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caused by the negligence of Customer,(ii)infringement,misappropriation or violation of any third-party Intellectual Property within
<br /> the Territory by any Customer Data or other content or information provided by Customer to Itron,(iii)any privacy or data security
<br /> law related to Customer's provision of Customer Data to Itron,or(iv)Customer's use of products or services not in accordance with
<br /> this Agreement and applicable Documentation.
<br /> 12.3.Conditions to Defense.As a condition to the Defending Party's obligations under Section 12.1 or Section 12.2 above,the
<br /> Defended Party must:(i)promptly notify the Defending Party in writing of the Claim,(ii)give the Defending Party all reasonably
<br /> requested information and assistance in connection with the Claim in a timely manner,and(iii)give the Defending Party the sole
<br /> right to control the defense and settlement of the Claim.The Defending Party shall not enter into any settlement of a Claim against
<br /> a Defended Party without the Defended Party's prior written consent unless:(a)there is no admission of fault of the Defended
<br /> Party,(b)there is no injunctive or other non-monetary relief against the Defended Party,and,(c)the settlement includes the
<br /> claimant's or plaintiff's release of the Defended Party from all liability relating in any way to the Claim.
<br /> 12.4. Exclusive Remedy.THIS SECTION 12 CONSTITUTES EACH PARTY'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO
<br /> THIRD PARTY CLAIMS BROUGHT AGAINST THAT PARTY.
<br /> 13.Customer Data and Deidentified Data. Each Party shall comply with applicable data protection laws relating to Customer Data and
<br /> implement and establish reasonable security measures for the protection and retention of Customer Data.To the extent Customer Data
<br /> includes Personally Identifiable Information,and Itron processes such Customer Data on behalf of Customer as part of the services
<br /> provided by Itron under this Agreement,the Parties will comply with the Itron Data Processing Agreement(the"Data Processing
<br /> Agreement").The Data Processing Agreement is available at https://www_itron.com/legal/privacy/contracts,is incorporated herein by
<br /> reference,and will remain in force during the term of this Agreement.
<br /> Customer hereby grants Itron a non-exclusive,royalty-free,perpetual,worldwide license to copy,modify,use,sublicense,distribute,
<br /> display,create derivative works of all Customer Data for the purposes of:(i)providing products and services to Customer,(ii)testing,
<br /> troubleshooting,and optimizing performance and quality of Itron's products and services,and(iii)generating,storing,distributing,and
<br /> using Deidentified Data for any lawful purpose. Itron will use reasonable methods,such as anonymization and aggregation,that are
<br /> designed to ensure that Deidentified Data cannot be associated with any consumer or household,and shall use Deidentified Data only
<br /> for analysis,reporting,program management,to maintain,improve,and develop its products and services,and other lawful purposes.
<br /> Itron shall not attempt to reidentify any such Deidentified Data except as necessary to determine that its deidentification processes
<br /> satisfy the requirements of this Section. Itron's use of Deidentified Data shall not conflict with Itron's obligations under this Agreement.
<br /> Customer warrants that:(a) it has the legal right and authority to grant Itron the license rights described above,and(b) Itron's exercise
<br /> of such rights in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any
<br /> agreement or obligation between Customer and any third-party.
<br /> 14.Confidentiality. Each Party receiving,possessing,accessing or otherwise acquiring Confidential Information of the other Party
<br /> acknowledges that the disclosing Party's Confidential Information is the property of and confidential to,or a trade secret of,the
<br /> disclosing Party.The receiving Party:(a) must keep the disclosing Party's Confidential Information confidential and may not directly or
<br /> indirectly disclose,divulge or communicate that Confidential Information to,or otherwise place that Confidential Information at the
<br /> disposal of,any other person without the disclosing Party's prior written approval;(b)must take all reasonable steps to secure and
<br /> keep secure all disclosing Party's Confidential Information coming into its possession or control;(c)may not disclose any Confidential
<br /> Information to anyone other than the receiving Party's employees,agents,contractors or subcontractors and professional advisors,or
<br /> those of its Affiliates,who have a need to know such Confidential Information;(d)must use the Confidential Information solely for
<br /> purposes related to the subject matter of this Agreement or for potential future commercial transactions between the Parties not
<br /> otherwise covered by a separate agreement;and(e) must ensure that any person to whom it discloses Confidential Information in
<br /> accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this
<br /> Agreement.
<br /> STANDARD NAM Cellular AMI (Water& Gas)
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