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BENTLEY SELECT PROGRAM AGREEMENT SELECT Program Benefits Exhibit A Dated as of January 2010 (b) Future Licenses. In the event that Subscriber acquires or same Site and the number of users that Use a Product during licenses a copy of a Product, Subscriber's use of such Product any one interval does not exceed the number of copies of such shall be governed by the terms of the license agreement Product for which Subscriber has licenses at such Site. Any provided with the Product on its delivery to Subscriber, as Subscriber using pooled licensing hereby agrees to install and amended or supplemented by the terms of this Agreement in implement Bentley's SELECTserver or such other Bentley effect at the time of such purchase- Subscriber hereby agrees licensing technology as may be required by Bentley from time that its downloading or use of any Products delivered to it shall to time to monitor usage- Subscriber agrees and acknowledges constitute Subscriber's acceptance of the license agreement that Bentley's SELECTserver will from time to time transmit to terms provided with the Product upon its delivery to Subscriber. Bentley the usage log tiles generated by SELECTserver or such If Subscriber licenses additional copies of a Product that is other Bentley licensing technology. Subscriber agrees to allow already licensed by Subscriber, such additional licenses may be the above transmission to Bentley or otherwise to transmit to authorized through delivery of a new License Key and without Bentley true and accurate copies of such usage log files. For delivery or download of any additional Product. In such purposes of clarity, the right to pool licenses of Products granted instances, Subscriber agrees that the license agreement terms to Subscriber pursuant to this Section 5.02(a) of Exhibit A shall contained or cross-referenced in the License Key shall govern terminate in the event of any termination or non-renewal of this Subscriber's use of such Product- In the event of a conflict Agreement, notwithstanding that the subject Products may be between the terms of the license agreement provided with a licensed on a perpetual basis. The pooled licensing benefits set Product upon its delivery to Subscriber and the terns of this forth in this Section 5.02(a) of Exhibit A are not applicable to Agreement in effect at the time such Product is purchased, the Server Products, Client Software and associated CALs. terms of this Agreement in effect at the time such Product is purchased shall control for the term of this Agreement (b) No-Charge Licenses. However, with respect to any perpetually licensed Product, upon any termination of this Agreement the terms and (l) If a Product is designated as eligible on SELECT Online, conditions of the license agreement provided with the Product Subscriber is hereby entitled on a non-exclusive basis, upon its delivery to Subscriber shall govern Subscriber's use of without payment of license fees but otherwise subject to the Product. the terms of this Agreement, to create Production Use copies, for use only by Subscriber, of certain Products (c) No Transfers. Subject to Section 8.01 of Exhibit B, Subscriber made available by Bentley from time to time and which shall not sell, transfer, assign, grant a security interest in, are designated by Bentley as no-charge software. sublicense, loan, lease or rent any of its rights under its CALs or Subscriber is entitled to redistribute such Products, which licenses to use Bentley Products without the prior written are designated by Bentley as available for such consent of Bentley- If consent is given by Bentley, Subscriber redistribution, in machine readable form to third parties to may permanently transfer a license to another end user, which Subscriber distributes its Bentley Products tiles, provided all software and related documentation and media provided that Subscriber procures each such third party's covered by such license are transferred to the transferee end agreement not to further redistribute such Products. Unless user and the Subscriber does not retain any copies thereof, and Bentley specifically authorizes otherwise in writing, such provided further that the transferee end user agrees in writing free licenses granted or redistributed hereunder will expire with Bentley to cover all of its CALs and licensed Products upon termination ofthis Agreement. under the SELECT Program and be bound by the terms of the license agreement then in effect for such CAL or Product- (2) For each of Subscriber's licenses of a Product designated by Bentley as eligible on SELECT Online, Subscriber may (d) No Commercial Hosting. Products are licensed for Production at no charge receive a single CAL allowing one additional Use only Products may not be used to provide commercial User (which User may, under the terms of Section 5.02(f) hosting services or as the basis for fee or transaction based of Exhibit A, be an External User) of that designated services. Product to install and use Client Software to access any properly licensed Server Products, for Production Use, and 5.02. Licensing Programs. Unless otherwise specifically set forth herein, in accordance with Section 5.02(f) of Exhibit A. Such Bentley Products are licensed on a Per Device basis as set forth in the CALs granted hereunder will expire upon termination of applicable end user license that ships with the Bentley Product. The this Agreement. following licensing programs are not available for all Products; please check SELECT Online to see which Products are eligible for the (c) Home Use Licenses. Unless Subscriber notifies Bentley in respective licensing programs (absent a specific designation of writing that Subscriber's employees shall not be entitled to eligibility, a Product is ineligible for any such program). Bentley obtain home use editions of a Product, Bentley will distribute reserves the right to add or remove any Product from eligibility for upon an employee's request made through Subscriber's site licensing under the following programs. Bentley reserves the right to administrator, and permit Subscriber's employees to use, discontinue any of its licensing programs at any time, without notice without charge, home use editions of certain Products (for to Subscriber. However, until renewal or termination of this which such editions are available, as designated on SELECT Agreement, such termination of any licensing program shall not affect Online) in accordance with the terns set forth in the license the licenses for Products previously granted pursuant to such agreement provided with such home use edition of a Product, as terminated licensing program- For purposes of clarity, all licenses amended and supplemented by this Agreement. Restrictions on previously granted pursuant to a terminated licensing program shall home use licenses include the following: home use licenses are terminate upon the renewal or termination of this Agreement. not permitted to be used for Production Use or any commercial use, including training; home use licenses are not for use in (a) Pooled Licensing. If a Product is designated as eligible on Subscriber's offices; home use licenses may not be stored on SELECT Online, then Bentley hereby grants to Subscriber a any electronic media; home use licenses must be permitted in limited non-transferable non-exclusive right to use such Product Subscriber's jurisdiction. The total number of home use editions for Production Use only on multi-user computer networks, and available to Subscriber's employees may not exceed the number to install a licensed Product on more than one computer or hard of Subscriber's Product licenses to which the home use editions disk, provided that all users under this arrangement are at the relate. Home use editions of Products are ineligible for SEL002520-1/0005 6/11 C W 1969816 Page 3 of 12