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

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2.2 Service and System Control. Except as otherwise expressly provided in this Agreement, Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the EmNet Services and EmNet Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the EmNet Services or EmNet; (ii) results obtained from any use of the EmNet Services or EmNet Materials; and (iii) conclusions, decisions or actions based on such use. 2.3 Service Representative. Each party shall, throughout the Term, maintain within its organization a service representative to serve as such party's primary point of contact for day-to-day communications, consultation and decision -making regarding the EmNet Services. Each service representative shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its service representative has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity. The parties' initial service representatives are identified in Schedule B. Each party shall use best efforts to maintain the same service representative in place throughout the Term. If either party's service representative ceases to be employed by such party or such party otherwise wishes to replace its service representative, such party shall promptly name a new service representative by written notice to the other party. 2.4 Changes. EmNet reserves the right, in its sole discretion, to make any changes to the EmNet Services and EmNet Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of EmNet's services to its customers, (ii) the competitive strength of or market for EmNet's services or (iii) the EmNet Services' cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the EmNet Services. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. 2.5 Subcontractors. EmNet may from time to time in its discretion engage third parties to perform EmNet Services (each party, a "Subcontractor"). 2.6 Suspension or Termination of EmNet Services. EmNet may, directly or indirectly, and by use of an EmNet Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer's, any Authorized User's or any other Person's access to or use of all or any part of the EmNet Services or EmNet Materials, without incurring any resulting obligation or liability, if: (a) EmNet receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires EmNet to do so; or (b) EmNet believes, in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any material term of this Agreement, or accessed or used the EmNet Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the EmNet Services; or (iii) this Agreement expires or is terminated. This Section 2.6 does not limit any of EmNet's other rights or remedies, whether at law, in equity or under this Agreement. 5