Badger Meter Beacon MAM Managed Solution Master Agreement

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BADGER METER Badger Meter BEACON AMA MANAGED SOLUTION • MASTER AGREEMENT This BEACON AMA MANAGED SOLUTION MASTER AGREEMENT ("Agreement") is entered into as of the day of . 2016 (the "Effective Date") by and between Badger Meter, Inc. , a Wisconsin corporation with offices located at 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223 ("Badger Meter") , and Kittitas County, a political subdivision of the State of Washington, and as applicable, its officers, directors, members, board members, governing members, trustees, commissioners, elected and appointed officials, employees, agents, consultants and other representatives ("Customer"). (1) SERVICE. Badger Meter and its cellular service aggregator and data -hosting service providers ("Suppliers") have developed a hosted, on -demand, web -based service website ("Portal") accessible to its customers to provide metering and water usage service information, communicated through a cellular network, for its customers ("Service"), and documentation to assist customers in using the Portal and the Service ("Documentation"). (2) RIGHT TO ACCESS AND USE THE PORTAL AND SERVICE. In consideration of the payment of the Service Fees as set forth in Section (5), Badger Meter grants to Customer, its employees and contractors that Customer approves as users of the Service ("Authorized User") and Customer's approved end-user water customers ("Authorized Consumer") the right to remotely access and use the Service from the Portal (as currently configured) for Customer's internal business use and for the benefit of its Authorized Consumers in accordance with this Agreement. (3) OWNERSHIP OF PORTAL AND SERVICE. (a) Badger Meter Service. Badger Meter owns all rights, title and interest in the Portal, Service and Documentation, including all associated intellectual property rights. Neither Customer, nor its Authorized Users or Authorized Consumers will obtain any rights, title or interest in the Portal, Service, or Documentation or any associated intellectual property rights, other than the right to access and use the Portal, Service and Documentation, subject to the terms of this Agreement. (b) Suggestions. If Customer provides Badger Meter any suggested improvements ("Suggestions") to the Portal, Service or Documentation, Customer agrees that Badger Meter will own all rights, title and interest in and to the Suggestions, even if Customer has designated the Suggestions as confidential. Badger Meter will be entitled to use the Suggestions without restriction. By entering into this Agreement, Customer irrevocably assigns, conveys and transfers to Badger Meter all right, title and interest in and to the Suggestions and agrees to provide Badger Meter with commercially reasonable assistance to document, perfect and maintain Badger Meter's rights in the Suggestions. (4) TERM. The term of this Agreement for the Portal, Service and Documentation begins on the Effective Date and continues for a ten (10) year term unless earlier terminated in accordance with Section (16) of the Agreement (the "Term"). ©2015 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 1 of 32