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BENTLEY SELECT PROGRAM AGREEMENT <br />SELECT Program Benefits <br />Exhibit A <br />Dated as of January 2010 <br />provided with tire Product upon its delivery to Subscriber, as <br />.Subscriber rising pooled licensinghereby agrees to match and <br />amended or supplemented by the terms of this Agreement In <br />implement Bentley's SELECTserver or such other Bentley <br />effect at the time of such purchase. Subscriber hereby agrees <br />licensing technology as may be. required by Bentley time <br />that its downloading in use of ally Products delivered to It shall <br />,from <br />to time to monitor usage. Subscriber agrees and acknowledges <br />conslimte Suhacriber's acceptance of the license agreement. <br />that Bentley's SELECTserver will 8cm time to title transmit to <br />terms provided with the Product upon its delivery to Siubscritica <br />Bentley the usage log friesgenerated by SELECTserver or such <br />If Subscriber licenses Additional copies of a Product that is <br />other Bentley licensing technology, Subscriber agrees to allow <br />already licensed by Subscriber, such additional licenses may be <br />the above transmission to Bentley nr otherwise to transmit to <br />authorizCd through delivery of a new License Key and without <br />Bentley true and accurate copies of such usage lag flies. For <br />delivery or download of any additional Product, In such <br />purposes ofclaruy, the right to pool licenses of Products granted <br />instances, Subscriber :agrees that the license agreement terms <br />to Subscriber Posnmrt to this Section 5.02(x) of Exhibit A shall <br />contained or cross-otnerenced rn the License Key shall govem <br />terminate in the evem'of any 'rarefaction or mon renewal of this <br />Subscrabar's use of such Product, In the event of Conflict <br />Agreement, notwithstanding that the subject Products may be <br />between the terms of the license agreement provided with a <br />licensed on a'petpetual basis; The pooled licensing benefits set <br />Product upon its delivery to Subscriber and the Cerins of this <br />forth in this Section 5 02d) of Exhibit A are not appligable to <br />Agreement in effect at the time such Product is purchased, the <br />Server Products, Client. Software and associated CAU,. <br />terms of this Agreement in effect at the time such Product is <br />purchased shall control for the tenth of this Agreement. (b) <br />Nu-Charge Licenses, <br />However, with respect to any perpetually licensed Product; <br />upon any unimu atior of this Agceimarm the teams and <br />(1) If a Product is designated as eligible on SELECT Quline, <br />conditions of rhe license agreement provided with the Product <br />Subscriber is hereby entitled on a non-exclusive basis, <br />upon its: delivery to Subscriber shall govern Subscriber's use of <br />without payment of license fees but otherwise subject to <br />the Product, <br />the terms of this Agreement, to create Production Use <br />(c) No Transfers Subject to Section 8,01 of Exhibit B, Subscriber <br />copies, for use only by Subscriber, of certain -Products <br />'made available by Bentley from into totime and which <br />shall not $en, transfer, assign, grant a security interest in, <br />are designated by Bentley as ria-charge software, <br />sublicense,loan, lease or rent any of its rights tinder its LALs or <br />Subscriber is ean4ud toredisttibnta such Products,which <br />licenses to use Bentley Products without the prior written <br />are designated by Bentley as available for such <br />co trent of Bentley. If consent is given by Bentley, Subscriber <br />-permanently <br />redistribution, in machinereadable form to find Pat ties :to <br />maytransfer a license to another end ria©r, <br />which Subscriber distributes its Bentley Products hire, <br />provided all software and retitled documentation and media <br />provided than Subscriber procures each such third patty's <br />covered by such license are trairsferred to the transferee end <br />agreement not to further redistribute such Products. Unless <br />user and the Subscriber floes not retain. any copies ther'eof,.aira <br />Bentley specifically authorizes otherwise in writing, such <br />provided further that the transferee end user agrees in writing <br />flvo licenses granted or redistributed hereunder will expiro <br />with Bentley to coverall of its CALs and licensed Products <br />upon termination of this Agreement. <br />uudei the SELECT Program and be bound by the terms of the <br />license:agteemeat then in effech. for such CAL of Product.. <br />(2) pat each of Subscriber's licenses of a Product designated <br />by Bentley as eligible on SELECT Online; Subscriber nay <br />(d) No (commercial Hosting Products are licensed for production <br />at no charge receive'a single CAL allowing one additional <br />Usa only. Products may not be used to provide cmtivacrchal <br />User (which User may, under the terms of Section 5.02(o <br />hosting: services or is the basis for fee or transaction based <br />of Exhibit A, be an -External User) of that designated <br />services. <br />Product to Inst ip and use Client Soltwarc to access any <br />properly licensed Server Products, for Production Use, and <br />5.02. Licensing Programs Unless otherwise epooifloahy set paid herein, <br />in occurrence with Section 5.172(() of Exhibit A. Such <br />Bentley Products are licensedon a Per Devise bests as set forth In the <br />LALs granted hcramdcr'will expire upon termination of <br />applicable end user license that ships with the Bentley Produce. The. <br />this Agreement. <br />following heerra nglerognuns are not available for all Products; please <br />check SELECT Cadinm to see winch Frodulos are .eligible for the (d) <br />Berne Use Licenses. Unless Subscriber notifies Bentley in <br />respective licensing programs ducenit a specific designation of <br />writing that Subscriber's employees shall not be entitled to <br />.eligibility, a Product is ineligible for any such program). Bentley <br />obtain home use editors ofatPmduct, Bentley will distribute <br />reserves the tight to add or reiueve any Product from eligibility for <br />upon an employee's request made through Subscriber's site <br />licensing under'. fie following programs Benticyreserves die light to <br />administrator, and p rmit Subsmiber's employees to use, <br />discontinue any Of its licensing progranns at any time, without notice <br />without Charge,. home use editions of certain Products (for <br />to Substnhal. Howevery until renewal or terlminanon of this <br />winch such Charles are available, as dcsigneted oil SELECT <br />Agreement, such termination dfany licensing program shall not affect <br />Quite) in avacordaneo with the terns set fort]', nr the license <br />the licenses mi Products previously granted poisoned to such <br />agreement provided with such home rise edition of a Product, as <br />terminated licensing program. For purposes of clarity, all licenses <br />pmended:and ,supplemented by this Alinement, Restrietionsan <br />Previously branted pars lam to it terminated licensing progratn shall <br />home use licenses include the fnhowing: home use licenses <br />rationale upon therenewal io termination of this Agreement, <br />.'ere <br />not Permitted tribe used for Production Use or any commei'niat <br />(a) Pooled Licensing, if a Product is designated aS eligible on <br />use, including training; home use licenses are net for use in <br />Subseribefs pf izes; hour use licenses nley not be stared nn <br />SELECT bonne, then Bentley hereby forms to Subscriber a <br />any electronic maria from are licenses. must be permitted at <br />]halted noir-n misfciable nonexclusive right to use such Product <br />Subscriber's jurisdichon.'file total nom her of home use editions <br />for Production Use only on nn hhuser computer networks; and <br />available to So bscrnber's employees may not exuded the number <br />to install a licensed Product on mote than one compactor hard <br />of Subscribci's,Product licenses;to which the home use editions <br />disk, provided that all users under Ibis airaiigerment are tit the <br />relate Holme use editions of Products. are ineligible for <br />same Site and the number of users that ,Use a Proilbct during <br />Technical Support even if Subscriber has purchased SELLCI` <br />any one interest does not exceed tie number of copies of such <br />Program services Subsoibw- shall nut be responsible. for <br />Product for which Subscriber has Licenses at such Site: Any <br />ensuring amimliimce by its employees with the Bentley home <br />S6Cad251b1JOd05 6/11 <br />'Page 3 of 12 <br />