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<br /> 9. Return or Destruction of Licensed Program Materials <br /> 9.01 Within one month after the date of discontinuance of <br /> any license granted hereunder, Buyer will furnish to Itron a <br /> completed form entitled Itron Licensed Program Certificate of Return <br /> or Destruction certifying that through Buyer's best effort, and to <br /> the best of Buyer's knowledge, the original and all copies of the <br /> licensed program materials received from Itron or made in connection <br /> with such license have been returned or destroyed. This requirement <br /> will apply to all copies in any form including translations, whether <br /> partial or complete, and whether or not modified or merged into <br /> other program materials as authorized herein. However, upon prior <br /> written authorization from Itron, Buyer may retain a copy of the <br /> licensed program for archive purpose only. <br /> 9.02 When Buyer has licensed a new version of a licensed <br /> program, which carries a different program number, Buyer may retain <br /> the prior version of the licensed program for a period not to exceed <br /> three (3) months following its date of discontinuance, to be used <br /> only if a defect in the new version prevents its use. <br /> 10. Copyriqht and Patents <br /> 10.01 Itron shall defend Buyer against a claim that the Itron <br /> manufactured Equipment and Licensed Software infringes a U.s. or <br /> Canadian patent or copyright, or that the Licensed Software's <br /> operation pursuant to a current release and modification level of <br /> any programming supplied by Itron infringes a U.S. patent, and Itron <br /> will pay resulting costs, damages and legal fees finally awarded, <br /> provided that: <br /> (a) Buyer promptly notifies Itron in writing of the claim; and <br /> (b) Itron has sole control of the defense and all related <br /> settlement negotiations. <br /> Itron's obligation under this paragraph 10.01 is conditioned on <br /> Buyer's agreement that if the Itron manufactured Equipment or <br /> Licensed Software, or the operation thereof, becomes, or in Itron's <br /> opinion is likely to become the subject of such a claim, Buyer will <br /> permit Itron, at Itron's option and expense, either to procure the <br /> right for Buyer to continue using the Itron manufactured Equipment <br /> or Licensed Software or to replace or modify the Itron manufactured <br /> Equipment and Licensed Software so that it becomes noninfringing; <br /> and if neither of the foregoing alternatives is available on terms <br /> which are reasonable in Itron's judgement, Buyer will return the <br /> System on written request to Itron. Itron agrees to grant Buyer a <br /> credit for the returned System as depreciated by use but not by the <br /> infringement. <br /> 4 <br />