|
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 IPI, 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 Sensus P. 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. "Customer Data" means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not include non -End
<br />User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like.
<br />iii. Consent to Use of Customer Data. 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 Service;
<br />(3) analyze and improve any Sensus equipment or software; or (4) for any other internal use. As used herein, "Service" means Sensus' obligations under
<br />this Agreement.
<br />iv. Access to Customer Data. Within 45 days of Customer's written request, Sensus will provide Customer a copy of the previous 24 months CMEP interval
<br />file and deliver the file to a drop location specified by Customer.
<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 https://www.xylem.com/en-us/supporVpdvacy/. 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 Customer's
<br />responsibility.
<br />G. Confidentiality. Except as may be required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement,
<br />both parties 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; (i) any information that is in the public domain other than due to Recipient's breach of this Agreement; (ii) any
<br />Recipientan.,..he
<br />t in the possession of the Recipient without restriction' prior to disclosure by the Discloser; or (iii) any information independently developed by the
<br />without reliance on the information disclosed hereunder by the Discloser. "Discloser means either party that discloses Confidential Information, and
<br />"Recipient' 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 acceptance
<br />and as maybe amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which may render
<br />Sensus liable for a violation of applicable laws.
<br />I. Export Control Laws. Customer shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export, and
<br />transfer of products, technology, and services; and (ii) obtain all required authorizations, permits, and licenses. Customer shall immediately notify Sensus,
<br />and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the equipment,
<br />software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment, software or services,
<br />Customer certifies that it is not on any U.S, government export exclusion list.
<br />ii. Anti -Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, et 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 anti -corruption
<br />in the Customer's county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur.
<br />I. Non -Waiver of Rights. A waiver by either party 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 any way affect, limit or waive that party's right to enforce and compel strict compliance with the same or other articles or
<br />provisions.
<br />J. Assignment and Sub -contracting. Either party may assign, transfer or delegate this Agreement without requiring the other party's consent; (i) to an Affiliate;
<br />(ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transferor delegate this
<br />Agreement without 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 Customer's consent.
<br />K. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both 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 laws of the State of Texas.
<br />Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination ('Dispute ") shall first be resolved by
<br />mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL
<br />BE NO JURY IN ANY DISPUTES.
<br />M. Acknowledgement of Events. The Parties acknowledge and agree that the global COVID-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 Parties 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 possible;
<br />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 and the Spectrum Lease, represents the entire understanding between and obligations of
<br />the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties.
<br />Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic
<br />or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced
<br />this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the
<br />foregoing, no purchase order placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for
<br />administrative purposes only, even if they have terms and conditions printed on them and even if and when they are accepted andlor processed by Sensus.
<br />Any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not yet been
<br />signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement
<br />upon its execution and it replaces and supersedes any such purchase orders.
<br />Confidential I Page 3 of 12
<br />
|