|
BENT(..Ey SELECT PROGRAm AGREEMENT
<br />Professional Services
<br />Exhibit C
<br />Dated as of January 2010
<br />I . Professional Services,
<br />101. Subscriber may request professional services aver time to time and
<br />Bentley may agree to perfamt such services pursuant to this
<br />Agreement. Tic description or professional services regnested by
<br />Subscriber and which Bentley agrees to pertunn shall be set fault
<br />in one or mom written descriptions labeled "SELECT
<br />Professional Services" and signed by Subscriber and Bentley
<br />(each an "Order"). Bentley shall have (tic right to accept or
<br />decline any proposed Order. Each Order shall set lbdir, tit a
<br />minimum, the work to be done, the number of Bentleys personnel
<br />Io be assigned to Subscriber's work, the duration or each
<br />individual's assignment, mid the fees for rho work. The services
<br />and other provisions described on the Ovkr(s) are referred to
<br />collectively as the "Work" "it de (lie results of the Work, if any,
<br />are referred to as (lie "Worts Product."
<br />1.03_ Nettrad of 1'errornrnnce. Bentley, in conjunction with its
<br />personnel, will determine the method, details, and means of
<br />performing the work to be carried out for Subscriber, including the
<br />rise of sub - contractors if deemed necessary. Subscriber shall have
<br />no right to, and shall not, control the manner or determine the
<br />method of accomplishing such work. Subscriber may, howvver,
<br />require Bentley's personnel to observe at all times the security and
<br />safely policies of Subscriber. In addition, Subscriber shall be
<br />entitled to exercise a broad general power of supervision and
<br />control over the results of work performed by Bentley to ensure
<br />smisfacmry performance. This power of supervision shall include
<br />the right to inspect stop weak, make suggestions or
<br />recommendations is to the details of (lie work, and request
<br />modifications to the Scope ufan Order.
<br />1.03, Scheduling, Bentley will try to accommodate work schedule
<br />requests of Subscriber to the extent possible. Should any personnel
<br />of Bentley be unable to perfomr scliedukxl services because of
<br />illness, resignation, or other causes beyond Bentley's reasonable
<br />control, Bentley will attempt to replace such personnel within a
<br />reasonable time, but Bentley shall not be liable for White if it is
<br />unable to do so, giving due regard to its other commitments and
<br />prmrilics•
<br />I Od. Reporting. Subscriber will advise Bentley of the individuals to
<br />wham Bentley's manager will report progress on day-to -day work.
<br />Subscriber and Bentley shall develop appropriate administrative
<br />procedures rot perfomance of work at Subscriber's site, if
<br />necessary. Subscriber shall periodically prepare an evaluation or
<br />the wreck performed by Bentley for submission to Bentley upon
<br />Bentley's reelmest.
<br />1115. Place of Work Certain projects or tasks may require Bentley's
<br />personnel to perform wort for Subscriber ul Subscriber's premises.
<br />In [be event (bat such projects or tasks are required to be performed
<br />at Subscriber's premises, Subscriber agrees to provide working
<br />space and facilities, and any other services and materials Bentley
<br />or its personnel may reasonably request in order to perform their
<br />work. Subscriber recognizes that there may he a need to train
<br />Bentley's personnel in the antique procedures used at Subscriber's
<br />location. When Subscriber determines that such training is
<br />necessmy, Subscriber shall, unless otherwise agreed in writing, pay
<br />Bentley for its personnel's training time.
<br />Lob. Nan - Exclusive. Bentley shall retain the right to perform work for
<br />others during the term of this Agreement. Subscriber shall retain
<br />the right to cause, work of de sane or a different kind to be
<br />Performed by its menu personnel or other extractors during the
<br />torn ofthis Agreement.
<br />1.07. Perpetual License, Upon fill payment rot the Work, Bentleyshali
<br />grunt Subscriber a paid -up, perpetual, royally -free right and license
<br />SELOO2520.1 10005 Gill
<br />to use the Work Product for Production Use. Bentley retains all
<br />right, title and interest to the Work Product not otherwise granted
<br />to Subscriber.
<br />Lug. Preexisting Works of Bentley. Notwithstanding Section 1,07 or
<br />Exhibit hereof, Bentley hereby reserves and retains otsmership of
<br />all works winch Bentley created unrelated to the Work performed
<br />pursuant to any Order, including hat not limited to Products (the
<br />°Pre - Existing Works "). Bentley dues not grant Subscriber any
<br />rights or licenses with respect to the Pre - Existing Works,
<br />104. Residuals, h is annually acknowledged that, during the normal
<br />course of its dealings with Subscriber and the Work, Bentley and
<br />its personnel and agents may become nequaintcd with ideas,
<br />Concepts, know -how, methods, techniques, processes, skills, and
<br />adaptations pertaining to (he Work, including those that Subscriber
<br />considers to be proprietary or secret. Notwithstanding anything in
<br />this Agreement to the contrary, and regardless of any termination
<br />of this Agreement, Bentley shall be entitled to use, disclose, and
<br />otherwise employ any ideas, concepts, know -how, methods,
<br />techniques, processes, and skills, adaptations, including
<br />generalized features of the sequence, structure, and organization of
<br />any works of authorship, in conducting its business (Including
<br />providing services or creating programming or materials for other
<br />customers), and Subscriber shall not asset[. against Bentley or its
<br />personnel any prohibition or restraint from so doing.
<br />1.10. 'I'hhrd -Party Interests. Subscriber's interest in tend obligations
<br />with respect to any programming, materials, or data to be obtained
<br />limn durd -party vendors, regardless or eNeOar obtained with the
<br />assistance of Bentley, shall be determined in accordance with the
<br />agmemonls and policies of such vendors.
<br />1.11. Fees. Bentley shall be paid the fee as spcetfied in each Order
<br />(which Bentley reserves the right to change upon at least sixty (60)
<br />days advance notice or at any time for any new Order or modified
<br />portion of an existing Order), or, if no fee is specified, at Bentley's
<br />customary rates for the level of personnel providing Stich services,
<br />L12. Expenses. Subscriber shall also pay either the actual cost of
<br />Bentley's reasonable travel and living expenses or an agreed -to
<br />amount for such travel and living expenses (other than normal
<br />commutation Imvch for Batley employees in the performance of
<br />Work set forth in each Order along with all other out -of- pocket
<br />expenses incurred by rlt ralcy.
<br />1,13. ISS in ales, bsturn les of total fees for prgiects may be provided in
<br />an Order, but Bentley does not guarantee such estimates. Bentley
<br />will, however, entity Subscriber as soon as possible it it will
<br />exceed the estimate, and Subscriber may then terminate the project
<br />and pity only I'or services actually rendered if Subscriber so
<br />chooses,
<br />1.14. Confrdeadillity. Ira the perimmatec of the Work, Bentley may
<br />ncquirc iutomation of Subscriber Which is proprietary, non - public
<br />aid identified in writing as confidential by Subscriber. Bentley
<br />shall not disclose to mtymne not employed by Subscriber nor use
<br />except on behalf of Subscriber any such confidential iufonuafion
<br />acquired in die performance of the Work except as trubmized by
<br />Subscriber in writing and as may be permitted by Section 1.04 of
<br />this Exhibit C. Bentley shall have no obligation of confidentiality
<br />with respect to wry information of Subscriber bar (i) has entered
<br />the public domain other their through a breach of this Agreement,
<br />(it) has been rightfully obtained by Bentley from a third many with
<br />no obligation of confidentiality, or (iii) is previously known by
<br />Bentley as demonstrated by clear and convincing evidence.
<br />Notwithstanding the tangoing restrictions, Bentley and its
<br />personnel may use and disclose any infuriation to die extent
<br />required by ern order of any court or other governmental authority
<br />page 11 of 12
<br />
|