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BENTLEY SELECT PROGRAM /AGREEMENT
<br />General Terms and Conditions
<br />Exhibit B
<br />Bated as of January 2010
<br />1,34. "Subscription License= shall he defined as set forth in Exhibit A,
<br />Section 5,02(e)(S) herein.
<br />1.53. "Subscription Licensing" means acquisition of it CAL. or licensing
<br />of Product or portfolio of Products as act forth in Section 5.02(e) of
<br />Exhibit A of this AgroemenA
<br />1.30. "Technical Support" means telephone, facsimile, Internet and
<br />electronic mail based supportto assista, subscriber to the SELECT
<br />Program as described in Exhibit A, Section 2.02 of this Agreement.
<br />1.37. "Time Clacks" means copyprateethm mechanisms„ or other security 3.01
<br />devices which may deactivate Products or CALs, including Bemfoy's
<br />SELECTserver, afb r termination or expiration of the Agreement, any
<br />applicable License Term or any applicable renewal term.
<br />1138. "Update' means it-rn musiance release of a Product.
<br />13% "Upgrade' means a commercial release of a Product which his
<br />substantial added functionality over the Product it is Intended tc
<br />replace.
<br />1.40, "Use'r(whather or not capitalized) means utilization of the Product or
<br />CAL by all individual or when a Product has heart loaded into
<br />temposery: memory (he. RAM) or installed into permanent memory
<br />pxg. hard disk, CD-ROM, or other storage device) of a computer,
<br />IAI. "User" means an individual porgon,
<br />L42. "Work` shall be defused. as pet forth in Exhibit C, Section Lg11
<br />herein.
<br />1.43. "Work Product" shift be defrucd as act forth} In Exhibit C, Section
<br />1.01 herein,
<br />L Payment of Bentley Yuaultes
<br />2.01. Payment Terms. Subscriber shall flay each Bentley invoicefor all
<br />CALs, Productfocuses and services provided hereunder within thirty
<br />(30) days folia the date of such invoice. interest shall scene on
<br />delinquent payments of such invoices at the, rate of one and one-half
<br />petnent (15%) per month or the highest rate permitted by applicable
<br />law, whichever Is less Inthe event any payment hereunder is past
<br />due, Bentley, at Its discretion, may suspend or, after notice of such
<br />evetdue payment and a thirty (30) day period to care, terminate
<br />Subscriber's sorviere, rights, slid licenses provided tinder this
<br />Agreement.
<br />2.02.. Taxes. Subscriber shall pay to Bentley all levied taxes that
<br />Bentley is required under applicable law to collect from Subatainer by
<br />reason of tie transactions coutemplaurl by this Agreement,
<br />including, but not limited to. sales, use, occupation, value added,
<br />emrse, ave property taxes (except for taxes based on Bentley's not
<br />income). VSubsoriber is -obligaredunder an applieainlelaw to
<br />tvithbold or deduct taxes fruit any payment of SELECT program
<br />Pees to Bentley, Subscriber slob fwnish to Bentley official receipts
<br />evidencing Subscriber's payment orsuch taxes.
<br />Subscriber ties complied with its obligations hereunder, These records
<br />shall include the location and identification of the Subscriber
<br />hardware on which Subscriber uses each copy of IN CALs or
<br />Products Stihseriber shall, upon seven (7) :days advance written
<br />notice. by Bentley, pennon reasonable inspection mid of such
<br />records by Bentley or a third -party auditor retained by Bentley at the
<br />offices of Subscriber during regular working hours.
<br />Intellectual Property Rights
<br />Pitta Reservation of Rights. Subscriber acknowledges and agrees
<br />that:
<br />(a) The Products, including the Document Sets for each Product,
<br />and any information which Subscriber obtains through the
<br />SELECT Program or the use of SELECT'ordine or any other
<br />means of electrolum transmission, contain proprietary
<br />information of Bentley, its licensors or other suppliers, sed us
<br />:protected under United States copyright laws, other applicable
<br />copyright lairs, Other laws relating to theprotection of
<br />intellectual property, and International treaty provisions;
<br />(b) 'lire entire right„ title and interest in and to the Products, the
<br />Document Sets; any information Subscriber obtains through the
<br />SELECT Program or the use of SELECT online an any other
<br />nnoaus of electronic transmission, aid all associated intellectual
<br />pit oportprights, shall remain with Bentley or its licensors;
<br />(c) The Products are licensed, notsold, and title to each copy of'tlro
<br />Products shall remain with Bentley or its licensors, and shall hot
<br />pass to Subscriber; and
<br />(d) Bentley retains all rights not expressly granted.
<br />3.02 Source Code. Subscriber shall lave no right hereunder to receive,
<br />review; use or otherwise have access to the source code for the
<br />Products.
<br />3103. Copyright Notices. Subsedber shalt reproduce and include on all
<br />copies of the Products created by Subscriber all copyright notices and
<br />Proprietary legends ofBentley or its licensors as they in or on
<br />the original media containing die Products supplied by Bentley,
<br />3.04. Reproduction. of Document Sets, Subscriber only reproduce the
<br />Document Sets for its -interval, 11011-oommdcial rise only, but the
<br />cumulative number of truth reproduced Documennt. Sets may not
<br />exceed the number of Products licensed by Subscriber that
<br />correspond to the Document Sets.
<br />3.05. Reverse Engineering, Subscriber may not decade, reverse engineer,
<br />reverse assemble, reverse compile, or otherwise transfuse the Products
<br />or Document Sets except and only to the extent that such activity is
<br />expressly permitted by appliciddo law notwithstanding this litnimtion.
<br />To the extent that Subscriber is expressly permitted by Imo to
<br />underlalse any of the. activities listed in the previous sentehce,
<br />Subscriber will not e;;8rclso lhosoFights mall if has provided Bentley
<br />with thirty (30) dayap for written notice of its intent to exercise such
<br />rights.
<br />2.03. Local Price and Currency. Calculation and payment ofthe SELECT 3.OL
<br />Program Pee or ally separate -price for all LALs, N:odave and
<br />services hereunder shall be based on the local price and local
<br />cunancy of the Subscriber's Site where such CAL, Pi educt or service
<br />is used,
<br />2.04, Recalls; Audit. Subscriber shall maintain complete and accurate
<br />records of CATs and Product licenses prior to the date of this
<br />Agreement and its creation and use of the CALs sectored and
<br />Products peered hereunder` to permit Barney to determm& whether
<br />Sat0n2520-1/000$ 5/11
<br />Proprietary Information.
<br />(a) Subscriber understands and agrees that Bentley may, in
<br />connection with the Provision of CALs, Products and services
<br />hereunder, disclose to Subscriber confiidentinl„proprietary and
<br />teebmcat information pertaining to Bentley Products and to
<br />Bentley's technology and business practices (eolleclivoly
<br />"Proprietary Information"), Subscriber agrees to treat all
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