25H - AGMT FOR METER READING AND MANAGEMENT

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SCHEDULE B 1-1 a A1rj ra *V_\9_1 I +_1-114 Y I Vy 1. Availability Requirement. SmartWorks shall use commercially reasonable efforts to make the Services Available 100% of the time of the time in any given calendar month as measured over the course of the total number of days in each calendar month during the Term (each such calendar month, a "Service Period"), excluding un-Availability as a result of any of the Exceptions described below in this Section 1 (the "Availability Requirement'). "Service Level Failure" means a material failure of the Services to meet the Availability Requirement. "Available" means the Services are available for access and use by Customer in a production environment. For the purposes of calculating the Availability Requirement, the Services will not be considered un-Available and no Service Level Failure will be deemed to have occurred in connection with any failure to meet the Availability Requirement that is due, in whole or in part, to any: (a) Customer Cause; (b) Customer's Internet connectivity; (c) a force majeure event (as described in Section 20(m)); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by SmartWorks pursuant to this Agreement; (e) Routine Scheduled Downtime; (f) any interruption to the access or use of the Services that occurs in a non -production environment; (g) Emergency Work; or (i) disabling, suspension, or termination of the Services for cause by SmartWorks. For clarity, references to "Customer" in this Schedule B include Authorized Users. 2. Customer Cause. For the purposes of this Schedule B, "Customer Cause" means any of the following causes: (a) any negligent or improper use, misapplication, misuse or abuse of, or damage to, the Services by Customer or its representatives; (b) any interference or modification to or alteration of the Services by Customer or its representatives; (c) any use of the Services by Customer or its representatives in a manner inconsistent with the then -current Documentation; (d) any use by Customer or its representatives of any third party products that SmartWorks has not provided or caused to be provided to Customer; or (e) any use by Customer of a non- current version or release of Third Party Components, notwithstanding notice from SmartWorks that updates, fixes or patches are required. 3. Service Level Failures and Remedies. (a) In the event of a Service Level Failure, SmartWorks shall issue a credit to Customer in the amounts set out in the table below (a "Service Level Credit'), provided however, that SmartWorks has no obligation to issue any Service Level Credit unless Customer: (i) reports the Service Level Failure to SmartWorks immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing within ten (10) days of the Service Level Failure. Service Period Availability Service Level Credit (Percentage of Monthly Payment of Annual Subscription Fee Equal to or greater than 99% 0% Equal to or greater than 98% 3% Equal to or greater than 97% 5% Equal to or greater than 95% 10% Less than 95% 15% The Service Period Availability is calculated by subtracting the total number of minutes that the Services are un-Available in a Service Period from the total number of minutes in a Service Period and then dividing the difference by the total number of minutes in a Service Period- N. Harris Computer Corporation — Confidential Page 16 of 18 25H-176