25A - AGMT - SOFTWARE MAINT AND TECH SUPPORT

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BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 4.06. Limitation of Bentley Liability. IN THE EVENT THAT, NOTWITHSTANDING SECTIONS 4.01, 4.02,4.03, 4.04 AND 4.05 OF THIS EXHIBIT B, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON- CONFORMITY IN A PRODUCT, IN SELECT SUPPORT SERVICES, OR IN ANY OTHER SERVICE OR MATERIALS,WHETHER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF 1T$ ESSENTIAL PURPOSE BY LAW, BENTLEY'S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (it) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM, OR (iii) SUCH OTHER DEFECTIVE SERVICE OR MATERIALS, AS THE CASE MAY BE. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 4.07. Indemnification by Bentley. Bentley shall pay any damages finally awarded against Subscriber based an a claim against Subscriber that a Product which is developed and owned by Bentley infringes a third party's copyright carder the laws of a Berm Convention signatory country, or results in a misappropriation of a third party's trade secret, in the Country where Subscriber has been authorized to piece the Product subject to Stich claim into Production Use, if Subscriber provides to Bentley: (a) prompt written notice of any such claim, (b) all available information and assistance, and (c) the opportunity to exercise sale control of the defense and settlement of any such claim. Bentley shall also have the right, at its expense, either to picture the right for Subscriber to continue to use the Product or to replace or modify such Product so that it becomes non - Infringing. If neither of the foregoing alteratives is available on teems that Bentley, in its sole discretion, deems desirable, Subscriber shall, upon written request from Bentley, mmnt to Bentley the allegedly infringing Product, in which event Bentley shall refund to Subscriber the price paid by Subscriber for each copy of such returned Product, less twenty percent (20 %) for each elapsed year since the commencement of the license for such copy. Bentley shalt have no liability and this Indemnity shat not apply if the alleged infringement is contained in a Product which is not developed or owned. by Bentley or is due to modification of the Product by Subscriber or the combination, operation or use of a Product with other software that does not originate from Bentley or if Subscriber is in breach of this Agreement. Bentley shall also have no liability, and this Indemnity shall not apply, for the portion of any claim of infiagement based on use of a superseded or altered release of a Product if the Infringement would have been avoided by the use of a current, unaltered release of the Product. In no event shall Bentley's liability hereunder to Subscriber exceed the license fees paid by Subscriber for the allegedly infringing Product. This Section 4.07 sets forth Subscriber's sole remedy for intellectual property infringement, Expert Controls, The Products have been manufactured or developed in the United States of America and accordingly may be subject to U.S. export control laws, regulations laid requirements, Regardless of any disclosure made by Subscriber to Bentley of an ultimate destination of the Products, Subscriber must not export or transfer, whether directly a indirectly, the Products, or any portion thereof, or any system containing Such Products or portion thereof, to anyone outside the United States (including further export if Subscriber took delivery of tha Products outside the United States) without first complying strictly and fully with all export controls that may be imposed an the Products by the United States Government or any country or organization of nations within whose jurisdiction Subscriber uses the SEL002520- 1/0005 6/11 Products. The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with die United States Government requirements as they may be amended from time to time. Subscriber shall indemnify, defend and hold Bentley harmless for any breach of its obligations pursuant to this Section. U.S. Government Restricted Rights. If the Products are acquired for or on behalf of the United states or America, its agencies and/or instrumentalities ( "U.S, GovemmenP'), it is provided with restricted rights. The Products and accompanying documentation am "commercial computer software" and "commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and `restricted computer software" pursuant to 48 C.F.R. 52.227- 19(a), as applicable, Use, modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S. Goverment are subject to restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 51227-19, 227.7202, and 1852.227 -86, as applicable. Term; Termination 7,01. Term, This Agreement and Subscriber's SELECT Program subscription shall become effective on the Effective Date, and shall continue for an initial term of twelve (12) months (unless Attachment 1 provides for a longer duration of the initial term), and shall automatically renew for terms of like tenure unless either party gives notice of its election to not renew the totan . at least thirty (30) days prior to the expiration of the dem- Current tern. 7.02. Termination for Material Breach. Either party may, at its option, munitions this Agreement in the event of a material breach of this Agreement by rho other party. Any Stich termination may be effected Duly through a written notice to the other party, specifically identifying the breach or breaches an which termination is based. Following receipt of such notice, the party Orr breach shall have twenty-one (21) days to cure such breach or breaches, and this Agreement shall terminate in the event that such cure is not made by the end of such period; provided,. however, Bentley shall have the right to terminate this Agreement immediately If Subscriber breaches any of its obligations under Section 3 of this Exhibit B. The failure of Subscriber to pay an outstanding invoice of Bentley shall always constitute a material breach orthis Agreement. 7.03. Insolvency. If, under applicable insolvency laws, Subscriber becomes unable to pay its debts or becomes insolvent or bankrupt or makes arrangements with its creditors, or otherwise goes into liquidation, admudstratiou or receivership, then Bentley shall have the right to terminate this Agreement immediately by written notice. 7.04. Consequences of Termination. Upon the termination of this Agreement for any reason, all of the rights and licenses granted to Subscriber in this Agreement shall terminate immediately. Will, respect to any perpetually licensed Products, the terms and conditions set forth ill the license agreement delivered with such Products and the Definition of Use shall govern Subscriber's . use of such Products. Subscriber shall immediately discontinue use of SELECT Oldine. 7.05 Reinstatement Following Termination. Following a termination of the SELECT Program, Subscriber may reinstate such services only if Bentley consents to such reinstatement and Subscriber pays to Bentley, in advance, a SELECT reinstatement fee, in all amount to be determined in Bentley's sole discretion, such amoral not to exceed the amount of all fees that would have accrued and been payable, excluding discounts, for the period between the date of termination and the date of reinstatement. Pilau 9 of 12 25A -13