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BENTLEY SELECT PROGRAM AGREEMENT
<br />General Terns and Conditions
<br />Exhibit B
<br />Dated as of January 2010
<br />Proprietary Information in accordance with this Section 3.06 or
<br />Exhibit. B.
<br />(b) Subscriber shall maintain the confidentiality of all Proprietary
<br />Information. Subscriber shall not reproduce or copy Proprietary
<br />Information except as permitted in this Agreement or as maybe
<br />expressly authorized in nnctiug in advance by Bentley. All such
<br />copies .shall be marked by Subscriber as proprietary and
<br />confidential information.
<br />(c) Subscriber shall only use Proprietary Fomentation in furtherance
<br />of this Agreement, and may disclose Proprietary Information
<br />only to those employees required to Have knowledge of sante to
<br />perform their duties purseam to this Agresm In. Subscriber
<br />shall not disclose or make Proprietary Information available to
<br />any: third party at any tone.
<br />(d) Subscriber shall treat Proprietary ,Information with the some 4.03,
<br />degree of care as it uses toprotect its mon confidential
<br />blawmation, and in'to case less :than a reasonable degree of
<br />care.
<br />(e) Upon the termination or non -renewal of .this Agreement;
<br />Subscriber shall future to Bentley or, if so requested, destroy allT
<br />Proprietary Information in its possession.
<br />O Subscriber shall have no obligation of confidentiality with
<br />respect to any Proprietary Information that (I) late -e meed the
<br />public domain other than through a broach of this Agreement,
<br />(i) has been rightfully obtained by Subscriber from a third party
<br />with no obligation of confidentiality, or (iii) is previously
<br />known by Subscriber as demonstrated by clear And convincing
<br />evidence.
<br />4.04,
<br />(g) Subscriber strait promptly inform Bentley upon ltaowlodge of
<br />any actual or potential tmauthorized use ar disclosure of the
<br />Proprietary Information.
<br />3.07, No Benchmarks. Subscriber may not disclose the results of any
<br />Product testing, including but Act limited tobenchmarks, to any third.
<br />party' without first obtaining Bentleys written consent to do so.
<br />41 Limited Waerutfy; Limitation of Remedho and Liability
<br />4.01. Limited Warranty to Subscriber. Escort rot products licensed
<br />mldel Section 5.02(6), Section 5.02(c) or Section 5.02(d) of Exhibit A
<br />hereof, which are provided 4o Subscriber "ASdS" and coition{
<br />Warranty pof any kind, Bentley Hereby warrants for the benefit only of
<br />Subs dbor that (a) for a period of ninety (90) (bay's ("Warranty,
<br />Poriad") front the date of delivery to Subscriber of a Serial Nutltber
<br />or Product; as the ease may be, the Producrshall, tntder rrbmnl use,
<br />cramps in substantial conformance with lite functional specifications
<br />set forth in the Dominent Set applicable m such Product and (b) for ti
<br />periodof ninety (90) days from the date of&INcry, other products
<br />and materials famished by Bentley to Subscriber shall, larder normal
<br />use, operatein substantial conformance with the Bentley
<br />documentation. applmsahlo to such products and materials. If arty
<br />prodif actions Alla a Cements or changes are made by Subscriber or at
<br />Subscriber's direction to the Products; if the Products. are reverse-
<br />engineereds decompiled or disassembled, or if Subscriber bleaches
<br />the terms of this Agreoment, then the warranties in this section 'shall
<br />be Immediately terminated, This limitedwarranty gives Subscriber
<br />spociltu legal rildiel Subscriber may havoother rights which may
<br />Very Eour state/jurisdiction to stare/jurisdiction.
<br />4.03. Exclusion of Warranties. THE WARRANTIES STATED IN
<br />SECTION 4,01 ARE BENTLEY'S SOLE AND P,XCLUSIVF.
<br />WARRANTIES >PERTAINING TO THE PRODLtCTS, SELECT
<br />SELOOZ520-VOOOS 6/11
<br />SUPPORT SERVICES AND OTHER MATERIALS AND
<br />SERVICES LICENSED, DELIVERED OR OTHERWISE
<br />FURNISHED BY BENTLEY UNDER THIS AGREEMENT.
<br />BENTLEY DOES. NOT WARRANT THAT THE PRODUCTS,
<br />SELECT SUPPORT SERVICES, OR ANY OTHER SERVICE OR
<br />MATERIALS WILL MEET SUBSCRIBER'S REQUIREMENTS,
<br />BE FREE FROM VIRUSES OR OPERATE UNINTERRUPTED OR
<br />ERROR FREE. BENTLEY HEREBY DISCLAIM$ ALL OTHER
<br />WARRANTIES EITHER STATUTORY, EXPRESS OR IMPLIED,
<br />INCLUDING WITHOUT LIMITATION, WARRANTIES
<br />AGAINST NON•INFRINGEMENT AND THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, SATISFACTORY
<br />QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />THESE EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER. AS
<br />SOME STATES/TURISDiCTION DO NOT ALLOW THE
<br />EXCLUSION OF CERTAIN WARRANTIES.
<br />ESeluslto Remedy. The entire liability of Bentley and the stile and
<br />exclusive remedy of Subscriber shall be, ill Bentley's sole and
<br />absolute discretion, (t) to repair or replace a. Product or oilier
<br />materials in breach of lite foregoing warranties, (i) to advAo
<br />Subscriber how to achieve the sante functionality with time Product As
<br />described in the Document Set through a procedure different from
<br />that set forth in the Document Set, or (El) to return the purchase price
<br />or fees paid therefore, where written notice of such branch, specifying
<br />the defeat, is famished. to Bentley dining the: Wormnty Period.
<br />Repaired, corrected, or replaced. Products And Document Sets $flat] be
<br />covered by this limited warranty for ninety (40) days after the date:
<br />(a) of shipment, to Subscriber of the repaaed or replaced Products aiid
<br />Document Sets, of (b) Bentley advised Subscriber ]row to operate the
<br />Products So as to achieve time functionality described in the Document
<br />Sets,
<br />NO EVENT SHALL BENTLEY AND
<br />SUPPLIERS BE LIABLE TO
<br />INDIRECT, INCIDENTAL, SPECIAL
<br />tAMAGES,. .REGARDLESS SOF THE
<br />LOST PROFITS, COSTS OF
<br />ONLINE SERVICES,, ANY FAILURE OF
<br />OF LOST OR DAMAGED I
<br />ADVISED, KNEW OR SHOULp HAVE KNOWN OF THE
<br />POSSIBILITY OF SUCH DAMAGES OR CLAIMS BECAUSE
<br />SOME STATES/3URISDICTIONS DO NOT ALLOW FOR THE
<br />EXCLUSION OR LIMITATION OF LIABILITY FOR
<br />CONSEQUENTIAL OR INCIDENTAL DAMAGES, 971E ABOVE
<br />LIMITATION MAY NOT APPLY TO SUBSCRIBER..
<br />4.05. Disclaim". Subscriber Acknowledges thattireProducts are not milt -
<br />tolerant and have not been designed; mnannfaefured or intended for
<br />Ilse and will not be used in the development of weapons of mass
<br />destruction; as on-line control equipment in hazardous environments
<br />requiring fail-safe parfpr mance, such as in the operation of nuclear
<br />facilities, aheraft navigation or communication systems,. air uafBe„
<br />control, direct life,eupport machines, of weapons systems, In which
<br />the failure of the Products could 'lead directly to Beath, .personal
<br />injury, or severe physical or environmental damage. Subscriber
<br />further acknowledges that the Products are not substitutes for
<br />Subscriber's professional judgment, and accordingly, neither Bentley
<br />nor its licensors or suppliers are responsible per Subscriber's use of
<br />the Products or time results obtained front such Ilse. The Products are
<br />intended onlyto assist Subscriber in its business, and are not meant to
<br />be substitun s for Subscriber's independent testing and verification of
<br />stress; safety, utility or other design paronethes.
<br />Page 8 of 12
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