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BL"^NTLEY SELECT PROGRAM AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />Proprietary Information in accordance with this Section 3.06 of
<br />Exhibit B.
<br />(b) Subscriber shall maintain the confidentiality of All Proprietary
<br />Infannatien. Subscriber shall not reproduce or copy Proprietary
<br />Information except as permitted in this Agreement or as may be
<br />expressly authorized in writing in advance by Bentley: All such
<br />copies shall be marked by Subscriber as proprietary and
<br />confidential information.
<br />(c) Subscriber shall only use Proprietary Information in furtherance
<br />of this Agreement; and may disclose Proprietary formulation
<br />only to false employees required to have knowledge of salve to
<br />perform their - duties pursuant to this Agreement. Subscriber
<br />shall not disclose or make Proprietary Information available to
<br />any third party at any time.
<br />(d) Subscriber shall heat Proprietary Information with the same 4.03,
<br />degree of care as it uses to protect Its own confidential
<br />information, and in no case less than a reasonable degree of
<br />care.
<br />(e) Upon die termination or non - renewal of this Agreement,
<br />Subscriber shall mourn to Bentley or, if so requested, dedroyall
<br />Proprietary hrformation in its possession.
<br />(f) .Subscriber shall Have no obligation of confidentiality with
<br />respect to any Proprietary Information that (i) has entered the
<br />public domain other than through a breach of this Agreement,
<br />(ii) has been rightfully obtained by Subscriber from a third party
<br />with no obligation of confidentiality, or (Iii) is previously
<br />known by Subscriber as demonstrated by clear and convincing
<br />evidence.
<br />(g) Subscriber shall promptly inform Bentley upon knowledge of
<br />say actual or potential unauthorized use or disclosure or the
<br />Proprietary hrformation,
<br />107. No Benchmarks. Subscriber may not disclose the results of any
<br />Product testing, including but not limited to benchmarks, to any third
<br />party without first obtaining Bentley's wriden consent to do so.
<br />4. Limited Warranty; Limitation of Remedies and Liability
<br />4.01, Limited Warranty to Subscriber. Except for :products licensed
<br />tinder Section 5.02(b), Section 5A2(e) Br Section 5.02(4) of Exhibit A
<br />hereof, which are provided to Subscriber "AS -IS" and without
<br />womanly of any kind, Bentley hereby warrants for tile benefit only of
<br />Subscriber that (a) for a period of ninety (90) (lays ("Warranty
<br />Period "). train the date of delivery to Subscriber of a Serial Number
<br />or Product, as the case may be, the Product shall, under normal use,
<br />operate in substantial conformance with the functional specifications
<br />set forth in the Document Set applicable to such Product, and (b) for a
<br />period of ninety (90) days from the date of delivery, other products
<br />and materials famished by 13cnticy to Subscriber shall, under normal
<br />use, operate in substantial conformance with the Bentley
<br />documentation applicable to such products and materials. If any
<br />modifications, enhancements or changes are trade by Subscriber or at
<br />Subscriber's direction to the Products; if the Products are reverse -
<br />englneeted, decompiled or disassembled; or if Subscriber breaches
<br />the terns of this Agreement, then the warranties in this section shall
<br />be immediately terminated. This limited warranty gives Subscriber
<br />specific legal rights, Subscriber may have other rights which may
<br />vary from state/jurisdiction to stateljurealiction.
<br />4.02. Exclusion of Warranties. THE WARRANTIES STATED IN
<br />SECTION 4.01 ARE BENTLEY'S SOLE AND EXCLUSIVE
<br />WARRANTIES PERTAINING TO THE PRODUCTS, SELECT
<br />SEL0n2520d /0005 5/11
<br />SUPPORT SERVICES AND OTHER MATERIALS AND
<br />SERVICES LICENSED, DELIVERED OR OTHERWISE
<br />FURNISHED BY BENTLEY UNDER THIS AGREEMENT,
<br />BENTLEY DOES NOT WARRANT THAT THE PRODUCTS,
<br />SELECT SUPPORT SERVICES, OR ANY OTITER SERVICE OR
<br />MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS,
<br />BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR
<br />ERROR FREE. BENTLEY NPREBY DISCLAIMS ALL OTHER
<br />WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED,
<br />INCLUDING WITHOUT LIMITATION, WARRANTIES
<br />AGAINST NON- INFRINGEMENT AND THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, SATISFACTORY
<br />QUALITY AND FITNESS FOR A PARTICULAR PURPOSE,
<br />THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER AS
<br />SOME STATES /JURISDICTION DO NOT ALLOW THE
<br />EXCLUSION OF CERTAIN WARRANTIES.
<br />Exclusive Remedy. The entire liability of Bentley and the sole, and
<br />exclusive remedy of Subscriber shall be, in Bentley's sole and
<br />absolute discretion, (1) to repair or replace a Product or other
<br />materials in broach of the foregoing warranties, (if) to advise.
<br />Subscriber how to achieve the same functionality with the Product as
<br />described in the Document Set thorough a procedure different from
<br />that set forth in the Document Set, or (ii) to muslin the purchase price
<br />or fees paid therefore, where written notice of such breach, specifying
<br />the detect, is fhndshcd to Bentley dm'arg the Warranty Period.
<br />Repaired, comeeted, or replaced Products. and Document Sets shall be
<br />covered by this limited warranty for ninety (90) days after the date;
<br />(a) of shipment to Subscriber of the "repaired or replaced Products and
<br />Document Sots, or (b) Bentley advised Subscriber how to operate the
<br />Products so as to achieve the functionality described in the Document
<br />Sets.
<br />4.04. Exclusion of Batangas, IN NO EVENT SHALL BENTLEY AND
<br />ITS LICENSORS AND SUPPLIERS BE .LIABLE TO
<br />SUBSCRIBER FOR ANY INDIRECT INCIDENTAL, SPECIAL
<br />OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE
<br />NATURE OF THE CLAIM, INCLUDING WITHOUT
<br />LIMITATION LOST PROFITS, COSTS OF DELAY,
<br />INTERRUPTION OF BUSINESS, LOSS OF USE, INABILITY TO
<br />ACCESS ONLINE SERVICES, ANY FAILURE OF DELIVERY,
<br />COSTS OF LOST OR DAMAGED. DATA OR
<br />DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES
<br />ARISING FROM ANY SOURCE, EVEN IF BENTLEY HAS BEEN
<br />ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE
<br />POSSIBILITY OF SUCH DAMAGES OR CLAIMS. BECAUSE
<br />SOME STATES /JURISDICTIONS DO NOT ALLOW FOR THE
<br />EXCLUSION OR LIMITATION OF LIABILITY FOR
<br />CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
<br />LIMITATION MAY NOT APPLY TO SUBSCRIBER,
<br />4105. Disclaimer. Subscriber acknowledges thattlie Products are not hand.
<br />tolerant and Have not been designed, manufactured or intended for
<br />rise and will not be used in the development of weapons of mass
<br />destruction, as on -line control equipment in hazardous environments
<br />requiring fait -safe performance, such as in the operation of nuclear
<br />facilities, aircraft navigation or communication systems, air traffic
<br />control, direct life support machines, or weapons systems, in which
<br />the failure of the Products could lead directly to death, personal
<br />injury, or severe physical or environmental damage. Subscriber
<br />further acknowledges that the Products are not substitutes for
<br />Subscriber's professional judgment, and accordingly, neither Bentley
<br />nor its licensors or suppliers are responsible for Subscriber's use of
<br />the Products or the results obtained from such use. The Products are
<br />intended only to assist Subscriber in its business, and are not mean to
<br />be substitutes for Substation's independent testing slid verification of
<br />stress, safety, utility or other design parameters.
<br />Nate S 12
<br />25A -12
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