Agmt17 Smart Utility Systems, Inc.

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or ownership of any copy or of the Software itself. Furthermore, City receives no rights to the Software other than those specifically granted in Section 2.1 above. Without limiting the generality of the foregoing, City shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sub -subscribe the Software; (b) allow third parties to exploit the Software; or (c) reverse engineer, decompile, or attempt to derive any of the Software's source code. 3. UPDATES. 3.1. Provision of Updates: Consultant shall maintain and update the Software as follows during the Term: (a) Consultant will routinely update the Software to address any security updates, bug fixes, or responsiveness matters quarterly or as is required pursuant to Section 3.2 below or otherwise. Consultant will update the Software to add any new features or functions, incorporate any improved process changes, and/or implement any performance - enhancing modifications annually, if applicable ("Upgrades'). (b) Should an Upgrade be required pursuant to Section 3.2 below, Consultant will promptly notify the City of any downtime and provide confirmation once functionality is restored pursuant to the terms therein. (c) Each Upgrade will constitute an element of the Software and will be subject to this Agreement's terms regarding Software, including, without limitation, subscription, warranty, and indemnity terms. 3.2. Service Levels: Consultant shall exercise reasonable efforts to achieve the following service performance targets: (a) Severity Classification (i) Severity 4—Critical business impact with no alternative (ii) Severity 3 — High business impact with complicated alternative (iii) Severity 2 — Minimal business impact with alternatives (iv) Severity 1—Cosmetic Issues or documentation issues (b) Service performance targets are set against system availability, problem resolution times, and follow up. Performance and reporting against such targets shall be as follows: (i) Svstem Avoilobility: All hours not including normal scheduled system maintenance 99.95% Page 26 of 38 ATN/AGR/2017.104/SMART ENERGY SYSTEMS—CUSTOMER WATER USE PORTAL REV: 05-15-17 MI