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J. Interference. Customer agrees to report to Sensus promptly, and In no event later than 72 hours afterward, any incident related to the Leased Spectrum,
<br />Including where Customer experiences harmful Interference, receives a complaint or other notice of having caused harmful interference, or receives any type
<br />of communication from the FCC or other government agency regarding radio transmission.
<br />Equipment.
<br />A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, "E u men ) from Sensus'
<br />authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized
<br />distributor. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If
<br />Customer elects to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Tens of
<br />Sale shall apply. The "Terms7erms of Sol e° are available at: h(Ns:4wweensus.corNtc, or 1-800-METER•IT
<br />B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
<br />REPRESENTATIONS, WARRANTIES ANDIOR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN
<br />CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
<br />MERCHANTABILITY, NON -INFRINGEMENT AND TITLE.
<br />Services.
<br />A. Installation of Equipment. Installation services for Field Devices, other goods, and RF Field Equipmentwill be as agreed between the Customer and Sensus'
<br />authorizeddistributor. Sensus will not provide installation services pursuant to this Agreement
<br />B. Technical Support. Sensus shall provide Customer the technical support set forth In Exhibit B.
<br />C. Project Management, Serous' authorized distributor will provide project management services to Customer. Any project management of the FlexNet System
<br />provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work.
<br />D. Training. Sensus' authorized distributor will provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be
<br />subject to a separate agreement which describes the scope and pricing for such work.
<br />E. IT Systems Integration Services. Except as may otherwise be provided herein, integration of the Software Into Customer's new or existing internal IT
<br />systems Is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work,
<br />General Terms and Conditions,
<br />A. Infringement Indemnity. Sensus shall Indemnity and hold harmless Customer from and against any judgment by a court of competent jurisdiction or
<br />settlement reached from any litigation instituted against Customer In the United States by a third party which alleges that the FlexNet System provided
<br />hereunder Infringes upon the patents or copyrights of such third party, provided that Sensus shall have the right to select counsel in such proceedings and
<br />control such proceedings. Notwithstanding the foregoing, Sensus shall have no liability under this Indemnity unless Customer cooperates with and assists
<br />Sensus In any such proceedings and gives Sensus written notice of any claim hereunder within fourteen (14) days of receiving It Further, Sensus shall have
<br />no liability hereunder ff such claim is related to; (1) any change, modification or alteration made to the FlexNet System by Customer or a third party, (11) use of
<br />the FlexNet System In combination with any goods or services not provided by Sensus hereunder, (ill) Customer's failure to use the most recent version of the
<br />Software or to otherwise take any corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or
<br />Instructions provided by Customer or compliance by Sensus with an industry standard, or (v) any use of the FlexNet System other than for the Permitted Use.
<br />In the event the FlexNet System Is adjudicated! to Infringe a patent or copyright of a third party and Its use is enjoined, or, if in the reasonable opinion of
<br />Sensus, the FlexNet System Is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (1) procure for Customer
<br />the right to continue using the FlexNet System or (II) modify or replace the FlexNet System so that it becomes iron -Infringing. THIS SECTION STATES
<br />CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS' ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
<br />S. Limitation of Liability. Sensus' aggregate liability In any and all causes of action arising under, out of or in relation to this Agreement, its negotiation,
<br />performance, breach or termination (collectively "Camas of Action") shall not exceed the greater of; (a) the total amount paid by Customer directly to Sensus'
<br />authorized distributor under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). This Is so whether the Causes of Action are in ton, Including,
<br />without limitation, negligence or strict liability, In contact, understatute or otherwise. As separate and Independent Iimitatlns on liability, Sensus' liability shall
<br />be limited to direct damages. Sensus shall not be liable for; (1) any Indirect, incidental, special or consequential damages; nor (11) any revenue or profits lost by
<br />Customer or Its Affiliates from any End User(s), Irrespective whether such lost revenue or profits Is categorized as direct damages or otherwise; nor (111) any
<br />In/Out Costs; nor (v) damages arising from malnease or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive
<br />water pressure. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering Into this Agreement They apply
<br />unconditionally and in all respects. They are to be Interpreted broadly so as to give Sensus the maximum protection permitted under law.
<br />C. Termination. Either party may terminate this Agreement earlier If the other party commits a material breach of this Agreement and such material breach is not
<br />cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus' and Customers obligations
<br />hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
<br />D. Force Majeure. If either party becomes unable, either wholly or in part by an event of Farce Majeure, to fulfill its obligations under this Agreement, the
<br />obligations affected by the event of Force Majeure will be suspended during the continuance of that Inability. The party affected by the force majeure will take
<br />reasonable steps to mitigate the Force Majeure.
<br />E. Intellectual Property Rights.
<br />I. Software and Materials. No Intellectual Property Is assigned to Customer hereunder, Excluding Customer Data, Sensus shall own or continue to own all
<br />right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, Including any derivations and/or
<br />derivative works (the "Sensus IP"). To the extent, if any, that any ownership Interest In and to such Sensus IP does not automatically vest In Sensus by
<br />virtue of this Agreement or otherwise, and Instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus
<br />all right, title, and Interest that Customer may have in and to such Banana IP. Customer agrees not to reverse engineer any Sensus Products purchased
<br />or provided hereunder.
<br />ii. Customer Data. Notwithstanding the prior paragraph, as between Customer and Sensus, Customer remains the owner of all right title or Interest In orto
<br />any Customer Data. 'CustomerData means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not Include non -
<br />End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status Information or the like,
<br />lit. Consent to Use of Customer Doha. Customer hereby irrevocably grants to Sensus a royalty -free, non-exclusive, Irrevocable right and license to access,
<br />store, and use such Customer Data and any other data or Information provided to Sensus, to (1) provide the Service; (2) analyze and Improve the
<br />Service; (3) analyze and Improve any Sensus equipment or software; or (4) for any other internal use. As used herein, "Service" means Serous'
<br />obligations under this Agreement.
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