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BENTLEY SELECT PROGRAM AGREEMENT General Terms and Conditions Exhibit B Dated as of January 2010 4.06, Limitation of Bentley Liability. IN THE EVENT THAT, NOTWITHSTANDING SECTIONS 4.01, 4102, 4.03, 4.04 AND 4.05 OF. THIS EXHIBIT B, BENTLEY IS FOUND LIABLE FOR DAMAGES BASED ON ANY BREACH, DEFECT, DEFICIENCY OR NON -CONFORMITY 1NTA PRODUCT, IN SELECT SUPPORT SERVICES,: OR IN ANY OTHER SERVICE OR MATER'LALS,WHETAER IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS. OF WHETHER. ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL. PURPOSE BY LAW, BENTLEY'S CUMULATIVE LIABILITY HEREUNDER SEALL NOT EXCEED THE PRICE PAID BY SUBSCRIBER FOR (i) SUCH PRODUCT, (it) A ONE-YEAR SUBSCRIPTION TO THE SELECT PROGRAM,. OR (iii) SUCH OTHER DEFECTIVE SERVICE OR.MATERUAS, AS THE CASE MAY BE, THE PROVISIONS OF THIS ,AGREEMENT ALLOCATE THE RISKS BETWEEN BENTLEY AND SUBSCRIBER. BENTLEY'S PRICING REFLECTS THIS ALLOCATION OP RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. 4,07. Indemnification by Bentley. Bm'ley shall pay any dairalle finally awarded against Subscriber based on a claim against Subscriber that a Product which is developed: and owned by Bentley infringes a third party's copyright minder the fewsof a Berne Convention signatory country„or results in a misappropriation of a third party's trade secret, in the Country where Subscriber has been authorized to place the Product subject to such claim into Production Use, if Subscriber provides to Bentley: (a) prompt written nonce of any such claim, (b) .all available information and assistance, and (o) the opportunity to exercise sole control of the defense and self event of any such claim. Bentley shall also have lila fight, tit its expense, eitherto procure the right for Subscriber to continue to rise the product onto replace or modify such Product so that it becomes non -infringing If neither of the foregoing alternatives fs available on teens that Bentley, in its sole eiscr'efion, deems desirable, Subscriber shall, upon written request rmm Bentley, return to Bentley the allegedly infringing Product, in which event Bentley shall rebind to Subscriber the price paid by Subscriber for each copy of sada rumored Product, less twenty percent (21(t for each elapsed year since the commencement of the license for such copy., Bentley shall have no liability.and this indemnrtyshall not apply if file alleged infringement is contained in a Prodaot which is not developed or owned by Bentley or is due to modification of fro Product by Subscriber or rho combination, operation or use of a Product with other software that does not originate Troth Bentley or if Subscriber is in breach of this Agreement. Bentley $hall also have no liabdlity,'and this indemnity slall not apply, for the poidon of any clam[ of inrrimoment Based on use of a superseded or altered release of d Product if the inhing'eruent would have been avoided by the use of current, unaltered release of the Product, in no event ,shall Bentley's liability hereunder to Sth,wriber exceed the license fees paid by Subscriber pot' the allegedly infringing Product, 'this Section 4.07 sets forth Eufasto ibex's sole remedy for intellectual property umingenucat, i, Export Controls. The Ptoeldcts have been mAnufaotured or, developed in fire United States of America and accordingly may be subject to U.S. export control laws, regulations and iequacmatts. Regardless of any disclosure made by Subs'turburto Bentley of an ultimate destination of the Products, Subsoribex must not expaft or transfer, whother directly or manotetty, the Products, or any portion thereof; "ovally system Condamine such Products or pardon thereof, to anyone outside the United States (including father expert ifSubscr ibex took delivery Of ilia products outside the United Stacs) without first complying shortly and fully with all export controls that may be imposed nil dile Products by the United States Government or any country or organixohou of nations within whose jurisdiction Subscribe uses the SEIA025204/0005 6/11 Products? The countries subject to restriction by action of the United States Government are subject to change, and it is Subscriber's responsibility to comply with the United States Government requirements as they may be amended tram time to bine. Subscriber shall mebounify, clefiand and hold Bentley bamiless totally breach of itsobligations pursuant tothis Section: U.S. Government Restricted Rights. If the Productsare acquired Por or ori behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government'), it is provided with restricted rights. The Products and accompanying documentation are"commercial computer software"and 'Commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12212 and 227.7202, and "restricted computer software" pursuant to 48 C.F.R. 52,227-19(a), as applicable. Use,. modification, reproduction, release, performance, display or disclosure of the Products and accompanying documentation by the U.S. Government are subject to restrictions as set forth in this Agreement and puirmant to 48 C.F.R. 12312, 52.227-19, 227 7202, and 1852.227-86, as applicable. 7. Term; Termination 7TH. Term, This Agreement and Subscriber's SELECT Program subscription shall become effective on the Effective Data, and shall continue for an initial term of twelve (12) months (rmli ss Attachment I provides for a longer duration of the initial teen), and 'shall mdomahcally renew for terms of like lunare unless editor partygives notice of its clacdOft to not rcncw the tern at least thirty (30) days prior to the expiration of fibs+ thea -cur remlearn, 7.02, Tormination for Material Breach. Either parry may, at its option, terminate this Agreement in the event of a material travel, of this Agreement by the other party. Any such maninat'ion may be affected only through a written notice to the other party, specifically identifying the breach or broaches on which termination is based. Following receipt of such notice, the party in breach shall have twenty ere (21) days to cure such breach or brunches, and (his Agreanted shall Terminate in the event (Tell such area is ))at made by tine end of such period; provided, however, Bentley start have the right to tionimamthis Agreement hninediately if Subscriber breuchee any of its obligahbns under Suction 3 ofthis .Exhibit B The failure of Subscriber to pay an outstanding invoice of Bentley shell always constitute a material breach of this Agreement. 7.03. Insolvency, If, under applicable insolvency laws, Subscriber beoames uunble to pay its debts on becomes insolvent or bankrupt or makes atranecments with its comfitots, or allrorwise goes into liquidation, administration or receivership, tire,, ,Buiuhry shall have the right terminate this Agreement tmniededely'by wi hour notice. 7.04: Consequences of Termination. f1pon the termination of this Agreement for. any reason, all of the rghts and licenses granted (a Subscriber in this ereemem Shall terminate immadiately. With .respect to any perpetually hecused Products, (he terms and conditions. set Forth in the license ag Qsment deliveredwith such Products and the Definition ofUsethall govern Subscriber's use of such Products. Subscriber shall immediately discontinue all of SELECT Online. 7.65 Reinstatement Following Termination Following a termination of the SELECT Program, Subscriber may remstntesuch services only if Bentley consents to such ounstateinent mud Subscriber pays to Bentley, in advance, a SELECT reinstatement in, in an amount to he determined in Bentley's role discretion, such omomt not to exceed the amount of all fees that world have accrued laid been payable, axe it my discounts, for the period between the data of termination and thedote of reinstatement. Page 9 of 12