Badger Meter Beacon MAM Managed Solution Master Agreement

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BADGER METER Badger Meter BEACON AMA MANAGED SOLUTION • MASTER AGREEMENT (iii) Badger Meter ceases to operate in the ordinary course, has an assignment for the benefit of creditors or similar disposition of its assets or becomes the subject of any bankruptcy, reorganization, liquidation dissolution or similar proceeding. (e) Reinstatement. Badger Meter will use commercially reasonable efforts to restore Customer's rights to use and access those portions of the Service or accounts that gave rise to the suspension promptly after Customer has resolved the problem giving rise to the suspension. (f) Effect of Suspension. If Badger Meter suspends Customer's right to access or use all or any portion of the Service or the Portal: (i) Customer remains responsible for all Service Fees and charges incurred through the date of suspension. (ii) Customer remains responsible for any applicable Service Fees and charges for any Services to which Customer has continued access as well as applicable fees and charges. (iii) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension. (iv) Badger Meter's right to suspend the Services is in addition to Badger Meter's right to terminate this Agreement. (18) COMPLIANCE WITH REGULATIONS; DATA PRIVACY. Each party is responsible for complying with industry standards and such applicable laws and regulations, including, but not limited to, the generally accepted practices in the information technology service management industry for providing secure data handling and management, including meeting or exceeding Information Technology Infrastructure Library (ITIL) standards for logical and physical security and all requirements regarding the protection of data in its possession or under its control. A party will not be liable for any failure of the other party to comply with this requirement. (19) DATA SECURITY AND RECOVERY. (a) Data Security. In order to protect the Customer Content and prevent unauthorized access to or use of the Customer Content, Portal or Service, Badger Meter has implemented commercially reasonable internal procedures and systems designed to protect the privacy and security according to the requirements set forth in Exhibit 3 - BEACON AMA Mana ed Solution Security Policy ("Security Standards"), consistent with applicable international, federal, state and local laws. The purpose of the security policy is to identify reasonably foreseeable and internal risks to security and unauthorized access to Badger Meter's Network and minimize security risks, including through risk assessment and regular testing. Badger ©2015 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 13 of 32