Agmt17 Smart Utility Systems, Inc.

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(ii) Problem Resolution Time: Severity 4 - within 4 normal business hours 95% Severity 3 - within 8 normal business hours 90% Severity 2 - within 40 normal business hours 80% Severity 1—within 80 normal business hours 70% (iii) Follow—Un: Severity 4 - hourly update 99% Severity 3 - daily update 99% Severity 2 - weekly update 99% Severity 1— monthly update 99% (c) Consultant will measure and report on the Service performance targets on a monthly basis. (d) Repeated failure to achieve stated services levels maybe considered as grounds for termination. 4. IP & FEEDBACK. 4.1. IP Rights in the Software. Consultant retains all right, title, and interest in and to the Documentation and Software, including without limitation Upgrades, except to the extent of the limited subscription rights specifically set forth in Section 2.1. City recognizes that the Software and its components are protected by copyright and other laws. City shall not (and shall not allow or cause any third party to) reverse engineer, disassemble, alter, or otherwise translate the Software, Documentation, or Upgrades except as required for the integration of other City owned and third party software systems as approved by Consultant. 4.2. Feedback. City hereby grants Consultant a perpetual, irrevocable, unrestricted, worldwide license to use any Feedback (as defined below) City communicates to Consultant during the Term, without compensation or any obligation to report on such use. Such rights shall include, without limitation, the right to exploit Feedback in any way and the right to grant sublicenses. ("Feedback" refers to any suggestion or idea for modifying any of Consultant's products or services, including all intellectual property rights therein.) 4.3. Ownership. Any data (1) furnished to Consultant by City, whether belonging to City or on behalf of City's customers ("Customer Data") shall at all times remain the property of City or City's customers as is applicable. Consultant shall, at the expiration or termination of the Agreement, promptly return all Customer Data in a commercially reasonable manner and form. Notwithstanding the forgoing, Consultant shall own any anonymous and aggregate data derived from Customer Data so long as said data does not contain any personally identifiable information or Confidential Information as defined below. Consultant shall request City for its permission in writing to retain, use and disclose, on an anonymous and/or aggregated basis, (excluding any personally identifiable information), any data pertaining to City end customers and their water consumption. This permission shall include without Page 27 of 38 ATTY/AGR/2017.104/SMART ENERGY SYSTEMS—CUSTOMER WATER USE PORTAL REV: 05-15-17 MI