Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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Master Agreement This Master Agreement (this "Agreement"), dated as of �eC;, —, 2017 (the "Effective Date"), is by and between EmNet, LLC, an Indiana limited liability company, with offices located at 121 South Niles Avenue, Suite 22, South Bend, Indiana 46617 ("EmNet") and Board of Public Works, City of South Bend, Indiana ("Customer"), with offices located at WHEREAS, Customer wishes to procure from EmNet the system and related services described herein, and EmNet wishes to provide such system and services to Customer, each on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the EmNet Services. "Action" has the meaning set forth in Section 13.1. "Agreement" has the meaning set forth in the preamble. "Authorized User" means each of the individuals authorized to use the EmNet Services pursuant to Section 3.1 and the other terms and conditions of this Agreement as identified in Schedule B attached here. "Confidential Information" has the meaning set forth in Section 10.1. "Customer" has the meaning set forth in the preamble. "Customer Data" means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the EmNet Services. "Customer Failure" has the meaning set forth in Section 4.2. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third -party services. "Disclosing Party" has the meaning set forth in Section 10.1.