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BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 201 O 1. Dermitions. 1.01. 1 .02 1 03. 1 04. 1 .05. 1 .06. 1 .07. 1 .08. 1 .09. 1.10_ 1.11. 1.12. 1.13 1.14_ The capitalized words, terms and phrases in this Agreement shall have the meanings set forth below: "Agreement" means the SELECT Program Agreement executed by Bentley and the Subscriber and all exhibits, attachments and amendments as in effect from time to time. "Bentley Products" or "Products" mean the software products, data and other materials, previously or hereafter distributed by Bentley through delivery mechanisms determined in Bentley's sole discretion (including but not limited to distribution via SELECT Online through download or by ordering through CD format) that Bentley makes available to Subscriber typically in Object Code form only, for licensing hereunder, including Updates and Upgrades thereto. "CAL" shall be defined as se[ forth in Exhibit A, Section 5.02(f) herein- "Channel Partner" or "Bentley Channel Partner" means individuals and companies who are authorized by Bentley to provide SELECT support services as set forth in Exhibit A, Section 2. "Client Software" means software that allows a Device [o access or utilize (or where applicable, be managed by) Server Products (and, also where applicable, to utilize certain aspects of the Products when disconnected from the Server)_ "Country" means the country: (i) where the Product is first obtained from Bentley or a Channel Partner; or (ii) specified in the purchase order for which a Production Use copy of the Product may be made or [he Product is authorized to be used. "Definition of Use" shall have the meaning set forth in each License Key. "Device" means a single personal computer, workstation, terminal, hand held computer, pager, telephone, personal digital assistant, Server, or other electronic device. "Distribute" means distribution by Bentley through all means now known or hereinafter developed- "Document Set" means, with respect to a Product, one copy of one or more user guides developed for use with such Product in electronic format or such other format as elected by Bentley in its sole discretion. "Effective Date" means the date [hat this Agreement is accepted by Bentley as indicated on the first page of this Agreement. "Evaluation Use" means the use of a Bentley Product solely for intemal evaluation of such Product. Evaluation Use expressly excludes use in connection with ongoing projects, use for compensation of any kind, and Production Use. "External User" means any User (not an organization) who is not: (i) one of Subscriber's full-time, part-time, or temporary employees; or (ii) agency temporary personnel or an independent contractor on assignment at Subscriber's place of business or work-site. "License Key" means the document furnished by Bentley in electronic or such other format as determined in Bentley's sole discretion, to Subscriber identifying the Product licensed and authorizing use of a Product. 6EL002520-1/0005 6/11 C W 1969816 1.15- "License Term" shall be defined as set forth in Exhibit A, Section 5 02(e)(2) herein. 1 .16. "Object Code" means the Products in a machine readable form that is not convenient to human understanding of [he program Iogi c, and that can be executed by a computer using [he appropriate operating system without compilation or interpretation. Object Code specifically excludes source code. 1.17. "Online Agreement" shall be defined as set forth in Exhibit A, Section 4 herein. 1.18. "Order" shall be defined as se[ forth in Exhib i[ C, Section 1.01 herein. 1.12 "Pre-Existing Works" shall be defined as set forth in Exhibit C, Section 1.08 herein. 1.20. "Platform Exchange" shall be defined as set forth in Exhibit A, Section 3.01 herein. 1.21. "Portfolio Subscription" shall be defined as set forth in Exhibit A, Section 5.02(e)(1) herein. 1.22. "Product Subscription" shall be defined as set forth in Exhibit A, Section 5.02(e)(1) herein. 1.23. "Production Use" means use of a Bentley Product in Object Code form by a User or Device, as applicable, solely for Subscriber's intemal production purposes, and excludes Extemal Users (except with respect to use of CALs and access of Server Products pursuant to Exhibit A, Section 5.02(f) herein) and Service Bureau Use. 124. "Proprietary Information" shall be deFned as set forth in Exhibit B, Section 3.06(a) herein. 1.25. "SELECT Online" shall be defined as set forth in Exhibit A, Section 4.01 herein. 1.26_ "SELECT Program Fee" means the fee for SELECT Program services as set forth from time to time in Bentley's sole discretion. 1.2Z "SELECTserver" means Bentley's server-based licensing technology. 1.28. "Serial Number" means a unique number issued by Bentley for identification of a particular copy of a Product, which number shall be registered to Subscriber and assigned by Subscriber to a particular copy of such Product. 129. "Server" means one of Subscriber's computers [hat can run a Server Product 1.30. "Server Product" means a Product that provides services or functionality [o Subscriber's Server(s). 1.31. "Service Bureau Use" includes managing, hosting, distributing or otherwise providing access to Products across a wide area network. 1.32. "Site" means all of the discrete geographic locations at which Subscriber Uses or manages [he operation of Products within the geographic boundaries of a single Country. 133. "Subscriber" shall be defined as set forth on the front page of this Agreement, and with respect to Use of Products the term "Subscriber" shall refer [o_ (i) one of Subscriber's full-time, part- time, or temporary employees; or (ii) agency temporary personnel or Page 6 of 12