R2026-119 Resolution Authorizing a Standard North American Cellular AMI Solution Agreement with Itron, Inc.

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Customer means you or,if you are accepting on behalf of your employer or another entity,such employer or entity. Customer Data means all data about Customer's end users that Itron acquires,develops,or derives in connection with the performance of services under this Agreement. Customer Data may include Personally Identifiable Information relating to a Customer end user,which is not generally available to the public. However,Customer Data does not include Deidentified Data. Defended Party means a Party entitled to defense and indemnification from the other Party under Section 12("Third-Party Claims") of this Agreement. Defending Party means a Party obligated to provide defense and indemnification to the other Party under Section 12("Third Party Claims")of this Agreement. Deidentified Data mans information that cannot reasonably be used to infer information about a Customer end user. Documentation means user manuals,training materials,product descriptions and specifications,technical manuals,supporting materials and other information relating to Services and Equipment provided by Itron,which Itron customarily makes available to its customers. Endpoint means an electric meter,gas or water endpoint receiver-transmitter,battery-powered device,or any other device from which Customer Data will be collected and managed as part of a Service Offering. Error means a material failure of Software to comply with applicable published Itron specifications. Equipment means Itron Equipment and Third-Party Equipment. Equipment Maintenance Fees mean the annual fees identified in a Quote or,if no Quote,Itron's then-current list price at the time of Purchase Order acceptance by Itron,for each category of Covered Itron Equipment and Covered Third-Party Equipment,plus the Annual Adjustment,if any. Fees means all amounts payable to Itron by Customer for Services and Equipment provided under this Agreement,as set forth in a Quote or,if no Quote,Itron's then-current list price at the time of Purchase Order acceptance by Itron_ Fix means a correction or workaround for an Error. Global Support Services means those support services provided by Itron technical representatives via telephone,email,website or other means to assist Customer's Primary Service Contacts with questions or issues related to the operation of Covered Products_ Improvement means an update,modification,enhancement and/or extension to Software functionality that is included in a Release_ Intellectual Property and Intellectual Property Rights mean all industrial and intellectual property,including,without limitation, patents,patent applications,invention registrations,and all other rights in inventions,copyrights in published and unpublished works,whether registered or unregistered,know-how,trade secrets,and confidential and proprietary information,whether such intellectual property has been created,applied for or obtained anywhere throughout the world. Itron Equipment means equipment listed on a Purchase Order for sale to Customer under this Agreement that is manufactured by or on behalf of Itron. M&S Commencement Date means the date upon and after which a Covered Product will be entitled to receive Maintenance Services purchased by Customer,which unless otherwise specified in a Quote provided by Itron,will be as follows: Cowed Product Covered Software provided as a Service Offering Service Offering Commencement Date STANDARD NAM Cellular AMI (Water& Gas)