARRANTY. (I) Contractor warrants that the Licensed Software and Customized Software accepted by the City will substantially conform to the applicable System Design Specification or the substantially equivalent requirements specifications as they may then be referred to. Each and every deliverable shall be provided in a manner consistent with good commercial practice, free from defects in material and workmanship, and shall conform to the specifications and functional, performance, and reliability requirements as set forth in the Work plan and as otherwise mutually agreed to by the City and Contractor. (2) Documentation Warranties. Contractor warrants that any deliverable consisting of Documentation of a software or hardware deliverable will accurately reflect the operation of said software or hardware deliverable and will enable the City to use, modify, and maintain the Licensed Software and Custom Software. (3) Protection Against Computer Viruses. Contractor understands the importance to the City of protecting all of its machine-readable data and information from all forms of surreptitious or malicious code, including computer viruses. Contractor shall adopt all current versions of all industry standard testing procedures designed to test for and exclude such surreptitious or malicious code from releases ofthe Licensed Software and Custom Software and all other software delivered by Contractor to the City in the expectation that such software shall be used in connection with any of the City's computer systems. Contractor warrants that the Licensed Software and Custom Software and any other software shall be free from any back door, time bomb, drop dead-devise, or other software routing designed to disable a computer program automatically with the passage oftime or under the positive control of persons other than the City's personnel. (4) Warranty of Rights. Contractor warrants that it owns and possesses all rights and interests in the Licensed Software necessary to enter into this Agreement, and has the authority to convey and grant the licenses granted by this Agreement. Contractor shall indemnify and hold City, its City Council, its agents and employees harmless from any loss, damage, or liability for infringement or violation of any United States patent right or copyright, trade secret or other proprietary or intellectual property rights of any third party with respect to the use of the Licensed Software delivered hereunder.