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BENTLEY SELECT PROGRAM AGREEMENT
<br />Professional Services
<br />Exhibit C
<br />Dated as of January 2010
<br />1. Professional Services.
<br />I,01. Subscriber may request professional services from time to tomo and
<br />Bentley may agree to perform such services pursuant to this
<br />Agreement. The description of professional services requested by
<br />Subscriber and which Bentley agrees to perform shall be set forth
<br />in one or mora written descriptions. labeled "SELECT
<br />Professional Services" and signed by Subscriber and Bentley
<br />(each an "Order"). Bentley shall .have the tight to accept or
<br />decline any proposed Order. Each Order shall set forth, at a
<br />minimum, the work to be done, the number of Bentley's personnel
<br />to be mligned to Subscriber's work, the duration of each
<br />individual's assignment,. and the fees for the work The services
<br />and tither provisions described on the Order(s) are referred to
<br />collectively as the "Werk" while the results of the Work, if any,
<br />are referred to as the "Work Product."
<br />1.02, Method of Performance, Bentley, in conjunction with its
<br />personnel, will define ne the method, ,derails, and means of
<br />performing the work to be carried out for Subscriber, including the
<br />use atsub-contractors if -deemed necessary.. Subscriber shall have
<br />no right to, and shall not, control the, amount or doterrione the
<br />method of accomplishing such work. Subscriber may; however,
<br />require Bentley's personnel to observe at all times the security and
<br />safety policies of Subscriber, In addition, Subscriber shall be
<br />entitled to exercise a broad general power of eupcivehon and
<br />control over tine results of work performed by Bentley to ensuri.
<br />satisfactory parlimmonce. This power ofsupervolon shall include
<br />the fight to Inspect, :slop work, make suggestions or
<br />recommendations as to the details of the work and request
<br />modifications to the scope of an 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 furious scheduled services because .of
<br />Illness, resignation, or other causes beyond Bentley's reasonable
<br />control, Bentley will attempt to replace such personnel within.,
<br />reasonable time, but Bentley shall not be liable for failure if It Is
<br />unable to do: so, giving -duoregard to Its rouser com tri rman; and
<br />.priorities,
<br />1,04- Reporting. Sulrscil6er will advise Burnley of the individuals 4'o
<br />when Bentley's manager will report progress on drryao-day work.
<br />Subscriber and Bantley shall develop. appropriate adrnlntstrative.
<br />.procedures. for peaformance of work at Subscriber's cite, if
<br />roccssary,.Subs ribor shall parmdloally Prepare on evaluation of
<br />{lie work performed by Bentley for sobniission in Bentley opurt
<br />$ontlays. Yequed.
<br />105. Place of Work. Certain projects or tasks may require Benticy's
<br />personnel to perform work for. Subscriber at Soliscriber's promises.
<br />10 the event that such projects or tasks are required to beperformFd
<br />at Subscriber's premises, subscriber agrees to provide working
<br />space and facilities, &adtiny other scrcreos and matoidnds Bentley
<br />or its personnel tnny Ousonkbly request in older to performtheir
<br />work. Sobsciber recognizes that there may be a need to lain
<br />Bentley x personnel in rho, unique pirmodgres used at Subscriber's
<br />location When Subsorber determines that such training Is
<br />necessary, Subscriber shall, unless otherwise agreed in writing, pay
<br />Bentley for its personnel's training tune.
<br />'i A6- ,Aon-Gxclosive. Bentley shall retain (tic right to perform work for
<br />Others during the teun.of this Agreement, Subscriber shall retain
<br />the might to cause work of the same or a different kind to be
<br />performed by its own personnel or other contractors daring the
<br />term of this Agreement.
<br />1.07,, Perpetual License. Upon full payment for tine work, Beuticy shall
<br />brant Subscriber paid-up, per odual, royalty -,tee richt grid license
<br />SFt002520-1/00115 _6/11
<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 />1.95.. Preexisting Works of Bentley. Notwithstanding Section 1.07 of
<br />Exhibit C hereof, Bentley herebyreserves'and retains Ownership of
<br />all works which Bentley arented unrelated to the Work performed
<br />pursuant to any Order, including but nut limited to Products (the
<br />"Pre -Existing Works"), 'Bentley does net grant Subscriber any
<br />rights or licenses with respect to the Pro -Existing W e&.
<br />1.09. Residuals. Tt is mutually acknowledged that,
<br />course of its dealings with Subscriber and the
<br />its personnel and agents may become wigs
<br />and
<br />QonStnere to be proprietary nl` secret. Notwittutanding anything in
<br />this Agreement to the contrary, and regardless of any hammaftod
<br />of this Agreement, Bentley shall be entitled to use, disclose, and
<br />otherwise employ any ideas; concepts, know-how, methods,
<br />techniques, pro uassess and skills, adaptations, including
<br />goucndiaed routines of the sequence, structure, ant] organization of
<br />any works of authorship, in conducting its business (including
<br />providing services or creating programming or materials for ogler
<br />customers), and Subscriber shall not assert against Bentley or its
<br />personnel ally prohibition or restraint from im doing.
<br />Mo. Third -Party Interests. Subscriber's interestin and obligations
<br />with respect to any programming, materials; or data to be obtained
<br />from thud-Pe,rty vendors, regardless of whether obtained with die.
<br />assistance of Bentley, shell be determined in_aaceirdanco with the
<br />agreements and policies ofsnch vendors:
<br />641. Tines. Bentley shall be pard the .fee as: specified 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, Iran fee is specified m Bentley's
<br />customary rates for the level of personnel providing such servioes.
<br />1.12. Expenses. Subscriber shall also pay otthar the actual cost of
<br />Bentley's reasonable travel andliving expenses of an akreed-to
<br />amount for such travel end .living expenses (other than normal
<br />renunciation travel) for Bentley employees m the Pei Fo mance of
<br />Work set forth lir each Order along with all other out-of-pocket
<br />expenses incurred by Bentley.
<br />133. Estimates, Estimates of total fees for projects may be provided in
<br />air Order, but B'entl'ey does' not guarantee such estimates. Bentley,
<br />will, however, notify Subscriber as soon as: possible if it will
<br />exceed the astimate, and Subscriber may ,lien terminate the project
<br />and pay only for services actually rendered if Subscriber so
<br />choosm,
<br />1.14, Confidentiality. In the performance of the Work, Bentley, may
<br />aeguird information ol'Subsonber which is proprietary, non-public
<br />sad blenlified in writing as confidential by Subscriber. Bentley
<br />shall not disclose to anyond, not %mployed by Subsenbcr nor use
<br />except on behalf Of Subscriber ally such confidential infuriation
<br />acquired in the porfomraneo of (lie Work except as 0.uthmrzed by
<br />Subscriber in writing and as. may be permitted by Section L09 of
<br />this Exhibit C. Bentley shell have no obligation bf eonfutontiality
<br />with respect to ally information of Subscriber that (n) has entered
<br />I vi public domain other than through a breach ofthis Agrecassr,
<br />(ii) has been righthdly mitauu'dby Bentley from a third only with
<br />no obligation Of confidentiality, or (m) is previously known by
<br />Bentley as demonstrated by clear and convincing evidence.
<br />Notwitlr9muding [Iia loregonig restrictions, Bentley and its
<br />personnel may use and disclose any information to the extent
<br />required by an order crony, court or other go"nomental oul_luniry
<br />Pace 11 of 12
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