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iv. Copy of Customer Data. Upon Customers written request, Sensus will provide Customer a quote to deliver a CMEP file consisting of the most recent 60
<br />days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon Customers acceptance of the quote.
<br />F. Data Privacy. Customer acknowledges that Sensus and Its Affiliates (collectively, "Xylem") will collect and process personal data for the purposes outlined in
<br />this Agreement Xylem's data privacy policy Is available at hfps://www.xylem.com/on-ustsupporUprivaGy/. Customer acknowledges that It has read and
<br />understood Xylem's privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by Customer Is Customers
<br />responsibility.
<br />G. Confidentiality. Except as maybe required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement,
<br />both partles shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third
<br />party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party, Notwithstanding the foregoing,
<br />"Confidential Information'shall not Include; (1) any Information that is in the public domain other then due to Recipient's breach of this Agreement; (11) any
<br />Information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (III) any information Independently developed by the
<br />Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser means either party that discloses Confidential Information, and
<br />"Reciplent" means either party that receives it.
<br />H. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of
<br />acceptance and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which
<br />may render Sensus liable for a violation of applicable laws.
<br />I. Export Control Laws. Customer shall; (1) comply with all applicable U.S. and beat laws and regulations governing the use, export, Import, re-export,
<br />and transfer of products, technology, and services; and (11) obtain all required authorizations, permits, and licenses. Customer shall Immediately notify
<br />Sensus, and Immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the
<br />equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws, By ordering equipment,
<br />software or services, Customer certifies that it Is not on any U.S, government export exclusion list.
<br />It. AMI-Coruuptln Lem. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C, % 78dd-1, at seq.; laws and
<br />regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials In International Business Transactions; the U.N.
<br />Convention Against Corruption; the Inter -American Convention Against Corruption; and any other applicable laws and regulations relating to antF
<br />corruption in the Customers county or any country where performance of this Agreement, or delivery or use of equipment, software or services will
<br />occur.
<br />I. Non -Waiver of Rights. A waiver by either parry of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
<br />provisions of this Agreement will not in anyway affect, limit or waive that party's right to enforce and compel strict compliance with the same orother articles or
<br />provisions.
<br />J. Assignment and Sub -contracting. Either parry may assign, transfer or delegate this Agreement without requiring the other party's consent (1) to an Affiliate;
<br />(11) as pad of a merger; or (III) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this
<br />Agreementwithout the prior written consent of the other, which consent shall not be unreasonably withheld, Furthermore, Customer acknowledges Sensus
<br />may use subcontractors to perform RF Field Equipment installation, the systems Integration work (if applicable), or project management (If applicable), without
<br />requiring Customers consent.
<br />K. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by loth Customer and by a vice president (or
<br />higher) of Sensus.
<br />L. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the taws of the State of
<br />California. Any and all disputes arising under, out of, or In relation to this Agreement, its negotiation, performance or termination ("Disouba") shall first be
<br />resolved by mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT
<br />THERE SHALL BE NO JURY IN ANY DISPUTES.
<br />M. Acknowledgement of Events. The Parties acknowledge and agree that the global COVIO-19 pandemic ("COVID-19') Is ongoing, dynamic, unpredictable,
<br />and as such may Impact the ability of Sensus to meet its obligations under this Agreement The Parties agree that, for so long as there Is an Impact of COVID.
<br />19 on Sensus' performance, all performance efforts by Sensus will be on a reasonable efforts basis only and Sensus shall not be responsible for failure to
<br />meet Its obligations, to the extent that it is precluded from doing so as a result of COVID-19. The PaNes shall work, in good faith, to make any reasonable
<br />adjustments that may be required as a result of COVID-19.
<br />N. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
<br />expiration.
<br />0. Severability. In the event any provision of this Agreement Is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the
<br />remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as
<br />possible; and the Agreement, as so modified, will continue to be in full force and effect.
<br />P. Four Comers. This written Agreement, including all of Its exhibits, represents the entire understanding between and obligations of the parties and supersedes
<br />all prior understandings, agreements, negotiations, and proposals, whetherwritlen or oral, format or informal between the parties. Any additional writings shall
<br />not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no
<br />Implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that Induced this Agreementthat are not
<br />Included in It. The ONLY operative provisions are set forth in writing In this Agreement. Without limiting the generality of the foregoing, no purchase order
<br />placed by or on behalf of Customer shalt alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes
<br />only, even if they have terms and conditions printed on them and even If and when they are accepted and/or processed by Sensus. Any goods, software or
<br />services delivered or provided in anticipation of this Agreement (for e.g., as pad of a pilot or because this Agreement has not yet been signed but the parties
<br />have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and It
<br />replaces and supersedes any such purchase orders.
<br />0. Counterparts. This Agreement may be executed In any number of counterparts, each of which shall be deemed an original, but all of which together shall
<br />constitute one and the same Instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an
<br />original for all purposes.
<br />Definitions. As used In this Agreement, the following terms shall have the following meanings:
<br />A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "control" of an entity means the ownership,
<br />directly or Indirectly, of 50%or more of either, (1) the shares or other equity In such entity; or of) the voting rights In such entity.
<br />B. "ConNdenual Inlbrmaflon" means any and all non-public information of either party, Including all technical information about either parly's products or services, pridng
<br />Information, marketing and marketing plans, Customer's End Users' data, FlexNet System performance, FlexNet System architecture and design, FlexNet System
<br />software, other business and financial IMomis0on of either party, and all trade secrets of either party.
<br />C. "End Usee means any end user of electricity, water, andlorgas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable.
<br />D, "Field Devices" means the SmarlPolntModules .
<br />E. "F/exNef Base Sfatfon" Identifies the Sensus manufactured device consls0ng of one transceiver, to be located on a lower that receives readings from the SmartPolnt
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