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(d) If Client should desire that TriTech 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. TriTech shall have a reasonable <br />period of time in which to provide replacement <br />personnel, and TriTech's compliance with such <br />requests shall not be unreasonably withheld. <br />7.13.12 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 component <br />specified in the Project Deliverables that are <br />covered by patent, trademark or copyright, and the <br />Contractor expressly warrants that by executing <br />this Agreement, the City is entitled to use each <br />such component without infringing upon any patent, <br />trademark or copyright. The Contractor represents <br />that it has secured all necessary licenses, <br />sublicenses, consents or approvals to use all <br />components of the System specified in the Project <br />Deliverables, including, without limitation, all <br />software, and to license, or if applicable <br />sublicense or resell such components under the <br />Contractor's name. The Contractor covenants to <br />defend, indemnify and hold harmless the City from <br />any loss, claim or liability in any way related to <br />a claim that the City is violating laws or any <br />contractual provisions relating to trade names, <br />licenses, franchises, patents or other means of <br />protecting interests in any components of the <br />System specified in the Project Deliverables. <br />7.13.13 Resolution of Disputes. <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 7.13.13(a). <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 />(ii) If such dispute is not resolved by the <br />employees responsible for the subject matter <br />Primary Agreement Page 33 <br />