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~ Badger Meter
<br />BADGER METER
<br />BEACON AMA MANAGED SOLUTION
<br />MASTER AGREEMENT
<br />Kittitas C( H lIlt \
<br />\' 1\ ... II I t .... I, I II t",'"
<br />This BEACON AMA MANAGED SOLUTION MASTER AGREEMENT (" Agreement") is entered
<br />into as of the I t') m day of 9-P V; , , 2016 (the "Effective Date") by and between
<br />Badger Meter, Inc. , a Wisconsin corporation with offices located at 4545 W. Brown Deer Road,
<br />Milwaukee, Wisconsin 53223 ("Badger Meter") , and Kittitas County, a political subdivision of the
<br />State of Washington, and as applicable, its officers, directors, members, board members, governing
<br />members, trustees, commissioners, elected and appointed officials, employees, agents, consultants
<br />and other representatives ("Customer").
<br />(1) SERVICE. Badger Meter and its cellular service aggregator and data-hosting service providers
<br />("Suppliers") have developed a hosted, on-demand, web-based service website ("Portal") accessible
<br />to its customers to provide metering and water usage service information, communicated through a
<br />cellular network, for its customers ("Service"), and documentation to assist customers in using the
<br />Portal and the Service ("Documentation").
<br />(2) RIGHT TO ACCESS AND USE THE PORTAL AND SERVICE. In consideration of the
<br />payment of the Service Fees as set forth in Section (5), Badger Meter grants to Customer, its
<br />employees and contractors that Customer approves as users of the Service ("Authorized User") and
<br />Customer's approved end-user water customers ("Authorized Consumer") the right to remotely
<br />access and use the Service from the Portal (as currently configured) for Customer's internal business
<br />use and for the benefit of its Authorized Consumers in accordance with this Agreement.
<br />(3) OWNERSHIP OF PORTAL AND SERVICE.
<br />(a) Badger Meter Service. Badger Meter owns all rights, title and interest in the Portal, Service
<br />and Documentation, including all associated intellectual property rights. Neither Customer, nor
<br />its Authorized Users or Authorized Consumers will obtain any rights, title or interest in the
<br />Portal, Service, or Documentation or any associated intellectual property rights, other than the
<br />right to access and use the Portal, Service and Documentation, subject to the terms of this
<br />Agreement.
<br />(b) Suggestions. If Customer provides Badger Meter any suggested improvements
<br />("Suggestions") to the P o rtal, Service or Documentation, Customer agrees that Badger Meter
<br />will own all rights, title and interest in and to the Suggestions, even if Customer has designated
<br />the Suggestions as confidential. Badger Meter will be entitled to use the Suggestions without
<br />restriction. By entering into this Agreement, Customer irrevocably assigns, conveys and
<br />transfers to Badger Meter all right, title and interest in and to the Suggestions and agrees to
<br />provide Badger Meter with commercially reasonable assistance to document, perfect and
<br />maintain Badger Meter's rights in the Suggestions.
<br />(4) TERM. The term of this Agreement for the Portal, Service and Documentation begins on the
<br />Effective Date and continues for a ten (10) year term unless earlier terminated in accordance with
<br />Section (16) of the Agreement (the "Term").
<br />©2015 Badger Meter, Inc. Confidential and Proprietary to the extent permitted by law Page 1 of 32
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