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<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />Professional Services
<br />Exhibit C
<br />Dated as of August 31, 2004
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<br />1. Professional Services.
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<br />1.01. Subscriber may request professional services from time to time and Bentley may agree
<br />to perform such services pursuant to this Agreement The description of professional
<br />services requested by Subscriber and which Bentley agrees to perform shall be set forth in
<br />one or more written descriptions labeled 'SELECf Professional Services" and signed by
<br />Subscriber and Bentley (each an "Oroer').Bentley shall have the right to accept or decline
<br />any proposed Order. Each Order shall set forth, at a minimum, the work to be done, the
<br />number of Bentley's personnel to be assigned to Subscriber's work, the dlll'3.tion of each
<br />individual's assignment, and the fees for the work The services and other provisions
<br />described on the Qrder(s) are referred to colle<:tively as the "Work" while the results of
<br />the Work, if any, are referred to as the "Work Product.'
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<br />1.02 Method of Performance. Bentley, in conjunction with its persolUle1, will determine the
<br />method, derails, and mtl11S of performing the Work to be carried out for Subscriber,
<br />including the use of sulxontractors if deemed necessary. Subscriber shall have no right
<br />to, and shall not, control the manner or determine the method of accomplishing such
<br />Work. Subscriber may, however, require Bendey's personnel to observe at all times the
<br />security and safety polides of Subscriber, In addition, Subscriber shall be entitled to
<br />exercise a broad general power of supervision and control over the results of work
<br />performed by Bentley to ensure satislitctory performance, This power of supervision
<br />shall include the right to inspect, stop Work, make suggestions or recommendations as to
<br />the details of the work, and request modifications to the scope of an Order.
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<br />1.03 Scheduling. Bentley will try 10 accommodate work schedule requests of Subscriber to
<br />the extent possible. Should any personnel of Bendey be unable to perform scheduled
<br />services because of illness, resignation, or other causes beyond Bendey's reasonable
<br />control, Bendey will attempt to replace such personnel within a reasonable time, but
<br />Bendey shall not be liable for failure if it is unable to do so, giving due regard to its other
<br />commitments and priorities.
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<br />1.04. Reporting. Subscriber will advise Bentley of the individuals to whom Bendey's
<br />manager will report progress on day-to-day work. Subscriber and Bendey shall develop
<br />appropriate admlnistrative procedures for performance of Work at Subscriber's site, if
<br />necessary. Subscriber shan periodically prepare an evaluation of the Work performed by
<br />Bentley for submission to Bentley upon Bentley's request.
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<br />1.05. Place of Work. Cert2in projects or tasks may require Bentley's personnel to perform
<br />Work for Subscriber at Subscriber's premises. In the event that such projects or tasks
<br />are required to be performed at Subscriber's premises, Subscriber agrees to provide
<br />working space and facilities, and any other services and materials Bentley or its personnel
<br />may reasonably requesl in order to perform their work. Subscriber recognizes that there
<br />may be a need to train Bentley's personnel in the unique procedures used at Subscriber's
<br />location. When Subscriber determines that such training is necessary, Subscriber shall,
<br />unless otherwise agreed in writing, pay Bentley for its personnel's training time.
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<br />1.06. Non-Exclusive. Bentley shan retain the right to perform work for others during the
<br />term of this Agreement. Subscriber shall retain the right to cause work of the same or a
<br />different Idnd to be performed by its own personnel or other contractors during the term
<br />ofthisAgreement.
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<br />1.07. Perpetual license. Upon full payment for the Work, Bentley shall granl Subscriber a
<br />paid-up, perpetual, royalty-tree, non-o:clusive and non-transferrable right and license to use
<br />theWork Productfor Production Use. Bentley reuins all rlght,title and interest to theWork
<br />Productnol otherwise granted to Subscriber.
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<br />1.08. Preexisting Works of Bentley. Norwithsunding Section 1.07 of Exhibit C hereof,
<br />Bentley hereby reserves and retains ownership of all works which Bentley created
<br />unrelated to the Work performed purSlWlt to any Order, including but not limited to
<br />Products (the 'Pre-Existing Works'). Bentley does not grant Subscriber any rights or
<br />licenses with respect to the Pre-Existing Works.
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<br />1.09. Residuals. It is mutually acknowledged that, during the normal course of its dealings
<br />with. Subscriber and the Work, Bentley and its personnel and agents may become
<br />acquainted with ideas, concepts, know-how; methods, techniques, processes, skills, and
<br />adaptations pertaining to the Work, including those that Subscriber considers to be
<br />proprietary or secret. Notwithsunding anything in this Agreement to the contrary, and
<br />regardless of any termination ofthisAgreement, Bentley shall be entitled to use, disclose,
<br />and otherwise employ any idlZ, concepts, know-how, methods, techniques, processes,
<br />and skills, adaptations, including generalized featureS of the sequence,stnlcntre, and
<br />organization of any works of authorship, in conducting its business (mcluding providing
<br />services or creating programming or materials for other customers), and Subscriber shall
<br />not assert against Bentley or its personnel any prohibition or restraint from so doing.
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<br />1.10, Third-Party Interests. Subscriber's interest in and obligations Vrith respect to any
<br />programming, materials, or data to be obtained from third-party vendors, regardless of
<br />whether obtained Vrith the assisunce of Bentley; shall be determined in accordance with
<br />the agreements andpolides of such vendors.
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<br />1.11 Fees. Bentley shall be paid the fee as specified in each Order (which Bentley reserves the
<br />right to change upon at least sixty (60) dais advance notice or at any time for any new
<br />Order or modified portion of an existing Order), or, if no fee is specified, at Bentley's
<br />customary tates for the level of personnel providing such services.
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<br />1.12. Expenses. Subscriber shall also pay either the actual cost of Bentley's reasonable mvel
<br />and living expenses or an agreed-to amount for such travel and living expenses (other than
<br />normal commutation travel) for Bentley employees in the performance of Work set forth
<br />in each Order along with all other out.of-pocket expenses incurred by Bentley.
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<br />1.13. Estimates. Estimates of rotal fees for projects may be provided in an Order, but Bentley
<br />does not guarantee such estimates. Bentley will, however, notify Subscriber as soon as
<br />possible if it will exceed the estimate, and Subscriber may then terminate the project and
<br />pay only for services acmally rendered if Subscriber so chooses.
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<br />1.14.
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<br />Confidentiality. In the performance of the Work, Bentley may acquire information of
<br />Subscriber which is proprietary, non-public and identified in writing as confidential by
<br />Subscriber. Bentley shall not disclose to anyone not employed by Subscriber nor use except
<br />on beha1f of Subscriber any such confidential infonnation acquired in the performance of
<br />the Work except as authoriZed by Subscriber in writing and as maybe permitted by Section
<br />1.09 of this Exhibit C. Bentley shall have no obligation of confidentiality with respect to
<br />any information of Subscriber that (i) has entered the public domain other than through a
<br />breach ofthisAgreement, (11) has been rightfully obtained by Bentley from a third party
<br />with no obligation of confidentiality, or (ill) is previously known by Bentley as demonstrated
<br />by clear and convincing evidence_ Notwithstanding the foregoing restrictions, Bentley and
<br />its personnel may use and disclose any infonnation to the extent required by an order of
<br />any court or other governmental authority or as necessary for it or them !O protect their
<br />interest in thisAgreement, but in each case only after Subscriber has been so notified and
<br />has had the opportunity, if possible, to obtain reasonable protection for such information
<br />in connection Vrith such disclosure.
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<br />1.15. Tenn. This Exhibit C will become effective as of the date of the first executed Order and
<br />will continue in effect through the completion of each Order.
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<br />1.16. Termination of Orders. Subscriber or Bentley may terminate any uncompleted Order
<br />at any time by giving thirty (30) days written notice!O the other party. Upon such
<br />termination, Bentley agrees to stop Work under the Order in question and to formrd to
<br />Subscnber all completed or uncompleted drawings, reports or other documents relating
<br />to theWorklnthe event of such termination Subscriber shall be liable only for such fees,
<br />costs and expenses as have accrued prior to the effective date of such termination.
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<br />Ll7. Prohibition on Hiring. Subscriber shall not solidt for employment or hire any Bentley
<br />employees providing professional services hereunder directly or indirectly for the duration
<br />of the Work, plus a period of one (1) year after completion of the professional services
<br />provided hereunder.
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