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BENTLEY SELECT PROGRAM AGREEMENT
<br />SELECT Program Benefits
<br />Exhibit A
<br />Dated as of January 2010
<br />use license, nor shall Subscriber be liable for any breaches of
<br />SELECT Program services that the some CALs or
<br />such license br its employees. Such hone vise licenses granted
<br />Products under a perpetual license. would entitle
<br />horeunder will expire upon temonation of this Agreement,
<br />Subscriber to receive,
<br />(d) Evaluation of Products. If a Product is designated as. eligible.
<br />(5) Subscriber recognizes that the CALs, Products and
<br />on SELECT Online, Bentley hereby grants to Subset iboc}
<br />Portfolios acquired or licensed under a Subscription
<br />subject to its compliancewith the procedures of (his Section
<br />License are provided to Subscriber for use only for. the
<br />5.02(d) of Exhibft A, a limited nontransferable non-exclusive
<br />applicable License Term or any renewal term, In no event
<br />I ightto create, using SELECT Online (following the registration
<br />will a Subscription License condone beyond the expiration
<br />.requirements set forth oil SELECT Online), one (1) copy par
<br />or earlier terminnefoo of the. SELECT Agreement under
<br />Site of each Product contained on SELECT Online`sotcly for
<br />which it is granted. Subscriber recognizes that .CAL
<br />Evaluation Use of such Product, provided that Subscriber shall.
<br />Subscriptions, Product Subscriptions and Portfolio
<br />have no right to ere do,evaluation copies of Products previously
<br />Subscriptions may be delivered to Subscriber with
<br />licensed by Subscriber. The dumdoa of use of an evaluation
<br />embedded Thus Clocks. Subscriber: agrees that Time
<br />copy shall not exceed. thirty (30) days, and Bentley may provide
<br />Clocks are not considered a defect of Such Subscription
<br />the Product with a mochanism that will cause the Product to
<br />Licenses and releases Bentley from any and all claims,
<br />time out or expireafter thirty (30) flays. Upon the earlier of the
<br />however characterized, arising from or related to Time
<br />conclusion of such (30) day evaluation period or the formulation
<br />Clocks or :their operation; Subscriber may not remove or
<br />of this Agreement, Subscriber shalt destroy all copies of
<br />evade Time Clocks.
<br />Products created for evaluation hereunder and, upon request by
<br />Bentley, certify such destruction in writing.
<br />(6) In the event of any inconsistency between this Section
<br />5.02(c) of Exhibit A and ally other Section in Exhibit f of
<br />(e) Subscription Licensing.
<br />this Agreement, or between this Section 5.02(e) of Exhibit
<br />A and the terms and conditions in the license agreement
<br />(1) Subscriber may, upon Bentley'a approval, license coolant
<br />provided with any Product or CAL that is the subject of
<br />Products, or acquire CAL$, for a specified term (a
<br />Subscription License, this Section 5,02(e) of Exhibit A
<br />"Subscription License"). A Subscription License may
<br />shall control with respect to Subscription Licenses,
<br />entitle Subscriber to license rightsin a single Product (a
<br />`"Product Subscription-) or a specified portfolio of (f)
<br />Client Software Benefits; "Client Access License" or—CAV
<br />Products (a "Portfolio Subscription") for Production Use,
<br />is a license right to install and use Client Software and permit a
<br />in object Cade form and within the Country. Each
<br />User to access Server Products licensed by Subscriber. If Client
<br />,Portfolio Subscription is licensed for use on a single
<br />Software 1s designated as eligible on SELECT Online,
<br />computer at one time, and its coopmiem' pans or
<br />Subscriber may, up to the total number of LALs licensed by
<br />individual Product elements, if any, may not be soperated
<br />Subscriber, for Production Use only: (1) install and use Client
<br />fag use on more than one computer. To be eligible to
<br />Software; (2) jncmril Users, including External Users,. to aceoss
<br />Participate, Subscriber most be pried on all outstanding.
<br />Server Products licensed by Subscriber; anti (3) access Server
<br />invoices for amounts owed to Bentley.
<br />:Products licensed by an External User, and, the total number of
<br />CALs counted as used hereunder shall be the number of unique
<br />(2). 'file. license tem, for a Product Subscription or Portfolio
<br />Users, which number shall, include External Lfsers, recorded in
<br />Subscription shall commence upon Subscr'iber's receiptof
<br />the Usage lag files h ulsmitted pursuant to this Section 5.62(0,
<br />the License Key and, unless earlier terminated, shall
<br />during the Lam of this Agreement The parties acknowledge
<br />continue for the remaining current term of the Agreement
<br />and agree that set External User may be penuhted to access
<br />or such slimier term hull lass .than one (1) month) as
<br />Server Products licensed by Subscriber using a CAL owned by
<br />Subscriber may elect at the tune the purchase order is
<br />that Esucrnal User Subseubet agreesto u'ausel t to Bentley,
<br />dollverod and reflected in the License Key (the "License
<br />upon Bentley's request, true and accurate copies of the usage
<br />Term"). The License Toren hand each successive tern)log
<br />fries, .generated by Server' Products or such other Bentley
<br />shall antomadcallyrenew at its expiration fare successive
<br />lIcrnshig technology is may be required by Bentley Frain into
<br />term equal to the then remaining tern of the Agreement,
<br />to time, and information identifying any External User that fin
<br />or such shorter term (not loss then one hand,) as a
<br />accessed Server Products licensed by Subscriber. Upon
<br />Subscriber may elect at the time of such renewal, unless
<br />expiration or earlier termination ttfthis Agreement, the terms of
<br />either party gives notice. of its election not to rancor the
<br />tine license agreement provided with the Client gollware and the
<br />License Termat least thirty (30) daysprior to the
<br />CAL shall thereaffo govern the use of such Client Software and
<br />expiration of the then current term. Time License Tenn for
<br />file associated GAL„ and Subscriber shall uo longer be entitled
<br />a. particuhtrPnndnca Subscription or Portfolio Subscription
<br />to the Client$oliware, Benefices set forth in this Section,.
<br />shall lcminain upon leminadon of the Agreement or lir
<br />fire event of non -renewal at the end of the then current (g)
<br />S$LECTserver. Subscriber may, upon Bentley's approval, and
<br />License Torm as provided in the in sccdongsenterim
<br />at no charge, receive a Subscription LiconSe for Bentley's
<br />SELE'CTserver Product (or such other server -based license
<br />(3) The fees in effect as of the date a Subscription Lfeease for
<br />management technology that Bentley may offer). The. tons of
<br />a GAL, Product Subscription or Portfolio Subscription is
<br />Sgbgettiber's Use of the SELEC`fsewer Product shall be as set
<br />initiatedd or renewed hereunder shall ren'lain it, effect for
<br />forth it) (lie license agreement provided with. the SULECTaerver
<br />such CAL, Product or Portfolio Subscription until the
<br />Produce, as such tonus are myended at supplemented in: this
<br />expiration or renewal date of the License Term for such
<br />Agreement, Subscriber acknowledges that SELECTsorver for
<br />CAL, Product or Portfolio Subscription. Oil the renewal
<br />well other server -based license rearagement toolmofogy that
<br />datey the prices in effect all such date shall be nppliaable.
<br />Bentley may offer) myy be delivered to Subsettbor with
<br />embedded Time Clocks, Subscriber agrees drat There Clooksare
<br />(4) During the License Term, said .any renewal torm, ell
<br />not considemdD defsci of tile Product and i eleases Bentley green
<br />Subscription Licenses for CALs, Product Subscriptions
<br />any rand all claims, however characterized, arising from or
<br />and Portfolio Subscriptioua Shall entitle Subscriber to all
<br />,aimed to Tiro Clocks M their operallonr Subscriber may not
<br />SEL002520-1/000S 6/11
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