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the current support period will be due upon reinstatement. This reinstatement policy applies if support has been cancelled or there is otherwise a lapse in coverage, such as for nonpayment of fees. Annual recurring fees will incur an automatic three percent (3%) annual increase to the antecedent fee for service. All pricing and payments shall be in US currency. 4. MODIFICATIONS, AMENDMENTS AND CHANGE ORDERS. No modification or amendment to this Agreement or the Work herein shall be binding upon either Party hereto unless such amendment is set forth in writing and duly executed by an authorized representative of each Party. An authorized representative for Client is not the designated contact for the Agreement/Project but is either the City Manager or the Executive Director of the Public Works Agency, or their designee. Contractor and Client each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written amendment to this Agreement duly executed by an authorized representative from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 5. SUSPENSION OR TERMINATION OF SERVICE. 5.1. Client may discontinue Support Services upon written notice and within sixty (60) days prior to the renewal anniversary. In the event of termination, Client acknowledges and agrees Contractor and/or Sensus will not be held responsible to diagnose, troubleshoot, update, repair, or replace any hardware or software previously purchased by Client. Client will be responsible for the purchase of hardware, software Updates or Upgrades, or hourly support and maintenance fees described in Exhibit B. 6. OWNERSHIP. 6.1. Contractor Materials. Contractor or its suppliers shall retain all right, title and interest (including but not limited to copyright and other proprietary or intellectual property rights) in the Contractor Confidential Information, the Contractor Proprietary Materials (excluding Client Work Product, Client Data and Client Confidential Information). 6.2. Client Materials. The Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Work Product, Client Confidential Information and Client Data. Contractor may access Client Data only to respond to AMI services or technical problems or at the Client's request, and for the purposes of hosting such Client Data in connection with the provision of the AMI Services to the Client. Without limiting the generality of the foregoing, Contractor agrees that information and data on how the AMI Services are used by Client (such as, but not limited to, benchmarking data, usage patterns and roles) constitute Client Confidential Information and may only be used by Contractor to improve the delivery of AMI Services for Client, and may not be used for other purposes, and may not be distributed, transferred in detail or summary form to any third party without the express written consent of Client. 7. CONFIDENTIAL INFORMATION. 7.1. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other parry's Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other parry's Confidential Information, or (v) is a public record under applicable laws, which shall control, subject to the terms of this Section. Subject to the California Public Records Act, the Client will maintain the confidentiality of all Contractor Confidential Information, and Contractor will maintain the confidentiality of all Client Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Client Data shall be Page 2