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• • • Bentley SELECT Consulting Services Exhibit E Dated as of February 1, 1998 1. Consulting Services.Subscriber may request consulting services from Bine to tine proprietary or.secret.Notwithstanding anything in this Agreement to the contrary.and and Bentley may agree to perform such services pursuant to this Exhibit E and the regardless of any termination of this Agreement Bentley shall he entitled to use.dis- Geneud Terms and Conditions of the Agreement.the description of consulting sem close.and otherwise employ any ideas.coat-pls.know-hoc.methods.techniques. vices requested by hthsmler and which Bentley agrees to perform shall he set forth pnresses.and skills.adaptations.including genenlbed features of the sequence. in one or more written descriptions Libeled-SELECT Consulting Services"and signed sardure.and arganintinn of any works of authorship.in conducting its business by Subscriber and Bentley(cast a'\\inrk()Merl.(tender shall lore the right to I including pmriding sen'iees or creating programming or materials for other cos accept sir decline any proposed\Fork Order.Each Work order shall sex forth.at a min- tantetnt.and Suhu'rilier shall not assert against Bentley or its personnel any prohibition inumt.the work to he done the number of Bentley's personnel to he assigned to Stilt- or restraint from.at doing. scriber's work,the duration of each individu'al's assignment.and the fees girt the work. The services and other provisions described on tine Work Cededsl are referred to cop- 3.01 Third-Party Interests.Subscriber's interest in and uhligullans with respect to any pm. Iedively as the-Work"while the results of the Work.if any.are referred to as the gnmmnting.materials.or data to he obtained from thingpany Vendors.regardless of -AA'irk Product whether obtained with the assistance of Bentley.shall Ite dsormhael in accordance ci kit the agreements anti policies of such vendor's. 2. Performance. 4, feta and Expense's. 2.01 Method of Performance.Bentley.in conjunction with its personnel.will determine the medical.details.and means of performing the with to be carried out for Sub- Oil Fees.Bentley shall Ix paid the fee:u specified In caein Mink Order eviidt Bentley scriber,Subscriber shall lore no tight to.and shill not.mural the manner or deter. resents the right to change upon in least sixty tb111 days advance notice or at any time mine the method of accomplishing such pork.Subscriber may,hrvecer.require for any new ACork Order or modified pinion of an existing slick Oak-N.or.if no fee Bentley's personnel us observe at all times the smurin'and safety policies of Sud- is specified.at Bentley's drsnanaer riles pier tint level of employee prodding such ser- scriber.In addition.Subscriber shall Inc entitled to exercise a Inr ad general Ismer if vices us set limit in the then current ssux:r I'ricehxtk, supsv isian and control over the results of work pedittwd by Bentley to ensure satin- factory performance.This power of supervision shall include the right u inspect.sop 4.112 Expenses.Subscriber shall also pay either actual cost of Bentley's reasonable tr m- wr'k make suggestions or recommmendtions a:no the details of the murk.and request el and living expenses or agreed-tit amount air such travel'and tiling expenses modifications to the some of a\\itrk Order, tither(Iran normal commutation raven for Bentley emphurt's in the work sex firth in each Amirk Osler:dung with all tither out-of-pocket expenses incurred by Bentley. 2.112 Scheduling.Bendy will In'In acmnuundme work schedule requests of Suhsrriler to the extent possible.Should any perstinnel of Bentley Ix unable to perfunn scheduled 1.03 Estimates.En itnates of toad fees for projects may he provided inn a Work Order.hot services Inc use of illness.resignation.or usher muses beyond Bentley's reasonable Bentley does not guuantee such estimates.Bentley will,however,notify Subscriber as euntrul.Bentley will mtempl to replace such personnel within a reasunahIe time,hint soon as possible if in will exceed the estimate.and Subscriber may then terndnaxe the Batley shall nut ie liable for Edirne if it is unable to do as giving due regard to its muted and paw only or services actually rendered if Subvriler sit chooses. other connartents and priorities. 5. Confidentiality.In the performance ul'tine Work.Bentley may acquire information of 203 Reporting.Subscriber will advise Bentley of the individuals to whom Bentley's man- Subscriber which is proprietao'.nonpublic and identified as confidential by Sub. ager will report progress on day-today work.Subseriler and Bentley shall develop srnbxr.Bentley shall nut disclose to anyone nut employee)by Subscriber nor use appropriate:Wminiarrtire praxdurs for performance of work at Sulutrilnrs site. except on behalf of Subscriber any such conflenlial iifnrmnl pan acquired in the per- Subscriber shall periodically prepare an evaluation of the work performed by Bentley 1'unn:nme of the Work cxcepl as authorized by Subsoilx.0 in writing and as maybe per- for submission In Bentley. mined by Paragraph 3.t13 of this Exhibit E.Bentley shall have no obligation of confidentiality with respect to arty information of Subsudter that til has entered the 2.01 Place of Work.Bentley's personnel will perform all work for Subscriber primarily:u public domain ether don through a breach of this Agreement,lhit has been rightfully Subscribers premises except when such projects or tasks may.as mutually delenninetl obtained by Bentley from a third pang with no obligation of confidentiality,or Bomb is be perforated olLsite.Subscriber agrees to provide working space and facilities.:nd previously known by Bentley as demonstrated by ete:trnnd convincing evidence. any other services and materials Bentley or its lx»onnel may reasonably request in Notwithstanding the foregoing restrictions.Bentley and its personnel may use anti dis- order In perform their work.Subscriber recognizes that thew may be a need to Imin close any information to the extent required by an order of any mum or other govern- Bentley's personnel in die Unique pnwedures used in Subscriber's Icxntitn,\Then Sub- mental authority or us necessary for it or them to pmteta their interest in this Exhibit E. scriber determines than such training is necessary.Subscriber.shall,unless otherwise or the Agreement.but in each cue only after Subscriber has been so notified and has agreed in writing.par Bentley for its personnel's training dine, mini die npponunity.If ixcssible,to obtain remnnnble prntetlion fin such information in connection with such disclosure.Henley's obligations under this Paragraph shall 2.05 Non-Exclusive,Bender shall retain the right to perform work for others during the snvive expirmion or rernnin:Mon of the Agreement. Terms of this Agreement.Subscriber small retain she right to ruse work of the same or a different kind to be Iedluned by ins own personnel or other contractor:during the 6. Term and Termination of Work. terns of this Agreement. 6.111 Term.This Exhibit F will become effective as oldie date of the first executed Amrk 3. Subscriber's Rights. Order and will continue in effect through the oz npiesian of each Work Order. 3.01 Perpetual license.Upon full payment lin the\('ark.Bentley shall gram Subscriber a 6.02 Termination of Work Orders.Subscriber or Bentley may terminate any unamnpieted paid-up,perpetual.royalty-free right and license to use the Work i'rdum far Prothro Work Order at any time by giving Ihiny 1301 days written notice to the other pony. Ion Use.Bentley retains all right,title and interest to the Work 1'rnduo not otherwise I'pat such termination.Bentley agrees In stop Work under the Work Order in question granted to Subscriber. and it forward to Subscriber all completed or uncompened drawings.reports or other Mammals relining to the Work.In the event of such termination Subscriber shall he 3.02 Preexisting Works of Bentley.Notwithstanding Pmugraph 3.01 of Exhibit E.Bentley liable only for such fees,ensu and expenses as have:wanted prior to the effective hereby reserves and retains ownership of all works which Bentley created unreiticd to dine of such termination. the Work performed pursuant to minis Exhibit E.incrusting but not limited to Products mite'l re'Exisling Works").Bentley elites not grant Subscriber any rights or licenses 7. Prohibition on Hiring.Subscriber shall not solicit for employment or hire:my Bentley with respect to the Pre-Existing Works. employees providing consulting services hereunder for a peood of six ISI months:deer ognpidlon of the consulting services provided hereunder.Snitw'dhers obligations 3.03 Residuals.Bt is mutually acknowledged that,during die normal mune of its dealings under this Paragraph,shall suuvim expiration or termination of the Agmrnnenx. with Subscriber and the AFork,Bentley and its fetamnel and agents run'become acquainted with iciest.concepts.know-how,methods.techniques,processes,skills. and adaptations pervning to the Atick.including(hose that Subscriber considers'to he