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<br /> SEfSUS
<br /> "control"of an entity means the ownership,directly or indirectly,of 50%or more of either; (i)the shares or other equity in
<br /> such entity;or(ii)the voting rights in such entity.
<br /> B. "AMI System"identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules,RF
<br /> Field Equipment, Server Hardware, software licenses, FCC licenses, and other equipment provided to Customer hereunder.
<br /> The AMI System only includes the foregoing, as provided by Sensus. The AMI System does not include goods, equipment,
<br /> software,licenses or rights provided by a third party or parties to this Agreement.
<br /> C. "Automation Devices"identifies RTMs and RTUs.
<br /> D. "Automation Devices Software"identifies the Sensus proprietary software used with Automation Devices and any Patches,
<br /> Updates, Upgrades that are provided to Customer pursuant to the terms of this Agreement,all only to the extent Customer;
<br /> (i)has been provided pricing for that specific item of Automation Devices Software;and(ii)is current in its payments for that
<br /> specific item of Automation Devices Software.
<br /> E. "Available Meter"means an installed Sensus FlexNet meter (with a 5martPoint Module installed) or a Sensus SmartPoint
<br /> Module which has been installed on a third party meter, and which, in either case, is not an Unavailable Meter(or on an
<br /> Unavailable Meter in the case of SmartPoint Modules on third party meters) and which satisfies all of the following criteria:
<br /> (i) it functions properly, and is not a damaged or failed meter; (ii) Intentionally Omitted (iii) it is serviced by RI Field
<br /> Equipment that has not been subjected to a power failure greater than eight(8)total hours; (iv) neither it nor the RF Field
<br /> Equipment that serves that meter has been affected by a Force Majeure event; (v) jamming of the radio spectrum is not
<br /> preventing or interfering with radio communication to or from the meter;(vi)it is installed in the Service Territory;(vii)it has
<br /> not been reported to Customer under Sensus'or Customer's preventative maintenance;(viii)its functioning or performance
<br /> has not been adversely affected by a failure of Customer to perform its obligations or tasks for which it is responsible under
<br /> this Agreement, (ix) its functioning or performance has not been adversely affected by a failure or insufficiency of the back
<br /> haul telecommunications network of Customer for communications among the components of the Sensus AMI System;and
<br /> (x) it has been installed in compliance with the procedures and specifications approved by Customer and Sensus.
<br /> F. "Billing Window"for a meter means the four day period commencing one day prior to the relevant billing day for such meter
<br /> and ending two days after such billing day.The Billing Window for testing purposes shall be agreed by Customer and Sensus.
<br /> G. "Confidential Information"means all information and material provided or made available by the other party that is marked
<br /> as confidential or proprietary or(for orally disclosed information) is identified as confidential or proprietary at the time of
<br /> disclosure and confirmed in writing(including e-mail)as such within fifteen(15)days of the disclosure..
<br /> H. "Echo Transceiver"identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the
<br /> SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base Station.
<br /> I. "End User"means any end user of electricity,water,and/or gas(as applicable)that pays Customer for the consumption of
<br /> electricity,water,and/or gas,as applicable.
<br /> J. "
<br /> K. "Field Devices"means the meters and SmartPoint Modules,and Automation Devices.
<br /> L. "FlexNet Base Station"identifies the Sensus manufactured device consisting of one transceiver,to be located on a tower that
<br /> receives readings from the SmartPoint Modules (either directly or via an Echo Transceiver) by radio frequency and passes
<br /> those readings to the RNI by TCP/IP backhaul communication.For clarity,FlexNet Base Stations include Metro Base Stations.
<br /> M. "Flex Ware"'Software" identifies the Senses proprietary software used in the RNI and any Patches, Updates, and Upgrades
<br /> that are provided to Customer pursuant to the terms of this Agreement.
<br /> N. "Harris Software"means the specific items of software provided by N. Harris Computer Corporation only to the extent
<br /> Customer; (I) has been provided pricing for that specific item of Harris Software; and (ii) is current in its payments for that
<br /> specific item of Harris Software.
<br /> O. "Force Majeure"means an event beyond a party's reasonable control, including,without limitation, acts of God, hurricane,
<br /> flood,volcano,tsunami,tornado,storm,tempest,mudslide,vandalism,illegal or unauthorized radio frequency interference,
<br /> strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics,
<br /> earthquakes,fires,restraints or prohibitions by any court,board,department,commission or agency of the United States or
<br /> any States,any arrests and restraints,civil disturbances and explosion.
<br /> P. "In/Out Costs"means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End
<br /> User's premises and any costs and expenses incurred by Customer in installing,uninstalling and removing goods.
<br /> C, "Intellectual Property" means patents and patent applications, inventions (whether patentable or not),trademarks,service
<br /> marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork rights,
<br /> moral rights,author's rights,and other intellectual property rights,including any derivations and/or derivative works,as may
<br /> exist now or hereafter come into existence,and all renewals and extensions thereof,regardless of whether any of such rights
<br /> arise under the laws of the United States or of any other state, country or jurisdiction, any registrations or applications
<br /> thereof,and all goodwill pertinent thereto.
<br /> R. "LCM"identifies the load control modules.
<br /> 5. "Ongoing Fee"means the annual or monthly fees,as applicable,to be paid by Customer during the Term of this Agreement.
<br /> T. "Patches"means patches or other maintenance releases of the Software that correct processing errors and other faults and
<br /> defects found previous versions of the Software. For clarity,Patches are not Updates or Upgrades.
<br /> U. "Permitted Use"means only for reading Customer's meters in the Service Territory. The Permitted Use does not include
<br /> REV: 10-07-16 JS
<br /> CONFIDENTIAL Page 7 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. -AMI Software Agreement
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