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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated Bs Of January 2010
<br />4.06. Limitation of Bentley Liability. IN THE EVENT' THAT,
<br />NOT W ITHST'ANDING SEC'T'IONS 4.01, 4.02, 403, 4.04 AND 05
<br />OF THIS EXHIBIT B, BEN'T'LEY IS FOUND LIABLE FOR
<br />DAMAGES BASED ON ANY BREACH, DEFLCI -, DEFICIENCY
<br />OR NON - CONFORMITY IN A PRODUCT, IN SELECT SUPPORT
<br />SERVICES, OR IN ANY OTHER SERVICE OR
<br />MATERIALS,WHETHER IN CONTRACT, TORT OR
<br />O'T'HERWISE, AND REGARDLESS OF WHETTIER ANY
<br />REMEDY SET PORTB HEREIN FAILS OF ITS ESSENTIAL
<br />PURPOSE BY LAW, BENT'LEY'S CUMLIIATiVE LIABILITY
<br />HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY
<br />SUBSCRIBER FOR (i) SUCH PRODUCT-, (it) A ONE -YEAR
<br />SUBSCRIP'T'ION 1'0 THE SELECT PROGRAM, Olt (iii) SUCH
<br />OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE
<br />MAY BE, THE PROVISIONS OF THIS AGREEMENT
<br />ALLOCATE THE RISKS BETWEEN BENTLEY AND
<br />SUBSCRIBER. nEN'rLEY'S PRICING REFLECTS THIS
<br />ALLOCATION OF RISK AND THE LIM I'rATioN 01' LIABILITY
<br />SPECIFIED HEREIN.
<br />4.07. Indenmificatian by Bentley. Bentley shall pay any damages finally
<br />rornrdW against Subscriber based on a about against Subscriber that a
<br />Product which is developed and mend by Bentley infringes it third
<br />party's copyright under the Imes of a Borne Convention signatory
<br />counvy, or results in a misappropriation of a third party's trade secret,
<br />in the Country where Subscriber h:rs been authorized to place ilia
<br />Product subject to Stich claim into Production list, it' Subscriber
<br />provides to Bentley: (a) prompt vitlltm notice of any such claim, (b)
<br />all available information mid assistance, and (c) tine opportunity to
<br />exercise sale contml of the defense and settlement ofany such claim.
<br />Bentley shall also have the right, at its expense, either to procure the
<br />right for Subscriber to continue to use the Product or to replace or
<br />modity such Product so that it becomes non - infringing. If neither of
<br />dm foregoing alternatives is availubic on terms that Bentley, in its
<br />sole discretion, deems desirable, Subscriber shall, upon written
<br />request from Bentley, return to Bewley line allegedly inhringing
<br />Product, in which event Bentley shall reboot to Subscriber the price
<br />paid by Subscriber for each copy of such returned Product, less
<br />hventy percent (201/.) for each elapsed year since the commencement
<br />of the license for such copy. Batley shall have no liability and this
<br />indemnity shall trot apply if the alleged infringement is contained in a
<br />Product which is nut developed or orswed by Bentley or is due to
<br />modification or ilia Product by Subscribe or the combination,
<br />operation or use of a Product with other salAmmre (hat does not
<br />originate from Bentley or if Subnriber is in breach of this
<br />Agrocmcra. Bentley small also have no holiday, and this indenmily
<br />shalt not apply, for the portion of any claim of infringement based on
<br />use of a Superseded or altered release or Product irilia inhingemet
<br />would have been avoided by the use of a current, unaltered release of
<br />the Product. In no event shall Bentley's liability hereunder to
<br />Subscriber exceed Elie license fees paid by Subscriber for the
<br />bllcgedly inainging Product.'I'hls Seatioa �k07 sets i'onh Subscriber's
<br />sole remedy tau intellectual property infringement.
<br />Expert Controls.
<br />'file products have been manufamureri or developed in ilia United
<br />States of America and accordingly only he subject m U.S. export
<br />central Imes, regulntions lard requirements. Regardless of way
<br />disclosure made by Subscriber to Bentley of an ultimate destination
<br />of the Products, Subscriber trust not export or transfer, whether
<br />directly or indirectly, the Products, or any portion thereof, or any
<br />system canhinung such Products or portion thereof; to anyone outside
<br />the United Slates (including further expert if Subscriber took delivery
<br />of the Products outside tilt United States) without first complying
<br />strictly and fully with all expert controls tail may he imposed on the
<br />Products by tine United States Government, or may Country or
<br />arganiration of nations within whose jurisdiction Subscriber uses the
<br />SEL0025204(0005 6111
<br />Products. The countries subject to restriction by action of the United
<br />Stales Government are subject to change, and it is Subscriber's
<br />responsibility to comply with the United States Government
<br />requirements as they may be ameidrd from time to dine. Subscriber
<br />shall indemnity, defend and hold Bentley harmless for any branch of
<br />its ON Igatimns pursuant to this Section.
<br />U.S. Government Restricted Rights.
<br />If the Products are acquired far or on behalf of the United States of
<br />America, its agencies and/or instrumentalities ( "U.S. Government "),
<br />it is provided with restricted rights, Ibe Products and accompanying
<br />documentation arc "commercial connputersoftesne" and "commercial
<br />computer soRwnre docnuentation," respectively, pursuant to 48
<br />C,P.R. 12.212 and 227.7202, and "restricted computer software"
<br />pursuant to 48 C.P.R. 52,227- 19(t), as applicable, Use, modification,
<br />reproduction, release, performance, display or disclosure of the
<br />Products and accompanying documentation by ilia U.S. Government
<br />are subject to restrictions asset forth in this Agreement and pursuant
<br />to 48 C,P.R. 12.212, 52.227 -19, 227.7202, and 1852.227 -86, as
<br />applicablc.
<br />7. Term; Termlomtnn
<br />7.01. Term. This Agreement and Subscriber's SELECT Program
<br />subscription shall become effective on the Effective Date, and shall
<br />continue for an initial term of twelve (l2) months (unless Attachment
<br />1 provides far a longer duration al' the initial (erm), and shall
<br />automatically renew for terms of like tenure unless either party gives
<br />notice of its election to not. rotas (he term at least thirty (30) days
<br />prior to the expiration of the then - current term.
<br />702. Termination for Material Breach, Either party may, at its option,
<br />terminate (his Agreement in the event of a material breach of this
<br />Agreement by the other party. Any such termination may be effected
<br />only through a emigcn notice to the other party, specifically
<br />identifying Ilia breach or breaches on which termination is based.
<br />Following mecipl of such notice, the party in breach shall have
<br />hventy -one (21) days to cure such breach or breaches, and this
<br />Agreement shall terminate in lire event that such care is not made by
<br />the end or such period; provided, however, Bentley shall have the
<br />right to terminate this Agreement immediately if Subscriber breaches
<br />any ONES obligations under Section 3 ofthis Exhibit B. The failure of
<br />Subscriber w pay an omsunuling Invoice of Bentley shall always
<br />constitute a material brcaclm of this Agreement.
<br />7.03. Insolvency. It, tinder applicable insolvency laws, Subscriber becomes
<br />unable to pay its debts or becomes insolvent or bankrupt or makes
<br />arrangements with its creditors, or ofenveise goes into liquidation,
<br />administration or receivership, then Bentley shall have ilia right (n
<br />terminate (his Agreement immediately by written notice.
<br />704. Consequences of Termination. Upon (be termination of this
<br />Agreement for any reason, all of the rights and licenses granted w
<br />Subscriber in this Agreement shall terminate immediately, Willi
<br />respect to oily perpetually licensed Products, the terns and conditions
<br />set forth in the license al m anent delivered with such Products- and
<br />Elie Definition of Use shall govern Subscriber's use orsuch Products.
<br />Subscriber shall immediately discontinue use of SELECT Online.
<br />2115 Reinstatement Following Termination. Following a termination of
<br />the SELECT Program, Subscriber tiny minstato such services only if
<br />Bentley consents to Stich reinstatement and Subscriber pays to
<br />Bentley, in advance, a SELECT reinstatement rte, in an amount to be
<br />determined in Bentley's sole discretion, such amount not to exceed
<br />the amount of all fees that would have accrued and been Payable,
<br />excluding discounts, for the period between the date of termination
<br />and the date of reinstatement.
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