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BLNTLE,Y SELECT PROGRAM AGRPEMENT
<br />General Ternis and Conditions
<br />Exhibit S
<br />Dated as of January 2010
<br />1.34. "Subsrrdpteu License" shall be defined as set forth in Exhibit A, Subscriber has complied with its obligations hereunder. 'those records
<br />Section 5.02(c)(1) herein. shall include the location and identification of the Subscriber
<br />hardware on which Subscriber uses each copy of the CALs or
<br />135. "Subscription I.leenshag " means acquisition of u CAL or licensing Products. Subscriber shall, upon seven (7) days advance written
<br />of a Product or portfolio of Products as set lamb in Section 5.02(e) of notice by Bentley, permit rcasanable inspection and copying of such
<br />Exhibit A of this Agreement. records by Bentley or a third -party auditor retained by Bentley at the
<br />offices orSubseriber daring regular working hours.
<br />1.36. "Technical Support" nicas telephone, forei ode, Internet and
<br />electronic mail based support to assist a subscriber to the SELECT 3. Intellectual Property Rights
<br />Program as described in 13xhibit A, Section 2.02 of ilus Agrccnwnt.
<br />137. 'Tint: Clacks" means copy - protection mechanisms, or other security 3101
<br />devices which may, deactivate products or CALs, including Batley's
<br />SELECfsciNcr, after termination or expiration of the Agreement, any
<br />applicable License Tema or any applicable renewal tart.
<br />1.35. " Update" aneans a maintenance release of it Product.
<br />1.39. "Upgrade' Joanna a conlrnemial release of 0 Product which has
<br />substantial ridded functionality aver ere Product it is intended to
<br />replace.
<br />1.40. "lice" (whether or mat eapimlizcd) means utilizatier of time Producl or
<br />CAL, by an individual or when a Product has heart funded into
<br />temporary memory (i.c- RAM) or installed into pcnnamon. memory
<br />(e.g, hard disk. CD -ROM, or other storage device) of a computer.
<br />1.41. " User °means an individual person..
<br />1.42. "Worle shall he defined as set faith in Exhibit C, Section 1.01
<br />herein.
<br />I43. -'Work Product' shall be defined as set forth in Exhibit C, Section
<br />1 01 herein.
<br />2. former or Walley inratees,
<br />2.01. Payment Perms, Subscriber shall pay each Bentley invoice for nil
<br />CALS, Product licenses and services provided hereunder within thirty
<br />(30) days font the dale of such invoice. Interest shall statute all
<br />delinquent payments of' quell invoices at the rte or one and one -half
<br />perat (15%) per mend, or die highest role pennited by applicable
<br />lane, uirichever is less, ht the event any payment hereunder is past
<br />due, Bentley, tit its discretion, tray suspend or, alter notice of such
<br />overdue payment and a thirty (30) day period to erne, terminate
<br />Subscriber's' services, rights, and licenses provided under this
<br />Agmenrmu.
<br />2.07. Taxes- Subscriber shall pay to Bentley all levied taxes that
<br />Bentley is required tinder applicable lave to collect from Subscriber by
<br />reason of the transactions contemplated by this Agrecnwnt,
<br />Including, but not limited to sales, use, Occupmhro, value added,
<br />excise, and property taxes (except for texts based on Bentley's net
<br />became). If Subseiber is obligated under an applicable law to
<br />withhold or deduct loxes (torn tiny payment of SELECT Program
<br />Fees to Bentley, Subscriber shall 1br(sh to Bentley official receipts
<br />evidencing Subscriber's payment of such taxes.
<br />Title; Reservation of Rights. Subscriber acknowledges and agrees
<br />that:
<br />(a) 'Rte Products, including the Document Sets far each Product,
<br />and any inronnntion which Subscriber obtains Through the
<br />SELECT Program or the use of SELECT Online or any other
<br />nreuns of electronic transmission, contain proprietary
<br />Information or Bentley, its licensors or other suppliers, and are
<br />protected muter United States copyright laws, other applicable
<br />copyright laws, other laws dating to the protection of
<br />intellectual property, and international treaty provisions;
<br />(b) Doc entire right, title and interest in and to the Produces, the
<br />Document Sets, any infornedion Subscriber obtains through lite
<br />SIi1,ECT Program or lire 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, Outsold, and titlo to each copy of the
<br />Prairies shall remain with Bentley or its licensors, and shall not
<br />pass to Subscribcr; and
<br />(d) Bentley relents all rights not expressly grmned.
<br />3.02. 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 />3.01 Copyright Notices. Subscriber shall reproduce and include on all
<br />copies of lie 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 />3104. Reproduction of BOetnlene Sets. Subscriber may reproduce the
<br />Document Sets for its internal, non- cammeroinl use oily, but the
<br />cumulative number of such mpralueed Document Sees may not
<br />exceed lite number of Products licensed by Subscriber that
<br />correspond to the Document Sets.
<br />3.05. Reverse Engineering. Subscriber 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 time extent that Subscriber is expressly Permitted by law to
<br />undedmkc any of the activities listed in the previous sentenen,
<br />Subscriber will not exercise those rights until it has provided Bentley
<br />with thirty (30) days prior written notice of its intent to exercise such
<br />rights.
<br />2.03. ],nail Price and Currency. Calculation and payment of the SELECT 3.U6.
<br />Program Fce or any separate price for all CALs, Products and
<br />services hereunder stall 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 />2104_ Records; Audit. Subscriber shalt maintain complete and accurate
<br />records of CALs and Product licenses prior to (tie date of this
<br />Agmemeat and its cieatian and use of the CAIs acquittal and
<br />Products licensed hereunder to permit Bewley to determine whether
<br />SEt002520- 1/0005 6111
<br />Proud .ciary lnformadou.
<br />(a) Subscriber understands and agrees that Bentley may, in
<br />connection with the provision of CAIA Products and sewhas
<br />hemunder, disclose to Subscriber confidential, proprietary and
<br />technical Information pertaining to Bentley Products and to
<br />Bentley's technology slid business practices (collectively
<br />4 Proprlelary Information "). Subscriber agrees to Treat all
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