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-11111111111111 SOO -- sEnsus Exhibit A Software as a Service Description of Services This Exhibit A to the AMI Agreement between Sensus and Customer contains the details of the Software as a Service that Sensus shall provide to Customer until this Agreement is terminated pursuant to its terms. A. Software as a Service Generally. 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 Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network equipment, Sensus software, and all third-party software) required to run and operate the application. These software applications consist of the following (each an "Application"): • Regional Network Interface (RN I) • Sensus Analytics o Essential The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to operate the software applications. Each Application will have a production, and Disaster Recovery (as described below) environment. Test environments are not provided unless otherwise 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 Applications. B. Usage License. Sensus hereby gives Customer a license to use the Sensus Applications for the Permitted Use until this Agreement is terminated pursuant to its terms ("Usage License"). This Usage License shall commence on the Effective Date and shall terminate upon the earlier of (i) the expiration or termination of this Agreement for any reason; (ii) if Customer uses the Applications provided hereunder other than for the Permitted Use; and (iii) the Application is terminated as set forth below. C. Termination of Software as a Service. Customer shall have the option at any time after full deployment but before the end of the Term to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees; (b) Software as a Service for such Application shall immediately cease at the conclusion of the one hundred twenty (120) day period; (b) Sensus will cease to provide the Software as a Service for such Application. In the event of early Termination by Sensus pursuant to Section 7.C.iv of the Agreement, any prepaid fee shall be apportioned as of the termination date and reimbursed to Customer (otherwise, Sensus shall not be required to reimburse any fees) . If Customer elects to terminate the RNI Application in the Software as a Service environment but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI(s) hardware and (b) RNI software license, each at Sensus' then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. Upon termination, and upon Customer's request, Sensus shall provide Customer a copy of archived source CMEP files retained for the current agreed to retention period. Access to the archived data will be by secure file transfer protocol to Sensus file servers. Customer will have 30 days to download the archived data before it is deleted. D. "Software as a Service" means only the following services: i. 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 operate the Application. ii. Provide production and disaster recovery environments for Application. iii. Provide patches, updates, and upgrades to latest Sensus Hosted Software release. iv. Configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers: a. Network addresses and virtual private networks (VPN) b. Standard time source (NTP or GPS) c. Security access points d. Respond to relevant alarms and notifications v. Capacity and performance management: a. Monitor capacity and performance of the Application server and software applications 24x7 using KPI metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage, etc.) b. If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and REV: 10-07-16 JS CONFIDENTIAL I Page 9 of 30 ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement