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INDIRECT SALES AGREEMENT
<br /> This Indirect Sales Agreement (the "Agreement") is entered into as of [month/day/year] (the "Effective Date") by and between Itron,
<br /> Inc. ("Itron") and ( ] ("Customer"). Itron and Customer may each be referred to as a "Party'
<br /> and together as the"Parties."
<br /> Customer shall execute this Agreement prior to its receipt of any Itron software, services or equipment by an authorized Itron distributor
<br /> (each a "Distributor"). The terms of Customer's agreement with a Distributor shall govern Customer's purchase of Itron equipment or
<br /> services from a Distributor (it being understood that Distributor will pass certain Itron warranties through to Customer). The terms of
<br /> this Agreement shall govern (i) any software provided by Itron, regardless of whether the order for such software is placed with a
<br /> Distributor or directly with Itron, and (ii)any order of equipment or services placed directly with Itron.
<br /> The Parties agree as follows:
<br /> 1. Software Terms
<br /> a. Definitions.
<br /> "Delivery,"with respect to Software, means that Itron has either made the Software available to Distributor via electronic means or has
<br /> provided the Software to a carrier on physical media for delivery to Distributor.
<br /> "Documentation" means all printed or electronic materials published or otherwise that are provided to Customer and that describe or
<br /> relate to the functional, operational or performance capabilities of the Software.
<br /> "Endpoint' means (i)a physical device (e.g., a meter, encoder-transmitter-receiver or other measuring or monitoring device) that is the
<br /> source of data used in the Software application or(ii) a virtual device created in the Software application to simulate the existence of a
<br /> physical device. An example of a virtual device that is an Endpoint would include a single electricity meter that serves 10 apartment
<br /> units. If the consumption data from that electricity meter was divided between the 10 units (e.g., on the basis of square footage) and
<br /> used in the Software application as if that single electricity meter was actually 10 electricity meters, it would count as 10 Endpoints.
<br /> Further, each account, whether active or inactive, in the application that is associated with a single physical device counts as a
<br /> separate Endpoint.
<br /> "Object Code" means the binary, machine-readable version of the Software.
<br /> "Software" means software identified on Attachment A that is owned by Itron and any modifications, corrections, improvements or
<br /> enhancements thereto provided by Itron.
<br /> "Source Code" means human-readable computer programming code, associated procedural code and related documentation.
<br /> "Specifications" means the applicable published Itron functional specifications for an item of Software.
<br /> "Third Party Software"means software that is not owned by Itron but is identified on Attachment A as being provided by Itron.
<br /> "Use" means the ability to run, execute, display and, subject to the restrictions described below, duplicate and distribute internally.
<br /> "Warranty Period," with respect to a particular item of Software, means the warranty term beginning on the warranty start date, as set
<br /> forth on Attachment A.
<br /> b. License Grant.
<br /> Subject to the terms of this Agreement, Itron grants to Customer a nonexclusive, nontransferable, perpetual Object Code license to Use
<br /> the Software and Documentation for its internal business purposes only in connection with the number of Endpoints set forth in
<br /> Attachment A.
<br /> c. Restrictions.
<br /> As a condition to the foregoing license grant, Customer shall not(i) violate any restriction set forth on Attachment A, (ii) modify or create
<br /> any derivative work from the Software, (iii) include the Software in any other software, (iv) use the Software to provide processing
<br /> services to third parties or on a service bureau basis, (v) reverse assemble, decompile, reverse engineer or otherwise attempt to derive
<br /> Source Code (of the underlying ideas, algorithms, structure or organization)from Software, or (vi) use the Software to process business
<br /> information concerning customers derived through merger, asset acquisition or other entity combination. Except as expressly permitted
<br /> in this Agreement, Customer may not copy the Software other than to make one machine readable copy for disaster recovery or
<br /> archival purposes. Customer may only make copies of Documentation as reasonably necessary for the use contemplated herein. The
<br /> Software and Documentation shall be considered the confidential information of Itron and, as such, shall be subject to the confidentiality
<br /> provisions of this Agreement.
<br /> d. Invoicing.
<br /> Distributor will invoice Customer for the Software and Itron will invoice Distributor.
<br /> e. Limited Software Warranty
<br /> Warranty and Remedy.
<br /> For the Warranty Period, Itron warrants to Customer that the Software will perform substantially in accordance with the Specifications.
<br /> Itron does not warrant that the Software will operate uninterrupted or error-free. Itron's sole obligation and Customer's exclusive
<br /> remedy in connection with the breach of a warranty provided under this Section shall be for Itron to repair or replace the non-
<br /> conforming Software. If Itron, in its sole discretion, is unable to repair or replace non-conforming Software, Itron will refund to Customer
<br /> the amount paid for such Software. Software that is repaired or replaced pursuant to this Section will be warranted for the remainder of
<br /> the original warranty period or 30 days, whichever is longer. Customer's license to Software for which it has received a refund
<br /> hereunder shall terminate upon its receipt of a refund.
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