5.4. ERMUSR 11-15-2016 (2) - Laserfiche WebLink

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MAINTENANCE AGREEMENT This Maintenance Agreement (this "Maintenance Agreement") is entered into as of [month/day/year] (the "Effective Date") by and between Itron, Inc. ("Itron") and [ 1 ("Customer"). Itron and Customer may each be referred to as a "Party' and together as the"Parties." The Parties agree as follows: 1. Technical Support a. Support Services. Itron will make available qualified technical representatives by telephone, email or other remote means during its then-current normal business hours to assist Customer Coordinators (defined below) with the operation of and answer questions related to the software (the "Software") and equipment (the "Equipment') identified on Attachment A (together, the "Products"), which are covered by the services described herein (the "Maintenance Services"). Such technical support shall include, but is not limited to, troubleshooting, problem diagnosis, release or system management, and recommendations for fully utilizing the Products. Itron's current Support Services contact and support hours are described in the "Itron Supports Services Contacts" document (the "Contacts Document"), which can be obtained by calling (877) 487-6602. Consistent with Section 1.c hereof, Customer will not use Support Services technical representatives in lieu of having qualified and trained support personnel of its own. b. Field Support. Upon mutual agreement of the Parties, Itron will dispatch support personnel to Customer's location to provide technical support. Such support will be billed at Itron's then-current hourly rates (with reasonable travel and living expenses invoiced at Itron's cost) unless the causereported of the re orted p roblem is found to be the fault of Itron. c. Customer Coordinators and Service Requests. Customer will identify no more than 2 supervisory level employees (each a "Customer Coordinator") for each Itron product line, as identified in the Contacts Document, to serve as administrative liaisons to Itron for all matters pertaining to the Maintenance Services for such product line. Customer Coordinators shall report problems with Software or Equipment (each such report, a "Service Request) as soon as practicable for entry into Itron's support tracking system. Before a Customer Coordinator interfaces with Itron, he or she will attend training sessions offered by Itron to ensure that he or she is (a) knowledgeable about the operation of the Products, and (b) qualified to perform problem determination and remedial functions with respect to the Products. Such training sessions will be at Itron's then-current rates. Customer will be solely responsible for all travel and other expenses incurred in connection with such training sessions. If Itron notifies Customer that additional training is necessary, Customer will promptly ensure that all applicable employees and/or Customer Coordinators receive such training. 2. Software Maintenance a. Definitions. "Error" means a failure of the Itron Software to substantially comply with the applicable published Itron specifications. "Fix" means a correction of an Error, including a work-around, in order for the Itron Software to function in accordance with the applicable published Itron specifications. "Improvement' means an update, modification, enhancement, extension, new version (regardless of name or number), new module, or other change to the Itron Software that is developed or otherwise provided by Itron. "Itron Software" means Software identified on Attachment A as"Itron Software." "Software Release" means a collection of Fixes or Improvements made available to Itron customers(either via physical media or download access). b. Fixes. ltron shall make commercially reasonable efforts to provide Fixes for Errors identified in a Service Request in accordance with the Response Time, Effort Level, and Escalation Path guidelines (together, the "Service Levels") outlined below for the applicable Severity Levels identified therein. Itron's obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of Itron, (ii) responding to requests made by Itron within the applicable Response Time, and (iii)assigning its most qualified personnel to help Itron address the Error. 1 7/21/2016 155