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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 201 O
<br />Bentley consents to such reinstatement and Subscriber pays to
<br />Bentley, in advance, a SELECT reinstatement tee, in an amount to be
<br />determ fined in Bentley's sole discretion, such amount not to exceed
<br />the amount of all fees that would have accrued and been payable,
<br />excluding discounts, for the period between the date of termination
<br />and the date of reinstatement.
<br />Miscellaneous.
<br />8.01. Assignment Subscriber shall not assign this Agreement or delegate
<br />its duties hereunder without prior written consent by Bentley. For
<br />purposes of this Agreement, a change in control of Subscriber shall be
<br />considered an assignment for which Bentley's prior written consent is
<br />hereby granted provided that the surviving entity from such change in
<br />control must enter into a SELECT Agreement. This Agreement may
<br />be assigned by Bentley to any successor in interest to Bentley's
<br />business or to any direct or indirect wholly-owned subsidiary of
<br />Bentley Systems, Incorporated. Any purported assignment in
<br />violation of this provision shall be void and without effect.
<br />8.02. Entire Agreement. This Agreement, together with the Exhibits and
<br />signed Amendments, if any, incorporate the entire agreement of the
<br />pazties and supersede and merge all prior oral and written agreements,
<br />discussions and understandings between the parties with respect to
<br />the subject matter hereof. The terms and conditions of this Agreement
<br />and of the applicable Bentley conFrma[ion shall apply to each order
<br />accepted or shipped by Bentley hereunder. Any additional or different
<br />terms or conditions appearing on a purchase order issued by
<br />Subscriber hereunder, even if Bentley acknowledges such terms and
<br />conditions, shall not be binding on the parties unless both parties
<br />expressly agree in a separate writing as provided under Section 8.03
<br />of this Exhibit B.
<br />8.08. Severebility. The provisions of this Agreement shall be severable and
<br />the invalidity or unenforceabihty of any one provision shall not affect
<br />any other unless otherwise noted.
<br />8.09. Governing Law. This Agreement shall be governed by, interpreted,
<br />and enforced in accordance with the laws of the Commonwealth of
<br />Pennsylvania, without regard to conflicts of law provisions- To the
<br />maximum extent permitted by applicable law, the parties agree that
<br />the provisions of the United Nations Convention on Contracts for the
<br />International Sale of Goods, as amended, and of the Uniform
<br />Computer Information Transactions Act, as it may have been or
<br />hereafter may be in effect in any jurisdiction, shall no[ apply to this
<br />Agreement
<br />8.10. Arbitration. In the even[ of any dispute, controversy or claim
<br />between the parties arising under this Agreement, the parties shall
<br />submit to binding arbitration before a single arbitrator in Philadelphia,
<br />Pennsylvania in accordance with [he Commercial Arbitration Rules of
<br />the American Arbitration Association- The decision of the arbitrator
<br />shall be final and binding on the parties, and the judgment upon the
<br />award rendered by the arbitrator shall be enforceable in any court of
<br />competent jurisdiction. Each party shall bear its own attorney's fees,
<br />costs, and expenses incurred in such arbitration.
<br />8.1 1. Independent Contractor. Bentley's relationship with Subscriber for
<br />all purposes hereunder shall be that of an independent contractor and
<br />nothing herein shall be construed as creating, at any time, an
<br />employer and employee relationship between the parties.
<br />8.12. Change of Ownership. Subscriber shall provide Bentley with sixty
<br />(60) days advance written notice of any changes in its ownership or
<br />location.
<br />8.03. Amendments. Except as otherwise contemplated herein with respect _
<br />to updating, amending and supplementing the exhibits, this 8.13. Headings. The headings ?n this Agreement are intended solely for
<br />Agreement may only be amended or modified by a writing duly convenience of reference and shall not affect the meaning or
<br />executed by authorized representatives of the parties, provided, interpretation of this Agreement.
<br />however, that any additional or different terms or conditions
<br />appearing on a purchase order, even if required [o be acknowledged
<br />by Bentley, shall not be binding on the parties.
<br />8.04. Notices. Notices under this Agreement shall be made or given as of
<br />the date of either hand delivery or mailing to such party, if sent
<br />prepaid certified mail or next day air delivery [o the address set forth
<br />on the first page of this Agreement All notices under this Agreement
<br />shall be addressed, if to Bentley, to its General Counsel, and if to
<br />Subscriber, to its authorized representative identified in this
<br />Agreement or in a subsequent notice to Bentley.
<br />8.05. Force Majeure. Bentley shall not be liable for failure to fulfill the
<br />teens of this Agreement due to tire, strike, war, government
<br />regulations, acts of God, labor disturbances, acts of terrorism or other
<br />causes which are unavoidable and beyond its control.
<br />8.06. Waiver. The failure of either party to insist upon any of its rights
<br />under this Agreement upon one or more occasions, or to exercise any
<br />of its rights, shall not be deemed a waiver of such rights on any
<br />subsequent occasions.
<br />8.07. Survival. The covenants contained in this Agreement which, by [heir
<br />terms, require or contemplate performance by the parties after the
<br />expiration or termination of the Agreement (including, but not limited
<br />to, Sections 5.01(a), (b), (c) and (d) and 6A1 of Exhibit A, Sections 1,
<br />2, 3, 4, 5, 6, 7.04, ZOS and 8 of Exhibit B, and Sections 1.06, 1.07,
<br />1 08, 1 .09, 1. 1 Q 1 .1 1, 1 .12, 1 .14, 1 .16 and 1.17 of Exhibit C) shall be
<br />enforceable notwithstanding said expiration or termination.
<br />SEL002520-1/0005 6/11
<br />CW1969816
<br />Page 10 of 12
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