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I.
<br />1.01
<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />Professional Services
<br />Exhibit C
<br />Dated as of January 2010
<br />Professional Services.
<br />Subscriber may request professional services from time to time and
<br />Bentley may agree to perform such services pursuant to this
<br />Agreement. The description of professional services requested by
<br />Subscriber and which Bentley agrees to perform shall be set forth
<br />in one or more written descriptions labeled "SELECT
<br />Professional Services" and signed by Subscriber and Bentley
<br />(each an "Order "). Bentley shall have the right to accept or
<br />decline any proposed Order. Each Order shall set forth, at a
<br />minimum, the work to be done, the number of Bentley's personnel
<br />to be assigned to Subscriber's work, the duration of each
<br />individual's assignment, and the fees for the work. The services
<br />and other provisions described on the Order(s) are referred to
<br />collectively as the "Work" while the results of the Work, if any,
<br />are referred to as the "Work Product."
<br />1.02. Method of Performance. Bentley, in conjunction with its
<br />personnel, will determine the method, details, and means of
<br />performing the work to be carried out for Subscriber, including the
<br />use of sub - contractors if deemed necessary. Subscriber shall have
<br />no right to, and shall not, control the manner or determine the
<br />method of accomplishing such work. Subscriber may, however,
<br />require Bentley's personnel to observe at all times the security and
<br />safety policies of Subscriber. In addition, Subscriber shall be
<br />entitled to exercise a broad general power of supervision and
<br />control over the results of work performed by Bentley to ensure
<br />satisfactory performance. This power of supervision shall include
<br />the right to inspect, stop work, make suggestions or
<br />recommendations as to the details of the work, and request
<br />modifications to the scope of an Order.
<br />1.03. Scheduling. Bentley will try to accommodate work schedule
<br />requests of Subscriber to the extent possible. Should any personnel
<br />of Bentley be unable to perform scheduled services because of
<br />illness, resignation, or other causes beyond Bentley's reasonable
<br />control, Bentley will attempt to replace such personnel within a
<br />reasonable time, but Bentley shall not be liable for failure if it is
<br />unable to do so, giving due regard to its other commitments and
<br />priorities.
<br />1.04. Reporting. Subscriber will advise Bentley of the individuals to
<br />whom Bentley's manager will report progress on day -to -day work.
<br />Subscriber and Bentley shall develop appropriate administrative
<br />procedures for performance of work at Subscriber's site, if
<br />necessary. Subscriber shall periodically prepare an evaluation of
<br />the work performed by Bentley for submission to Bentley upon
<br />Bentley's request.
<br />1.05. Pace of Work. Certain projects or tasks may require Bentley's
<br />personnel to perform work for Subscriber at Subscriber's premises.
<br />In the event that such projects or tasks are required to be performed
<br />at Subscriber's premises, Subscriber agrees to provide working
<br />space and facilities, and any other services and materials Bentley
<br />or its personnel may reasonably request in order to perform their
<br />work. Subscriber recognizes that there may be a need to train
<br />Bentley's personnel in the unique procedures used at Subscriber's
<br />location. When Subscriber determines that such training is
<br />necessary, Subscriber shall, unless otherwise agreed in writing, pay
<br />Bentley for its personnel's training time.
<br />1.06. Non - Exclusive. Bentley shall retain the right to perform work for
<br />others during the term of this Agreement. Subscriber shall retain
<br />the right to cause work of the same or a different kind to be
<br />performed by its own personnel or other contractors during the
<br />term of this Agreement.
<br />1.07. Perpetual License. Upon full payment for the Work, Bentley shall
<br />grant Subscriber a paid -up, perpetual, royalty -free right and license
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<br />to use the Work Product for Production Use. Bentley retains all
<br />right, title and interest to the Work Product not otherwise granted
<br />to Subscriber.
<br />1.08. Preexisting Works of Bentley. Notwithstanding Section 1.07 of
<br />Exhibit C hereof, Bentley hereby reserves and retains ownership of
<br />all works which Bentley created unrelated to the Work performed
<br />pursuant to any Order, including but not limited to Products (the
<br />"Pre- Existing Works "). Bentley does not grant Subscriber any
<br />rights or licenses with respect to the Pre - Existing Works.
<br />1.09. Residuals. It is mutually acknowledged that, during the normal
<br />course of its dealings with Subscriber and the Work, Bentley and
<br />its personnel and agents may become acquainted with ideas,
<br />concepts, know -how, methods, techniques, processes, skills, and
<br />adaptations pertaining to the Work, including those that Subscriber
<br />considers to be proprietary or secret. Notwithstanding anything in
<br />this Agreement to the contrary, and regardless of any termination
<br />of this Agreement, Bentley shall be entitled to use, disclose, and
<br />otherwise employ any ideas, concepts, know -how, methods,
<br />techniques, processes, and skills, adaptations, including
<br />generalized features ofthe sequence, structure, and organization of
<br />any works of authorship, in conducting its business (including
<br />providing services or creating programming or materials for other
<br />customers), and Subscriber shall not assert against Bentley or its
<br />personnel any prohibition or restraint from so doing.
<br />1.10. Third -Party Interests. Subscriber's interest in and obligations
<br />with respect to any programming, materials, or data to be obtained
<br />from third -party vendors, regardless of whether obtained with the
<br />assistance of Bentley, shall be determined in accordance with the
<br />agreements and policies of such vendors.
<br />IJ 1. Fees. Bentley shall be paid the fee as specified in each Order
<br />(which Bentley reserves the right to change upon at least sixty (60)
<br />days advance notice or at any time for any new Order or modified
<br />portion of an existing Order), or, if no fee is specified, at Bentley's
<br />customary rates for the level of personnel providing such services.
<br />1.12. Expenses. Subscriber shall also pay either the actual cost of
<br />Bentley's reasonable travel and living expenses or an agreed -to
<br />amount for such travel and living expenses (other than normal
<br />commutation travel) for Bentley employees in the performance of
<br />Work set forth in each Order along with all other out -of- pocket
<br />expenses incurred by Bentley.
<br />1.13. Estimates. Estimates of total fees for projects may be provided in
<br />an Order, but Bentley does not guarantee such estimates. Bentley
<br />will, however, notify Subscriber as soon as possible if it will
<br />exceed the estimate, and Subscriber may then terminate the project
<br />and pay only for services actually rendered if Subscriber so
<br />chooses.
<br />1.14. Confidentiality. In the performance of the Work, Bentley may
<br />acquire information of Subscriber which is proprietary, non - public
<br />and identified in writing as confidential by Subscriber. Bentley
<br />shall not disclose to anyone not employed by Subscriber nor use
<br />except on behalf of Subscriber any such confidential information
<br />acquired in the performance of the Work except as authorized by
<br />Subscriber in writing and as may be permitted by Section 1.09 of
<br />this Exhibit C. Bentley shall have no obligation of confidentiality
<br />with respect to any information of Subscriber that (i) has entered
<br />the public domain other than through a breach of this Agreement,
<br />(ii) has been rightfully obtained by Bentley from a third party with
<br />no obligation of confidentiality, or (iii) is previously known by
<br />Bentley as demonstrated by clear and convincing evidence.
<br />Notwithstanding the foregoing restrictions, Bentley and its
<br />personnel may use and disclose any information to the extent
<br />required by an order of any court or other governmental authority
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