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Exhibit A
<br />Software
<br />Software as a Service
<br />1. Description of Services.
<br />This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both; (i) pricing for the application of Software as a Service has
<br />been provided to the Customer; and (ii) the Customer is current in its payments to Sensus' authorized distributor for such application of Software as a Service.
<br />A. Software as a Service Generally.
<br />Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of
<br />Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center,
<br />network equipment, Sensus software, and all third -party software) required to run and operate the application. These software applications consist of the following
<br />(each an 'Application ):
<br />Regional Network Interface (RNI) Software
<br />Sensus Analytics
<br />o Enhanced Package
<br />The managed application systems consist of the hardware, Sensus Software, and other third -party software that is required to operate the software applications.
<br />Each Application will have a production, and Disaster Recovery (as described below) environment Test environments are not provided unless otherwise
<br />specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the
<br />Applications.
<br />B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to Customer to access and use
<br />solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service. The
<br />Software as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use, and ends upon the earlier of:
<br />(i) the expiration or termination of the Agreement; (ii) breach by Customer of this exhibit or the Agreement; or (iii) Customer's termination of Software as a Service
<br />as set forth in paragraph (C) below.
<br />C. Termination of an Application. Customer shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one
<br />hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application,
<br />Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus
<br />a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b)
<br />Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment
<br />but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware from a
<br />third party and (b) RNI software license at Sensus' then -current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI
<br />hardware or software license.
<br />D. Software as„a,Service means on the following services:
<br />L Sensus will provide the use of required hardware, located at Sensus' or a third -party's data center facility (as determined by Sensus), that is necessary to
<br />operate the Application.
<br />ii. Sensus will provide production and disaster recovery environments for Application.
<br />iii. Sensus will provide,patches, updates, and upgrades to latest Sensus Hosted Software release.
<br />iv. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers:
<br />(a) Network addresses and virtual private networks (VPN)
<br />(b) Standard time source (NTP or GPS)
<br />(c) Security access points
<br />(d) Respond to relevant alarms and notifications
<br />v. Capacity and performance management. Sensus will:
<br />(a) Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to
<br />proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage,
<br />etc.)
<br />(b) If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per
<br />Exhibit B, Technical Support.
<br />(c) Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration
<br />and change management policies and procedures.
<br />(d) Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration
<br />and change management policies and procedures.
<br />(e) Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels, and
<br />Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change management
<br />policies and procedures.
<br />Database management. Sensus will:
<br />(a) Implement the data retention plan and policy, and will provide the policy upon request.
<br />(b) Monitor space and capacity requirements.
<br />(c) Respond to database alarms and notifications.
<br />(d) Install database software upgrades and patches.
<br />(e) Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes,
<br />consistency checks, run SQL query/agent jobs, etc.
<br />Incident and Problem Management. Sensus will:
<br />(a) Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and identify incidents.
<br />(b) Respond to incidents and problems that may occur to the Application(s).
<br />(c) Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
<br />(d) Correlate incidents and problems where applicable.
<br />Confidential I Page 5 of 12
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