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sEnsus
<br /> with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the Customer from its
<br /> own fraud, willful injury to the person or property of another, or violation of law. Nothing herein contained in this
<br /> Agreement shall be construed to require Sensus to indemnify Indemnitees against any responsibility or liability in
<br /> contravention of California Civil Code Section 2782.8.
<br /> iii. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense Customer incurs or makes to or
<br /> on behalf of an injured employee under the Customer's self-administered workers' compensation is included as a
<br /> Liability and such claim is considered as a Third-Party Claim for the purposes of this section only if such employee was
<br /> injured as a direct result of Sensus' negligence or malfunction of equipment provided by Sensus.
<br /> iv. Further, without restricting the generality of the foregoing, Sensus agrees to, at its expense, defend and/or settle any
<br /> claim made by a third party against Customer alleging that the Sensus AMI System infringes such third party's United
<br /> States patent, copyright, trademark or trade secret (an "IP Claim"), and pay those amounts finally awarded by a court of
<br /> competent jurisdiction against Customer (including damages, interest, losses, costs and expenses including attorneys'
<br /> fees) or payable pursuant to a settlement agreed to by Sensus with respect to such 1P Claim, provided that Customer
<br /> provides Sensus with (i) prompt written notice of the IP Claim within thirty (30) days of receiving the IP Claim at the City
<br /> Clerk's office of Customer, except that any failure to provide this notice promptly only relieves Sensus of its responsibility
<br /> pursuant to this Section to the extent its defense is materially prejudiced by the delay, (ii) sole control over the defense
<br /> and settlement of the IP Claim, provided that Sensus will not admit fault by Customer or agree to any settlement that
<br /> would impose obligations or restrictions on Customer (other than payment of sums which would be paid by Sensus
<br /> under this Section) without Customer's prior written consent, not to be unreasonably withheld, delayed or conditioned,
<br /> and Customer ; and (iii) all assistance, information and authority reasonably requested by Sensus for the defense and/or
<br /> settlement of the IP Claim. Sensus shall have no obligation with respect to any claim arising out of w) compliance by
<br /> Sensus with any custom designs, specifications, or instructions provided by Customer, provided, however, that this
<br /> exception shall not apply if Sensus incorporates Customer design requests into the AMI system it makes generally
<br /> available to customers; (x) any unauthorized use, distribution or display of the AMI System, including any use of the AMI
<br /> System other than the Permitted Use; (y) any change, modifications, or alteration to the AMI System not authorized or
<br /> made by Sensus; or (z) any combination of the AMI System with any third party hardware, software, service or
<br /> technology if such claim would not have arisen but for such combination and if such combination is made by Customer.
<br /> If Sensus, in its sole discretion, believes an IP Claim or an adverse judgment in connection with an IP Claim is likely, then
<br /> Sensus may, at its expense, (a) obtain a license from such third party claimant that allows for continued operation of the
<br /> AMI System, (b) modify or replace the AMI System so as to be non-infringing, or (c) if neither (a) nor (b) is available to
<br /> Sensus at a commercially reasonable terms, terminate this Agreement upon written notice to Customer. THIS SECTION
<br /> STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS' ENTIRE LIABILITY TO CUSTOMER FOR ANY IP CLAIM.
<br /> v. The Parties expressly agree that this Term C "Indemnification" shall survive the expiration or termination of this
<br /> Agreement.
<br /> D. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this
<br /> Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. Upon any
<br /> expiration or termination of this Agreement, Sensus' and Customer's obligations hereunder shall cease and the software as a
<br /> service and spectrum Lease shall immediately cease. After the first year of the Term of this Agreement, Customer may
<br /> terminate this Agreement for any reason by providing ninety (90) day's notice to Sensus.
<br /> E. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations
<br /> under this Agreement, the obligations affected by the event of Force Majeure will be suspended during the continuance of
<br /> that inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure.
<br /> F. Intellectual Property. No Intellectual Property is assigned to Customer hereunder. Sensus shall own or continue to own all
<br /> Intellectual Property used, created, and/or derived in the course of performing this Agreement. To the extent, if any, that any
<br /> ownership interest in and to such Intellectual Property does not automatically vest in Sensus by virtue of this Agreement or
<br /> otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus all
<br /> right, title, and interest that Customer may have in and to such Intellectual Property. Customer agrees not to reverse
<br /> engineer any Equipment purchased or provided hereunder. For clarity, all End User data, including all meter reading, interval,
<br /> alarm, and customer specific data, is and shall remain the property of Customer. Notwithstanding the foregoing, Sensus may
<br /> aggregate and de-identify the End User data for internal use by Sensus (the "Aggregated and Anonymous Data"), and Sensus
<br /> shall own all right, title and interest in and to such Aggregated and Anonymous Data.
<br /> i. Confidentiality. Both parties shall (and shall cause their employees and contractors to) keep all Confidential Information
<br /> strictly confidential and shall not disclose it to any third party, except to the extent reasonably required to perform and
<br /> enforce this Agreement or as required under applicable law, court order or regulation. The Confidential Information
<br /> may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the
<br /> foregoing, "Confidential Information" shall not include; (i) any information that is in the public domain other than due to
<br /> Recipient's breach of this Agreement; (ii) any information in the possession of the Recipient without restriction prior to
<br /> disclosure by the Discloser; or (iii) any information independently developed by the Recipient without reliance on the
<br /> information disclosed hereunder by the Discloser; or (iv) any information required to be disclosed by the receiving party
<br /> REV: 10-07-16 .15
<br /> CONFIDENTIAL El Page 4 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement
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