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BENTLEY SELECT' PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />8,
<br />i4tiscdtaaeans,
<br />Intonational Sale of Goods, as amended, and of the Uniform
<br />Computer Information '1'mnsaclimns Act, as it may hove been or
<br />8.01.
<br />Asslgnuneni. Subscriber shall not assign this Agreement or Megmc
<br />hereafter may be to effect in aoyjurisdiclion, shall not apply to this
<br />its duties hereunder usthout prior written consent by Bentley. For
<br />Agreement,
<br />purposes orlhis Agreement, it change in control ofSubscriber shall be 8.10.
<br />Arbitration. In the event of any dispute, controversy or claim
<br />considered as assignment for which Bentley's prior written consent is
<br />hereby granted provided that the surviving candy from such Change
<br />bchscen the parties arising wrier this Agreement, the parties shall
<br />s Agreement. This Agreement may
<br />sa may
<br />banns must cuter into a
<br />submit to binding arbitration before a single arbitrator in Philadelphia,
<br />b¢ assigned by Bentiey to any successor in interest to Bentleys
<br />to any
<br />fomsylvmda in auennlanae with Iha Commercial Arbitration Rules of
<br />business or to any direct or indirect wholly-owned subsidiary of
<br />the American Arbitration Association, 7hc decision of the arbitrator
<br />Bentley Systems, Incorporated. Any purported assignment in
<br />shall be final and binding on tire parties; mid the judgment upon the
<br />violation orthis provision shall be void and without effect
<br />award rendered by the arbit rnar shall be enforceable in any court of
<br />competent jurisdiction, L'ach party shall bear its nun attorney's fees,
<br />01
<br />Entire Agreement This Agreement, logedher Milt the Bxhibits and
<br />class, and expenses incurred in such arbitration.
<br />signed Amendments, Wally, incorporate the entire agreement of the 8.1 L
<br />parties and supersede and merge all prior oral and written agreements,
<br />independent Contractor. Bentley's relationship with Subscriber for
<br />discussions and understandings between line parties with reapcc( In
<br />all purposes hereunder shall be that of an independent contractor and
<br />the subject natter henuf. The terms and conditions of this Agreement
<br />nothing lamin shall he construed as creating, at any time, an
<br />and or the applicable Bentley continuation shall apply to each order
<br />employer and employee relationship between the parties.
<br />accepted or shipped by Bentley hereunder. Any additional or different 8.12.
<br />terms or conditions uppearing on a purchase order issued by
<br />Change of Ownership. Subscriber shall provide Bentley with sixty
<br />Subscriber hereunder, even if Bentley acknowledges such terns mxl
<br />(60) days advance written notice of any changes in its ownership or
<br />conditions, shat[ not be binding on the parties unless both parties
<br />location.
<br />expressly agree in a separate writing as provident under Section 8.03 8 13
<br />Headings. The headings in this Agreement are intended solely for
<br />of this Exhibit B.
<br />convenience of reference and shall not affect the meaning or
<br />8.01
<br />Amendments. Except as otherwise contemplated herein with respect
<br />interpretation of this Agreement.
<br />to updating, muending and supplementing the exhibits, this
<br />Agreement Luny only be amended or modified by a writing duty
<br />executed by authorized representatives of the parties, provided,
<br />however, (hat any additional or different terms or conditions
<br />appearing on a purchase order, even if required to be acknowledged
<br />by Bentley, shall not be binding on the parties.
<br />8.04.
<br />Notices. Notices under this Agreement shall be made or given as of
<br />the date of either had delivery or mailing to such party, if sear
<br />prepaid certified mail or next day air delivery to the address set (both
<br />on One first page of this Agreement. All notices under this Agreement
<br />shall be addressed, if to Bentley, to its General Counsel, and if to
<br />Subscriber, to its aatio ripad representative Idesabied in this
<br />Agreement or In a subsequent notice to Bentley.
<br />8,05,
<br />Force Majeare. Bentley shall not be liable for failure to fulfill the
<br />terms or this Agreement due to tire, strike, won, government
<br />regulations, acts orGod, labor disturbanms, axis or terrorism or other
<br />causes which am unavoidable and beyond its control.
<br />8.t)6.
<br />Waiver.'Ilie failure or either party to insist upon env or its rights
<br />wider this Agreement upon one or more occasions, or to exercise any
<br />of its rights, shall nut be deenned a wotver of such rights on any
<br />subsequent occasions.
<br />8.07.
<br />Sol Aval. 'file covenants contained in this Agreement which, by their
<br />turns, require or contemplate performance by the parties after the
<br />expiration or lamination of One Agreement (including, but not limited
<br />to, Sections 5.01(x}, (b), (c) and (d) and 6.01 ofGxhibit A, Sections 1,
<br />2, 3, 4, 5, Cr, 7.04, 7,05 and 8 of Exhibit B, and Sections 1.06, 1.07.
<br />1.08, 1.09, 1.10, 1.11, 1.12, 1,14, 1.16 and 1.17 ol'Exhibit C) shall be
<br />enforceable said expiration or termination.
<br />8.08-
<br />Severabilily,'nle provisions oflhis Agreement shall be severable and
<br />the invalidity or miculorccabiiity of any one provision shall not affect
<br />ally other willm otherwise noted.
<br />gA9.
<br />Governing Low. This Agrccoom shall be governed by, interpreted,
<br />and enfarced in accordance with the laws of the Commonwealth of
<br />Pennsylvania, without regard to conflicts of law provisions. To the
<br />nraxinunn extent permitted by applicable Ire, the parties agree that
<br />the provisions of the United Nations Convention our Contracts for the
<br />SElnn1520-1
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