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this Agreement. Prior to cutover of the System, <br />the Contractor Project Manager shall be available <br />eight (8) hours per day five (5) days per week, <br />excluding holidays and weekends. From time to <br />time it may be necessary to adjust those hours to <br />support specific project goals and objectives. <br />Such adjustments shall be made as agreed to by <br />both parties. During any Reliability Testing <br />period described in the Statement of Work with <br />respect to any Visiphor Application, the <br />Contractor Project Manager must be available on a <br />twenty four (24) hour basis, seven (7) days per <br />week. <br />(d) If Client should desire that Visiphor replace its <br />Project Manager or any other personnel assigned to <br />assist the project, such request shall be made in <br />writing, include the Client's basis for the <br />request, and delivered in accordance with Section <br />7.11 hereof. Visiphor's compliance with such <br />requests shall not be unreasonably withheld. <br />7.13.11 Patents and Royalties. The Contract Price <br />specified herein is deemed to include all <br />royalties or license fees arising from the use of <br />any design, device or materials or other <br />component specified in the Project Deliverables <br />that are covered by patent, trademark or <br />copyright, and the Contractor expressly warrants <br />that by executing this Agreement, the City is <br />entitled to use each such component without <br />infringing upon any patent, trademark or <br />copyright. The Contractor represents that it has <br />secured all necessary licenses, sublicenses, <br />consents or approvals to use all components of <br />the System specified in the Project Deliverables, <br />including, without limitation, all software, and <br />to license, sublicense or resell such components <br />under the Contractor's name. The Contractor <br />covenants to defend, indemnify and hold harmless <br />the City from any loss, claim or liability in any <br />way related to a claim that the City is violating <br />laws or any contractual provisions relating to <br />trade names, licenses, franchises, patents or <br />other means of protecting interests in any <br />components of the System specified in the Project <br />Deliverables. In case a Visiphor Application <br />Primary Agreement June 15, 2006 Page 31 <br />