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<br />'-. <br /> <br />Deliverables, including, without limitation, all <br />software, and to license, sublicense or resell <br />such components under the Contractor's name. The <br />Contractor covenants to defend, indemnify and hold <br />harmless the City from any loss, claim or <br />liability in any way related to a claim that the <br />City is violating laws or any contractual <br />provisions relating to trade names, licenses, <br />franchises, patents or other means of protecting <br />interests in any components of the System <br />specified in the Project Deliverables. In case a <br />Positron Application delivered under this <br />Agreement is held to be infringing and its use is <br />enjoined, the Contractor, at its option and <br />expense, shall: (a) secure for the City the right <br />to continue using such Positron Application by <br />suspension of any injunction or by procuring any <br />necessary license or sublicense for the City; or <br />(b) modify such component so that it becomes non- <br />infringing; or (c) remove such Positron <br />Application and refund all sums paid therefore <br />without prejudice to any other rights of the City. <br />These covenants shall survive the termination of <br />this Agreement and are in addition to any other <br />rights or remedies of the City specified in this <br />Agreement or otherwise provided by law. <br /> <br />\...; <br /> <br />7.13.13 <br /> <br />Resolution of Disputes. <br /> <br />(a) The parties to this Agreement shall exercise their <br />best efforts to negotiate and settle promptly any <br />dispute that may arise with respect to this <br />Agreement in accordance with the provisions set <br />forth in this Section 7.13.12(a). <br /> <br />(i) If either party (the "Disputing Party") <br />disputes any provision of this Agreement, or <br />the interpretation thereof, or any conduct by <br />the other party under this Agreement, that <br />party shall bring the matter to the attention <br />of the other party at the earliest possible <br />time in order to resolve such dispute. <br /> <br />(ii) If such dispute is not resolved by the <br />employees responsible for the subject matter <br />of the dispute within ten (10) business days, <br />the Disputing Party shall deliver to the <br />first level of representatives below a <br />written statement (a "Dispute Notice") <br />describing the dispute in detail, including <br />any time commitment and any fees or other <br />costs involved. <br /> <br /> <br />~ (iii)Receipt by the first level of representatives <br />of a Dispute Notice shall commence a time <br /> <br />Primary Agreement Page 32 <br />