Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
BENTLEY SYSTEMS, INC (2)-2017
H10JIRANCE 1407 REQUIRED VIVOW 61KY PROCEED Vi- WUNUIL A-2017-002 BENTLEY SYSTEMS, INCORPORATED SELECT PROGRAM AGREEMEW Bentley SELECT` NORTH AMERICA Bentley SELECT Agreement CLA Number 10362400 This SELECT Program Agreement (together :with all exhibits and attachments hereto as in effect from time to time, the "Agreement") is made as of the Effective Date by and between Bentley Systems, Incorporated, a Delaware corporation with its principal office sod place of business at 685 Stockton Drive, Exton, Pennsylvania 19341, and the subscriber identified below ("Subscriber"). All references herein to "Bentley".include Bentley Systems, Incorporated and its direct and indirect subsidiaries, Subscriber desires to enter into this Agreement to subscribe to die Bentley $BLECTO Program: ("SELECT Program") to acquire licensing privileges and services offered #Yom time to time under the SELECT Program,: all as more fully described in the lettered exhibits attached hereto. Subscriber, upon signing this Agreement, is bound by the terms of this Agreement and Exhibits A slid B hereto. Subscriber shall be bound by any amended or supplemental exhibit provided by Betltley upon Subscriber's license or purchase of products or services to which such amended or supplemental exhibits apply, The lettered exhibits attached to this Agreement are incorporated herein and made a part of this Agreement, as such exhibits may be updated, amended and supplemented With additional exhibits from time, to tinge upon thirty (30.) days ager dekivery through electronic: or other means to the Subscriber; provided, that as to particular products and services licensedor purchased Hereunder, Subscriber shall be bound by the form of the exhibits in effect at the time the products or services are licensed. or provided. Upon any renewal of this: Agreement, the updated, amended or supplemented exhibits in effect at the time of such renewal, if any, shall be applicable to all Iicensing privileges andservices under the SELECT Program provided from andrafter the date of such ienewal. Notwithstanding the foregoing, unless Bentley and Subscriber agree otherwise by a writing duly executed by authorized representatives of rho parties, no amendment or supplement to the exhibits to this Agreement after any perpetual license purchase shall limit or impair the rights of Subscriber under the perpetual license terms and conditions in effect at the time such license is acquired. For deflufflmrs of the capitalized terms used in this Agreement and the Exhibits hereto, see Section I of the General Terms and Conditions Included as Exhibit B. The term of this Agreement is set forth In the General Terms and Conditions corder the caption "Term; Termination" The terms of all Product licensesacquired hereunder shall be as set forth In Section $ of Exhibit A to this Agreement, and all Product licenstas hereunder are subject to the termination provisions applicable to such licenses in Section 5 of Exhibit A to this Agreement and in time General Tums and Conditions, Subscribers may not use the licenses, services and other bari provided under Nits Agreement for purposes of developing software applications for distribution outside or their organization or for providing end-user training on Bentley Products other than to internal end users, If your organization falls Into either of the foregoing prohibited categories, then .please cobtaet Bentley about other programs that are better suited for your business, BY SIGNING BELOW, SUBSCRIBER ACKNOWLEDGES THAT, THROUGH ITS AUTHORIZED REPRESENTATIVES, IT HAS READ AND UNDERSTANDS THIS AGREEMENT (INCLUDING ALL ATTACHED EXHIBITS), AGREES. TO BE BOUND BY THE 'GERMS AND CONDITIONS CONTAINED HEREIN AND HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT. SUBSCRIBER IS NOT ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. A FULLY EXECUTL^"D COPY OF THIS AGREEMENT WILL BE RETURNED TO SUBSCRIBER AFTER THIS AGREEMENT IS APPROVED AND ACCEPTED BY BENTLEY, SUBSCRIBER Approved as to Form BENTLEY SYSTEMS, INCORPORATED Gempany Name J---` /l % _ 1)lV 066hhn M Funk Signature Assistant City Attorney Qi ature Gerardo Mo et, nAbna ing-WY-Mager Attest Antonio lerardo PrintodNauis, ,�in tl� Printed Name CJI Y/�LAIeo l}tr V.P., Enterprise Subscription Team TrIe Maria D. Hulzar Title Clerk of the Council l4 -ural; Address Address: Reco endod for Approval 6R5 Stockton Drive �� Exton„ 1'cnnsylvania 19341 — d Fre Mou vipnur Tcloplione._ Executive director Telephone; 610-458-5000 Public Works Agency Date Sighed: SEL002520-1/0005 6/11 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 General. Subscriber agrees to purchase SELECT Program coverage forall Bentley Products licensed And CALs acquired by Subscif er. Bentley shall provide SELECT Program services to Subscriber £avail Bentley Products licensed by Subscriber, subject to the provisions of this Agreemecl. Subscriber may complete and submit to Bentley a supplemental form mferenaeil by ,Bentley as Attachment I ("Attachment F), and if completed Attachment I .shall be incorporatedinto this Agmcnremt, provided. that (except with respect to the duration of the initial term of the Agreement) in the event of any inconsistency bemoan this Agreement and Auseiroom 1, this Agreement slyall control with respect to subscriber's SELECT Program subscription. Any additional Bentley Products licensed by Subsolibar daring the tomo of this Agreement shallhe added automatically to Subscr'iber's SELECT Program coverage fareunder and the additional SELECT Program Fees will be included in Subscriber's periodic. Invoices for SELECT Program sorviees,. 2. SLLECTSupport Services platform for an equivalent license for such.. Product on another platform (a "Platform Exchange's). 3.02 Such Upgrade, Update, or Platform Exchange may be in downloadable electronic forrr,.or any other means. as Bentley may choose train time to time in its Sidedbcretlon. 3.03. In order for Subscriber- to be eligible to receive Upgrades, Updates, or Platform Exchanges, Bentley may require that Subscriber first. rotor, Ile Product (or component thereof, such as hardware lock or CD. ROM) subject to the Upgrade, Update, or Platform Exchange directly to Bentley. 3,04. If Subscriber receives to Upgrade and uses such Upgrade then Subscriber's aggregate use of the Upgrade and the original Product subject to such Upgrade may not exceed the number of licenses purchased for such Product. If Snbseriber receives a Platform Exchange then. Subscriber must immediately dense using the original Product subject to such Platform Exchange, 2.01. Bentley may provide SELECT suppm tservices to Subscriber either directly or, at its discretion, through antbozed Bentley Channel. Partners, A Channel Partner's authorization may belimited to a Particular Site or Sites. Subscriber aekoowled&es that Channel Partners are independent contractors of Bentley, and that there is no oniptoyodemployco relationship between Bentley and its Channel LOL Partners. 2.02. Bentley shall provide Technical -Support services to Subscriber, which includes telephone, facsimile, -electronic mail, and Internet based support to alolist Subscribers regarding the use of Bentley Products, CALs and services (however, not to include professional services or professional training services) and reasonable efforts to respond to technical inquiries within four hours dining regular business hours, The telephone portion of Technical Support services will be available seven days n week, 24 hours per day, provided that atter normal business hours at a Subscriber's regio al suppala ration, Subscriber may be required to contact another Bentley support' center. 2.03• Bentley shall have no obligation to provide a response or other service hereunder if Subswl6px's technical ingtmy is caused by< (a) Incorporation 6i attachment sof a feature, program, ru device to a Product not approved or supplied by Bentley; (b) oily noncommulanro caused by accident, transportation, neglcat, misuse: alteration, modification, or enhancement of a Product, (c) failure to provide.a suitable installation ecvirnnnren(, (d) use of tate Product other than as described in its Beaumont Set of as authorized under tills Agreement;. or (e) failure to incorporate any Update previmisly I eleased by Bentley. Bentley shall offer SELECT support services for a given version of a Product, for at toast twelve months, or until two Upgrades have been released by Bentley, whichever occurs fust, 2.44. If Subscriber experiences a production -stopping anomaly; Bentley will use good faith effortsto create an appiopiiato solation and deliver it cloctronicdly, Or4lrrbugh such other mean$ us Bentley may chousc in its solo discretion. 3. fipgradas, Updates, and Platroun Exeltarrges 3.01, Subscriber shall have the right to receive, at no additional -charge (other than Shipping sill handling, if applicable), Upgrades and Updates fel. such Product covered by the SELECT Program as such Upgrades and Updates become. available. Subscriber shall .150 have - the Tight to eacnoniec, at no addinimel change (other than shipping and handling, if applicable), a license for a Product (other than a SubscriPtimt License) covered by the SELECT Propane on one SEL002520-1/000$. 6111 ' SELECT Online. Subscriber shall receive access to SELECT Online as set Card) below and in mole derail in the applicable online agreement Pound at wwwaanfley,com ('tile "Online Agreement'): Bentley may, from time to time, offer Derain services, including, but not limited m, training services, to. its SELECT subscribers on a computer online service, electronic bulletin board; Internet Site or through technology developed in the mtme ("SELECT OnEue"), Subscriber shall use SELECT Online only in ncecrdamep with and subject to this .Agreement; the terms provided hereto and as supplemented from time to time in the Ondine Agmemctrt that is a condition precedent to use of SELECT Liable. The Online Agreement supplements this Agreement but does rot supersede it lit any respect. lin the event of aconflict between the Online Agreement rind this Agreement, the forms of this Agree num shall control, 4.02.. Beuley, shall have theante right to control .tire Tmmel, content, debvery and allulheraspects ofSELUCT Online. Bentley spaciiteatly ie$erv@s tine ri-la .tit wzy lime to modify Ric hipUmadon provided through SELECT Oidme, discontinue any portion of SELECT Ifuline, or mrminate the SELECT Online service altogether -without Providing Subscriber any Prior notice 4.03, Abuser a vaitten agreement with Bentley to lire nantrary, SubserlboCs Ilse of SELECT Online coustvnttes Subscriber agreement to be bound by tile lesions of file Online Agreement. S. product Licensing' 5:01. General. (a) Existing Lidetrses Bentley and Subacaiberagree that the terms of this Agreement shall ftmend and supplement all license agreements existing as of the Effective Date for Products (including prior versions thcrvof). In the event of a conflict between the terns of any license agreements existing as of tile. Effective Date for Products and the te'ms of this Agreement, the Willis of this Agropment Shall. control until termination of this Agreement, whereupon, with respect to any perpetually licensed. Products, the teems of die license agreement provided will tine Product upon. its dclivmy to Subscriber shall govern Subscriber's urn of may such Product. (b) Future Lhcoaes. lin .tate event that Subscriber acquires or 'lioeuses a copy of a Product, Subscriber's rise CC such Product shall be governed by file terns of the license no ieometit Page 2 of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 provided with tire Product upon its delivery to Subscriber, as .Subscriber rising pooled licensinghereby agrees to match and amended or supplemented by the terms of this Agreement In implement Bentley's SELECTserver or such other Bentley effect at the time of such purchase. Subscriber hereby agrees licensing technology as may be. required by Bentley time that its downloading in use of ally Products delivered to It shall ,from to time to monitor usage. Subscriber agrees and acknowledges conslimte Suhacriber's acceptance of the license agreement. that Bentley's SELECTserver will 8cm time to title transmit to terms provided with the Product upon its delivery to Siubscritica Bentley the usage log friesgenerated by SELECTserver or such If Subscriber licenses Additional copies of a Product that is other Bentley licensing technology, Subscriber agrees to allow already licensed by Subscriber, such additional licenses may be the above transmission to Bentley nr otherwise to transmit to authorizCd through delivery of a new License Key and without Bentley true and accurate copies of such usage lag flies. For delivery or download of any additional Product, In such purposes ofclaruy, the right to pool licenses of Products granted instances, Subscriber :agrees that the license agreement terms to Subscriber Posnmrt to this Section 5.02(x) of Exhibit A shall contained or cross-otnerenced rn the License Key shall govem terminate in the evem'of any 'rarefaction or mon renewal of this Subscrabar's use of such Product, In the event of Conflict Agreement, notwithstanding that the subject Products may be between the terms of the license agreement provided with a licensed on a'petpetual basis; The pooled licensing benefits set Product upon its delivery to Subscriber and the Cerins of this forth in this Section 5 02d) of Exhibit A are not appligable to Agreement in effect at the time such Product is purchased, the Server Products, Client. Software and associated CAU,. terms of this Agreement in effect at the time such Product is purchased shall control for the tenth of this Agreement. (b) Nu-Charge Licenses, However, with respect to any perpetually licensed Product; upon any unimu atior of this Agceimarm the teams and (1) If a Product is designated as eligible on SELECT Quline, conditions of rhe license agreement provided with the Product Subscriber is hereby entitled on a non-exclusive basis, upon its: delivery to Subscriber shall govern Subscriber's use of without payment of license fees but otherwise subject to the Product, the terms of this Agreement, to create Production Use (c) No Transfers Subject to Section 8,01 of Exhibit B, Subscriber copies, for use only by Subscriber, of certain -Products 'made available by Bentley from into totime and which shall not $en, transfer, assign, grant a security interest in, are designated by Bentley as ria-charge software, sublicense,loan, lease or rent any of its rights tinder its LALs or Subscriber is ean4ud toredisttibnta such Products,which licenses to use Bentley Products without the prior written are designated by Bentley as available for such co trent of Bentley. If consent is given by Bentley, Subscriber -permanently redistribution, in machinereadable form to find Pat ties :to maytransfer a license to another end ria©r, which Subscriber distributes its Bentley Products hire, provided all software and retitled documentation and media provided than Subscriber procures each such third patty's covered by such license are trairsferred to the transferee end agreement not to further redistribute such Products. Unless user and the Subscriber floes not retain. any copies ther'eof,.aira Bentley specifically authorizes otherwise in writing, such provided further that the transferee end user agrees in writing flvo licenses granted or redistributed hereunder will expiro with Bentley to coverall of its CALs and licensed Products upon termination of this Agreement. uudei the SELECT Program and be bound by the terms of the license:agteemeat then in effech. for such CAL of Product.. (2) pat each of Subscriber's licenses of a Product designated by Bentley as eligible on SELECT Online; Subscriber nay (d) No (commercial Hosting Products are licensed for production at no charge receive'a single CAL allowing one additional Usa only. Products may not be used to provide cmtivacrchal User (which User may, under the terms of Section 5.02(o hosting: services or is the basis for fee or transaction based of Exhibit A, be an -External User) of that designated services. Product to Inst ip and use Client Soltwarc to access any properly licensed Server Products, for Production Use, and 5.02. Licensing Programs Unless otherwise epooifloahy set paid herein, in occurrence with Section 5.172(() of Exhibit A. Such Bentley Products are licensedon a Per Devise bests as set forth In the LALs granted hcramdcr'will expire upon termination of applicable end user license that ships with the Bentley Produce. The. this Agreement. following heerra nglerognuns are not available for all Products; please check SELECT Cadinm to see winch Frodulos are .eligible for the (d) Berne Use Licenses. Unless Subscriber notifies Bentley in respective licensing programs ducenit a specific designation of writing that Subscriber's employees shall not be entitled to .eligibility, a Product is ineligible for any such program). Bentley obtain home use editors ofatPmduct, Bentley will distribute reserves the tight to add or reiueve any Product from eligibility for upon an employee's request made through Subscriber's site licensing under'. fie following programs Benticyreserves die light to administrator, and p rmit Subsmiber's employees to use, discontinue any Of its licensing progranns at any time, without notice without Charge,. home use editions of certain Products (for to Substnhal. Howevery until renewal or terlminanon of this winch such Charles are available, as dcsigneted oil SELECT Agreement, such termination dfany licensing program shall not affect Quite) in avacordaneo with the terns set fort]', nr the license the licenses mi Products previously granted poisoned to such agreement provided with such home rise edition of a Product, as terminated licensing program. For purposes of clarity, all licenses pmended:and ,supplemented by this Alinement, Restrietionsan Previously branted pars lam to it terminated licensing progratn shall home use licenses include the fnhowing: home use licenses rationale upon therenewal io termination of this Agreement, .'ere not Permitted tribe used for Production Use or any commei'niat (a) Pooled Licensing, if a Product is designated aS eligible on use, including training; home use licenses are net for use in Subseribefs pf izes; hour use licenses nley not be stared nn SELECT bonne, then Bentley hereby forms to Subscriber a any electronic maria from are licenses. must be permitted at ]halted noir-n misfciable nonexclusive right to use such Product Subscriber's jurisdichon.'file total nom her of home use editions for Production Use only on nn hhuser computer networks; and available to So bscrnber's employees may not exuded the number to install a licensed Product on mote than one compactor hard of Subscribci's,Product licenses;to which the home use editions disk, provided that all users under Ibis airaiigerment are tit the relate Holme use editions of Products. are ineligible for same Site and the number of users that ,Use a Proilbct during Technical Support even if Subscriber has purchased SELLCI` any one interest does not exceed tie number of copies of such Program services Subsoibw- shall nut be responsible. for Product for which Subscriber has Licenses at such Site: Any ensuring amimliimce by its employees with the Bentley home S6Cad251b1JOd05 6/11 'Page 3 of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 use license, nor shall Subscriber be liable for any breaches of SELECT Program services that the some CALs or such license br its employees. Such hone vise licenses granted Products under a perpetual license. would entitle horeunder will expire upon temonation of this Agreement, Subscriber to receive, (d) Evaluation of Products. If a Product is designated as. eligible. (5) Subscriber recognizes that the CALs, Products and on SELECT Online, Bentley hereby grants to Subset iboc} Portfolios acquired or licensed under a Subscription subject to its compliancewith the procedures of (his Section License are provided to Subscriber for use only for. the 5.02(d) of Exhibft A, a limited nontransferable non-exclusive applicable License Term or any renewal term, In no event I ightto create, using SELECT Online (following the registration will a Subscription License condone beyond the expiration .requirements set forth oil SELECT Online), one (1) copy par or earlier terminnefoo of the. SELECT Agreement under Site of each Product contained on SELECT Online`sotcly for which it is granted. Subscriber recognizes that .CAL Evaluation Use of such Product, provided that Subscriber shall. Subscriptions, Product Subscriptions and Portfolio have no right to ere do,evaluation copies of Products previously Subscriptions may be delivered to Subscriber with licensed by Subscriber. The dumdoa of use of an evaluation embedded Thus Clocks. Subscriber: agrees that Time copy shall not exceed. thirty (30) days, and Bentley may provide Clocks are not considered a defect of Such Subscription the Product with a mochanism that will cause the Product to Licenses and releases Bentley from any and all claims, time out or expireafter thirty (30) flays. Upon the earlier of the however characterized, arising from or related to Time conclusion of such (30) day evaluation period or the formulation Clocks or :their operation; Subscriber may not remove or of this Agreement, Subscriber shalt destroy all copies of evade Time Clocks. Products created for evaluation hereunder and, upon request by Bentley, certify such destruction in writing. (6) In the event of any inconsistency between this Section 5.02(c) of Exhibit A and ally other Section in Exhibit f of (e) Subscription Licensing. this Agreement, or between this Section 5.02(e) of Exhibit A and the terms and conditions in the license agreement (1) Subscriber may, upon Bentley'a approval, license coolant provided with any Product or CAL that is the subject of Products, or acquire CAL$, for a specified term (a Subscription License, this Section 5,02(e) of Exhibit A "Subscription License"). A Subscription License may shall control with respect to Subscription Licenses, entitle Subscriber to license rightsin a single Product (a `"Product Subscription-) or a specified portfolio of (f) Client Software Benefits; "Client Access License" or—CAV Products (a "Portfolio Subscription") for Production Use, is a license right to install and use Client Software and permit a in object Cade form and within the Country. Each User to access Server Products licensed by Subscriber. If Client ,Portfolio Subscription is licensed for use on a single Software 1s designated as eligible on SELECT Online, computer at one time, and its coopmiem' pans or Subscriber may, up to the total number of LALs licensed by individual Product elements, if any, may not be soperated Subscriber, for Production Use only: (1) install and use Client fag use on more than one computer. To be eligible to Software; (2) jncmril Users, including External Users,. to aceoss Participate, Subscriber most be pried on all outstanding. Server Products licensed by Subscriber; anti (3) access Server invoices for amounts owed to Bentley. :Products licensed by an External User, and, the total number of CALs counted as used hereunder shall be the number of unique (2). 'file. license tem, for a Product Subscription or Portfolio Users, which number shall, include External Lfsers, recorded in Subscription shall commence upon Subscr'iber's receiptof the Usage lag files h ulsmitted pursuant to this Section 5.62(0, the License Key and, unless earlier terminated, shall during the Lam of this Agreement The parties acknowledge continue for the remaining current term of the Agreement and agree that set External User may be penuhted to access or such slimier term hull lass .than one (1) month) as Server Products licensed by Subscriber using a CAL owned by Subscriber may elect at the tune the purchase order is that Esucrnal User Subseubet agreesto u'ausel t to Bentley, dollverod and reflected in the License Key (the "License upon Bentley's request, true and accurate copies of the usage Term"). The License Toren hand each successive tern)log fries, .generated by Server' Products or such other Bentley shall antomadcallyrenew at its expiration fare successive lIcrnshig technology is may be required by Bentley Frain into term equal to the then remaining tern of the Agreement, to time, and information identifying any External User that fin or such shorter term (not loss then one hand,) as a accessed Server Products licensed by Subscriber. Upon Subscriber may elect at the time of such renewal, unless expiration or earlier termination ttfthis Agreement, the terms of either party gives notice. of its election not to rancor the tine license agreement provided with the Client gollware and the License Termat least thirty (30) daysprior to the CAL shall thereaffo govern the use of such Client Software and expiration of the then current term. Time License Tenn for file associated GAL„ and Subscriber shall uo longer be entitled a. particuhtrPnndnca Subscription or Portfolio Subscription to the Client$oliware, Benefices set forth in this Section,. shall lcminain upon leminadon of the Agreement or lir fire event of non -renewal at the end of the then current (g) S$LECTserver. Subscriber may, upon Bentley's approval, and License Torm as provided in the in sccdongsenterim at no charge, receive a Subscription LiconSe for Bentley's SELE'CTserver Product (or such other server -based license (3) The fees in effect as of the date a Subscription Lfeease for management technology that Bentley may offer). The. tons of a GAL, Product Subscription or Portfolio Subscription is Sgbgettiber's Use of the SELEC`fsewer Product shall be as set initiatedd or renewed hereunder shall ren'lain it, effect for forth it) (lie license agreement provided with. the SULECTaerver such CAL, Product or Portfolio Subscription until the Produce, as such tonus are myended at supplemented in: this expiration or renewal date of the License Term for such Agreement, Subscriber acknowledges that SELECTsorver for CAL, Product or Portfolio Subscription. Oil the renewal well other server -based license rearagement toolmofogy that datey the prices in effect all such date shall be nppliaable. Bentley may offer) myy be delivered to Subsettbor with embedded Time Clocks, Subscriber agrees drat There Clooksare (4) During the License Term, said .any renewal torm, ell not considemdD defsci of tile Product and i eleases Bentley green Subscription Licenses for CALs, Product Subscriptions any rand all claims, however characterized, arising from or and Portfolio Subscriptioua Shall entitle Subscriber to all ,aimed to Tiro Clocks M their operallonr Subscriber may not SEL002520-1/000S 6/11 Page 4 of 12 BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 remove or evade Time Clocks. Subscriber agrees and acknowledges that Bentley's. SELECTserver will from time to time transmit to Bentleytheusage log files generated by SELECTserver or such other Bentley licensing technology. Subscriber agrees to allow the above transmission to Bentley or otherwise to transmit to Bentley true and accuratecopies of such usage log files. d. SEUCT Prograan Fees 6,01. Subscriber shall pay to Bentley the applicable SELECT Program Pee in effect for each Product licensed or CAL acquired as of the Effective Date of this Agreement Subscriber shall pay to Bentley the applicable SELECT Program Pee in effect for each additional Product licensed or CAL acquired dining the term Inscof as of the date such additional Product license or CAL is purchased, With respect to the .Products licensed or CALs acquired by Subscriber during the term of the Agreement, the fees in place as of the Effective Data, or, with respect to additional Products licensed or CALs acquired, as of the date of such purohao, shall remain in effect for the Subscriber until the date of file nestrenowal ofthrs Agreement, at which time the fees. shall be changed to#hoaeeliarged by Bentley as of such renewal date, provided that no changes in fees for Products or LALs covered shall. be effective amid thirty (30) days after Subscriber receives Notice of such changes, Subscription License fees as set forth in Section. S 02(0) of this Exhibit A are inclusive of SELSCT Program overage. .and no additional fees for SELECT Program coverage shall apply for Products licensed or CALs acquired under a Subscription License. 6.02. Bentley shall initially invoice Subscriber for one (1) year of)SBLBCr Program Fees for all Product licenses and CAIS as ogthe Effective Date of this Agreement. Bentley shall provide Subscriber with a pmt, rated. amoral Invoice for all Ptodurt houses and CALs pantie Sed during ilia East year following the Effective Date of this Agreement. As of the first anniversary of the Effective Date of this Agreement,. invoices dor SELECT Program Fees for Product licensees and CALs shall be issued quarterly or annually. Invoices redectingt raw Product licenses or CALs will include a prorated amount reflecting coverage of the Product or. CAL metal the SELECT Program .diving. the p'eceding invoice period plus. the gull amount for the current#tivaioe period. Bentley may modify the tinting of m omiug hereunder at any time, 693. Calculation and payment of the SELECT Program Fee horeurider $halt be based on the local price and local salivary of the Subscriber's Site where the related Products or CALs are used. SELoo2520-1/eeds 6/il Pages of 12 EFNTLEY SELECT PRLOGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 20 10 I. Dcanitims. 136. "Object Cade" means the Products in a machine readable form that The capitalized words, terms and phrases in this Agreement shall is not convenient to human understandingof the pmynum logic; and have the meanings set forth below; that can be executed by a computer ising the appropdate operating system without compilation or interpretation. Object Code. LOL "Agreement" means the SELECT Program Agreement executed by specifically excludes source code. Bentley and the Subscriber and all exhibits, attachments and " 1.17. Onilne Agreement" shall be defined as set froth in Exhibit A amendments as in effect from time to time. S , Section 4 bereim 1.02. "Bentley Products" or "Products" mean the software products, data and other materials, previously of herxafter distributed by Bentley 1.18. "Order" shall be defined as set forth in Exhibit C, Section 1,01 through delivery meehacasms determined in Bentley's •sole discretion herein, (including but not Funded to distribution via SELECT Online through download or by ordering through CD formard) that Bentley makes 1.19. "Pip -Existing Works" shat[ 6e definedasset forth to Exhibit C, available to Subscriber typically in Object Code fomr only; for Section 1.08 herein. licensing hereunder, including Updates and Upgrades thereto. 1:20. "Platform Exchange" shalt be defined as ser forth in Exhibii. A, 1.03, "CAL" shall be defined as set forth in. Exhibit A, Section 5.02(1) Section 3.01 herein. herein: 1,21. "Portfolio Subscription" shall be defined as set forth in Exhibit A, 194. "Channel Parfa W' or ^'Bentley Charnel Partner" means Section 5.02(c)(1) herein, :individuals and companies who are authorized by Bentley to provide SELECT support services asset forth in Exhibit A, Section 2, 1.22, "Product Subscription" shall be defined as act forth in Exhibit A, Section 5.02(e)(1) herein.. 1105. "Client Softa are" means software that allows a Device to access or utilize (or where applicable, be managed by) Server Products (anis, L23. "Production Use" merits. use of a Bentley Product in Object Code also where applcabic, to utilize certain aspects. of the Products when form by a User or .Device, as apidnablo, solely for Sulisaribers disemarctedfrom dta Server),. internal production purposes, rind excludes External Users (except with pespect to use of CALs and Recess of Server Piodrets prasuant to 1.06, "Country" means the country; (i) where 1110 Product is first obtained Exhibit A, Section 5,02(t) liorein) and Service -Burow Use. :from Bentley or a Channel Parmer, or (u) specified inthe purchase order for which a Production Use copy of the Product may be made 124 "Proprietary Informatin o" shall be deti,red as set forth in Exhibit oearlierBop600- Product is authorized to be used, 3Aoa f ) herein,. 1:07, "Definition of Use" shall have the meaning set forth In each License 1'25. ",SELECT Oulfti shall be defined as $at forth. in. Exhibit A, Section Key, 4.01 herein, 1...08: "Device" means a single personal computer, worksnnion,. tcaninal, 1.26• "SELECT Program Pee" means the foe for SELECT Program hand hold computer, pager, telephone, personal digital umistant, services aS set truth from time to time, in Bentley's sake discretion. $aNerr, orother Bleengnid device. Ali 1,27, "$'ELECTser'ver•" means Belrtleyls server -based licensing If% "Distribute" means distribution by Bentley through all means now technology: known of heomansur devoioped. 128, "Serial Number" moans a ❑uifiuo numl5mr issued by Bentley for 1;70. "Document Set" vasu sa with respect to a Product, one copy of one identification ofa particular copy of Product, which number shall be or more user guides developed for use with such Pr annul in electronic registered to Subscriber and assigned by Subscriber to a particular fnnnat or such other format as elected by Bentley in Its sole copy of such Product: discretion. .1.24. "Server" means Due of Subscriber's computers that can run a Server I.11. "Effective Do(&1 means (lie date that this Agreenuen.is accepter) by Product. Bombay as indicated on the first page of this Agreement. l.dQ. "Server Product" ilieans a Product that pmvidos services or 1.12. "Evaluatlmr Use" means the use of a Bentley Product solely fox functionality In Subscriber's Server(%). internal evaluation of such Product Evaluation Use expressly excludes use in connection with ongoing projects,. use for L'31 "Service Bureau Use" u,olades managing;. hosting, distributing or compensation of kind, and Production Use.. otherwise providing access to Products across awide area network, . 1,13; "External User" means any User (net an organization) who is not: (t) one of Subscriber's full-time, part-time, or temporary employcesr or (ij) agency temporary personnel Or an independent contractor on assignment a[ Subscriber's place of business; or work-sitc, 1.14. "License )Ley" moans the document finished by Bentley in electronic or such other fom,at as delennihedin Bentley's sole discretion, to Subscriber identifying,* .the Product licensed and authorizing use of a Product. 1.I5. "License Term" shall be defined as set forth in Exhibit A, Section 3.02(c)(2) boom. SEL002520-1/odo5 6/101 132. "Site" means all of the discrete guctimphlc locations at which. Subscriber Uses of oanages the operation of Products within the geographic boundaries of a single Clou i 1,33 "Subscriber" shall be defined as sot forth on the front page of this Agreement and with respect to Use Of Products the term "Subscriber" shall rotor to (r) One of Subscriber's full-time, part• time, or temporary, empluyeos; or (N) agency-rempmmy personnel or all independent contract i engaged ill Production Use on assigrunent at Subscriber's phaco of business or work -site. Page 6 of 12 BENTLEY SELECT PROGRAM /AGREEMENT General Terms and Conditions Exhibit B Bated as of January 2010 1,34. "Subscription License= shall he defined as set forth in Exhibit A, Section 5,02(e)(S) herein. 1.53. "Subscription Licensing" means acquisition of it CAL. or licensing of Product or portfolio of Products as act forth in Section 5.02(e) of Exhibit A of this AgroemenA 1.30. "Technical Support" means telephone, facsimile, Internet and electronic mail based supportto assista, subscriber to the SELECT Program as described in Exhibit A, Section 2.02 of this Agreement. 1.37. "Time Clacks" means copyprateethm mechanisms„ or other security 3.01 devices which may deactivate Products or CALs, including Bemfoy's SELECTserver, afb r termination or expiration of the Agreement, any applicable License Term or any applicable renewal term. 1138. "Update' means it-rn musiance release of a Product. 13% "Upgrade' means a commercial release of a Product which his substantial added functionality over the Product it is Intended tc replace. 1.40, "Use'r(whather or not capitalized) means utilization of the Product or CAL by all individual or when a Product has heart loaded into temposery: memory (he. RAM) or installed into permanent memory pxg. hard disk, CD-ROM, or other storage device) of a computer, IAI. "User" means an individual porgon, L42. "Work` shall be defused. as pet forth in Exhibit C, Section Lg11 herein. 1.43. "Work Product" shift be defrucd as act forth} In Exhibit C, Section 1.01 herein, L Payment of Bentley Yuaultes 2.01. Payment Terms. Subscriber shall flay each Bentley invoicefor all CALs, Productfocuses and services provided hereunder within thirty (30) days folia the date of such invoice. interest shall scene on delinquent payments of such invoices at the, rate of one and one-half petnent (15%) per month or the highest rate permitted by applicable law, whichever Is less Inthe event any payment hereunder is past due, Bentley, at Its discretion, may suspend or, after notice of such evetdue payment and a thirty (30) day period to care, terminate Subscriber's sorviere, rights, slid licenses provided tinder this Agreement. 2.02.. Taxes. Subscriber shall pay to Bentley all levied taxes that Bentley is required under applicable law to collect from Subatainer by reason of tie transactions coutemplaurl by this Agreement, including, but not limited to. sales, use, occupation, value added, emrse, ave property taxes (except for taxes based on Bentley's not income). VSubsoriber is -obligaredunder an applieainlelaw to tvithbold or deduct taxes fruit any payment of SELECT program Pees to Bentley, Subscriber slob fwnish to Bentley official receipts evidencing Subscriber's payment orsuch taxes. Subscriber ties complied with its obligations hereunder, These records shall include the location and identification of the Subscriber hardware on which Subscriber uses each copy of IN CALs or Products Stihseriber shall, upon seven (7) :days advance written notice. by Bentley, pennon reasonable inspection mid of such records by Bentley or a third -party auditor retained by Bentley at the offices of Subscriber during regular working hours. Intellectual Property Rights Pitta Reservation of Rights. Subscriber acknowledges and agrees that: (a) The Products, including the Document Sets for each Product, and any information which Subscriber obtains through the SELECT Program or the use of SELECT'ordine or any other means of electrolum transmission, contain proprietary information of Bentley, its licensors or other suppliers, sed us :protected under United States copyright laws, other applicable copyright lairs, Other laws relating to theprotection of intellectual property, and International treaty provisions; (b) 'lire entire right„ title and interest in and to the Products, the Document Sets; any information Subscriber obtains through the SELECT Program or the use of SELECT online an any other nnoaus of electronic transmission, aid all associated intellectual pit oportprights, shall remain with Bentley or its licensors; (c) The Products are licensed, notsold, and title to each copy of'tlro Products shall remain with Bentley or its licensors, and shall hot pass to Subscriber; and (d) Bentley retains all rights not expressly granted. 3.02 Source Code. Subscriber shall lave no right hereunder to receive, review; use or otherwise have access to the source code for the Products. 3103. Copyright Notices. Subsedber shalt reproduce and include on all copies of the Products created by Subscriber all copyright notices and Proprietary legends ofBentley or its licensors as they in or on the original media containing die Products supplied by Bentley, 3.04. Reproduction. of Document Sets, Subscriber only reproduce the Document Sets for its -interval, 11011-oommdcial rise only, but the cumulative number of truth reproduced Documennt. Sets may not exceed the number of Products licensed by Subscriber that correspond to the Document Sets. 3.05. Reverse Engineering, Subscriber may not decade, reverse engineer, reverse assemble, reverse compile, or otherwise transfuse the Products or Document Sets except and only to the extent that such activity is expressly permitted by appliciddo law notwithstanding this litnimtion. To the extent that Subscriber is expressly permitted by Imo to underlalse any of the. activities listed in the previous sentehce, Subscriber will not e;;8rclso lhosoFights mall if has provided Bentley with thirty (30) dayap for written notice of its intent to exercise such rights. 2.03. Local Price and Currency. Calculation and payment ofthe SELECT 3.OL Program Pee or ally separate -price for all LALs, N:odave and services hereunder shall be based on the local price and local cunancy of the Subscriber's Site where such CAL, Pi educt or service is used, 2.04, Recalls; Audit. Subscriber shall maintain complete and accurate records of CATs and Product licenses prior to the date of this Agreement and its creation and use of the CALs sectored and Products peered hereunder` to permit Barney to determm& whether Sat0n2520-1/000$ 5/11 Proprietary Information. (a) Subscriber understands and agrees that Bentley may, in connection with the Provision of CALs, Products and services hereunder, disclose to Subscriber confiidentinl„proprietary and teebmcat information pertaining to Bentley Products and to Bentley's technology and business practices (eolleclivoly "Proprietary Information"), Subscriber agrees to treat all Page 7of12 BENTLEY SELECT PROGRAM AGREEMENT General Terns and Conditions Exhibit B Dated as of January 2010 Proprietary Information in accordance with this Section 3.06 or Exhibit. B. (b) Subscriber shall maintain the confidentiality of all Proprietary Information. Subscriber shall not reproduce or copy Proprietary Information except as permitted in this Agreement or as maybe expressly authorized in nnctiug in advance by Bentley. All such copies .shall be marked by Subscriber as proprietary and confidential information. (c) Subscriber shall only use Proprietary Fomentation in furtherance of this Agreement, and may disclose Proprietary Information only to those employees required to Have knowledge of sante to perform their duties purseam to this Agresm In. Subscriber shall not disclose or make Proprietary Information available to any: third party at any tone. (d) Subscriber shall treat Proprietary ,Information with the some 4.03, degree of care as it uses toprotect its mon confidential blawmation, and in'to case less :than a reasonable degree of care. (e) Upon the termination or non -renewal of .this Agreement; Subscriber shall future to Bentley or, if so requested, destroy allT Proprietary Information in its possession. O Subscriber shall have no obligation of confidentiality with respect to any Proprietary Information that (I) late -e meed the public domain other than through a broach of this Agreement, (i) has been rightfully obtained by Subscriber from a third party with no obligation of confidentiality, or (iii) is previously known by Subscriber as demonstrated by clear And convincing evidence. 4.04, (g) Subscriber strait promptly inform Bentley upon ltaowlodge of any actual or potential tmauthorized use ar disclosure of the Proprietary Information. 3.07, No Benchmarks. Subscriber may not disclose the results of any Product testing, including but Act limited tobenchmarks, to any third. party' without first obtaining Bentleys written consent to do so. 41 Limited Waerutfy; Limitation of Remedho and Liability 4.01. Limited Warranty to Subscriber. Escort rot products licensed mldel Section 5.02(6), Section 5.02(c) or Section 5.02(d) of Exhibit A hereof, which are provided 4o Subscriber "ASdS" and coition{ Warranty pof any kind, Bentley Hereby warrants for the benefit only of Subs dbor that (a) for a period of ninety (90) (bay's ("Warranty, Poriad") front the date of delivery to Subscriber of a Serial Nutltber or Product; as the ease may be, the Producrshall, tntder rrbmnl use, cramps in substantial conformance with lite functional specifications set forth in the Dominent Set applicable m such Product and (b) for ti periodof ninety (90) days from the date of&INcry, other products and materials famished by Bentley to Subscriber shall, larder normal use, operatein substantial conformance with the Bentley documentation. applmsahlo to such products and materials. If arty prodif actions Alla a Cements or changes are made by Subscriber or at Subscriber's direction to the Products; if the Products. are reverse- engineereds decompiled or disassembled, or if Subscriber bleaches the terms of this Agreoment, then the warranties in this section 'shall be Immediately terminated, This limitedwarranty gives Subscriber spociltu legal rildiel Subscriber may havoother rights which may Very Eour state/jurisdiction to stare/jurisdiction. 4.03. Exclusion of Warranties. THE WARRANTIES STATED IN SECTION 4,01 ARE BENTLEY'S SOLE AND P,XCLUSIVF. WARRANTIES >PERTAINING TO THE PRODLtCTS, SELECT SELOOZ520-VOOOS 6/11 SUPPORT SERVICES AND OTHER MATERIALS AND SERVICES LICENSED, DELIVERED OR OTHERWISE FURNISHED BY BENTLEY UNDER THIS AGREEMENT. BENTLEY DOES. NOT WARRANT THAT THE PRODUCTS, SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS, BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR ERROR FREE. BENTLEY HEREBY DISCLAIM$ ALL OTHER WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AGAINST NON•INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER. AS SOME STATES/TURISDiCTION DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ESeluslto Remedy. The entire liability of Bentley and the stile and exclusive remedy of Subscriber shall be, ill Bentley's sole and absolute discretion, (t) to repair or replace a. Product or oilier materials in breach of lite foregoing warranties, (i) to advAo Subscriber how to achieve the sante functionality with time Product As described in the Document Set through a procedure different from that set forth in the Document Set, or (El) to return the purchase price or fees paid therefore, where written notice of such branch, specifying the defeat, is famished. to Bentley dining the: Wormnty Period. Repaired, corrected, or replaced. Products And Document Sets $flat] be covered by this limited warranty for ninety (40) days after the date: (a) of shipment, to Subscriber of the repaaed or replaced Products aiid Document Sets, of (b) Bentley advised Subscriber ]row to operate the Products So as to achieve time functionality described in the Document Sets, NO EVENT SHALL BENTLEY AND SUPPLIERS BE LIABLE TO INDIRECT, INCIDENTAL, SPECIAL tAMAGES,. .REGARDLESS SOF THE LOST PROFITS, COSTS OF ONLINE SERVICES,, ANY FAILURE OF OF LOST OR DAMAGED I ADVISED, KNEW OR SHOULp HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS BECAUSE SOME STATES/3URISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, 971E ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER.. 4.05. Disclaim". Subscriber Acknowledges thattireProducts are not milt - tolerant and have not been designed; mnannfaefured or intended for Ilse and will not be used in the development of weapons of mass destruction; as on-line control equipment in hazardous environments requiring fail-safe parfpr mance, such as in the operation of nuclear facilities, aheraft navigation or communication systems,. air uafBe„ control, direct life,eupport machines, of weapons systems, In which the failure of the Products could 'lead directly to Beath, .personal injury, or severe physical or environmental damage. Subscriber further acknowledges that the Products are not substitutes for Subscriber's professional judgment, and accordingly, neither Bentley nor its licensors or suppliers are responsible per Subscriber's use of the Products or time results obtained front such Ilse. The Products are intended onlyto assist Subscriber in its business, and are not meant to be substitun s for Subscriber's independent testing and verification of stress; safety, utility or other design paronethes. Page 8 of 12 BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 4.06, Limitation of Bentley Liability. IN THE EVENT THAT, NOTWITHSTANDING SECTIONS 4.01, 4102, 4.03, 4.04 AND 4.05 OF. THIS EXHIBIT B, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON -CONFORMITY 1NTA PRODUCT, IN SELECT SUPPORT SERVICES,: OR IN ANY OTHER SERVICE OR MATER'LALS,WHETAER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS. OF WHETHER. ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL. PURPOSE BY LAW, BENTLEY'S CUMULATIVE LIABILITY HEREUNDER SEALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (it) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM,. OR (iii) SUCH OTHER DEFECTIVE SERVICE OR.MATERUAS, AS THE CASE MAY BE, THE PROVISIONS OF THIS ,AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS ALLOCATION OP RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 4,07. Indemnification by Bentley. Bm'ley shall pay any dairalle finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed: and owned by Bentley infringes a third party's copyright minder the fewsof a Berne Convention signatory country„or results in a misappropriation of a third party's trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written nonce of any such claim, (b) .all available information and assistance, and (o) the opportunity to exercise sole control of the defense and self event of any such claim. Bentley shall also have lila fight, tit its expense, eitherto procure the right for Subscriber to continue to rise the product onto replace or modify such Product so that it becomes non -infringing If neither of the foregoing alternatives fs available on teens that Bentley, in its sole eiscr'efion, deems desirable, Subscriber shall, upon written request rmm Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall rebind to Subscriber the price paid by Subscriber for each copy of sada rumored Product, less twenty percent (21(t for each elapsed year since the commencement of the license for such copy., Bentley shall have no liability.and this indemnrtyshall not apply if file alleged infringement is contained in a Prodaot which is not developed or owned by Bentley or is due to modification of fro Product by Subscriber or rho combination, operation or use of a Product with other software that does not originate Troth Bentley or if Subscriber is in breach of this Agreement. Bentley $hall also have no liabdlity,'and this indemnity slall not apply, for the poidon of any clam[ of inrrimoment Based on use of a superseded or altered release of d Product if the inhing'eruent would have been avoided by the use of current, unaltered release of the Product, in no event ,shall Bentley's liability hereunder to Sth,wriber exceed the license fees paid by Subscriber pot' the allegedly infringing Product, 'this Section 4.07 sets forth Eufasto ibex's sole remedy for intellectual property umingenucat, i, Export Controls. The Ptoeldcts have been mAnufaotured or, developed in fire United States of America and accordingly may be subject to U.S. export control laws, regulations and iequacmatts. Regardless of any disclosure made by Subs'turburto Bentley of an ultimate destination of the Products, Subsoribex must not expaft or transfer, whother directly or manotetty, the Products, or any portion thereof; "ovally system Condamine such Products or pardon thereof, to anyone outside the United States (including father expert ifSubscr ibex took delivery Of ilia products outside the United Stacs) without first complying shortly and fully with all export controls that may be imposed nil dile Products by the United States Government or any country or organixohou of nations within whose jurisdiction Subscribe uses the SEIA025204/0005 6/11 Products? The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may be amended tram time to bine. Subscriber shall mebounify, clefiand and hold Bentley bamiless totally breach of itsobligations pursuant tothis Section: U.S. Government Restricted Rights. If the Productsare acquired Por or ori behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government'), it is provided with restricted rights. The Products and accompanying documentation are"commercial computer software"and 'Commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12212 and 227.7202, and "restricted computer software" pursuant to 48 C.F.R. 52,227-19(a), as applicable. Use,. modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S. Government are subject to restrictions as set forth in this Agreement and puirmant to 48 C.F.R. 12312, 52.227-19, 227 7202, and 1852.227-86, as applicable. 7. Term; Termination 7TH. Term, This Agreement and Subscriber's SELECT Program subscription shall become effective on the Effective Data, and shall continue for an initial term of twelve (12) months (rmli ss Attachment I provides for a longer duration of the initial teen), and 'shall mdomahcally renew for terms of like lunare unless editor partygives notice of its clacdOft to not rcncw the tern at least thirty (30) days prior to the expiration of fibs+ thea -cur remlearn, 7.02, Tormination for Material Breach. Either parry may, at its option, terminate this Agreement in the event of a material travel, of this Agreement by the other party. Any such maninat'ion may be affected only through a written notice to the other party, specifically identifying the breach or broaches on which termination is based. Following receipt of such notice, the party in breach shall have twenty ere (21) days to cure such breach or brunches, and (his Agreanted shall Terminate in the event (Tell such area is ))at made by tine end of such period; provided, however, Bentley start have the right to tionimamthis Agreement hninediately if Subscriber breuchee any of its obligahbns under Suction 3 ofthis .Exhibit B The failure of Subscriber to pay an outstanding invoice of Bentley shell always constitute a material breach of this Agreement. 7.03. Insolvency, If, under applicable insolvency laws, Subscriber beoames uunble to pay its debts on becomes insolvent or bankrupt or makes atranecments with its comfitots, or allrorwise goes into liquidation, administration or receivership, tire,, ,Buiuhry shall have the right terminate this Agreement tmniededely'by wi hour notice. 7.04: Consequences of Termination. f1pon the termination of this Agreement for. any reason, all of the rghts and licenses granted (a Subscriber in this ereemem Shall terminate immadiately. With .respect to any perpetually hecused Products, (he terms and conditions. set Forth in the license ag Qsment deliveredwith such Products and the Definition ofUsethall govern Subscriber's use of such Products. Subscriber shall immediately discontinue all of SELECT Online. 7.65 Reinstatement Following Termination Following a termination of the SELECT Program, Subscriber may remstntesuch services only if Bentley consents to such ounstateinent mud Subscriber pays to Bentley, in advance, a SELECT reinstatement in, in an amount to he determined in Bentley's role discretion, such omomt not to exceed the amount of all fees that world have accrued laid been payable, axe it my discounts, for the period between the data of termination and thedote of reinstatement. Page 9 of 12 BENTLEY SELECT PROGRAM AGREEMENT General Tenns anti Conditions Exhibit B Dated as of January 2010 8. Albeellaneolm hrternationat Sale of Goods, as amended, andof the Uniform Computer Information Transactions.. Act, as it may have been or 8.01, Assignment. Subscriber shall not assign this Agreement or delegate hereafter tray be In effect in any jurisdiction;: shall not apply to this Its duties hereunder without prior written consent by Bentley, For Agreement, purposes of this Agreement, a change in neutral of Subscriber shall be considered on Assignment for which Bentley's prior written consent is $10, Arbitration, In the event of nay ors}nate, controversy or Maim hereby granted provided can the surviving entity from such change in between the parties prising under this Agreement, the parties shah control must enter into a SELECT Agreement This Agreement may submit to binding arbitration before a single arbitrator in Philadelphia, be asaigned by Bentley to any successor In interest to Bentley's Pennsylvania in accordance with the Commercial Ai Ntration Rales of business or to any direct or indirect wholly-owned subsidiary of the Ameriom Arbitration Association. The decision of the arbitrator Bentley Systems, Incorporated. Any purported assignment in shall be final and binding on the parties, and the judgment upon the violation orthis provision shall be void and without effect. award seaderod by the arbitrator atrall he enforceable in any court of competent jurisdiction. Each patty shall bear its own attorney's fees, 8:02, Entire Agreement. This Agreement, together with the Exhibits and costs, and expenses Incurred in such Arbitration. signed Amendments, if any, incorporate the entire agreement of the parties and supersede and merge all prior and and written agreements; 8.11. Independent Contractor. Bentley's relationship with Subscriber for discussions and understandings between the parties with respect to all purposes hereunder shall be that of an independent contractor and the subject matter hereof. The terms and ,condiunnsof this Agreement 'nothing herein shall be construed as creating, at any time, an and of tiie applicable Bentley confirmation shall apply to enol, order Wlployer acid employee relationship between (be parties. accepted or shipped by Bentley hereunder. Any additional or different terns or conditions appearing oil a purchase order issued by S.12 Change of Ownership. Subscriber shall provide Bentley with sixty Subscriber hereunder, even if Bentley acknowledges such tetras and (60) days advance written nice of any changes in its ownership. or conditions; shall not be binding on the parties unless both parties location, expressly agree in a separate writing as provided under Section $.03 of this Exhibit B. 8.13, Headings. The headings in this Agreement urn intended solely for convenience of reference and. shalt not affect the meaning or 8:03. Amendments. Except as otherwise contemplated herein with respect interpretation of this Agreement. to updating; amending and supplementing the exhibits, this Agreement may only be amended or modified by a waiting duly executed by Authorized representatives. of tiro parties, provided, boweve, that any Additional or different terms of conditions appearing on a purchase order, even if acquired to be acknowledged by Bentley,. shall not be binding on the parties., 8.04. Notices, Notices under this Agreement stroll be made .orgiven as of the dam of ellher hand delivery or mailing to such patty, if sett prepaid car tried mall or next day air delivery to the address sec forth on the first page of this Agreement. All notices under this Agreement shall be addressed, if to Bontley, to its General Counsel, and if to Subscriber, to its authorized representative identified in this Agreement or ina subsequeutmotice to Bentley, 805, Force Mojeu'e, Bentley shall not be liable for failure to fulfill She tcnms of this Agreement due to fire; strike, war, government I ognlatiOna, acts of find, labor dlsmrhanees; Sots of allot ban mothar causes which are unavoidable and beyond its conn'ol, 8,06, 1Naiver, The failure of either part), to insist upon any of Its rights, under this Agreement upon one or more occasions, or to exercise ;my of Its tights,; shall not be deemed a waiver of such rights an any subsequent occasions. 8.07. Survival. Time covenants contained forms Agrccmontwhich, by their terms, require of contemplate. performance by the parties after the expiration or ternmali of the Agreement (including, but not limited to, Sections 5.01 (a), (b, (c) nail (d) and 6.01 of Exhibit A, Sections 1, 2, 3, q, 5, 4, 7.04, 7,05 and 8 of Bxhfft 13, and SclAmns 1,06, 1.67, 1,08, 1.09, 1.10, 111, 1,12, 1.19, 1.16 and t.17 of Exhibit C) shall be enforceable notwithstanding said expiration or bam nation. 8.08. Severability. The provisions ofthi9 Agreement shall be severable and the invalidity or to onmuccalnlity ofany one provision Shall not affect any Other unless othenvisenoted, 8.09. Governing Law. This Agreement shadl. be governed by, interpreted, .and enforced in accordance: with one laws of the Commonwealth of Pennsylvania, without regard to Another; of low provisions. To the Amann unt extent permitted by applicable law, the partiesagree that the provisions of (lie United Nations. Convention on Contract's for the SEtbbdE2t1¢faii05 G%11 Page ,10 & 12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of January 2010 1. Professional Services. I,01. Subscriber may request professional services from time to tomo and Bentley may agree to perform such services pursuant to this Agreement. The description of professional services requested by Subscriber and which Bentley agrees to perform shall be set forth in one or mora written descriptions. labeled "SELECT Professional Services" and signed by Subscriber and Bentley (each an "Order"). Bentley shall .have the tight to accept or decline any proposed Order. Each Order shall set forth, at a minimum, the work to be done, the number of Bentley's personnel to be mligned to Subscriber's work, the duration of each individual's assignment,. and the fees for the work The services and tither provisions described on the Order(s) are referred to collectively as the "Werk" while the results of the Work, if any, are referred to as the "Work Product." 1.02, Method of Performance, Bentley, in conjunction with its personnel, will define ne the method, ,derails, and means of performing the work to be carried out for Subscriber, including the use atsub-contractors if -deemed necessary.. Subscriber shall have no right to, and shall not, control the, amount or doterrione the method of accomplishing such work. Subscriber may; however, require Bentley's personnel to observe at all times the security and safety policies of Subscriber, In addition, Subscriber shall be entitled to exercise a broad general power of eupcivehon and control over tine results of work performed by Bentley to ensuri. satisfactory parlimmonce. This power ofsupervolon shall include the fight to Inspect, :slop work, make suggestions or recommendations as to the details of the work and request modifications to the scope of an Order. 1.03, Scheduling. Bentley will ;try to accommodate work schedule requests of Subscriber to the extent possible. Should any personnel of Bentley be unable to furious scheduled services because .of Illness, resignation, or other causes beyond Bentley's reasonable control, Bentley will attempt to replace such personnel within., reasonable time, but Bentley shall not be liable for failure if It Is unable to do: so, giving -duoregard to Its rouser com tri rman; and .priorities, 1,04- Reporting. Sulrscil6er will advise Burnley of the individuals 4'o when Bentley's manager will report progress on drryao-day work. Subscriber and Bantley shall develop. appropriate adrnlntstrative. .procedures. for peaformance of work at Subscriber's cite, if roccssary,.Subs ribor shall parmdloally Prepare on evaluation of {lie work performed by Bentley for sobniission in Bentley opurt $ontlays. Yequed. 105. Place of Work. Certain projects or tasks may require Benticy's personnel to perform work for. Subscriber at Soliscriber's promises. 10 the event that such projects or tasks are required to beperformFd at Subscriber's premises, subscriber agrees to provide working space and facilities, &adtiny other scrcreos and matoidnds Bentley or its personnel tnny Ousonkbly request in older to performtheir work. Sobsciber recognizes that there may be a need to lain Bentley x personnel in rho, unique pirmodgres used at Subscriber's location When Subsorber determines that such training Is necessary, Subscriber shall, unless otherwise agreed in writing, pay Bentley for its personnel's training tune. 'i A6- ,Aon-Gxclosive. Bentley shall retain (tic right to perform work for Others during the teun.of this Agreement, Subscriber shall retain the might to cause work of the same or a different kind to be performed by its own personnel or other contractors daring the term of this Agreement. 1.07,, Perpetual License. Upon full payment for tine work, Beuticy shall brant Subscriber paid-up, per odual, royalty -,tee richt grid license SFt002520-1/00115 _6/11 to use the Work Product for Production Use. Bentley retains all right, title and interest to the Work Product not otherwise granted to Subscriber. 1.95.. Preexisting Works of Bentley. Notwithstanding Section 1.07 of Exhibit C hereof, Bentley herebyreserves'and retains Ownership of all works which Bentley arented unrelated to the Work performed pursuant to any Order, including but nut limited to Products (the "Pre -Existing Works"), 'Bentley does net grant Subscriber any rights or licenses with respect to the Pro -Existing W e&. 1.09. Residuals. Tt is mutually acknowledged that, course of its dealings with Subscriber and the its personnel and agents may become wigs and QonStnere to be proprietary nl` secret. Notwittutanding anything in this Agreement to the contrary, and regardless of any hammaftod of this Agreement, Bentley shall be entitled to use, disclose, and otherwise employ any ideas; concepts, know-how, methods, techniques, pro uassess and skills, adaptations, including goucndiaed routines of the sequence, structure, ant] organization of any works of authorship, in conducting its business (including providing services or creating programming or materials for ogler customers), and Subscriber shall not assert against Bentley or its personnel ally prohibition or restraint from im doing. Mo. Third -Party Interests. Subscriber's interestin and obligations with respect to any programming, materials; or data to be obtained from thud-Pe,rty vendors, regardless of whether obtained with die. assistance of Bentley, shell be determined in_aaceirdanco with the agreements and policies ofsnch vendors: 641. Tines. Bentley shall be pard the .fee as: specified in each Order (which Bentley reserves the right to change upon at least sixty (60) days advance notice Or at any time for any new Order or modified portion of an existing Order), or, Iran fee is specified m Bentley's customary rates for the level of personnel providing such servioes. 1.12. Expenses. Subscriber shall also pay otthar the actual cost of Bentley's reasonable travel andliving expenses of an akreed-to amount for such travel end .living expenses (other than normal renunciation travel) for Bentley employees m the Pei Fo mance of Work set forth lir each Order along with all other out-of-pocket expenses incurred by Bentley. 133. Estimates, Estimates of total fees for projects may be provided in air Order, but B'entl'ey does' not guarantee such estimates. Bentley, will, however, notify Subscriber as soon as: possible if it will exceed the astimate, and Subscriber may ,lien terminate the project and pay only for services actually rendered if Subscriber so choosm, 1.14, Confidentiality. In the performance of the Work, Bentley, may aeguird information ol'Subsonber which is proprietary, non-public sad blenlified in writing as confidential by Subscriber. Bentley shall not disclose to anyond, not %mployed by Subsenbcr nor use except on behalf Of Subscriber ally such confidential infuriation acquired in the porfomraneo of (lie Work except as 0.uthmrzed by Subscriber in writing and as. may be permitted by Section L09 of this Exhibit C. Bentley shell have no obligation bf eonfutontiality with respect to ally information of Subscriber that (n) has entered I vi public domain other than through a breach ofthis Agrecassr, (ii) has been righthdly mitauu'dby Bentley from a third only with no obligation Of confidentiality, or (m) is previously known by Bentley as demonstrated by clear and convincing evidence. Notwitlr9muding [Iia loregonig restrictions, Bentley and its personnel may use and disclose any information to the extent required by an order crony, court or other go"nomental oul_luniry Pace 11 of 12 BENTLEY SELECT PROGRAM AGREEMENT Professional Services Exhibit C Dated as of Jabutitry 2010 or as necessary for it or them to protect their interest in this Agreement but in each case only after Subscriber has been to notified and has had the opportunity, if possible, to obtain reasonable protection for such information. in connection witls such disclosure. 1.15. Term.This Exhibit O will become effective its of the date of the first executod Order and will continue in effect through the completion of each Order. 1.16. Terinlnation of Orders. Subscriber or Bentley may terminate any uncompleted Order at any time by giving thirty (30) days written notice to the once party. Upon tuck termination, Bentley Agrees in stop Work under the Order in question and to forward to Subscrlber all completed or uncompleted drawings, reports or other documents relating to the, Work. In the event of such termination Subscriber shall be liable only for such fees, costs and expenses as have exceed prior to the effective date of such termination. 1.17. Prohibition on hiring, Subscriber :shall not solicit for employment or ]tire tiny Bentley employees providing professional nerviees hereunder for the duration of the Work, plus a period of one (1) year after completion of the professional services provided. hereunder. SEM02520-1(0005 6/11 Page 12 of 12 BENTLEY SYSTEMS, INCORPORATED BENT LEY' ATTACHMENT I SELECT PROGRAM AGREEMENT Bentley SELECT Agreement Number: Steps to a Properly Completed Attachment I: 1. Indicate the Term of the Agreement below. 2. Complete a Site Information form for each covered Site 3. Review the information regarding SEL,ECTse7ver Online, 4. Insert Attachment I into the Bentley SELECT Program Agreement Agreement Term*: ❑ 12 Months ❑ 24 Months ❑ 36 Months ❑ Other: *Tho Agreement Term is subject to Hentjey'g reviewand approval R1.002710d10001 Attachment I BENTLEY SELECT PROGRAM AGREEMENT SITE INFORMATION Please complete a copy of this form for each coveted Site (as defined in Exhibit B, Section 1.32) Bomley's processes for the delivery of License; Invoice and other information are optimized for electronic delivery. For the most effective communication, please ensure that email addresses are provided for all contact persons. Bentley will establish Online SELECTservices User permissions for the Technical Administrator designated below. The Technical Administrator may grant all or some of those permissions to other users within the organization. All licensing fulfillment documents will be delivered to the Technical Administrator, All Notices delivered tinder the Agreement shall be delivered to the Account / Billing Contact identified below or in a subsequent notice to Bentley. Shipping Address:' Company Technical Administrator. Name E-mail Address Address/Street (no P.O. Box) City Billing Address (if different) Company Site Account /milling Contact Name F -nail Address Address/Sireet (no P.O. Fox) City State and Zip State and Zip Country Country Phone Phone 01.002710.10001 Bentley will add this site to SELECTserver Online (a hosted, managed solution) for the management of your Bentley Product licenses. Subscriber will install, activate and maintain a SELECTserver gateway Service (a "Gateway") to manage pre -XM Bentley Products at this Site The new (or existing) Gateway will be physically located at the Shipping Address listed on the Site Information page found in Attachment 1. (optional): To discuss other Licensing options, please check the box below and a Bentley Representative will contact the Technical Administrator identified in the "Shipping Address" section. 11 Please contact dye site Technical Administrator regarding other licensing options. APPROVED AS^T�OPORM JaM M. Pok. Aui tat City Aumoay For more information on Bentley, please visit www.bentley.com or call 1 -800 -BENTLEY Bentley SELECT° sELou2710-I/OOaI