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STANDARD NAM Cellular AMI (Water& Gas) rev 5 I 68cc49e38cde05532607c1c9
<br /> Exhibit A
<br /> NORTH AMERICAN
<br /> CELLULAR AMI (WATER&GAS)SOLUTION AGREEMENT
<br /> THIS NORTH AMERICAN CELLULAR AMI(WATER&GAS)SOLUTION AGREEMENT(THIS"AGREEMENT")GOVERNS YOUR USE OF
<br /> AND ACCESS TO THE SERVICES AND EQUIPMENT DESCRIBED IN A QUOTE THAT ARE PROVIDED BY ITRON,INC.OR ANY OF ITS
<br /> SUBSIDIARIES(EACH"ITRON").THE TERMS"SERVICES","EQUIPMENT"AND"QUOTE"ARE DEFINED IN THE DEFINITIONS SECTION
<br /> BELOW.
<br /> This Agreement is effective as of the date you accept it(the"Effective Date")by clicking"Agree". If you are accepting on behalf of your
<br /> employer or another entity,you represent and warrant that:(a)you have full legal authority to bind your employer,or the applicable
<br /> entity,to this Agreement,(b)you have read and understand this Agreement,and (c)you agree,on behalf of the party that you represent,
<br /> to this Agreement
<br /> 1.Definitions.
<br /> Affiliate means any legal entity that directly or indirectly controls,is controlled by,or is under common control with,a Party to this
<br /> Agreement,where"control"means ownership of at least fifty(50) percent of the equity having the power to vote on or direct the
<br /> affairs of the entity.
<br /> Annual Adjustment means Itron's annual price increase.
<br /> Billing Cycle means a period of one year beginning on the Service Offering Commencement Date or any anniversary thereof.
<br /> Claim means an unaffiliated third-party claim,action,cause of action,or demand for damages,cost,or expense(including
<br /> reasonable attorney's fees)or other relief.
<br /> Channel Partner means a third-party authorized by Itron to distribute Services and/or Equipment to Customer.
<br /> Client Services Guidelines Documents means the following documents as they may be updated by Itron from time to time:
<br /> "Product Contact Information Sheet","After Hours Support","Itron Equipment Repair Center Locations",and"Working Effectively
<br /> with Itron Global Services". Copies of the Client Services Guidelines Documents may be obtained by calling(877)487-6602 or such
<br /> other number or process provided by Itron to Customer.
<br /> Confidential Information means any confidential,trade secret or other proprietary information disclosed by a Party or a Party's
<br /> Affiliate related to its business that is designated as"confidential"or which a reasonable person knows or should understand to be
<br /> confidential,regardless of the form of disclosure and whether of a technical,business or financial nature,including but not limited
<br /> to processes and methods,product design and details of operation,product plans,prototypes,schedules,results,reports,
<br /> computer programs,databases,compilations of data,engineering activity,manufacturing activity,analytical methods,strategies,
<br /> and the like,but excluding information that: (i)is now or becomes generally available to the public through no fault or breach of the
<br /> receiving Party;(ii) is rightfully in the receiving Party's possession,or known by it,prior to its receipt from the disclosing Party;(iii)is
<br /> rightfully disclosed to the receiving Party by a third-party,free of any obligation of confidentiality;(iv) is developed by the receiving
<br /> Party independently and without reference to the disclosing Party's Confidential Information,or(v)is rightfully disclosed pursuant
<br /> to the applicable laws or regulations,or rules of any stock exchange,or orders of the court or other government authorities with
<br /> notice to the disclosing Party.
<br /> Covered Itron Equipment means Itron Equipment for which Customer has purchased Maintenance Services.
<br /> Covered Third-Party Equipment means Third-Party Equipment for which Customer has purchased Maintenance Services.
<br /> Covered Products mean Software,Covered Itron Equipment and Third-Party Covered Equipment.
<br /> STANDARD NAM Cellular AMI (Water& Gas)
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