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<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />(continued)
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<br />Product for which Subscriber has licenses at such Site. Any Subscriber using
<br />pooled licensing hereby agrees to install and implement Bentley's SELECrserver or
<br />such other Bentley licensing teehnology as may be required by Bentley from time to
<br />time to monitor usage. Subscriber agrees, upon Bentley's request, to transmit to
<br />Bentley true and acC1.l1':ite copies of the usage log files generated by SELECfserver or
<br />such other Bentley licensing technology as may be required by Bentley from time to
<br />time. For purposes of clarity, the right to pool licenses of Products granted to
<br />Subscriber pursuant to this Section S.02(a) of Exhlbit A shall terminate in the event
<br />of any termination or non-renewal of this Agreement, notwithstanding that the
<br />subject Products may be licensed on a perpetual basis.The pooled licensing benefits
<br />set forth in this Section 5.02(a) of Exhibit A art not applicable to Server Products,
<br />Client Softmre and associated CALs.
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<br />be separated for use on more than one computer. The license term for a Product
<br />Subscription or Portfolio Subscription shall commence upon Subscriber's
<br />receipt of the Serial Number and, unless earlier terminated, shall continue for the
<br />remaining current term of theAgree.ment or such shorter term (not less than one
<br />(1) month) as Subscriber may elect at the time the purcha;;e order is delivered
<br />and reflected in the license Key (the "license Term"). The licenseTenn (and each
<br />successive term) shall automatically renew at its expiration for a successive term
<br />equal to the then remaining term of the Agreement, or such shorter term (not less .
<br />than one month) as a Subscriber may elect at the time of such renewal, unless
<br />either parry gives notice of its election not to renew the license Term at least
<br />thirty (30).days prior to the expiration of the then current term.The license Term
<br />for a particu1ar Product Subscription or Portfolio Subscription shall terminate upon
<br />termination of the Agreement or in the event of non.renewal at the end of the
<br />then current license Term as provided in the preceding sentence.
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<br />(b) No-Charge Licenses for Certain Products. If a Product is designated as eligible
<br />on SELECT Online, Subscriber is hereby entitled on a non-exclusive basis, without
<br />payment of license fees but otherwise subject to the terms of this Agreement, to
<br />create Production Use copies, for use only by Subscriber, of certain Products made
<br />available by Bentley from time to time and which are designated by Bentley as
<br />no-charge sottware.Subscriber is entitled to redistribute such Products, which are
<br />designated by Bentley as available for such redistribution, in machine readable form to
<br />third parties to which Subscriber distributes its Bentley Products files; provided that
<br />Subscriber procures each such third party's agreement not to further redistribute
<br />such Products. Unless Bentley specifically authoriZes otherwise in writing, such
<br />free licell'ies granted or redistributed hereunder will expire upon termination of
<br />this Agreement.
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<br />m The fees in effect as of the date a Product Subscription or Portfolio Subscription
<br />license is initiated or renewed hereunder shall remain in effect for such Product
<br />Subscription or Portfolio Subscription until the expiration or renewal date of the
<br />license Term for such Product SUbscription or Portfolio Subscription. On the
<br />renewal date, the prices in effect on such date shall be a.pplicable.
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<br />(4) During the license Term, and any renewal term, all Product Subscriptions and
<br />Portfolio Subscriptions shall be entitled to all SELECT Program services that the
<br />same Products under a perpetuallicell'ie would be entitled to receive.
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<br />(c) Home Use licenses. Unless Subscriber notifies Bentley in writing that Subscriber's
<br />employees shall not be entitled to obtain home use editions of a Product, Bentley
<br />will distribute upon an employee's request made through Subscriber's site
<br />administrator, and permit Subscriber's employees to use, without charge, home use
<br />editions of certain Products (for which such editions are available, as designated on
<br />SELECT Online) in accordance with the terms set forth in the license agreement
<br />provided with such home use edition of a Product, as amended and supplemented by
<br />this Agreement. Restrictions on home use licenses include the following: home use
<br />licenses are not permitted to be used for Production Use or any commercial use,
<br />including training; home use licenses are not for use in Subscriber's offices; home
<br />use licenses may not be stored on any dectronic media; horne use licenses must be
<br />permitted in Subscriber's jurisdiction. The total number of home use editions
<br />available to Subscriber's employees may not exceed the number of Subscriber's
<br />Product licenses to which the home use editioll'i relate. Home use editions. of
<br />Products are ineligible for Technical Support even if Subscriber has purchased
<br />SELECT Program services. Subscriber shall not be responsible for ensuring compliance
<br />by its employees with the Bentley home use license, nor shall Subscriber be liable for
<br />any breaches of such licell'ie by its employees. Such home use licenses granted
<br />hereunder will expire upon termination of this Agreement
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<br />(5) Subscriber recogniZes that the Product Subscriptions and Portfolio Subscriptio ns
<br />are DOt licensed on a perpetual basis and are provided to Subscriber for use
<br />only for the applicable license Tenn or any renewal term. In no event will a
<br />Subscription licell'ie continue beyond the expiration or eartier tennination of
<br />the SELECT Agreement under which It is granted. Subscriber recognizes that
<br />Product Subscriptions and Portfolio Subscriptions may be delivered to Subscriber
<br />with embedded nme Oocks. Subscriber agrees that TIme Clocks are not
<br />considered a defect of the Product Subscriptions or Portfolio Subscriptions and
<br />releases Bentley from any and all claims, however characterized, arising from or
<br />related to Ttme Clocks or their operation. Subscriber may not remove or
<br />evadeTuneOocks.
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<br />(6) In the event ofany inconsistency between this Section 5.02(e) ofExhibitAand any
<br />other Section or Exhibit of this Agreement, or between this Section 5.02(e) of
<br />Exhibit A and the terms and conditions in the license agreement provided with
<br />any Product that is the subject ofa Subscription license, this Section 5.02(e) of
<br />ExhibitA shall control with respect to Subscription ucenses, Product Subscriptions
<br />and Portfolio Subscriptions;
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<br />(d) Evaluation of Products. If a Product is designated as eligible on SELECT Online,
<br />Bentley hereby grants to Subscriber, subject to its compliance with the procedure;;
<br />of this Section 5.02(d) of Exhibit A, a limited non-transferable non-exclusive right
<br />to create, using SELECT Online (following the registration requirements set forth on
<br />SELECT Online), one (1) copy per Site of each Product contained on SELECT Online
<br />solely for Evaluation Use of such Product, provided that Subscriber shall have no right
<br />to create evaluation copies of Products previously licensed by Subscriber. The
<br />duration of use of an evaluation copy shall not aceed thirty (30) days,and Bentley
<br />may provide the Product with a mechanism thltt will cause the Product to time out or
<br />expire after thirty (30) days. Upon the earlier of the conclusion of such (30) day
<br />evaluation period or the termination of this Agreement, Subscriber shall destroy
<br />all copies of Products created for evaluation hereunder and, upon request by
<br />Bendey,certifysuchdestructioninwritiDg.
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<br />(t) Client Software Benefits. Under the SELECf Program, if Client Software is designated
<br />as eligible on SELECT Online, Subscriber may aggregate all CALs (of any type, Device
<br />or User) and install and use the Client Software on apy Device to access any
<br />properly licensed Server Products,for Production Use only, up to the total number of
<br />aggregate CAI.<; licensed by Subscriber. Upon expiration or earlier termination of this
<br />Agreement, the tenns of the license agreement provided with the Client Software and
<br />the CAl shall thereafter govern the use of such Client Software and the associated GAL,
<br />and Subscriber shallno longer be entitled to aggregate CALs as set forth in this Section
<br />Subscriber agrees, upon Bentley's request, to transmit to Bentley true and accurate
<br />copies of the usage log files generated by Server Products or such other Bentley
<br />licensing technology as may be required by Bentley from time to time.
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<br />(2) Subscriber shall receive, for each license Key for a Product Subscription and for
<br />all Products in a Portfolio SubScription, a non-exdusive right and limited term
<br />license to use,in Object Code form in the Country and for Production Use, one (1)
<br />copy of such Product Subscription or Portfolio Subscription for the term set forth
<br />in the license Key. Each Portfolio Subscription is licensed for use on a singie
<br />computer, and its component parts or individual Product dements, if any, may not
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<br />(g) SELECTserver. Subscriber may, upon Bentley's approval, and at no charge, license
<br />Bendey's SELECTserver Product (or such other server-based license management
<br />technology that Bentley may offer). If Subscriber elects to license Bentley's
<br />SELECTserver Product or otherwise elects to take adVlltl.tage of certain licensing
<br />programs offered under thisAgreement that require use ofSELECfserver (including,
<br />but not limited to licensing under 5.02(a) and 5.02(t), of this Exlubit A), then
<br />Subscriber must install a SELECTserver at each Site.The terms of Subscriber's use of
<br />the SElECTserver Product shall be as set forth in the license agreement provided with
<br />the SELECTserver Product, as such terms are amended or supplemented in this
<br />Agreement. The license rights granted to Subscriber for the SELECTserver Product
<br />(or such other server.based license management technology that Bentley may offer)
<br />shall terminate upon tennination of this Exhibit A or this Agreement. Subscriber
<br />acknowledges that SELECTserver (or such other server-based license management
<br />technology that Bentley may offer) may be delivered to Subscriber with embedded
<br />Tune Oocks. Subscriber agrees that Tlffie Oocks are not considered a defect of the
<br />Product and releases Bentley from any and all claims, however characterized, ariSing
<br />from or related toTlffie Oocks or their operation. Subscriber may not remove or evade
<br />Tune Oocks. Subscriber agrees, upon Bentley's request, to transmit to Bentley trUe
<br />and accurate copies of the usage log files generated by SFl.ECTserver or such other
<br />Bentley licensing technology as may be required by Bendey from time to time.
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<br />(e) Subscription licensing.
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<br />(1) Subscriber may, upon Bendey's approval, license certain Products for a
<br />specified term (a 'Subscription license"). A Subscription license may entitle
<br />Subscriber to license rights in a single Product (a 'Product Subscription") or a
<br />specified portfolio of Products (a 'Portfolio Subscription"). To be eligible to
<br />partieipate, Subscriber must be current on all outstanding invoices for
<br />amounts owed to Bentley.
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