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15.Termination. Either Party may terminate this Agreement by providing the other Party with written notice if the other Party(i)
<br /> becomes insolvent,executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership
<br /> proceedings,or(ii)commits a material breach of this Agreement that remains uncured for thirty(30)days following delivery of written
<br /> notice of such breach.Any notice of breach must specify(a)the nature of the breach,and(b)the specific act or acts that the non-
<br /> breaching Party contends would correct such breach. For the avoidance of doubt,Customer's failure to pay invoices timely will be
<br /> deemed a material breach of this Agreement.
<br /> 16. Survival. The following sections of this Agreement shall survive termination or expiration of this Agreement: 1 ("Definitions"),3
<br /> ("Term"),4("Fees,Invoicing,Taxes and Payment"),10("Warranty Disclaimer"),11 ("Intellectual Property"),14("Confidentiality"),16
<br /> ("Survival"),17("Limitation of Liability"),18("Disputes"),19("Governing Law"),and 25("Miscellaneous").
<br /> 17. Limitation of Liability. Except for Customer's violation of Itron's Intellectual Property Rights,neither Party will be liable to the other
<br /> Party for any consequential,indirect,special,incidental,punitive or exemplary damages arising out of this Agreement or products or
<br /> services provided hereunder(including,but not limited to,damages for loss of data,goodwill,profits other than amounts payable by
<br /> Customer to Itron hereunder,investments,use of money or facilities;interruption in use or availability of data;stoppage of other work
<br /> or impairment of other assets),whether or not foreseeable and even if such Party has been advised of the possibility of such damages.
<br /> Except for Customer's payment obligations hereunder or violation of Itron's Intellectual Property Rights,neither Party's total,aggregate
<br /> liability to the other Party arising out of or related to this Agreement or any products or services provided hereunder shall exceed the
<br /> amounts paid and payable by Customer under the applicable Order Document or Statement of Work during the twelve month period
<br /> immediately preceding the date upon which the liability arose,regardless of whether any action or claim is based on contract,warranty,
<br /> indemnity,negligence,strict liability or other tort or otherwise.
<br /> 18. Disputes.The Parties shall resolve any dispute,controversy,or claim arising out of or relating to this Agreement,or the breach,
<br /> termination,or invalidity hereof(each,a"Dispute") in accordance with this Section.A Party shall send written notice to the other Party
<br /> of any Dispute("Dispute Notice").The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by
<br /> negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty(30)
<br /> Business Days after one Party delivers the Dispute Notice to the other Party,either Party may,by written notice to the other Party
<br /> ("Escalation to Executive Notice"),refer such Dispute to the executives of each Party designated by such Party in a written notice to the
<br /> other Party("Executive(s)"). If the Executives cannot resolve any Dispute during the period ending thirty(30)Business Days after the
<br /> date of the Escalation to Executive Notice(the last day of such time period,the"Escalation to Mediation Date"),either Party may
<br /> submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint,written
<br /> request for mediation,setting forth the subject of the dispute and the relief requested.The Parties shall cooperate with one another in
<br /> selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and
<br /> in scheduling the mediation proceedings.The Parties covenant that they will use commercially reasonable efforts in participating in the
<br /> mediation.The Parties agree that the mediator's fees and expenses and the costs incidental to the mediation will be shared equally
<br /> between the Parties. If the Parties cannot resolve any Dispute for any reason,including,but not limited to,the failure of either Party to
<br /> agree to enter into mediation or agree to any settlement proposed by the mediator,within sixty(60) Business Days after the Escalation
<br /> to Mediation Date,either Party may initiate legal proceedings in a court of competent jurisdiction. Notwithstanding the foregoing,
<br /> nothing in this Section shall be construed as preventing a Party from seeking available equitable relief,including without limitation,
<br /> specific performance and injunctive relief in a court of competent jurisdiction.
<br /> 19.Governing Law.This Agreement and all matters arising out of or relating to this Agreement,whether sounding in contract,tort,or
<br /> statute are governed by,and construed in accordance with,the laws of the jurisdiction where Customer's primary business address is
<br /> located,without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the
<br /> application of the laws of any other jurisdiction.The Parties agree that the United Nations Convention on Contracts for the International
<br /> Sale of Goods does not apply to this Agreement.
<br /> 20. Legal Compliance. Each Party must comply with all applicable laws. Itron's products and services delivered under this Agreement
<br /> are subject to the U.S. Export Administration Regulations("EAR";15 CFR part 730 et seq.)and any applicable laws and regulations of
<br /> the particular country to which such items are shipped or received.Customer shall comply with all applicable export control laws and
<br /> STANDARD NAM Cellular AMI (Water& Gas)
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