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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />134.
<br />"Subscription License" shall be defined as set forth in Exhibit A,
<br />Subscriber has complied with its obligations hereunder. These records
<br />Section 5.02(e)(1) herein.
<br />shall include the location and identification of the Subscriber
<br />hardware on which Subscriber uses each copy of the CALs or
<br />1.35.
<br />"Subscription Licensing" means acquisition of a CAL or licensing
<br />Products. Subscriber shall, upon seven (7) days advance written
<br />of a Product or portfolio of Products as set forth in Section 5.02(e) of
<br />notice by Bentley, permit reasonable inspection and copying of such
<br />Exhibit A of this Agreement.
<br />records by Bentley or a third -party auditor retained by Bentley at the
<br />offices of Subscriber during regular working hours.
<br />1.36.
<br />"Technical Support" means telephone, facsimile, Internet and
<br />electronic mail based support to assist a subscriber to the SELECT
<br />3. Intellectual Property Rights
<br />Program as described in Exhibit A, Section 2.02 of this Agreement.
<br />1.37.
<br />"Time Clocks" means copy - protection mechanisms, or other security
<br />3.01. Title; Reservation of Rights. Subscriber acknowledges and agrees
<br />devices which may deactivate Products or CALs, including Bentley's
<br />that:
<br />SELECTserver, after termination or expiration of the Agreement, any
<br />(a) The Products, including the Document Sets for each Product,
<br />applicable License Term or any applicable renewal term.
<br />and any information which Subscriber obtains through the
<br />1.38.
<br />"Update" means a maintenance release of a Product.
<br />SELECT Program or the use of SELECT Online or any other
<br />means of electronic transmission, contain proprietary
<br />1.39.
<br />"Upgrade" means a commercial release of a Product which has
<br />information of Bentley, its licensors or other suppliers, and are
<br />substantial added functionality over the Product it is intended to
<br />protected under United States copyright laws, other applicable
<br />replace.
<br />copyright laws, other laws relating to the protection of
<br />intellectual property, and international treaty provisions;
<br />1.40.
<br />"Use" (whether or not capitalized) means utilization of the Product or
<br />(b) The entire right, title and interest in and to the Products, the
<br />CAL by an individual or when a Product has been loaded into
<br />Document Sets, any information Subscriber obtains through the
<br />temporary memory (i.e. RAM) or installed into permanent memory
<br />SELECT Program or the use of SELECT Online or any other
<br />(e.g. hard disk, CD -ROM, or other storage device) of a computer.
<br />means of electronic transmission, and all associated intellectual
<br />1.41.
<br />"User" means an individual person.
<br />property rights, shall remain with Bentley or its licensors;
<br />1.42.
<br />"Work" shall be defined as set forth in Exhibit C, Section 1.01
<br />(c) The Products are licensed, not sold, and title to each copy of the
<br />herein.
<br />Products shall remain with Bentley or its licensors, and shall not
<br />pass to Subscriber; and
<br />1.43.
<br />"Work Product" shall be defined as set forth in Exhibit C, Section
<br />(d) Bentley retains all rights not expressly granted.
<br />1.01 herein.
<br />3.02. Source Code. Subscriber shall have no right hereunder to receive,
<br />2.
<br />Payment of Bentley Invoices.
<br />review, use or otherwise have access to the source code for the
<br />Products.
<br />2.01.
<br />Payment Terms. Subscriber shall pay each Bentley invoice for all
<br />3.03. Copyright Notices. Subscriber shall reproduce and include on all
<br />CALs. Product licenses and services provided hereunder within thirty
<br />copies of the Products created by Subscriber all copyright notices and
<br />(30) days from the date of such invoice. Interest shall accrue on
<br />proprietary legends of Bentley or its licensors as they appear in or on
<br />delinquent payments of such invoices at the rate of one and one -half
<br />the original media containing the Products supplied by Bentley.
<br />percent (1.5 %) per month or the highest rate permitted by applicable
<br />law, whichever is less. In the event any payment hereunder is past
<br />3.04. Reproduction of Document Sets. Subscriber may reproduce the
<br />due, Bentley, at its discretion, may suspend or, after notice of such
<br />Document Sets for its internal, non - commercial use only, but the
<br />overdue payment and a thirty (30) day period to cure, terminate
<br />cumulative number of such reproduced Document Sets may not
<br />Subscriber's services, rights, and licenses provided under this
<br />exceed the number of Products licensed by Subscriber that
<br />Agreement.
<br />correspond to the Document Sets.
<br />2.02.
<br />Taxes. Subscriber shall pay to Bentley all levied taxes that
<br />3.05. Reverse Engineering. Subscriber may not decode, reverse engineer,
<br />Bentley is required under applicable law to collect from Subscriber by
<br />reverse assemble, reverse compile, or otherwise translate the Products
<br />reason of the transactions contemplated by this Agreement,
<br />including, but not limited to sales, use, occupation, value added,
<br />or Document Sets except and only to the extent that such activity is
<br />excise, and property taxes (except for taxes based on Bentley's net
<br />expressly permitted by applicable law notwithstanding this limitation.
<br />income). If Subscriber is obligated under an applicable law to
<br />To the extent that Subscriber is expressly permitted by law to
<br />withhold or deduct taxes from any payment of SELECT Program
<br />undertake any of the activities listed in the previous sentence,
<br />Fees to Bentley, Subscriber shall furnish to Bentley official receipts
<br />Subscriber will not exercise those rights until i has provided Bentley
<br />evidencing Subscriber's payment of such taxes.
<br />with thirty (30) days prior written notice of its i ntent to exercise such
<br />rights.
<br />2.03. Local Price and Currency. Calculation and payment of the SELECT 3.06. Proprietary Information.
<br />Program Fee or any separate price for all CALs, Products and
<br />services hereunder shall be based on the local price and local (a) Subscriber understands and agrees that Bentley may, in
<br />currency of the Subscriber's Site where such CAL, Product or service connection with the provision of CALs, Products and services
<br />s used. hereunder, disclose to Subscriber confidential, proprietary and
<br />2.04. Records; Audit. Subscriber shall maintain complete and accurate technical information pertaining to Bentley Products and to
<br />records of CALs and Product licenses prior to the date of this Bentley's technology and business practices (collectively
<br />Agreement and its creation and use of the CALs acquired and "Proprietary Information "). Subscriber agrees to treat all
<br />Products licensed hereunder to permit Bentley to determine whether
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