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13.1. Definition. "Intellectual Property"means intellectual and industrial property rights, and moral
<br /> rights or similar or analogous proprietary rights, pertaining to a particular invention, work of authorship,
<br /> symbol or other mark or designation indicative of source or quality, or other particular item of tangible or
<br /> intangible property, arising under statutory or common law or by contract, in the United States or another
<br /> country that recognizes such rights,whether or not perfected,now existing or hereafter filed, issued, or
<br /> acquired, including: (i)patent rights associated with an invention and processes(including business
<br /> processes), methods and apparatuses entailed by such invention(including, as applicable,the rights to
<br /> make, use, sell,offer to sell, import, or have made, and the rights to file and prosecute patent applications
<br /> and provisional patent applications); (ii)rights associated with works of authorship, including copyrights
<br /> and mask work rights(including the rights to copy, adapt, distribute, display, perform, and create
<br /> derivative works); (iii)rights relating to the protection of trade secrets and confidential information
<br /> (including the rights to use and disclose); (iv)trademarks, service marks, trade dress,trade names, and
<br /> design patent rights(including the right to goodwill appertaining thereto); (v)moral rights; and(vi)other
<br /> rights analogous, similar, or comparable to those described by the foregoing clauses (i)through(v), and
<br /> other proprietary rights relating to intangible property(including licensing rights and shop rights).
<br /> 13.2. Reservation of Intellectual Property Rights. Itron reserves all rights,title and interest in and to all
<br /> of its Intellectual Property. Customer reserves all rights,title and interest in and to all of its Intellectual
<br /> Property.
<br /> 13.3. Suggestions. Itron shall have a royalty-free, worldwide, irrevocable,perpetual license to use and
<br /> incorporate into its products and services any suggestions, enhancement requests,recommendations or
<br /> other feedback provided by Customer.
<br /> 14. Change Requests & Change Orders.
<br /> 14.1. Request. Customer may at any time, and from time to time,propose changes to services or services
<br /> deliverables or request that Itron perform additional services for Customer(each a"Change Request").
<br /> Within a reasonable period after receiving a written Change Request from Customer, Itron will prepare
<br /> and submit a written proposal in the form of a statement of work to Customer that: (i)if applicable,
<br /> assesses the expected impact of the Change Request on any services or services deliverables being
<br /> provided at the time of the request; (ii)defines and describes how Itron would fulfill or satisfy the Change
<br /> Request, and describes any additional services or services deliverables to be provided by Itron in
<br /> reasonable detail; (iii) sets forth pricing, specifications,implementation plans and time schedules, with
<br /> appropriate milestone and completion dates, anticipated by Itron in connection with fulfilling the Change
<br /> Request; (iv)contains proposed completion and acceptance criteria; and(v) sets forth any other
<br /> information required by this Agreement and any Technology& Services Addendum.
<br /> 14.2. Response. If Itron timely submits a response to the Change Request,the Parties will attempt in
<br /> good faith to negotiate a mutually acceptable resolution. Mutually agreed upon Change Requests will take
<br /> the form of a written order(each a"Change Order"). Following the issuance of any Change Request and
<br /> during any negotiation,Itron will continue to provide the services and services deliverables, unless
<br /> otherwise agreed to by Itron and Customer in writing.
<br /> 14.3. Failure to Respond to Change Request. If Itron fails to respond to Customer's Change Request
<br /> within five (5)business days,the Change Request will be deemed to be rejected.
<br /> 14.4. Authorized Approvals. No Change Order will be binding upon Customer or Itron unless executed
<br /> and delivered by an authorized signatory of both parties. All Change Orders and all statements of work
<br /> under a Change Order will be governed by the terms and conditions of this Agreement and the applicable
<br /> Technology& Services Addendum.
<br /> 15. DISPUTE RESOLUTION
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