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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 20 ] O
<br />Technical Support even if Subscriber has purchased SELECT (4) During the License Tenn, and any renewal term, all
<br />Program services. Subscriber shall not be responsible for Subscription Licenses for CALS, Product Subscriptions
<br />ensuring compliance by its employees with the Bentley home and Portfolio Subscriptions shall entitle Subscriber to all
<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 [his Agreement. Subscriber to receive.
<br />(d) Evaluation of Products. If a Product is designated as eligible (5) Subscriber recognizes that the CALS, Products and
<br />on SELECT Online, Bentley hereby grants to Subscriber, Portfolios acquired or licensed under a Subscription
<br />subject to its compliance with the procedures of this Section License are provided to Subscriber for use only for the
<br />5.02(d) of Exhibit A, a limited non-transferable non-exclusive applicable License Term or any renewal term. In no even[
<br />right to create, using SELECT Online (following the registration will a Subscription License continue beyond the expiration
<br />requirements set forth on SELECT Online), one (1) copy per or earlier termination of the SELECT Agreement under
<br />Site of each Product contained on SELECT Online solely for which it is granted- Subscriber recognizes that CAL
<br />Evaluation Use of such Product, provided that Subscriber shall Subscriptions, Product Subscriptions and Portfolio
<br />have no right to create evaluation copies of Products previously Subscriptions may be delivered to Subscriber with
<br />licensed by Subscriber. The duration of use of an evaluation embedded Time Clocks. Subscriber agrees that Time
<br />copy shall not exceed thirty (30) days, and Bentley may provide Clocks are not considered a defect of such Subscription
<br />the Product with a mechanism that will cause the Product to Licenses and releases Bentley from any and all claims,
<br />time out or expire after thirty (30) days. Upon the earlier of the however characterized, arising from or related to Time
<br />conclusion of such (30) day evaluation period or the termination Clocks or their operation. Subscriber may not remove or
<br />of this Agreement, Subscriber shall destroy all copies of evade Time Clocks.
<br />Products created for evaluation hereunder and, upon request by
<br />Bentley, certify such destruction in writing- (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 />(e) Subscription Licensing. this Agreement, or between this Section 5.02(e) of Exhibit
<br /> A and the terms and conditions in the license agreement
<br />(1) Subscriber may, upon Bentley's approval, license certain provided with any Product or CAL that is the subject of a
<br />Products, or acquire CALS, for a specified term (a Subscription License, this Section 5.02(e) of Exhibit A
<br />"Subscription License"). A Subscription License may shall control with respect to Subscription Licenses.
<br />entitle Subscriber to license rights in a single Product (a
<br />"Product Subscription") or a specified portfolio of (f) Client Software Benefits. "Client Access License" or "CAL"
<br />Products (a "Portfolio Subscription") for Production Use, is a license right to install and use Client Software and permit a
<br />in Object Code form and within the Country. Each User to access Server Products licensed by Subscriber. If Client
<br />Portfolio Subscription is licensed for use on a single Software is designated as eligible on SELECT Online,
<br />computer at one time, and its component parts or Subscriber may, up to the total number of CALS licensed by
<br />individual Product elements, if any, may not be separated Subscriber, for Production Use only: (1) install and use Client
<br />for use on more than one computer. To be eligible to Software; (2) permit Users, including External Users, to access
<br />participate, Subscriber must be current on all outstanding Server Products licensed by Subscriber, and (3) access Server
<br />invoices for amounts owed to Bentley. Products licensed by an External User, and the total number of
<br /> CALS counted as used hereunder shall be the number of unique
<br />(2) The license term for a Product Subscription or Portfolio Users, which number shall include External Users, recorded in
<br />Subscription shall commence upon Subscriber's receipt of the usage log files transmitted pursuant to this Section 5.02(f),
<br />the License Key and, unless earlier terminated, shall during the term of this Agreement. The parties acknowledge
<br />continue for the remaining current term of the Agreement and agree that an External User may be permitted to access
<br />or such shorter term (not less than one (1) month) as Server Products licensed by Subscriber using a CAL owned by
<br />Subscriber may elect at the time the purchase order is that External User_ Subscriber agrees to transmit to Bentley,
<br />delivered and reflected in the License Key (the "License upon Bentley's request, true and accurate copies of the usage
<br />Term"). The License Term (and each successive term) log files generated by Server Products or such other Bentley
<br />shall automatically renew at its expiration for a successive licensing technology as may be required by Bentley from time
<br />term equal to the then remaining term of the Agreement, to time, and information identifying any External User that has
<br />or such shorter term (not less than one month) as a accessed Server Products licensed by Subscriber. Upon
<br />Subscriber may elect at the time of such renewal, unless expiration or earlier termination of this Agreement, the terms of
<br />either party gives notice of its election not to renew the the license agreement provided with the Client Software and the
<br />License Term at least thirty (30) days prior to the CAL shall thereafter govern the use of such Client Software and
<br />expiration of the then current term- The License Term for the associated CAL, and Subscriber shall no longer be entitled
<br />a particular Product Subscription or Portfolio Subscription to the Client Software Benefits as set forth in this Section.
<br />shall terminate upon termination of the Agreement or in
<br />the event of non-renewal at the end of the then current (g) SELECTserver. Subscriber may, upon Bentley's approval, and
<br />License Tern as provided in the preceding sentence. at no charge, receive a Subscription License for Bentley's
<br /> SELECTserver Product (or such other server-based license
<br />(3) The fees in effect as of the date a Subscription License for management technology that Bentley may offer). The terms of
<br />a CAL, Product Subscription or Portfolio Subscription is Subscriber's use of the SELECTserver Product shall be as set
<br />initiated or renewed hereunder shall remain in effect for forth in the license agreement provided with the SELECTserver
<br />such CAL, Product or Portfolio Subscription until the Product, as such terms are amended or supplemented in this
<br />expiration or renewal date of the License Term for such Agreement- Subscriber acknowledges that SELECTserver (or
<br />CAL, Product or Portfolio Subscription. On the renewal such other server-based license management technology that
<br />date, the prices in effect on such date shall be applicable. Bentley may offer) may be delivered to Subscriber with
<br /> embedded Time Clocks- Subscriber agrees that Time Clocks are
<br />SEL002520-1/0005 6/11
<br />C W 1969816
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