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<br />ITRON. INC.
<br />END USER LICENSE AND WARRANTY AGREEMENT
<br />
<br />This End User License and Warranty Agreement ("Agreement") is made between Itron, Inc., a Washington corporation,("ltron"), and
<br />ci t y 0 f San Marco s, Texa~("End User"). This Agreement provides the terms and conditions under which Itron authorizes and
<br />licenses End User's use of the Equipment, Licensed Software, and Related Documentation, as those terms are defined below. Itron requires End User to
<br />execute this Agreement prior to delivery of any Equipment, Licensed Software or Related Documentation to End User by an authorized Itron distributor
<br />(" Distributor").
<br />
<br />SECTION 1. DEFINITIONS
<br />When used herein, the following terms, whether plural or singular, shall
<br />have the meaning set forth below:
<br />1.1 "Eauipment". The components and devices manufactured and/or
<br />marketed by Itron and provided to End User by Distributor.
<br />1.2 "Licensed Software". The program products in binary form and
<br />any subsequent modifications, corrections or revisions to the
<br />program products licensed to End User by Itron.
<br />1.3 "Related Documentation". Any human-readable program listings,
<br />flow charts, input and output forms, manuals, specifications,
<br />instructions, and other materials, and any copies of any of the
<br />foregoing, in any medium, related to the Equipment and/or
<br />Licensed Software and delivered to the End User.
<br />
<br />SECTION 2. THE LICENSED SOFTWARE
<br />2.1 License. Itron hereby grants to End User a nonexclusive,
<br />nontransferable, perpetual license to use the Licensed Software,
<br />including the Related Documentation.
<br />2.2 Itron's Propertv. The Licensed Software, including without
<br />limitation, programs, Related Documentation and methods of
<br />processing, shall remain the sole and exclusive property of Itron
<br />and shall not be sold, revealed, disclosed or otherwise
<br />communicated, directly or indirectly, by End User to any person,
<br />company or institution whatsoever except as set forth herein.
<br />2.3 Scooe of License. End User may use the Licensed Software on
<br />hardware used or owned by End User. The Licensed Software
<br />shall be used only for the processing of End User's own business,
<br />which shall include servicing and maintaining records on behalf of
<br />its customers. End User shall not: (a) permit any third party to
<br />use the Licensed Software, (b) use the Licensed Software in the
<br />operation of a service bureau, or (c) reverse engineer,
<br />disassemble, modify, prepare derivative works of, or otherwise
<br />alter the Licensed Software. Without the payment of an additional
<br />license fee, End User shall not use the Licensed Software to
<br />process business information concerning customers derived
<br />through merger, asset acquisition or other entity combination.
<br />End User may, at its own expense, copy all or part of the Related
<br />Documentation for its internal use. End User shall reproduce and
<br />include any copyright or trade secret notices on any such copies.
<br />Itron reserves all rights to the Licensed Software, the Related
<br />Documentation and the Equipment not specifically granted to End
<br />User in this Agreement.
<br />2.4 Proprietarv Information. In addition to the rights and obligations
<br />set forth in paragraph 5.4 herein, End User acknowledges and
<br />agrees that the information contained in the Licensed Software
<br />and Related Documentation is proprietary or confidential
<br />information and is the property of Itron (or another party who has
<br />licensed to Itron), and that the proprietary information is being
<br />made available to End User by Itron in confidence and solely on
<br />the basis of End User's confidential relationship with Itron. The
<br />proprietary information is considered by Itron to be a trade secret
<br />of Itron. End User will not provide or otherwise make available
<br />any Licensed Software or Related Documentation, in any form,
<br />except as required by law or judicial or governmental order,
<br />
<br />4/27/99
<br />
<br />without Itron's prior written consent, except to employees or
<br />consultants of End User whose access to the information is
<br />necessary to enable End User to exercise its rights under this
<br />license and who are themselves subject to an obligation to
<br />maintain the confidentiality of such information.
<br />
<br />SECTION 3. PAYMENT
<br />End User acknowledges that Distributor must provide payment to Itron
<br />for the Equipment and Licensed Software and to provide consideration
<br />of this Agreement.
<br />
<br />SECTION 4. WARRANTY AND WARRANTY EXCLUSIONS
<br />4.1 Warrantv. Itron warrants that for the periods specified below from
<br />date of shipment from Itron each item of Equipment will be free
<br />from defects in material and workmanship and the Licensed
<br />Software shall peiform substantially in accordance with Itron's
<br />then current specifications:
<br />
<br />Warranty
<br />Period
<br />90 days
<br />
<br />Product
<br />Upgraded Equipment
<br />All new Equipment and
<br />Licensed Software 14 months
<br />Itron shall repair or provide an equivalent replacement of any item
<br />of Equipment and Licensed Software found defective at no charge
<br />to End User during this warranty period after properly packaged
<br />and returned prepaid to Itron's designated service center. End
<br />User agrees to furnish Itron reasonable access to said Equipment
<br />and Licensed Software.
<br />End User agrees that the above remedies are End User's
<br />exclusive remedies and Itmn's sole liability in the event of breach
<br />of warranty.
<br />THE WARRANTIES SET FORTH IN THIS SECTION 4.1 ARE IN
<br />LIEU OF All OTHER WARRANTIES, WHETHER EXPRESS,
<br />IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
<br />IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED
<br />WARRANTY ARISING FROM COURSE OF PERFORMANCE.
<br />COURSE OF DEALING OR USAGE OF TRADE.
<br />4.2 Warrantv Exclusions. The warranties provided by Itron under this
<br />Agreement do not include the following services, but if such
<br />services are available, they can be provided by Itron under this
<br />Agreement at Itron's then applicable time and material charges
<br />and travel expenses.
<br />(a) Repair of damage or increase in service time caused by
<br />failure to continually provide a suitable installation
<br />environment.
<br />(b) Repair of damage or increase in service time caused by the
<br />use of the Equipment or Licensed Software for other than
<br />data processing purposes for which designed; or neglect or
<br />misuse.
<br />(c) Repair of damage caused by accident or disaster, which
<br />includes, but is not limited to fire, flood, submersion in water,
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