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1 34.
<br />1 .35.
<br />1 .36.
<br />1 .37.
<br />1 .3 S.
<br />1 .39.
<br />1 .40.
<br />1.41.
<br />1 .42.
<br />1 .43.
<br />2.
<br />BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 201 O
<br />an independent contractor engaged in Production Use on assignment 2.04. Records; Audit. Subscnber shall maintain complete and accurate
<br />at Subscriber's place of business or work-site- records of CALS and Product licenses prior to [he date of this
<br /> Agreement and its creation and use of the CALS acquired and
<br />"Subscription License" shall be defined as set forth in Exhibit A, Products licensed hereunder to permit Bentley to determine whether
<br />Section 5.02(e)(1) herein- Subscriber has complied with its obligations hereunder. These records
<br /> shall include the location and identiFcation of the Subscriber
<br />"Subscription Licensing" means acquisition of a CAL or licensing hardware on which Subscriber uses each copy of the CALS or
<br />of a Product or portfolio of Products as set forth in Section 5.02(e) of Products. Subscriber shall, upon seven (7) days advance written
<br />Exhibit A of this Agreement. notice by Bentley, permit reasonable inspection and copying of such
<br /> records by Bentley or a third-party auditor retained by Bentley at the
<br />"Technical Support" means telephone, facsimile, Intemet and offices of Subscriber during regular working hours.
<br />electronic mail based support to assist a subscriber to the SELECT
<br />Program as described in Exhibit A, Section 2.02 of this Agreement. 3. Intellectual Property Rights
<br />"Time Clocks" means copy-protection mechanisms, or other security
<br />devices which may deactivate Products or CALS, including Bentley's
<br />SELECTserver, after termination or expiration of the Agreement, any
<br />applicable License Term or any applicable renewal term-
<br />3.01
<br />Title; Reservation of Rights. Subscriber acknowledges and agrees
<br />that:
<br />"Update" means a maintenance release of a Product.
<br />"Upgrade" means a commercial release of a Product which has
<br />substantial added functionality over the Product it is intended to
<br />replace.
<br />"Use" (whether or not capitalized) means utilization of the Product or
<br />CAL by an individual or when a Product has been loaded into
<br />temporary memory (i. e. RAM) or installed into permanent memory
<br />(e. g. hard disk, CD-ROM, or other storage device) of a computer.
<br />"User" means an individual person-
<br />"Work" shall be detned as set forth in Exhibit C, Section 1 _Ol
<br />herein.
<br />"Work Prod uc P' shall be defined as set forth in Exhibit C, Section
<br />1.01 herein.
<br />Payment of Bentley Invoices-
<br />2.01. Payment Terms. Subscnber shall pay each Bentley invoice for all
<br />CALS, Product licenses and services provided hereunder within thirty
<br />(30) days from the date of such invoice. Interest shall accrue on
<br />delinquent payments of such invoices at the rate of one and one-half
<br />percent (1 S%) per month or the highest rate permitted by applicable
<br />law, whichever is less. In the event any payment hereunder is past
<br />due, Bentley, at its discretion, may suspend or, after notice of such
<br />overdue payment and a thirty (30) day period to cure, terminate
<br />Subscriber's services, rights, and licenses provided under this
<br />Agreement
<br />3.02
<br />3.03
<br />3.04
<br />2.02_ Taxes. Subscriber shall pay to Bentley all levied taxes [hat
<br />Bentley is required under applicable law to collect from Subscriber by 3.05.
<br />reason of the transactions contemplated by this Agreement,
<br />including, but not limited to sales, use, occupation, value added,
<br />excise, and property taxes (except for taxes based on Bentley's net
<br />income). If Subscriber is obligated under an applicable law to
<br />withhold or deduct [axes from any payment of SELECT Program
<br />Fees to Bentley, Subscriber shall furnish to Bentley official receipts
<br />evidencing Subscriber's payment of such taxes.
<br />2.03. Local Price and Currency. Calculation and payment of the SELECT
<br />Program Fee or any separate price for all CALS, Products and 3.06_
<br />services hereunder shall be based on the local price and local
<br />currency of the Subscriber's Site where such CAL, Product or service
<br />is used.
<br />SEL002620-1/0005 6/11
<br />CW1969816
<br />(a) The Products, including the Document Sets for each Product,
<br />and any information which Subscriber obtains through the
<br />SELECT Program or the use of SELECT Online or any other
<br />means of electronic transmission, contain proprietary
<br />information of Bentley, its licensors or other suppliers, and are
<br />protected under United States copyright laws, other applicable
<br />copyright laws, other laws relating to the protection of
<br />intellectual property, and international treaty provisions;
<br />(b) The entire right, title and interest in and to the Products, the
<br />Document Sets, any information Subscriber obtains through the
<br />SELECT Program or the use of SELECT Online or any other
<br />means of electronic transmission, and all associated intellectual
<br />property rights, shall remain with Bentley or its licensors;
<br />(c) The Products are licensed, not sold, and title m each copy of the
<br />Products shall remain with Bentley or its licensors, and shall not
<br />pass to Subscriber; and
<br />(d) Bentley retains all rights not expressly granted.
<br />Source Code. Subscriber shall have no right hereunder to receive,
<br />review, use or otherwise have access to the source code for the
<br />Products.
<br />Copyright Notices. Subscriber shall reproduce and include on all
<br />copies of the Products created by Subscriber all copyright notices and
<br />proprietary legends of Bentley or its licensors as they appear in or on
<br />the original media containing the Products supplied by Bentley.
<br />Reproduction of Document Sets_ Subscriber may reproduce the
<br />Document Sets for its internal, non-commercial use only, but [he
<br />cumulative number of such reproduced Document Sets may not
<br />exceed the number of Products licensed by Subscriber that
<br />correspond to the Document Sets.
<br />Reverse Engineering. Subscnber may not decode, reverse engineer,
<br />reverse assemble, reverse compile, or otherwise translate the Products
<br />or Document Sets except and only to the extent that such activity is
<br />expressly permitted by applicable law notwithstanding this limitation-
<br />To the extent that Subscriber is expressly permitted by law to
<br />undertake any of the activities listed in the previous sentence,
<br />Subscriber will not exercise those rights until it has provided Bentley
<br />with thirty (30) days prior written notice of its intent [o exercise such
<br />rights
<br />Proprietary Information.
<br />(a) Subscriber understands and agrees that Bentley may, in
<br />connection with the provision of CALS, Products and services
<br />hereunder, disclose to Subscriber confidential, proprietary and
<br />Page 7 of 12
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