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Agreement
<br />1, General
<br />A. Agreement Generally. The scope of this Agreement includes usage terms for Sensus' hosted Software solution, technical support, and supporting terms and
<br />conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus' authorized distributor. Customer is not paying Sensus
<br />directly for the services provided by Sensus under the Agreement; rather, Customer shall pay Sensus' authorized distributor pursuant to a separate agreement
<br />between Customer and such authorized distributor.
<br />2. Software.
<br />A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so lonlf as Customer is current in its
<br />payments for such services.
<br />B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
<br />apply, in whole or in part, to this Agreement.
<br />3. Spectrum
<br />A. Spectrum Lease. The parties previously entered into a spectrum manager lease on 912112015 (the "5r1ectrum Lea,e"), which is hereby specifically incorporated
<br />by reference.
<br />4. Equipment.
<br />A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, "Eauipmeni) from Sensus' authorized
<br />distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized distributor. This
<br />Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If Customer elects
<br />to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Terms of Sale shall apply.
<br />The "Terms of Sale" are available at: httpps:Uwww.sensus.com/tc, or 1 -800 -METER -IT
<br />B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS,
<br />WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS
<br />AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-
<br />INFRINGEMENT AND TITLE.
<br />5. Services.
<br />A. Installation of Equipment. Installation services for Field Devices, other goods, and RF Field Equipment will be as agreed between the Customer and Sensus'
<br />authorized distributor. 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. Sensus' 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 subject
<br />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 systems
<br />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 indemnify and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement
<br />reached from any litigation instituted against Customer in the United States by a third party which alleges that the FlexNet System provided hereunder infringes
<br />upon the patents or copyrights of such third party, provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings.
<br />Notwithstanding the foregoing, Sensus shall have no liability under this indemnity unless Customer cooperates with and assists Sensus in any such proceedings
<br />and gives Sensus written notice of any claim hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim
<br />is related to; (i) any change, modification or alteration made to the FlexNet System by Customer or a third party, (ii) use of the FlexNet System in combination
<br />with any goods or services not provided by Sensus hereunder, (iii) Customer's failure to use the most recent version of the Software or to otherwise take any
<br />corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or instructions provided by Customer or
<br />compliance by Sensus with an industry standard, or (v) any use of the FlexNet System other than for the Permitted Use. In the event the FlexNet System is
<br />adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to
<br />become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (i) procure for Customer the right to continue using the FlexNet
<br />System or (ii) modify or replace the FlexNet System so that it becomes non -infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE
<br />REMEDY AND SENSUS' ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
<br />B. 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 "Causes„ of�,A,,,ction") shall not exceed the greater of; (a) the total amount paid by Customer directly to Sensus
<br />under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). This is so whether the Causes of Action are in tort, including, without limitation, negligence
<br />or strict liability, in contract, under statute or otherwise. As separate and independent limitations on liability, Sensus' liability shall be limited to direct damages.
<br />Sensus shall not be liable for; (i) any indirect, incidental, special or consequential damages; nor (ii) any revenue or profits lost by Customer or its Affiliates from
<br />any End User(s), irrespective whether such lost revenue or profits is categorized as direct damages or otherwise; nor (iii) any In/Out Costs; nor (v) damages
<br />arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure. The limitations on
<br />liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They
<br />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 Customer's 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 Force Majeure, to fulfill its obligations under this Agreement, the obligations
<br />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 reasonable
<br />steps to mitigate the Force Majeure.
<br />E. Intellectual Property Rights.
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