VISIPHOR CORP 1 -2006 - Laserfiche WebLink

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delivered under this Agreement is held to be infringing and its use is enjoined, the Contractor, at its option and expense, shall: (a) secure for the City the right to continue using such Visiphor Application by suspension of any injunction or by procuring any necessary license or sublicense for the City; or (b) modify such component so that it becomes non-infringing; or (c) remove such Visiphor Application and refund all sums paid therefore without prejudice to any other rights of the City. These covenants shall survive the termination of this Agreement and are in addition to any other rights or remedies of the City specified in this Agreement or otherwise provided by law. 7.13.12 Resolution of Disputes. (a) The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section 7.13.12(a). (i) If either party (the 'Disputing Party") disputes any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under this Agreement, that party shall bring the matter to the attention of the other party at the earliest possible time in order to resolve such dispute. (ii) If such dispute is not resolved by the employees responsible for the subject matter of the dispute within ten (10) business days, the Disputing Party shall deliver to the first level of representatives below a written statement (a ~~Dispute Notice") describing the dispute in detail, including any time commitment and any fees or other costs involved. (iii) Receipt by the first level of representatives of a Dispute Notice shall commence a time period within which the respective representatives must exercise their best effort to resolve the dispute. Primary Agreement June 15, 2006 Page 32