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written notice to Customer,Itron shall have the right to assign, by contract or by operation of law, any or
<br /> all of its rights and obligations under this Agreement to a Itron Affiliate without any requirement that Itron
<br /> seek or obtain the approval of Customer. "Itron Affiliate"means an entity controlled by or under common
<br /> control with Itron.
<br /> 16.4. Captions; Section Numbers. Article, section and paragraph numbers and captions are provided for
<br /> convenience of reference and do not constitute a part of this Agreement. Any references to a particular
<br /> Section of this Agreement will be deemed to include reference to any and all subsections thereof.
<br /> 16.5. Neither Party Deemed Drafter. Despite the possibility that one Party or its representatives may
<br /> have prepared the initial draft of this Agreement or any provision or played a greater role in the
<br /> preparation of subsequent drafts,the parties agree that neither of them will be deemed the drafter of this
<br /> Agreement and that, in construing this Agreement, no provision hereof will be construed in favor of one
<br /> Party on the ground that such provision was drafted by the other.
<br /> 16.6. Expenses. Each Party will be responsible for, and will pay, all expenses paid or incurred by it in
<br /> connection with the planning, negotiation, and consummation of this Agreement.
<br /> 16.7. Anti-Corruption. Customer has not received or been offered any illegal or improper bribe,
<br /> kickback, payment, gift, or thing of value from an Itron employee or agent in connection with this
<br /> Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate
<br /> the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable
<br /> efforts to promptly notify Itron's Law Department via the contact information in the notices section.
<br /> 16.8. Relationship of the Parties. The Parties are independent contractors for all purposes and at all
<br /> times. This Agreement does not create a partnership, franchise,joint venture, agency, fiduciary, or
<br /> employment relationship between the Parties. Itron has the responsibility for, and control over,the
<br /> methods and details of performing services and providing products under this Agreement. Itron will
<br /> provide all tools, materials,training, hiring, supervision,work policies and procedures,and be responsible
<br /> for the compensation, discipline and termination of Itron personnel. Neither Party has any authority to act
<br /> on behalf of, or to bind the other to any obligation.
<br /> 16.9. Compliance with Law. Itron and Customer will at all times perform their respective obligations
<br /> under this Agreement in compliance in all material respects with all applicable foreign, domestic, state,
<br /> and local laws and regulations of all applicable foreign and domestic jurisdictions,and in such a manner as
<br /> not to cause the other to be in material violation of any applicable laws or regulations including any
<br /> applicable requirements of any foreign, domestic, state, or local authority regulating health, safety,
<br /> employment,the environment, consumer protection, security, exportation, information services, or
<br /> telecommunications.
<br /> 16.10. Governing Law.This Agreement and performance hereunder will be governed by and construed
<br /> in accordance with the laws of the State of Minnesota without reference to their conflicts of law
<br /> principles or the United Nations Convention on Contracts for the Sale of Goods.
<br /> 16.11.Jury Trial Waiver.
<br /> 16.11.1. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT
<br /> ACTION ARISING AMONG THE PARTIES UNDER THIS AGREEMENT OR
<br /> OTHERWISE RELATED TO THIS AGREEMENT,WHETHER MADE BY CLAIM,
<br /> COUNTERCLAIM,THIRD PARTY CLAIM OR OTHERWISE.
<br /> 16.11.2. If the jury waiver is held to be unenforceable,the Parties agree to binding arbitration for
<br /> any dispute arising out of this Agreement or any claim arising under any federal, state or local
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