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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 201 O
<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 Co [he provisons of this
<br />Agreement. Subscriber may complete and submit to Bentley a
<br />supplemental form referenced by Bentley as Attachment 1
<br />("Attachment 1"), and if completed Attachment I 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 />Subscription License) covered by the SELECT Program on one
<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 />download able electronic torm, 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 />[he Product (or component thereof, such as hardware lock or CD-
<br />ROM) subject to the Upgrade, Update, or Platform Exchange directly
<br />[o 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 />SELECT Support Services
<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 [o a
<br /> particular Site or Sites. Subscriber acknowledges that Channel
<br /> Partners are independent contractors of Bentley, and that there is no
<br /> employer/employee relationship between Bentley and its Channel
<br /> Partners. 4.01.
<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 a[ a Subscriber's regional support
<br /> location, Subscriber may be required to contact another Bentley
<br /> support center. 4.02.
<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, modiFcanoq or enhancement of a Product; (c) failure [0 4.03.
<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 5.
<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 />5.01 .
<br />2.04. If Subscriber experiences a production-stopping anomaly, Bentley
<br /> will use good faith efforts [o 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, end Platform Exchanges
<br />3A1. 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 />6EL002620-1/0005 6/11
<br />CW 1969816
<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 Qhe "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, Interne[ 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 tiom 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 />Bentley shall have the sole right to control [he 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 />Absent awritten 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 />Product Licensing
<br />General
<br />(a) Existing Licenses- Bentley and Subscriber agree that the terms
<br />of [his 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.
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