Business Document AMR Document

BUSINESS DOCUMENT AMR DOCUMENT

This Business Document AMR Document (the "Agreement") is entered into as of the Effective Date below by and between:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain services related to automated meter reading systems, data collection and associated business services as further described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the personnel, technical capability, and experience necessary to perform the services; and

WHEREAS, the parties desire to set forth the terms and conditions governing such services and the compensation to be paid by Client to Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the following description constitutes the primary obligations of Service Provider under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered in accordance with the terms set forth below. All amounts are stated in the currency specified by the parties.

Unless otherwise agreed in writing, Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Past due amounts shall accrue interest at the lesser of the maximum rate permitted by applicable law or % per month (compounded monthly), and Client shall reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for cause if the other party breaches any material obligation and fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services properly performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means all technical, business, financial and other non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to its employees and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information does not include information that is or becomes public without breach, is already known by the receiving party, is lawfully obtained from a third party, or is independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information at the disclosing party's direction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom enforcement is sought.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may designate by notice to the other).

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement will remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. Waiver: The failure to exercise any right shall not constitute a waiver of that right. Remedies: The parties agree that irreparable harm would occur in the event of a breach of confidentiality or intellectual property obligations and that monetary damages may be inadequate; therefore, injunctive relief shall be available in addition to any other remedies.

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