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<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of August 31, 2004
<br />
<br />1.
<br />
<br />DEFINITIONS
<br />
<br />The capitalized words, terms and phrases in this Agreement shall have the meaniogs set
<br />forth below:
<br />
<br />1.01. ~Agreement~ means the SELECT Program Agreement executed by Bentley and the
<br />Subscriber and all exhibits, attachments and amendments as in effect from time to time.
<br />
<br />1.02. "Bentley Products" or "Products" mean the software products, data and other
<br />materials, previously or hereafter distnbuted by Bentley through delivery mechanisms
<br />determined in Bentley's sole discretion (mduding but not limited to distribution via
<br />SELECT Online through download or by ordering through CD format) that Bentley
<br />makes available to Subscriber typically in Object Code form only, for licensing
<br />hereunder, including Updates and Upgrades thereto.
<br />
<br />1.03. "CAP means client access license.
<br />
<br />1.04. Channel Partner" or "Bentley Channel Partner" means individuals and companies
<br />who are authorized by Bentley to provide SELECT support services as set forth in
<br />ExhibitA,Section2.
<br />
<br />1.05. "client Software" means software that allows a Device to access or utilize (or where
<br />applicable, be managed by) Server Products (and, also where applicable, to utilize certain
<br />aspects of the Products when disconnected from the Server).
<br />
<br />1.06. uCountry" means the country: (i) where the Product is first obtained from Bentley or a
<br />Channel Partner; or (i.1) specified in the purchase order for which a Production Use copy
<br />of the Product may be made or the Product is authorized to be used.
<br />
<br />1.07. uDefinition ofUse~ shall have the meaning set forth in each license Key.
<br />
<br />1.08. ~Devicen means a single personal computer, workstttion, terminal, hand held computer,
<br />pager, telephone, personal digital assisunt, Server,or other electronic device.
<br />
<br />1.09. UDistribute" means distribution by Bentley through an means now known or
<br />hereinafierdevcloped.
<br />
<br />1.10. ~Document Set" means, with respect to a Product, one copy of one or more user guides
<br />developed for use with such Product in electronic formal or such other format as elected
<br />by Bentley in its soJe discretion.
<br />
<br />1.11. uEffective Date" means the date that thisAgreement is accepted by Bentley as indicated
<br />on tbe first page of this Agreement
<br />
<br />1.12 uEvaluation Usen means the use of a Bentley Product solely for intemal evalua.tion of
<br />such Product. Evaluation Use expressly excludes use in connection with ongoing projects,
<br />use for compensation of any kind, and Production Use.
<br />
<br />1.13. ~External User" means any User (not an organization) who is not:(l) one of Subscriber's
<br />fun-time, part.time, or temporary employees; or (ii) agency temporary personnel or an
<br />independent contractor on assignment at Subscriber's place of business or work-site.
<br />
<br />1.14. Ulicense Key" means the document furnished by Bentley in electronic or such other
<br />format as determined in Bentley's sole discretion,to Subscriber identifying the Product
<br />licensed,setting forth a Serial Number andauthorlzing use of a Product.
<br />
<br />1.15. "license Term" shan be defined as set forth in ExhibitA,Settion 5.02(eX2) herein.
<br />
<br />1.16. "Object Code" means the Products in a machine readable foon that is not convenient to
<br />human understanding of the program logic, and that can be executed by a computer using
<br />the appropria.le operating system without compilation or interpretation. Object Code
<br />specifically excludes source code.
<br />
<br />1.17. "Online Agreement" shall be defined as set forth in ExhibitA,Section 4 herein.
<br />
<br />1.18. uOrder~ shall be defined as set forth in Exhibit C,Section 1.01 herein.
<br />
<br />1.19. uPre_bistingWorksn shan be defined as set forth in Exhibit C,Section 1.08 herein.
<br />
<br />1.20 "Platform Exchange" shall be defined as set forth in ExhibitA, Section 3.01 herein.
<br />
<br />1.21. "PortfolloSubscriptionn shall be defined as set forth in ExhibitA,Section 5.02(eXI) herein.
<br />
<br />1.22 ~Product Subscription" shall be defined as set forth in ExhibitA,Section 5.02(eXl) herein.
<br />"
<br />
<br />1.23. "Production use means use of a Bentley Product in Object Code form by a User or
<br />Device, as applicable, solely for internal production purposes, arid excludes External
<br />Users and Service Bureau Use.
<br />
<br />1.24. "ProprietaryInformatlon" shall be defined as set forth in ExhibitB,Section 3.l:<<a)hercin.
<br />
<br />1.25 "SElECT Onllnen shaD be defined as set forth in ExhibitA, Section 4.01 herein.
<br />
<br />1.26. "SElECT Program Feen means the fee for SELECT Program services as set forth from
<br />time to time in Bendey's sole discretion.
<br />
<br />1.27. ~SELECTserver" means Bentley's server-based licensing technology.
<br />
<br />1.28. "Serial Number" means a unique number issued by Bentley for identification of a
<br />particular copy of a Product, which number shall be registered to Subscriber and assigned
<br />by Subscriber 10 a particular copy of such Product
<br />
<br />1.29. "Servern means one of Subscriber's computers that can run a Server Product.
<br />
<br />1.30. "Server Product" means a Product that provides services or functionality to
<br />Subscriber's Server(s).
<br />
<br />1.31. "Service Bureau Use includes managing, posting, distributing or otherwise providing
<br />access to Products across a wide area network.
<br />
<br />1.32. "Site" means a discrete geographic location.
<br />
<br />1.33. "Subscribern shaD be defined as set forth on the front page of this Agreement.
<br />
<br />1.34. "Subscription license shaD be defined as set forth in Exhibit A, Section 5.02(eXl) herein.
<br />
<br />1.35. "Subscription licensingn means licensing of a product or portfolio of products as
<br />set forth in Section 5.02(e) of Exhibit A of thisAgreement.
<br />
<br />1.36. "Technical Support~ means telephone, facsimile, Internet and electronic ma.il based
<br />support to assist a subscriber to the SELECT Program as described in Exhibit A, Section
<br />2.020fthisAgreement.
<br />
<br />1.37. uTIme Clocks" means copy.protettion mechanisms, or other security devices which may
<br />deactivate Products, including Bentley's SELECTserver, after termination or expiration of
<br />the Agreement, any applicable License Term or any applicable renewal term.
<br />
<br />1.38. uUpdate" means a maintenance release of a Product
<br />
<br />1.39. ~Upgrade~ means a commercial release of a Product which has substantial added
<br />lunctionality over the Product itls intended to replace.
<br />
<br />1.40, "Use~ (whether or not capitalized) means utiliz.'ltion of the Product by an individ11l1l or
<br />when a Product has been loaded mto temporary memory (i.e. RAM) or instalied into
<br />permanent memory (e.g. hard disk, CD-ROM, or other storage device) of a computer.
<br />
<br />1.41. "User" means an individual person.
<br />
<br />'1
<br />1.42. ~Work" shall be defined as set forth in Exhibit C,Section 1.01 herein.
<br />
<br />1.43. "Work Productn shall be defined as set forth in Exhibit C,Section 1.01 herein.
<br />
<br />2. PAYMENT OF BENTLEY INVOICES.
<br />
<br />2.01. Payment Terms. Subscriber shall pay each Bentley invoice for an Product licenses and
<br />services provided hereunder within thiny (30) days from the date of such invoice. Interest
<br />shal1accrue on delinquent payments of such invoices at the rate of one and one-half
<br />percent (1.5%) per month or the highest rate permitted by applicable law, whichever is
<br />less. In the event any payment hereunder is pasl due, Bentley, at its discretion, may
<br />suspend or, after notice of such overdue payment and a thiny (30) day period 10 cure,
<br />terminate Subscriber's services, rights, and licenses provided under this Agreement.
<br />
<br />2.02. Taxes. Subscriber shan be responsible for the payment of any and an applicable taxes,
<br />including but not limited to sales, use, occupation, value added,excise, and property taxes
<br />(except for taxes based on Bentley's net income).
<br />
<br />2.03. Local Price and Currency. Calculation and payment of the SELECT Program Fee or any
<br />separate price for an Products and services hereunder shall be based on the local price and
<br />local currency of the Subscriber's Site where such ProduClor service is used.
<br />
<br />2.04 Records; Audit. Subscriber shan maintain complete and accurate records of Product
<br />licenses prior to the date of this Agreement and its creation and use of the Products
<br />licensed hereunder to pennit Bentley to determine whether Subscriber has complied with
<br />its obligations hereunder.These records shan include the iocation and identification of the
<br />Subscriber hardware on which Subscriber uses each copy of the Products. Subscriber
<br />shall, upon seven (T) days advance wrinen notice by Bentley,permit reasonable inspection
<br />and copying of such records by Bentley or a third.party auditor reuined by Bentley at the
<br />offices of Subscriber during regul:tr working hours.
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