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Hrou i T RnN Service DeI'.very <br /> 41 <br /> a i <br /> i <br /> ATTACHMENT A <br /> Additional Terms <br /> This section provides key terms governing the performance of the Services and the allocation of liability,without which the fees <br /> charged for the Services would be higher. <br /> • Customer will furnish all fads and assistance at Customer's site as requested by Itron personnel perfuming the Services. <br /> • Itron recognizes and acknowledges that Customer is an Ipinois municipality and as such is subject to the Illinois Freedom of <br /> Information Act Recognizing the responsibilities and obligations Customer has pursuant to that Act the parties acknowledge <br /> that each party may acquire non-public information and material that is confidential,proprietary or trade secret information <br /> (';Confidential Information`)of the other party. Any such Confidential Information shall be(1)items conspicuously marked or <br /> otherwise identified as"confidentiar or proprietary"at the time of disclosure,or if not marked,information that should,by its <br /> nature,be considered confidential,and(2)items set forth in this SOW. <br /> • Except for information that has been published or is otherwise available to the receiving party without breach of this SOW, <br /> each party agrees to take all steps reasonably necessary to hold in trust and confidence the other party's Confidential <br /> Information and not to disclose it to third parties or to use it in any way,commerd*or otherwise,other than as permitted <br /> under this SOW. Each party will~mit the disclosure of Confidential Information to employees or subcontractors with a need <br /> to know who:0)have been advised of the confidential nature of the Confidential Information;and(ii)have acknowledged the <br /> express obligation to maintain such confidentiality. NoWlhstanding anything to the contrary,disclosure of Confiderrtiral <br /> Informafion pursuant to a request made under the Illinois Freedom of Information Act will not constitute a breach of this <br /> agreement,provided,however,that Co prior to disclosure Customer promptly notifies Itron of the reinvest in order for Itron to <br /> seek a protective order against disclosure;(ii)Customer provides all reasonably requested assistance to tfron in seeking <br /> such an order,and(m—)any disclosure still required atter such an order is sought is narrowly tailored to include only that <br /> information required to be discbsed. <br /> • Fees for Services will be billed in U.S.Dollars on a)fixed fee or time and material basis at the rates identified herein.Fees will <br /> be invoiced within thirty(30)days after the Services. Payment terms are net 30 from date of invoice.Customer will <br /> reimburse Itron for all reasonable and documented travel,lodging and related expenses incurred by Itron personnel in <br /> performing Services. The terms and conditions of this SOW shall supersede the terms of any purchase order issued by the <br /> Customer. <br /> • Itron is a developer of computer software and as such,may use its proprietary software,documentation and other sofituare <br /> licensed to Itron in the performance of the Services.All software,software enhancements,updates,bug fixes and other <br /> modifications to the software and documentation and other related work product resulting from this Agreement are and shall <br /> remain the property of Itron or its licensors.Customer may be entitled to use the software and documentation only in <br /> accordance with a separate software license agreement <br /> • itron warrants that all Services provided under this SOW will be performed in a professional and workmanlike manner in <br /> accordance with industry standards. For Services that do not meet this warranty,Itron will re-perforin the Services at its cast, <br /> p1Vy*d.tbA Customer notifies fEron in writing of such deficient Services within sixty(60)days of the date that the Services <br /> were initially performed. The foregoing states Customer's exclusive remedy and dtrarr's sole liability for breach of this <br /> Services warranty.THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,WHETHER <br /> EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A <br /> P.ART&VJA&I?UW W.WITH RESPECT TO SERVICES AND DELIVERABLES. <br /> • NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT,SPECIAL,INCIDENTAL OR <br /> CONSEQUENTIAL DAMAGES ARISING OUT OF THIS SOW,EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE <br /> POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL ITRON'S LIABILITY TO CUSTOMER <br /> EXCEED FIFTY PERCENT(50°10)OF THE AMOUNTS PAID BY CUSTOMER TO ITRON IN THE TWELVE(12)MONTH <br /> PERIOD PRIOR TO THE DATE OF ANY CLAIM. <br /> • Itron wig not be responsible for any failure to perform the Services due to unforeseen circumstances beyond its reasonable <br /> control. <br /> ■ This SOW,including any Attachments,sets out the entire agreement between the parties relative to its subject matter and <br /> supersedes all prior or contemporaneous agreements or representations,oral or written. Execution of a facsimile or <br /> electronic copy of this Agreement shall have the same force and effect as execution of an original. <br /> • This SOW,including any Attachments,and its performance hereunder shall be governed by and construed in accordance <br /> with the laves of State of Illinois without reference to Illinois conflicts of lav principles.The U.N.Convention on Contracts for <br /> the International Sate of Goods and amt jurisdiction's implementation thereof shall ncl apply to this SOW. <br /> Statement of Work—City of Decatur;IL Confidential Page 20 of 22 <br />