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: sEnsus
<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 SmartPoint 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 RF 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. "FlexWare"" Software" identifies the Sensus 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 /> 0. "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 /> Q. "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 /> S. "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 I Page 7 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement
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