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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 2010
<br />use license, nor shall Subscriber be liable for any breaches of SELECT Program services that the same CALs or
<br />such license by its employees. Such home use licenses granted Products under a perpetual license would entitle
<br />hereunder will expire upon termination of this Agreement. Subscriber to receive.
<br />(d) Evaluation of Products. If a Product is designated as eligible
<br />on SELECT Online, Bentley hereby grants to Subscriber,
<br />subject to its compliance with the procedures of this Section
<br />5.02(d) of Exhibit A, a limited non - transferable non - exclusive
<br />right to create, using SELECT Online (following the registration
<br />requirements set forth on SELECT Online), one (1) copy per
<br />Site of each Product contained on SELECT Online solely for
<br />Evaluation Use of such Product, provided that Subscriber shall
<br />have no right to create evaluation copies of Products previously
<br />licensed by Subscriber. The duration of use of an evaluation
<br />copy shall not exceed thirty (30) days, and Bentley may provide
<br />the Product with a mechanism that will cause the Product to
<br />time out or expire after thirty (30) days. Upon the earlier of the
<br />conclusion of such (30) day evaluation period or the termination
<br />of this Agreement, Subscriber shall destroy all copies of
<br />Products created for evaluation hereunder and, upon request by
<br />Bentley, certify such destruction in writing.
<br />(e) Subscription Licensing.
<br />(1) Subscriber may, upon Bentley's approval, license certain
<br />Products, or acquire CALs, for a specified term (a
<br />"Subscription License "). A Subscription License may
<br />entitle Subscriber to license rights in a single Product (a
<br />"Product Subscription ") or a specified portfolio of
<br />Products (a "Portfolio Subscription ") for Production Use,
<br />in Object Code form and within the Country. Each
<br />Portfolio Subscription is licensed for use on a single
<br />computer at one time, and its component parts or
<br />individual Product elements, if any, may not be separated
<br />for use on more than one computer. To be eligible to
<br />participate, Subscriber must be current on all outstanding
<br />invoices for amounts owed to Bentley.
<br />(2) The license term for a Product Subscription or Portfolio
<br />Subscription shall commence upon Subscriber's receipt of
<br />the License Key and, unless earlier terminated, shall
<br />continue for the remaining current term of the Agreement
<br />or such shorter term (not less than one (1) month) as
<br />Subscriber may elect at the time the purchase order is
<br />delivered and reflected in the License Key (the "License
<br />Term "). The License Tenn (and each successive term)
<br />shall automatically renew at its expiration for a successive
<br />term equal to the then remaining term of the Agreement,
<br />or such shorter term (not less than one month) as a
<br />Subscriber may elect at the time of such renewal, unless
<br />either party gives notice of its election not to renew the
<br />License Term at least thirty (30) days prior to the
<br />expiration of the then current term. The License Term for
<br />a particular Product Subscription or Portfolio Subscription
<br />shall terminate upon termination of the Agreement or in
<br />the event of non - renewal at the end of the then current
<br />License Term as provided in the preceding sentence.
<br />(3) The fees in effect as of the date a Subscription License for
<br />a CAL, Product Subscription or Portfolio Subscription is
<br />initiated or renewed hereunder shall remain in effect for
<br />such CAL, Product or Portfolio Subscription until the
<br />expiration or renewal date of the License Term for such
<br />CAL, Product or Portfolio Subscription. On the renewal
<br />date, the prices in effect on such date shall be applicable.
<br />(4) During the License Tenn, and any renewal term, all
<br />Subscription Licenses for CALs, Product Subscriptions
<br />and Portfolio Subscriptions shall entitle Subscriber to all
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<br />(5) Subscriber recognizes that the CALs, Products and
<br />Portfolios acquired or licensed under a Subscription
<br />License are provided to Subscriber for use only for the
<br />applicable License Term or any renewal term. In no event
<br />will a Subscription License continue beyond the expiration
<br />or earlier termination of the SELECT Agreement under
<br />which it is granted. Subscriber recognizes that CAL
<br />Subscriptions, Product Subscriptions and Portfolio
<br />Subscriptions may be delivered to Subscriber with
<br />embedded Time Clocks. Subscriber agrees that Time
<br />Clocks are not considered a defect of such Subscription
<br />Licenses and releases Bentley from any and all claims,
<br />however characterized, arising from or related to Time
<br />Clocks or their operation. Subscriber may not remove or
<br />evade Time Clocks.
<br />(6) In the event of any inconsistency between this Section
<br />5.02(e) of Exhibit A and any other Section or Exhibit of
<br />this Agreement, or between this Section 5.02(e) of Exhibit
<br />A and the terms and conditions in the license agreement
<br />provided with any Product or CAL that is the subject of a
<br />Subscription License, this Section 5.02(e) of Exhibit A
<br />shall control with respect to Subscription Licenses.
<br />(f) Client Software Benefits. "Client Access License" or "CAL"
<br />is a license right to install and use Client Software and permit a
<br />User to access Server Products licensed by Subscriber. If Client
<br />Software is designated as eligible on SELECT Online,
<br />Subscriber may, up to the total number of CALs licensed by
<br />Subscriber, for Production Use only: (I) install and use Client
<br />Software, (2) permit Users, including External Users, to access
<br />Server Products licensed by Subscriber; and (3) access Server
<br />Products licensed by an External User, and the total number of
<br />CALs counted as used hereunder shall be the number of unique
<br />Users, which number shall include External Users, recorded in
<br />the usage log files transmitted pursuant to this Section 5.02(f),
<br />during the term of this Agreement. The parties acknowledge
<br />and agree that an External User may be permitted to access
<br />Server Products licensed by Subscriber using a CAL owned by
<br />that External User. Subscriber agrees to transmit to Bentley,
<br />upon Bentley's request, true and accurate copies of the usage
<br />log files generated by Server Products or such other Bentley
<br />licensing technology as may be required by Bentley from time
<br />to time, and information identifying any External User that has
<br />accessed Server Products licensed by Subscriber. Upon
<br />expiration or earlier termination of this Agreement, the terms of
<br />the license agreement provided with the Client Software and the
<br />CAL shall thereafter govern the use of such Client Software and
<br />the associated CAL, and Subscriber shall no longer be entitled
<br />to the Client Software Benefits as set forth in this Section.
<br />(g) SELECTserver. Subscriber may, upon Bentley's approval, and
<br />at no charge, receive a Subscription License for Bentley's
<br />SELECTserver Product (or such other server -based license
<br />management technology that Bentley may offer). The terms of
<br />Subscriber's use of the SELECTserver Product shall be as set
<br />forth in the license agreement provided with the SELECTserver
<br />Product, as such terms are amended or supplemented in this
<br />Agreement. Subscriber acknowledges that SELECTserver (or
<br />such other server -based license management technology that
<br />Bentley may offer) may be delivered to Subscriber with
<br />embedded Time Clocks. Subscriber agrees that Time Clocks are
<br />not considered a defect of the Product and releases Bentley from
<br />any and all claims, however characterized, arising from or
<br />related to Time Clocks or their operation. Subscriber may not
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