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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 2010
<br />General.
<br />Subscriber agrees to purchase SELECT Program coverage for all
<br />Bentley Products licensed and CALs acquired by Subscriber. Bentley
<br />shall provide SELECT Program services to Subscriber for all Bentley
<br />Products licensed by Subscriber, subject to the provisions of this
<br />Agreement. Subscriber may complete and submit to Bentley a
<br />supplemental form referenced by Bentley as Attachment I
<br />( "Attachment 1 "), and if completed Attachment 1 shall be
<br />incorporated into this Agreement, provided that (except with respect
<br />to the duration of the initial term of the Agreement) in the event of
<br />any inconsistency between this Agreement and Attachment 1, this
<br />Agreement shall control with respect to Subscriber's SELECT
<br />Program subscription. Any additional Bentley Products licensed by
<br />Subscriber during the term of this Agreement shall be added
<br />automatically to Subscriber's SELECT Program coverage hereunder
<br />and the additional SELECT Program Fees will be included in
<br />Subscriber's periodic invoices for SELECT Program services.
<br />SELECT Support Ser ieeS
<br />platform for an equivalent license for such Product on another
<br />platform (a "Platform Exchange ").
<br />3.02. Such Upgrade, Update, or Platform Exchange may be in
<br />downloadable electronic form, or any other means as Bentley may
<br />choose from time to time in its sole discretion.
<br />3.03. In order for Subscriber to be eligible to receive Upgrades, Updates, or
<br />Platform Exchanges, Bentley may require that Subscriber first return
<br />the Product (or component thereof, such as hardware lock or CD-
<br />ROM) subject to the Upgrade, Update, or Platform Exchange directly
<br />to Bentley.
<br />3.04. If Subscriber receives an Upgrade and uses such Upgrade then
<br />Subscriber's aggregate use of the Upgrade and the original Product
<br />subject to such Upgrade may not exceed the number of licenses
<br />purchased for such Product. If Subscriber receives a Platform
<br />Exchange then Subscriber must immediately cease using the original
<br />Product subject to such Platform Exchange.
<br />4. SELECT Online.
<br />2.01. Bentley may provide SELECT support services to Subscriber either
<br />directly or, at its discretion, through authorized Bentley Channel
<br />Partners. A Channel Partner's authorization may be limited to a
<br />particular Site or Sites. Subscriber acknowledges that Channel
<br />Partners are independent contractors of Bentley, and that there is no 4.01
<br />employer /employee relationship between Bentley and its Channel
<br />Partners.
<br />2.02. Bentley shall provide Technical Support services to Subscriber,
<br />which includes telephone, facsimile, electronic mail, and Internet
<br />based support to assist Subscribers regarding the use of Bentley
<br />Products, CALs and services (however, not to include professional
<br />services or professional training services) and reasonable efforts to
<br />respond to technical inquiries within four hours during regular
<br />business hours. The telephone portion of Technical Support services
<br />will be available seven days a week, 24 hours per day, provided that
<br />after normal business hours at a Subscriber's regional support
<br />location, Subscriber may be required to contact another Bentley
<br />support center.
<br />2.03. Bentley shall have no obligation to provide a response or other
<br />service hereunder if Subscriber's technical inquiry is caused by: (a)
<br />incorporation or attachment of a feature, program, or device to a
<br />Product not approved or supplied by Bentley; (b) any
<br />nonconformance caused by accident, transportation, neglect, misuse,
<br />alteration, modification, or enhancement of a Product (c) failure to
<br />provide a suitable installation environment; (d) use of the Product
<br />other than as described in its Document Set or as authorized under
<br />this Agreement; or (e) failure to incorporate any Update previously
<br />released by Bentley. Bentley shall offer SELECT support services for
<br />a given version of a Product, for at least twelve months, or until two
<br />Upgrades have been released by Bentley, whichever occurs first.
<br />2.04. If Subscriber experiences a production- stopping anomaly, Bentley
<br />will use good faith efforts to create an appropriate solution and
<br />deliver it electronically, or through such other means as Bentley may
<br />choose in its sole discretion.
<br />3. upgrades, updates, and Platform Exchanges
<br />3.01. Subscriber shall have the right to receive, at no additional charge
<br />(other than shipping and handling, if applicable), Upgrades and
<br />Updates for each Product covered by the SELECT Program as such
<br />Upgrades and Updates become available. Subscriber shall also have
<br />the right to exchange, at no additional charge (other than shipping and
<br />handling, if applicable), a license for a Product (other than a
<br />Subscription License) covered by the SELECT Program on one
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<br />Subscriber shall receive access to SELECT Online as set forth below
<br />and in more detail in the applicable online agreement found at
<br />www.bentley.com (the "Online Agreement "):
<br />Bentley may, from time to time, offer certain services, including, but
<br />not limited to, training services, to its SELECT subscribers on a
<br />computer online service, electronic bulletin board, Internet site or
<br />through technology developed in the future ( "SELECT Online ").
<br />Subscriber shall use SELECT Online only in accordance with and
<br />subject to this Agreement, the terms provided herein and as
<br />supplemented from time to time in the Online Agreement that is a
<br />condition precedent to use of SELECT Online. The Online
<br />Agreement supplements this Agreement but does not supersede it in
<br />any respect. In the event of a conflict between the Online Agreement
<br />and this Agreement, the terms of this Agreement shall control.
<br />4.02. Bentley shall have the sole right to control the format, content,
<br />delivery and all other aspects of SELECT Online. Bentley specifically
<br />reserves the right at any time to modify the information provided
<br />through SELECT Online, discontinue any portion of SELECT
<br />Online, or terminate the SELECT Online service altogether without
<br />providing Subscriber any prior notice.
<br />4.03. Absent a written agreement with Bentley to the contrary, Subscriber's
<br />use of SELECT Online constitutes Subscriber agreement to be bound
<br />by the terms of the Online Agreement.
<br />5. Product Licensing
<br />5.01. General
<br />(a) Existing Licenses. Bentley and Subscriber agree that the terms
<br />of this Agreement shall amend and supplement all license
<br />agreements existing as of the Effective Date for Products
<br />(including prior versions thereof). In the event of a conflict
<br />between the terms of any license agreements existing as of the
<br />Effective Date for Products and the terms of this Agreement, the
<br />terms of this Agreement shall control until termination of this
<br />Agreement, whereupon, with respect to any perpetually licensed
<br />Products, the terms of the license agreement provided with the
<br />Product upon its delivery to Subscriber shall govern
<br />Subscriber's use of any such Product.
<br />(b) Future Licenses. In the event that Subscriber acquires or
<br />licenses a copy of a Product, Subscriber's use of such Product
<br />shall be governed by the terms of the license agreement
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