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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Tenns anti Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />8. Albeellaneolm
<br />hrternationat Sale of Goods, as amended, andof the Uniform
<br />Computer Information Transactions.. Act, as it may have been or
<br />8.01, Assignment. Subscriber shall not assign this Agreement or delegate
<br />hereafter tray be In effect in any jurisdiction;: shall not apply to this
<br />Its duties hereunder without prior written consent by Bentley, For
<br />Agreement,
<br />purposes of this Agreement, a change in neutral of Subscriber shall be
<br />considered on Assignment for which Bentley's prior written consent is $10,
<br />Arbitration, In the event of nay ors}nate, controversy or Maim
<br />hereby granted provided can the surviving entity from such change in
<br />between the parties prising under this Agreement, the parties shah
<br />control must enter into a SELECT Agreement This Agreement may
<br />submit to binding arbitration before a single arbitrator in Philadelphia,
<br />be asaigned by Bentley to any successor In interest to Bentley's
<br />Pennsylvania in accordance with the Commercial Ai Ntration Rales of
<br />business or to any direct or indirect wholly-owned subsidiary of
<br />the Ameriom Arbitration Association. The decision of the arbitrator
<br />Bentley Systems, Incorporated. Any purported assignment in
<br />shall be final and binding on the parties, and the judgment upon the
<br />violation orthis provision shall be void and without effect.
<br />award seaderod by the arbitrator atrall he enforceable in any court of
<br />competent jurisdiction. Each patty shall bear its own attorney's fees,
<br />8:02, Entire Agreement. This Agreement, together with the Exhibits and
<br />costs, and expenses Incurred in such Arbitration.
<br />signed Amendments, if any, incorporate the entire agreement of the
<br />parties and supersede and merge all prior and and written agreements; 8.11.
<br />Independent Contractor. Bentley's relationship with Subscriber for
<br />discussions and understandings between the parties with respect to
<br />all purposes hereunder shall be that of an independent contractor and
<br />the subject matter hereof. The terms and ,condiunnsof this Agreement
<br />'nothing herein shall be construed as creating, at any time, an
<br />and of tiie applicable Bentley confirmation shall apply to enol, order
<br />Wlployer acid employee relationship between (be parties.
<br />accepted or shipped by Bentley hereunder. Any additional or different
<br />terns or conditions appearing oil a purchase order issued by S.12
<br />Change of Ownership. Subscriber shall provide Bentley with sixty
<br />Subscriber hereunder, even if Bentley acknowledges such tetras and
<br />(60) days advance written nice of any changes in its ownership. or
<br />conditions; shall not be binding on the parties unless both parties
<br />location,
<br />expressly agree in a separate writing as provided under Section $.03
<br />of this Exhibit B. 8.13,
<br />Headings. The headings in this Agreement urn intended solely for
<br />convenience of reference and. shalt not affect the meaning or
<br />8:03. Amendments. Except as otherwise contemplated herein with respect
<br />interpretation of this Agreement.
<br />to updating; amending and supplementing the exhibits, this
<br />Agreement may only be amended or modified by a waiting duly
<br />executed by Authorized representatives. of tiro parties, provided,
<br />boweve, that any Additional or different terms of conditions
<br />appearing on a purchase order, even if acquired to be acknowledged
<br />by Bentley,. shall not be binding on the parties.,
<br />8.04. Notices, Notices under this Agreement stroll be made .orgiven as of
<br />the dam of ellher hand delivery or mailing to such patty, if sett
<br />prepaid car tried mall or next day air delivery to the address sec forth
<br />on the first page of this Agreement. All notices under this Agreement
<br />shall be addressed, if to Bontley, to its General Counsel, and if to
<br />Subscriber, to its authorized representative identified in this
<br />Agreement or ina subsequeutmotice to Bentley,
<br />805, Force Mojeu'e, Bentley shall not be liable for failure to fulfill She
<br />tcnms of this Agreement due to fire; strike, war, government
<br />I ognlatiOna, acts of find, labor dlsmrhanees; Sots of allot ban mothar
<br />causes which are unavoidable and beyond its conn'ol,
<br />8,06, 1Naiver, The failure of either part), to insist upon any of Its rights,
<br />under this Agreement upon one or more occasions, or to exercise ;my
<br />of Its tights,; shall not be deemed a waiver of such rights an any
<br />subsequent occasions.
<br />8.07. Survival. Time covenants contained forms Agrccmontwhich, by their
<br />terms, require of contemplate. performance by the parties after the
<br />expiration or ternmali of the Agreement (including, but not limited
<br />to, Sections 5.01 (a), (b, (c) nail (d) and 6.01 of Exhibit A, Sections 1,
<br />2, 3, q, 5, 4, 7.04, 7,05 and 8 of Bxhfft 13, and SclAmns 1,06, 1.67,
<br />1,08, 1.09, 1.10, 111, 1,12, 1.19, 1.16 and t.17 of Exhibit C) shall be
<br />enforceable notwithstanding said expiration or bam nation.
<br />8.08. Severability. The provisions ofthi9 Agreement shall be severable and
<br />the invalidity or to onmuccalnlity ofany one provision Shall not affect
<br />any Other unless othenvisenoted,
<br />8.09. Governing Law. This Agreement shadl. be governed by, interpreted,
<br />.and enforced in accordance: with one laws of the Commonwealth of
<br />Pennsylvania, without regard to Another; of low provisions. To the
<br />Amann unt extent permitted by applicable law, the partiesagree that
<br />the provisions of (lie United Nations. Convention on Contract's for the
<br />SEtbbdE2t1¢faii05 G%11
<br />Page ,10 & 12
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