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

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Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content. "Scheduled Downtime" has the meaning set forth in Section 5. "Service Software" means the EmNet software application or applications and any third -party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that EmNet provides remote access to and use of as part of the EmNet Services. "Specifications" means the specifications for the EmNet Services set forth in Schedule A attached hereto. "Subcontractor" has the meaning set forth in Section 2.5. "Term" has the meaning set forth in Section 11.2. "Territory" means North America. "Third Party Materials" means materials and information, in any form or medium, including any open -source or other software, documents, data, content, specifications, products, equipment or components of or relating to the EmNet Services that are not proprietary to EmNet. 2. System and Services. 2.1 Services. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, EmNet shall provide, or cause to be provided, the installation, maintenance and/or servicing of the EmNet System as particularly described in the attached Schedule A (the "EmNet Services") in accordance with this Agreement. The EmNet Services shall be completed within the Term. If the EmNet Services include construction -related professional services, then EmNet's time for completion of services is conditioned on the time for Customer and its contractors to complete construction not exceeding 12 months. If the actual time to complete construction exceeds the number of months indicated, then EmNet's period of service and its total compensation shall be appropriately adjusted. The EmNet Services may include hosting, managing, operating and maintaining the EmNet System for use by Customer and its Authorized Users in substantial conformity with the Specifications, except for: Scheduled Downtime in accordance with Section 5; Service downtime or degradation due to a Norte Majeure Event; any other circumstances beyond EmNet's reasonable control, including Customer's or any Authorized User's use of Third Party Materials or any use of the EmNet Services other than in compliance with the express terms of this Agreement and the Specifications; and any suspension or termination of Customer's or any Authorized Users' access to or use of the EmNet Services as permitted by this Agreement. 4