Software License Agreement - Intergraph Corp. and Bentley Systems Inc.
INDEX TO SOFTWARE LICENSE AGREEMENT
BETWEEN INTERGRAPH CORPORATION
AND BENTLEY SYSTEMS, INC.
SECTION NAME PAGE NO.
1. DEFINITIONS.
1.1 Documentation 1
1.2 Effective Date 1
1.3 End User 2
1.4 End User License 2
1.5 Intergraph Hardware 2
1.6 Intergraph List Price 2
1.7 Intergraph Software 2
1.8 Internal CPU 2
1.9 Licensed Program(s) 2
1.10 Proprietary Material Licensee 2
1.11 Proprietary Material of Licensor 2
1.12 Maintenance Fees 2
1.13 Person 3
1.14 Software or Code 3
1.15 Standard License Agreement 3
2. OWNERSHIP OF LICENSED PROGRAMS 3
3. TRADEMARK AND COPYRIGHT 3
4. LICENSE
4.1 Scope 3
4.2 Internal Use 4
4.3 Sales Demonstration Use 4
4.4 Marketing Rights 4
4.5 Affiliates 4
4.6 Non-Exclusive Rights 4
5. LICENSE FEES
5.1 Amount 4
5.2 List Price 5
5.3 Transfer of Licensed Programs 5
5.4 Returned Licensed Programs 5
5.5 Taxes 5
5.6 No Right of Set-off 5
6. MAINTENANCE
6.1 Maintenance, Support and Corrections 5
6.2 Manuals 6
6.3 Enhancements, Modifications & Improvements 6
6.4 Maintenance and Support of Existing Licenses 6
7. MAINTENANCE FEES
7.1 Fee Schedule 7
7.2 Calculation of Maintenance 7
8. RECORD KEEPING
8.1 Records 7
8.2 Report for License Fees 8
8.3 Report for Maintenance Fees 8
8.4 Audit 8
9. COVENANTS
9.1 Functionally Equivalent Software 8
9.2 Operating System 8
9.3 Compatibility 8
9.4 Purchaser of Workstation Products 8
9.5 Distributor Agreements 8
9.6 Marketing 8
9.7 Development 8
10. CONFIDENTIALITY
10.1 General Obligations 9
10.2 Specific Protection 10
10.3 Exceptions 10
10.4 Licensee Development of Competitive Products 11
10.5 Contract Provisions 11
10.6 Source Code 11
SOFTWARE LICENSE AGREEMENT
FOR
MICROSTATION
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made this
17th day of April, 1987, by and between INTERGRAPH CORPORATION, a
Delaware corporation, with a principal place of business located
at One Madison Industrial Park, Huntsville, Alabama 35807,
("Licensee"), and BENTLEY SYSTEMS, INC., a Delaware corporation
with a principal place of business located at 180 Gordon Drive,
Lionville, Pennsylvania 19353 ("Licensor").
W I T N E S S E T H :
WHEREAS, Licensee is engaged in the manufacturing, selling
and maintaining of hardware, software, computers and computer
systems for the computer industry, including computer aided
drafting, computer aided manufacturing and computer aided
engineering (CAD/CAM/CAE) ; and
WHEREAS, Licensor is engaged in the development and
distribution of software which does 2-D/3-D drafting and design;
and
WHEREAS, Licensee and Licensor and the stockholders of
Licensor have entered into a Stock Purchase Agreement dated the
date hereof; and
WHEREAS, Licensee desires to license certain software of
Licensor pursuant to the terms and conditions set forth herein
below;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties agree as follows:
1. DEFINITIONS:
1.1 "Documentation" shall mean all written material
created by Licensor and furnished to Licensee for the purpose of
assisting Licensee in its use, distribution and/or maintenance of
the Licensed Programs, including any design documentation, user
documentation, and program documentation.
1.2 "Effective Date" shall mean the date on which this
Agreement is executed.
1.3 "End User" shall mean a Person who has entered into
an End User License with Licensee.
1.4 "End User License" shall mean a written agreement
with an End User, to use the Licensed Programs, but shall not
include any distribution or marketing arrangements relating to the
Licensed Programs.
1.5 "Intergraph Hardware" shall mean central processing
units (CPU's) marketed as a Licensee date processing system,
terminal, or workstation used in a Licensee computer system,
distributed network and/or standalone node.
1.6 "Intergraph List Price" or "Price List" shall mean
the price of the Licensed Program(s) as set forth from time to
time in Licensee's standard price listing for the United States,
and mutually agreed upon discounts.
1.7 "Intergraph Software" shall mean all software
programs proprietary to Licensee or licensed by Licensee, other
than the Licensed Programs.
1.8 "Internal CPU" shall mean any Licensee Hardware
designated as an internal Licensee system.
1.9 "Licensed Programs" shall mean the MICROSTATION
software developed by Licensor and licensed to Licensee under this
Agreement, including all modifications and enhancements thereof by
Licensor from time to time. A description of the Licensed
Programs is attached as Schedule A to this Agreement.
1.10 "Proprietary Material" of Licensee shall mean the
data proprietary to Licensee (or its licensors) that is received
by Licensor in connection with this Agreement and is identified in
writing as proprietary.
1.11 "Proprietary Material" of Licensor shall mean the
Licensed Programs and related Documentation, and all other data
proprietary to Licensor (or its licensors) that is received by
Licensee from Licensor in connection with this Agreement and is
identified in writing by Licensor as proprietary.
1.12 "Maintenance Fees" shall mean the price of
maintenance, updates and enhancements as set forth from time to
time in Licensee's Standard Price Listing for the United States,
which End Users are charged for receiving software maintenance.
1.13 "Person" shall mean a corporation, association,
joint venture, partnership, trust, business, individual or
government, political subdivision thereof, or governmental agency.
1.14 "Software" or "Code" shall mean the human-readable
or machine readable set of instructions that comprises a computer
program, together with any programming tools developed to maintain
or test the computer program or any component thereof.
1.15 "Standard License Agreement" shall mean Licensee's
standard form of License Agreement in substantially the form as
set forth in Schedule B to this Agreement, with such changes from
time to time as may be agreed to by Licensor.
2. OWNERSHIP OF LICENSED PROGRAMS
The Licensed Programs are owned by, and title shall
remain with, Licensor. Licensor represents, and Licensee
acknowledges, that the Licensed Programs are comprised of Licensor
trade secrets and proprietary information, whether or not any
portion thereof is or may be copyrighted or patented. Licensee
will not use, distribute, copy or sublicense the Licensed Programs
except as specifically permitted in Section 4 below.
3. TRADEMARK AND COPYRIGHT:
Licensee shall have the right to market the Licensed
Programs under any tradename it desires so long as Licensor is
identified as the proprietary owner of the Licensed Program.
Licensee shall place Licensor's copyright notice in human readable
form on the package of each copy of the Licensed Programs sold by
Licensee. Licensee shall have the right to reproduce, publish and
distribute copies of Documentation, including operating manuals,
to End Users.
4. LICENSE
Subject to the terms and conditions of this Agreement,
and of currently outstanding license agreements of Licensor with
E.I. DuPont and its subsidiaries for the Licensed Programs:
4.1 Scope -- Licensor hereby grants to Licensee an
exclusive world-wide license to use, market and/or sublicense the
Licensed Programs to End Users. Licensor itself shall be entitled
to unlimited internal use of the Licensed Programs.
4.2 Internal Use -- Licensor grants to Licensee an
exclusive, world-wide license to use the Licensed Programs on any
of its Internal CPU's, without a fee or reporting requirement, for
its own internal business use and not for commercial exploitation.
No party other than Licensee shall be permitted to use such
Licensed Programs. The Licensed Programs may be moved from one
internal CPU to another, without a license charge or reporting
requirement.
4.3 Sales Demonstration Use -- Licensor grants to
Licensee an exclusive world-wide license to use the Licensed
Programs, without fee, for demonstrations to prospective customers
without a reporting requirement, including the right to give
prospective customers copies of the Licensed Programs solely for
demonstration and testing purposes incident to prospective
licenses of the Licensed Programs.
4.4 Marketing Rights -- Licensor grants to Licensee the
exclusive world-wide rights to market and sublicense the Licensed
Programs to End Users.
4.5 Affiliates -- Licensee may grant a sublicense to
its subsidiaries, distributors and affiliates on a cost free
basis, and without a reporting requirement, for internal use as
defined in Section 4.2, and for demonstration and testing purposes
set forth in Section 4.3.
4.6 Non-Exclusive Rights -- Notwithstanding the
foregoing, this License and the rights granted in Section 4, shall
become non-exclusive if Licensee (a) develops and markets a
standalone software package compatible with the IGDS file formats
which are competitive with the Licensed Programs or (b) markets a
third-party standalone software package compatible with IGDS file
formats which are competitive with the Licensed Programs, except
products pursuant to agreements existing as of the date of this
Agreement.
5. LICENSE FEES
5.1 Amount -- Licensee shall pay Licensor fees for the
license granted hereunder as set forth herein. Licensee shall pay
Licensor on or before the thirtieth (30th) day following each
calendar quarter a license fee equal to thirty-five percent (35%)
of the Intergraph List Price for Licensed Programs shipped during
such quarter to End Users of the Licensed Programs. Licensee, if
required by an End User, may exchange copies of the Licensed
Programs for copies of similar software on a cost free basis,
provided however, that all related maintenance fees shall be paid
in full. If Licensee's payment due hereunder is more than ten
(10) days late, Licensee shall pay a penalty of one and one-half
(1 - 1/2%) percent per month on such late payment until and when
same is paid.
5.2 List Price -- The List Price and associated
discounts for the Licensed Programs shall be mutually agreed upon
from time to time between Licensor and Licensee.
5.3 Transfer of Licensed Programs -- License fees shall not be due
Licensor by the Licensee or End User for the transfer of the Licensed Programs
from one End User to another in conjunction with the transfer of
Licensee Hardware or Licensee Software between such End Users,
provided that the first End User does not retain any portion of
the Licensed Programs or similar software after such transfer and
that, prior to the transfer, the transferee End User has entered
into an End User License.
5.4 Returned Licensed Programs -- Refunds of license
fees by Licensee on account of Licensed programs returned by an
End User within six months of End User's original use thereof due
to End User dissatisfaction shall result in a credit to Licensee
against fees owed by Licensee to Licensor in an amount equal to
the fees on such refunded amount previously paid to Licensor under
Section 5.1.
5.5 Taxes -- The fees due Licensor pursuant to Sections
5 & 7, shall be net of local, state or federal, sales, user,
excise, personal property or other similar taxes (but not income
taxes) or duties actually paid by Licensee.
5.6 No Right of Set-off -- Licensee's obligations to
pay the fees under Sections 5 & 7 shall be absolute and not
subject to any right of set-off for claims which Licensee may have
against Licensor, including, without limitation, claims arising
under the Stock Purchase Agreement dated the date hereof, except
for claims arising pursuant to this Agreement.
6.0 MAINTENANCE
6.1 Maintenance, Support and Corrections -- Licensor
shall provide maintenance, support and corrections for the
Licensed Programs to Licensee. Licensee shall be responsible for
the first level of support to the End User. The first level of
support shall only consist of Licensee collecting calls from End
Users and, if unable to solve the problems on the telephone,
forwarding trouble reports to Licensor. Licensor shall be
responsible for the second level of support. This support shall
include (a) Licensor's best efforts to resolve trouble reports
forwarded to Licensor from Licensee; (b) unlimited telephone
consulting during normal business hours concerning the use of, and
problems with, the Licensed Programs; (c) a periodic status
report to Licensee summarizing all known problems with the
Licensed Programs and providing suggested work around options; (d)
providing one copy of each update or revision to the Licensed
Programs and related material, subsequent to the date of this
Agreement; (e) providing one copy of any new or updated manual
released for the Licensed Programs, or any new Documentation
produced by Licensor for the Licensed Programs. Licensor and
Licensee shall identify designated maintenance representatives to
be responsible for receiving and sending all documents, reports,
and telephone communications regarding the maintenance of the
Licensed Programs. Fees due pursuant to Section 5 shall be
contingent upon Licensor's ability to provide, and actually
providing, the maintenance, support and corrections. Maintenance
Fees charged by Licensee to End Users shall be such amounts as are
mutually acceptable to Licensor and Licensee.
6.2 Manuals -- Licensor shall provide to Licensee
detailed operation manuals for the Licensed Programs, including
updates, in both digital and printed form, detailing which
sections are new or have changes. Licensee shall be responsible
for editing, printing and distributing the manuals.
6.3 Enhancements, Modifications and Improvements --
Licensor shall provide to Licensee any enhancements, improvements
and modifications to the Licensed Programs that are made or
announced during the term of this Agreement or for the term of any
applicable maintenance agreement, whichever is longer. Licensee
agrees to forward such enhancements to End Users entitled to same
under Licensee's maintenance agreements in a reasonable time frame
consistent with other Intergraph Software. Licensee agrees to
distribute to End Users, at Licensor's request, literature
prepared by Licensor and reasonably acceptable to Licensee
pertaining to the Licensed Programs.
6.4 Maintenance and Support of Existing Licenses --
Licensee shall assume responsibility for maintenance and support
of existing licenses of the Licensed Programs to customers of
Licensor as of the Effective Date. Licensee shall not be
responsible for maintenance and support of the PC DOS version of
the Licensed Programs licensed to DuPont Corporation, and
subsidiaries thereof, and all fees payable with respect thereto
shall be paid directly to Licensor.
7. MAINTENANCE FEES
7.1 Fee Schedule -- During the term of this Agreement,
the Licensee shall pay Licensor a fee equal to twenty percent
(20%) of the Maintenance Fees as set forth below. If Licensee's
payment due hereunder is more than ten (10) days late, Licensee
shall pay a penalty of one and one-half (1 - 1/2%) percent per
month on such late payment until and when same is paid.
7.2 Calculation of Maintenance -- On or before January
31 following the end of each calendar year after this Agreement is
executed, Licensee shall pay to Licensor (20%) percent of the
Maintenance Fees for all maintenance contracts for the Licensed
Programs calculated as set forth below. These maintenance
contracts include:
a. all maintenance contracts in effect as of
January 1 of the current calendar
year annualized to December 31 of the current
calendar year; and
b. all maintenance contracts entered into on or
after January 2nd of the
previous calendar year prorated from the month
the maintenance contract was
entered to December of said year; and
c. less any applicable credits from maintenance
contracts previously reported and
subsequently cancelled prorated from the date
of cancellation to December of the
prior year.
8. RECORD KEEPING
8.1 Records -- Licensee shall maintain records of each
End User license granted or maintenance agreement executed by an
End User. These records shall include the site identification
number of the Licensee Hardware on which the Licensed Programs are
licensed. Licensor shall have the right to review these records,
at Licensee's facilities in Huntsville, Alabama, including the
identifications of End Users, provided, however, that Licensor
shall not disclose to any third party any information contained in
such records without the prior written consent of Licensee.
8.2 Report for License Fees -- Thirty (30) days after
the end of each quarterly period during which payments are due to
Licensor under Section 5 hereof, Licensee shall provide a
statement certified by an authorized representative of the
Licensee as to the fees due for the immediately preceding quarter
pursuant to Section 5. This report will set forth the number of
End User Licenses shipped by Licensee during the reporting period,
the number of End User Licenses cancelled by Licensee during the
reporting period and the amount of license fees payable for the
reporting period. The statement shall be accompanied by a payment
in full of the license fees due therein.
8.3 Report for Maintenance Fees -- On or before January
31 of each year after the end of each calendar year during which
payments are due to Licensor under Section 7 hereof, Licensee
shall provide a statement certified by a representative of the
Licensee setting forth the information required for calculation of
maintenance fees. The statement shall be accompanied by payment
in full of the maintenance fees due herein.
8.4 Audit -- Licensor shall have the right, through
Arthur Andersen & Co., or such other accredited auditing
representative acceptable to Licensee, to examine and audit, at
Licensor's expense, all records of Licensee that may contain
information bearing upon the amount of fees payable pursuant to
this Agreement. However, said auditing representative must agree
in writing at Licensee's request prior to the audit to maintain in
confidence and not disclose to any third party any proprietary
information obtained in the course of such audit. Notwithstanding
any other provision of this Agreement, the result of such audit
shall be final and dispositive and Licensee shall within thirty
(30) days after receiving the auditing report deliver to Licensor
payment of any fees found to be due. In the event it is
determined as a result of any audit that Licensee has underpaid
fees due during any particular reporting period in excess of ten
(10%) percent, Licensee shall reimburse Licensor for its entire
cost of the audit within thirty (30) days of receiving a written
request therefore.
9. COVENANTS
The parties below covenant as follows:
9.1 Functionally Equivalent Software -- Licensor shall
not develop, market and/or sell or assist any third person in the
development, marketing and/or selling of software which is
functionally equivalent to the Licensed Programs.
9.2 Operating System -- Licensor shall use its good
faith efforts to cause the Licensed Programs to function with the
then current UNIX operating system being delivered by Licensee and
the then current PC DOS operating system and/or MS DOS operating
system.
9.3 Compatibility -- Licensor shall use its good faith
efforts to maintain the functionality of the Licensed Programs
whereby it will be compatible with Licensee's then current
hardware and software systems; provided, that Licensee shall
cooperate with such efforts and provide Licensor with all relevant
data and access to Licensee's hardware and software systems
reasonably requested by Licensor.
9.4 Purchaser of Workstation Products -- Licensor shall
have the right to purchase, for product development and support
(as mutually agreed upon by Licensor and Licensee), Licensee
workstation products on the Licensee price list at the most
favored prices offered by Licensee to its customers and similarly
situated affiliates.
9.5 Distributor Agreements -- Licensor shall cancel
prior to or upon the Effective Date, all distributor agreements
for the Licensed Programs in accordance with the terms thereof;
provided that Licensor shall be entitled to enter into new
distributor or other marketing arrangements if the License becomes
non-exclusive under Section 4.6.
9.6 Marketing -- Licensee agrees to use good faith
efforts in promoting and sub-licensing the Licensed Programs in
substantially all worldwide markets in which Intergraph Hardware
and Intergraph Software are sold.
9.7 Development -- Licensor shall use its good faith
efforts to develop, enhance and support the Licensed Programs
consistent with Licensor's current practices.
10. CONFIDENTIALITY
10.1 General obligations -- Each party may disclose to
the other information concerning its Proprietary Material as may
be necessary to further the performance of this Agreement. Each
party agrees to treat the other's Proprietary Material in the
manner prescribed herein.
10.2 Specific Protection -- Licensee and Licensor shall
protect the other party's Proprietary Material as follows:
(a) Expect as specifically provided herein or otherwise
permitted by the other party in writing,
Licensee may disclose Proprietary Material of
Licensor, and Licensor may disclose
Proprietary Material of Licensee, only to those
employees and agents required to have
knowledge of same to perform their duties pursuant
to this Agreement. All Proprietary
Material shall be protected with the same degree of
care as each party protects its own
Proprietary Material, and in no case less than a
reasonable degree of care.
(b) Except as may be permitted under any subsequent
agreement entered into by the parties
or by this Agreement, upon the termination of this
Agreement for any reason, each party
shall return to the other, or if so requested,
destroy all Proprietary Material in the
other's possession or control.
(c) Licensee shall only sub-license (or otherwise
permit a third party to use) the Licensed
Programs pursuant to a Standard License Agreement
with Licensee. Licensor shall have
reasonable access to such agreements in accordance
with Section 8 of this Agreement. If
a breach of any such Standard License Agreement
occurs, Licensee shall use its best
efforts to take corrective action to remedy the
breach and shall, in addition, notify
Licensor of the breach and the corrective action
taken. Licensee shall take all reasonable
steps to protect Licensor's proprietary rights to,
and the confidentiality of, the Licensed
Programs.
10.3 Exceptions -- The foregoing obligations of
confidentiality shall not apply with respect to either party's
Proprietary Material to the extent that such material:
(a) Is within or later falls within the public domain
through no fault of the party receiving the
Proprietary Material; or
(b) Is, or becomes, available to the receiving party
from third parties who in making such
disclosure have breached no written confidentiality
agreement; or
(c) Is previously known by either party; or
(d) Is independently developed by either party.
10.4 Licensee Development of Competitive Products --
Licensee is a software developer with a large number of Licensee
Software products that it markets to the computer industry. This
agreement does not preclude Licensee from developing additional
proprietary software, or entering into arrangements with third-
parties for third-party software, that may become competitive with
the Licensed Programs. Licensor acknowledges and agrees that
development of competing software is not in violation of this
Agreement provided that the confidential and proprietary
provisions of this Agreement are not violated and no Proprietary
Materials or confidential materials disclosed to Licensee may be
used by Licensee in the development of computer software that may
be competitive with Licensed Programs. The foregoing is subject
to and is not intended to modify Section 4.6.
10.5 Contract Provisions -- Except as otherwise provided
herein, the provisions of this Agreement shall not be disclosed by
either party without the prior written approval of the other
party.
10.6 Source Code -- For the term of this Agreement and
so long as End Users have license agreements with Licensee to use
the Licensed Programs, Licensor shall provide to Licensee an
encrypted copy of the Source Code of the Licensed Programs, which
shall be updated on a semi-annual basis, and can be decrypted by
the Decrypting Program escrowed pursuant to the Escrow Agreement
attached hereto as Schedule "C".
11. LICENSOR'S WARRANTIES AND LIMITATIONS
11.1 Availability -- Licensor represents and warrants to
Licensee that it has full rights to disclose to Licensee the
Licensed Programs and Proprietary Material related thereto and to
enter into this Agreement.
11.2 Performance -- Licensor warrants to Licensee that
the Licensed Programs as and when delivered to Licensee, and for
one (1) year thereafter, will perform and function in accordance
with the then current specifications contained in the
Documentation.
11.3 Entire Warranty -- THE EXPRESS WARRANTIES CONTAINED
IN THIS SECTION ARE THE ONLY WARRANTIES GIVEN BY LICENSOR WITH
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NO OTHER
WARRANTIES, EXPRESSED OR IMPLIED, ARE MADE BY LICENSOR, INCLUDING
WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11.4 Limitation of Liability -- In no event will
Licensor be liable to Licensee for any profits, incidental,
special, exemplary, punitive, indirect or other consequential
damages, or for any claim against Licensee by any other person,
resulting from or arising out of the use of the Licensed Program
by Licensee or any End Users, or any other third party, or
resulting from or arising out of this Agreement, even if Licensor
knew or should have known of the possibility of such damages. In
no event will Licensor be liable to Licensee for any direct
damages in an amount exceeding the sum of all license fees paid by
Licensee to Licensor or applicable insurance limits (up to
insurance proceeds received), whichever is greater.
11.5 Infringement -- Licensor will defend, or at its
option, settle any and all claims asserted against Licensee to the
extent such claims are based upon an assertion that the Licensed
Programs infringe a United States copyright, patent, trade secret
or other proprietary right of a third party, and Licensor will
indemnify and hold Licensee harmless against any cost, damages, or
attorney's fees incurred by Licensee as a result of such claim,
provided that Licensee notifies Licensor of such claim. Licensor
may, at its option and expense, procure for Licensee the right to
continue using the Licensed Programs, or replace or modify same to
make them non-infringing in a manner which does not impair the
usefulness of the Licensed Programs to Licensee for its intended
purpose. Licensor shall have no liability to Licensee under any
provision of this Agreement with respect to any claim of
infringement which is based upon Licensee's unauthorized use or
combination of the Licensed Programs with software which is not
designated as a technical prerequisite (e.g. operating system
software) for the Licensed Programs, or which is not supplied, or
otherwise approved for such use, by Licensor.
12. TERM OF AGREEMENT
12.1 Duration -- Unless terminated as provided in
Section 13, this Agreement shall remain in force for a period of
one (1) year (the "initial term") from the effective date hereof
and, at the end of the initial term, this Agreement shall
automatically renew for successive annual terms.
13. TERMINATION
13.1 Non-Renewal -- Licensee shall have the right to
terminate this Agreement as of the end of the initial term or any
renewal term upon sixty (60) days written notice prior to the
expiration of the then current term.
13.2 Mutual Consent -- This Agreement may be terminated
at any time by written agreement executed by both parties.
13.3 Cause -- If either party shall be in material
breach of its obligations hereinunder and shall have failed or
been unable to remedy such breach within thirty (30) days after
receipt of written notice from the other party specifying such
breach, said other party may terminate this Agreement by giving
written notice of termination, effective upon the date of its
sending. In the case of breach by Licensor or Licensee under
Section 10 which is caused by an employee or agent of Licensor or
Licensee and which could not have been prevented by reasonable
care, neither Licensor or Licensee can terminate the License
Agreement.
13.4 Bankruptcy -- If a receiver is appointed over the
whole or party of the assets of either party, or if any petition
is filed by or against either party initiating any bankruptcy
reorganization proceeding or if either party makes an assignment
for the benefit of creditors, or if any order is made or
resolution is adopted for the dissolution of either party (unless
such order or resolution is part of a scheme of recapitalization,
merger or consolidation) then the other party may terminate this
Agreement by written notice thereof, effective upon the date of
its sending.
13.5 Effect of Termination by Licensee -- In the event
termination is properly effected by Licensee pursuant to Sections
13.3 or 13.4, then the rights to license and sub-license the
Licensed Programs pursuant to Section 4 shall continue in effect
to allow Licensee to sub-license the Licensed Programs to the End
Users and to provide maintenance services to the End Users. In
addition, Licensee shall have a perpeptual paid up license to use,
market, and sub-license the Licensed Programs. In the event of
termination by Licensee pursuant to Sections 13.3 or 13.4, the
Decrypting Program shall be released automatically from Escrow to
the Licensee, as set forth in the Escrow Agreement attached hereto
as Schedule "C".
13.6 Effect of Other Termination of Agreement -- In the
event that this Agreement is terminated pursuant to Sections 13.1
or 13.2, or terminated by Licensor pursuant to Sections 13.3 or
13.4, Licensee shall return to Licensor all Licensor Proprietary
Material and Documents. If Licensor terminates this Agreement
pursuant to Sections 13.2, 13.3 and/or 13.4, or if this Agreement
terminates pursuant to Section 13.1, the Licensee shall have the
right, at Licensor's option, to (a) purchase maintenance as
defined in Section 6 at reasonable and competitive prices, or (b)
be granted access to Licensor's source code, plus applicable
Documentation, on a cost free basis for the sole purpose of
providing support and maintenance.
13.7 Survival of Provisions -- Regardless of the basis
for termination under this Agreement, Sections 10 and 14 shall
survive. End Users of Licensee as of the effective date of the
expiration or termination of this Agreement shall have the right
to continue to use the Licensed Programs after such expiration or
termination.
14. GENERAL PROVISIONS
14.1 Assignment -- This Agreement and the rights granted
hereunder shall inure to the benefit of the parties and shall not
be assignable by either party without the written consent of the
other. For the purposes of this Section 14.1, the acquisition by
any person or entity, or any group of related persons or entities,
of a majority of the outstanding voting stock of Licensee shall
constitute an assignment by Licensee.
14.2 No Agency Relationship -- Licensor and Licensee
shall for all purposes hereunder be independent contractors.
Under no circumstances shall either party be deemed an employee,
agent or representative of the other party, and neither party
shall have authority to incur any obligations or make any
representations, warranties or guarantees on behalf of the other
party. Licensee shall make all agreements with its customers or
End Users respecting the Licensed Products in its own name and for
its own account, except as provided otherwise herein.
14.3 Notices -- All written notices to be given in
connection with this Agreement shall be sufficient if sent by
certified or registered mail, return receipt requested with
postage prepaid, addressed to the party entitled or required to
receive such notice at the addresses specified hereinbelow, or at
such other address hereafter made known to the other party.
If to Licensee: If to Licensor:
James W. Meadlock Keith A. Bentley
President President
Intergraph Corporation Bentley Systems, Inc.
One Madison Industrial Park 180 Gordon Drive
Huntsville, Alabama 35807 Lionville, PA 19353
With Copy to: With Copy to:
Timothy B. Crowson David Nation, Esquire
Executive Corporate Counsel Drinker, Biddle & Reath
Intergraph Corporation 1100 Philadelphia National
One Madison Industrial Park Bank Building
Huntsville, Alabama 35807 Philadelphia, PA 19107
14.4 Severability -- In the event that one or more of
the provisions contained in this Agreement shall for any reason be
held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any
other provisions contained in this Agreement, and such other
provisions shall be given effect in accordance with the manifest
intent hereof. If any provision contained in this Agreement shall
for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it then shall appear.
14.5 Integration -- This Agreement sets forth the entire
agreement and understanding between the parties as to the subject
matter hereof and supersedes and merges all prior oral and written
agreements discussions and understandings between them, and
neither of the parties shall be bound by any conditions,
inducements or representations with respect to the subject matter
of this Agreement other than as expressly provided for herein or
as fully set forth on or subsequent to the date hereof in writing
and signed by a proper and duly authorized representative of the
party to be bound thereby. No waiver, alteration, modification or
cancellation of any of the provisions of this Agreement shall be
binding unless made in writing and signed by the party to be
bound.
14.6 Remedies -- No remedy referred to in this Agreement
is intended to be exclusive, but each shall be cumulative and in
addition to any other remedy referred to herein or otherwise
available at law or in equity. The failure of either party at any
time or times to require performance of any provision hereof shall
in no manner affect the right, at a later time, to enforce such
provision.
14.7 Announcements -- Use of each party's name by the
other party in any announcements concerning this Agreement, or for
promotional or advertising purposes, shall require the Licensee's
prior written approval. Each party may make announcements
concerning this Agreement after due consideration from the other
party.
14.8 Force Majeure -- Neither party shall be in default
of its obligations hereunder to the extent that its performance is
delayed or prevented by causes beyond its reasonable control,
including but not limited to acts of God, civil disorders, acts of
any civil or military authority, judicial action, and strikes or
other labor disturbances.
14.9 Section Headings -- Section headings are for
purposes of convenience only and are not intended to affect the
meaning or interpretation of this Agreement.
14.10 Responsibility for Negligent Acts -- Each
party shall be solely responsible for the negligent actions or
omissions of its employees or subcontractors and shall indemnify
and hold harmless the other from any and all damages relating to
death, personal injury or physical damage to property arising out
of the performance of the work and services specified herein.
14.11 Governing Law -- This Agreement shall be
governed by and interpreted in accordance with the substantive law
of the State of Alabama.
14.12 Counterparts -- This Agreement may be signed
in counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute but one and the
same instrument.
14.13 Arbitration -- Any dispute arising under this
agreement shall be settled by binding arbitration before three (3)
arbitrators. Each party shall choose one arbitrator and the two
arbitrators shall choose a third arbitrator. The arbitration
shall be conducted in accordance with the then current rules of
the American Arbitration Association. Notwithstanding any other
provision herein, the then current Federal Rules of Civil
Procedure and Evidence shall govern the obtaining and introduction
of evidence pursuant to the arbitration. The arbitration shall be
conducted in Huntsville, Alabama. The decision of the arbitrators
shall be final and binding with respect to the dispute(s) subject
to the arbitration and shall be enforceable in any place subject
to a court of competent jurisdiction. Each party shall bear its
own expenses and costs incurred in such arbitration except as
otherwise provided in this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of the date and
year first above written.
BENTLEY SYSTEMS, INC. INTERGRAPH CORPORATION
By: \s\ Keith A. Bentley By: \s\ N. B. Meadlock
Its: President Its: Executive Vice President
Attest: \S\ Barry Bentley Attest:
Its: Secretary Its: Asst. Secretary
The Undersigned, BENTLEY SYSTEMS, INC., a California
Corporation, with a principal place of business located at 180
Gordon Drive, Lionville, Pennsylvania, agrees to be bound by and
subject to the terms and provisions of this Agreement until that
certain merger of Bentley Systems, Inc. (including all assets
thereof), the California Corporation, into Bentley Systems, Inc.,
the Delaware corporation, is fully completed.
BENTLEY SYSTEMS, INC.
(the California corporation)
By: \s\ Keith A. Bentley
Its: President
Attest: \S\ Barry Bentley
Its: Secretary
SCHEDULE A: MICROSTATION SOFTWARE DESCRIPTION
MicroStation is a standalone 2D/3D computer aided drafting package
that runs on IBM Personal Computers (or compatible computers from
other manufacturers) and on Intergraph InterPro 32 and InterAct 32
workstations. MicroStation operates on design files compatible
with Intergraph IGDS file format. These files may be transferred
back and forth to VAX based Intergraph systems without
translation.
MicroStation provides viewing, drawing, plotting capabilities, and
supports reference files, tablet menus, User Commands, cell
creation and placement and a number of other advanced features.
MicroStation supports either one physical display screen with two
logical screens (hardware permitting) or two physical display
screens. Either or both screen can be quadranted to allow up to
eight simultaneous views of the drawing. MicroStation runs under
the MS-DOS operating system (Version 3.0 or later) on IBM Personal
computers and compatibles, and under the Unix System V with
Intergraph extensions on the InterPro 32 and InterAct 32
workstations. Specific commands, features, and hardware
requirements of MicroStation are detailed in the MicroStation
Users Guide.
A library of functions is also available to allow users to
customize MicroStation to their applications. These functions
provide element creation, manipulation, and interfacing
capabilities to programmers to create extensions to MicroStation.
SCHEDULE B
Software License Agreement
Agreement #________________
Intergraph Corporation, herein after referred to as "Intergraph",
agrees to grant hereby and___________________ hereinafter referred
to as "CUSTOMER", agrees to accept a nontransferable and
nonexclusive license to use each Software Package provided by
Intergraph under the following terms and conditions:
1. Term of License
The Software Package(s) shall be licensed under this
Agreement effective from the date of delivery and shall remain in
force until CUSTOMER discontinues the use of such Software
Package(s) and returns the Software package(s) to Intergraph or
this Agreement is otherwise terminated as provided herein.
2. License Coverage
CUSTOMER shall have the right to use each software package or
any portion thereof on the single system (CPU) or device for which
it was acquired, or a backup system or device, and for no other
purpose.
3. Security
CUSTOMER agrees that he and his employees will not make
available the software or portions thereof to any persons other
than CUSTOMER or Intergraph employees or other persons engaged in
using the system or device for which the software was acquired
without prior written approval of Intergraph.
4. Title
Title and ownership of the software shall at all times remain
with Intergraph or relevant third parties.
5. Warranty
Intergraph represents and warrants that it is the owner of
the licensed software or if not, has the right to grant a
sublicense to such software. This express warranty of title or
right is in lieu of all other representations and warranties,
expressed and/or implied, including but not limited to, the
implied warranties of merchantability and fitness for a particular
purpose.
6. Termination
In the event the CUSTOMER neglects or fails (i) to pay the
appropriate license fee(s), or (ii) to adhere to any of its
obligations hereunder, this License Agreement shall immediately
terminate and the software licensed hereunder will be returned to
Intergraph within 10 days.
In the event of any proceeding, voluntary or involuntary, in
bankruptcy or insolvency by or against CUSTOMER, or in the event
of the appointment, with or without the CUSTOMER's consent, of an
assignee for the benefit of creditors, or of a receiver,
Intergraph may elect to cancel any unfilled part of this
Agreement.
7. Assignment
This License Agreement, the license(s) granted hereunder, and
the software may not be assigned, without prior written consent of
Intergraph.
8. Agreement Limitation
a. It is understood and agreed that this Agreement contains
the entire and only understanding between the parties relating to
subject matter hereof and that any representation, promise, or
condition not contained herein shall not be binding on either
party.
b. The provisions of the Agreement shall control and have
precedence over the terms of any purchase order from CUSTOMER with
respect to licensed programs. Receipt by CUSTOMER of any licensed
program, updated program , or optional materials, such as source
tapes or listings from Intergraph, shall be deemed conclusive
evidence of CUSTOMER's agreement that the license for such
licensed program or optional materials is governed by this
Agreement.
c. If any of the provisions of the Agreement are invalid
under any applicable statute or rule of law, such provisions are,
to that extent, deemed omitted, this Agreement shall remain
otherwise in effect.
d. This Agreement shall be governed by the laws of___________________.
_______________________________________for
Intergraph Corporation
Customer
By: ___________________________ By:______________________________
Title___________________________ Title____________________________
Date____________________________ Date_____________________________
SCHEDULE "C"
--------------------
ESCROW AGREEMENT
-----------------------
Escrow Agent mutually acceptable to the parties.
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER ONE
This Amendment is entered into this 11th day of May, 1988, by and
between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987; and
WHEREAS Licensor wishes to avail itself of the Licensee's recently
established distribution network for distribution (DOS version) of
the Licensed Programs.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The following clauses shall be added to the Agreement as
Sections 1.16, 1.17 and 1.18:
1.16 The term "Customer Support Libraries" (CSL) shall mean a
library of object modules that allows an application program to
utilize the Licensed Program functionality. For the purposes of
ownership, title and copyright and trademark protection, the
Customer Support Libraries shall be considered as part of the
Licensed Programs.
1.17 The term "CSL License Agreement" shall mean Licensee's
standard License Agreement for the CSL product and shall be in
substantially the form as set forth in Exhibit D to this
Agreement, with such changes from time to time as may be agreed to
by Licensor.
1.18 The term "Authorized Training Centers" shall mean
organizations authorized to provide training for the DOS version
of the Licensed Programs.
2. Section 4.1 shall be amended to read as follows:
4.1 Scope-Licensor hereby grants to Licensee an exclusive
world-wide license to use, market and/or sublicense the DOS and
UNIX versions of the Licensed Programs and the UNIX version of the
Customer Support Libraries. Licensee shall be entitled to
distribute the products through its subsidiaries and distributors
and this shall include software dealer networks and value added
resellers (hardware).
3. Section 4.4 shall be amended to read as follows:
4.4 Marketing Rights-Licensor grants to Licensee the
exclusive world-wide rights to market and sub-license the DOS and
UNIX versions of the Licensed Programs and the UNIX version of the
Customer Support Libraries.
4. The following clause shall be added as Section 4.7:
4.7 Authorized Training Centers -- Licensee shall be allowed
to set up Authorized Training Centers and the purpose of these
shall be to provide training on the DOS version of the Licensed
Programs. The Authorized Training Centers shall be located in the
major metropolitan areas. Licensor and Licensee shall agree on
the criteria to be used in selecting organizations to act as
Authorized Training Centers. For the copies of the Licensed
Programs that are to be provided to the Authorized Training
Centers, Licensee shall not be required to pay royalty fees.
5. Section 5.1 shall be amended to read as follows:
5.1 Amount-Licensee shall pay Licensor fees for the license
granted hereunder as set forth herein. Licensee shall pay
Licensor a per-copy license fee as follows:
MicroStation-UNIX and DOS Operating Systems
First 1000 licenses sold/quarter $600/license
1001-2000 licenses sold/quarter $560/license
2001 plus licenses sold/quarter $490/license
Customer Support Libraries-UNIX Operating System
$350 per copy regardless of volume
If Licensee's payment due hereunder is more than ten (10) days
late, Licensee shall pay a penalty of one and one-half (1-1/2%)
percent per month on such late payment until and when same is
paid.
For software developers that are developing application programs
that run on top of the Licensed Programs, Licensee shall have the
right to grant a royalty free right to use the Licensed Programs
and Customer Support Libraries (UNIX version only). Licensee
shall use its best discretion in the allocation of the royalty-
free licenses.
The license fees shall be due within 30 days after the end of each
calendar quarter in which the products were shipped. Licensee, if
required by an End User, may exchange copies of the Licensed
Programs for copies of similar software on a cost free basis.
6. The following paragraph shall be added to Section 5.3:
License fees shall not be due Licensor by the Licensee or the
End User for the upgrading of a Licensed Program from the UNIX
32032 version to the UNIX CLIPPER version. The aforementioned
statement shall be valid only if the 32032 machine is physically
upgraded from a 32032 based workstation to a CLIPPER based
workstation or if an End User disposes of the 32032 based
workstation and purchases a CLIPPER based workstation. This
upgrade offer is not valid if the End User wants to move from
workstation to workstation within its existing inventory.
7. The following sentence shall be added to Section 6.2:
To further Licensee's marketing and sales efforts, Licensee shall
be allowed to translate all Licensor provided Documentation, as
well as any sales and marketing literature, into foreign languages
and if requested, shall provide copies of translated materials to
Licensor.
8. The following paragraph shall be added to Section 6.4:
As part of Licensee's maintenance and support of the Licensed
Programs, Licensor shall allow Licensee to translate Licensed
Programs and Customer Support Libraries prompts, messages and etc.
into foreign languages. Licensee shall do such translations on a
demand basis and shall periodically notify Licensor of the
available foreign languages. Licensor shall have the right to
request copies of the foreign language versions.
9. Sections 7.1 and 7.2 shall be amended to read as follows:
7.1 The UNIX versions of the Licensed Programs and the
Customer Support Libraries shall be supported and maintained by
Licensee. All maintenance revenues derived from the UNIX version
of the Licensed Programs shall go to Licensee and Licensee shall
be free to set the maintenance rates for said product.
7.2 Product updates for the DOS version of the Licensed
Programs shall be made available to End Users on an annual basis.
The price for the updates and the division of revenue shall be
negotiated by Licensor and Licensee at the time of each product
update. Licensor shall have the option of offering maintenance
contracts for the DOS version of the Licensed Programs and
Customer Support Libraries and all revenues derived from this
activity shall go to Licensor. On an as required basis, Licensee
shall have the option of quoting the aforementioned maintenance
contract to its DOS based customers and all revenues derived from
this activity shall go to the Licensor. The Licensor shall set
the prices to be charged for the DOS maintenance contracts.
10. Section 12.1 shall be amended to read as follows:
12.1 Duration -- Unless terminated as provided in Section 13,
this Agreement shall remain in force for a period of three (3)
years (the "initial term") from the effective date hereof and, at
the end of the initial term, this Agreement shall automatically
renew for successive annual terms.
11. Exhibit B shall be replaced by Licensee' current Software
License Agreement, a copy of which is attached hereto.
12. The parties are currently putting together an educational
policy and this shall include special incentives for educational
institutions to use the Licensed Programs. After the policy is
formulated and agreed upon by both parties, it shall be included
as Exhibit E herein.
All other terms of the April 17, 1987 Agreement remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
--------------------------- ---------------------------------
By: \s\ Milton H. Legg By: \s\ Keith A. Bentley
Name: Milton H. Legg Name: Keith A. Bentley
Title: Third Party Software Title: President
Date: May 9, 1988 Date: 5/11/88
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER TWO
This Amendment is entered into this 28th day of July, 1988, by and
between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988; and
WHEREAS Licensor wishes to receive additional revenue from the
increased royalties for MicroStation version 3.0.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
5. Section 5.1 shall be amended to read as follows:
5.1 Amount-Licensee shall pay Licensor fees for the license
granted hereunder as set forth herein. Licensee shall pay
Licensor a per-copy license fee as follows:
MicroStation-UNIX and DOS Operating Systems
(All versions up to 2.1.3)
First 1000 licenses sold/quarter $600/license
1001-2000 licenses sold/quarter $560/license
2001 plus licenses sold/quarter $490/license
MicroStation-UNIX and DOS Operating Systems
(Version 3.0 and higher)
First 1000 licenses sold/quarter $660/license
1001-2000 licenses sold/quarter $616/license
2001 plus licenses sold/quarter $539/license
For volume calculation purposes, all versions licensed during the
same quarter shall be considered as one product and payments shall
be made based on quantities of each version licensed.
Licensee agrees to provide PC versions of the packaged Licensed
Programs to Licensor at its current cost of packaging. The copies
provided under this provision are to be used for Licensor's ISD
program, members of Licensors Comprehensive Support Program, loans
to technology journal editors and loans to industry analysts. The
cost only versions (PC) are not to be sold by Licensor.
7. Section 6.2 shall be amended to read as follows:
6.2 Manuals-Licensor shall provide to Licensee detailed operating
manuals for the Licensed Programs, including updates, in both
digital and printed form, detailing which sections are new or have
changes. Licensee shall be responsible for editing, printing and
distributing the manuals. Licensor and Licensee may from time to
time decide to have the manuals translated into certain foreign
languages. To cover the expense of translation, Licensee shall
pay 60% of the expense and Licensor shall pay 40% of the expense.
Licensor and Licensee must agree in writing on the manuals to be
translated and the specific languages required.
All other terms of the April 17, 1987 Agreement and as Amended May
11, 1988 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
-------------------------- --------------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: July 22, 1988 DATE: 7/28/88
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER THREE
This Amendment is entered into this 30th day of August, 1988, by
and between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988 and July 28, 1988; and
WHEREAS Licensor and Licensee agree that it would be beneficial to
provide non-U.S. dealers with royalty-free demonstration copies of
the Licensed Programs (PC version).
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The following clause shall be added to Section 4.3:
Licensor agrees that each Licensee subsidiary/distributor may
provide royalty-free demonstration copies of the Licensed Programs
(PC version) to their dealers, up to a maximum of two copies per
dealer office, contingent upon such copies being either purchased
or returned at the termination of the applicable dealer agreement.
Licensee will provide Licensor on a quarterly basis an accounting
of the number of such copies provided to each participating
subsidiary/distributor. Each such subsidiary/distributor shall be
responsible for providing Licensor a quarterly report listing
each active dealer, the number of royalty-free demonstration
copies provided to each dealer, and such other dealer information
as may reasonably be requested by Licensor. Licensee agrees, upon
notice from Licensor, to promptly invoice for and remit the
appropriate royalty for any demonstration copies not properly
accounted for in the subsidiary/distributor reports, whether due
to terminated dealer agreements or failure to make timely reports.
All other terms of the April 17, 1987 Agreement and as Amended May
11, 1988 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
-------------------------- -----------------------------
BY: \s\ Milton H. Legg BY: /s/ Scott Bentley
NAME: Milton H. Legg NAME: Scott Bentley
TITLE: Third Party Software TITLE: Vice President
DATE: August 28, 1988 DATE: 8/30/88
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER FOUR
This Amendment is entered into this 4th day of August, 1989, by
and between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988, July 28, 1988 and August 30, 1988, and
WHEREAS Licensor has developed a Mac operating system version of
MicroStation and the parties wish to include this product in the
definition of the Licensed Programs.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Section 1.18 shall be amended to read as follows:
1.18 The term "Authorized Training Centers" shall mean
organizations authorized to provide training for the DOS and Mac
O/S versions of the Licensed Programs.
2. Section 4.1 shall be amended to read as follows:
4.1 Scope-Licensor hereby grants to Licensee an exclusive
world-wide license to use, market and/or sublicense the DOS, UNIX
and Mac O/S versions of the Licensed Programs and the UNIX version
of the Customer Support Libraries. Licensee shall be entitled to
distribute the Licensed Programs and Customer Support Libraries
through its subsidiaries and distributors and this shall include
software dealer networks and value added resellers (hardware).
3. The second paragraph of Section 4.3 shall be amended to read
as follows:
Licensor agrees that each Licensee subsidiary/distributor may
provide royalty-free demonstration copies of the Licensed Programs
(DOS and Mac O/S versions) to their dealers, up to a maximum of
two copies of each version per dealer office, contingent upon such
copies being either purchased or returned at the termination of
the applicable dealer agreement. Licensee will provide Licensor
on a quarterly basis an accounting of the number of such copies
provided to each subsidiary/distributor. Each such
subsidiary/distributor shall be responsible for providing Licensor
a quarterly report listing each active dealer, the number of
royalty-free demonstration copies provided to each dealer, and
such other dealer information as may be reasonably requested by
Licensor. Licensee agrees, upon notice from Licensor, to promptly
invoice for and remit the appropriate royalty for any
demonstration copies not properly accounted for in the
subsidiary/distributor reports, whether due to terminated dealer
agreements or failure to make timely reports.
4. Section 4.4 shall be amended to read as follows:
4.4 Marketing Rights-Licensor grants to Licensee the
exclusive world-wide rights to market and sub-license the DOS, Mac
O/S and UNIX versions of the Licensed Programs and the UNIX
version of the Customer Support Libraries.
5. Section 4.7 shall be amended to read as follows:
4.7 Authorized Training Centers-Licensee shall be allowed to
set up Authorized Training Centers and the purpose of these shall
be to provide training on the DOS and Mac O/S versions of the
Licensed Programs. The Authorized Training Centers shall be
located in the major metropolitan areas. Licensor and Licensee
shall agree on the criteria used in selecting organizations to act
as Authorized Training Centers. For the Licensed Programs copies
that are to be provided to the Authorized Training Centers,
Licensee shall not be required to pay royalty fees.
6. Section 5.1 shall be amended to read as follows:
5.1 Amount- Licensee shall pay Licensor fees for the license
granted hereunder as set forth herein. Licensee shall pay
Licensor a per-copy license fee as follows:
MicroStation-UNIX, DOS and Mac O/S Operating Systems
(All versions up to 2.1.3)
First 1000 licenses sold/quarter $600/license
1001-2000 licenses sold/quarter $560/license
2001 plus licenses sold/quarter $490/license
MicroStation-UNIX, DOS and Mac O/S Operating Systems
(Version 3.0 and higher)
First 1000 licenses sold/quarter $660/license
1001-2000 licenses sold/quarter $616/license
2001 plus licenses sold/quarter $539/license
Customer Support Libraries-UNIX Operating System
$350 per copy regardless of volume
For volume calculation purposes, all versions licensed during the
same quarter shall be considered as one product and royalty
payments shall be made based on quantities of each version
licensed.
If Licensee's payment due hereunder is more than ten (10) days
late, Licensee shall pay a penalty of one and one-half (1 1/2%)
percent per month on such late payment until and when same is
paid.
For software developers that are developing application programs
that run on top of the Licensed Programs, Licensee shall have the
right to grant a royalty-free right to use the Licensed Programs
and Customer Support Libraries (UNIX version only). Licensee
shall use its best efforts in the allocation of the royalty-free
licenses.
The license fees shall be due within thirty (30) days after the
end of each calendar quarter in which the Licensed Programs and
Customer Support Libraries were shipped. Licensee, if required by
an End User, may exchange copies of the Licensed Programs for
copies of similar software on a cost free basis.
Licensee agrees to provide DOS and Mac O/S versions of the
packaged Licensed Programs to Licensor at its current cost of
packaging. The copies provided under this provision are to used
for Licensor's ISD program, loans to technology journal editors,
loans to industry analysts and for Licensor's Comprehensive
Support Program. The cost only versions are not to be sold by
Licensor.
7. Section 7.2 shall be amended to read as follows:
7.2 Licensed Programs updates for the DOS and Mac O/S
versions shall be made available to End Users on an annual basis.
The price for the updates and the division of revenues shall be
negotiated by Licensor and Licensee at the time of each Licensed
Programs update. Licensor shall have the option of offering
maintenance contracts for the DOS and Mac O/S versions of the
Licensed Programs and the Customer Support Libraries and all
revenues derived from this activity shall go to Licensor. On an
as required basis, Licensee shall have the option of quoting the
aforementioned maintenance services to its DOS and Mac O/S based
End Users and all revenues derived from this activity shall go to
Licensee. Licensor shall set the prices to be charged for the DOS
and Mac O/S maintenance contracts.
8. The education policy to be agreed upon by the parties shall
be added as Exhibit E.
All other terms of the April 17, 1987 Agreement and as Amended May
11, 1988, July 28, 1988, and August 30, 1988 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
------------------------ -----------------------------------
BY: \s\ Milton H. Legg BY: /s/Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: July 31, 1989 DATE: Aug 4, 1989
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 5
This Amendment is entered into this 23rd day of May, 1990, by
and between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988, July 28, 1988, August 30, 1988 and August 4, 1989; and
WHEREAS Licensor has changed it legal address and is also in
the process of developing a new version of the Licensed Programs;
and
WHEREAS Licensor wishes to receive additional revenue from
the increased royalties for Licensed Programs version 4.0.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The legal address for Licensor shall be changed as follows:
Previous Address Current Address
Bentley Systems, Inc. Bentley Systems, Inc.
180 Gordon Drive 690 Pennsylvania Drive
Lionville, PA 19353 Exton, PA 19341
2. The following royalty table shall be added to Section 5.1:
MicroStation-UNIX, MAC and DOS Operating Systems
(Version 4.0 and higher)
First 1,000 licenses sold/quarter $689/license
1,001-2,000 licenses sold/quarter $643/license
2,001 plus licenses sold/quarter $563/license
All other terms and conditions of the April 17, 1987 Software
License Agreement and as amended May 11, 1988, July 28, 1988,
August 30, 1988 and August 4, 1989 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
----------------------------- -------------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: May 19, 1990 DATE: 5/23/90
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 6
This Amendment is entered into this 20th day of November,
1991, by and between Bentley Systems, Inc. (hereinafter referred
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988 August 4, 1989, and May 23, 1990; and
WHEREAS Licensor has developed an IGES Translator; and
WHEREAS Licensor and Licensee wish to add the IGES Translator
to the definition of Licensed Programs; and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of the IGES Translator.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The following shall be added to Section 5.1:
IGES Translator-UNIX, MAC, SunOS, and DOS Operating Systems
$259 Per Copy Distributed
For the IGES Translator portion of the Licensed Programs,
Licensee shall have the royalty-free right to supply the
product under the U.S. Navy CAD-2 program, and also to upgrade
existing IGES to/from IGDS translator (SG**613 and SW**033)
customers.
All other terms and conditions of the April 17, 1987 Software
License Agreement and as amended May 11, 1988, July 28, 1988,
August 30, 1988, August 4, 1989, and May 23, 1990 remain
unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
-------------------------------- --------------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: November 19, 1991 DATE: 11/20/91
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 7
This Amendment is entered into this 26th day of February,
1992, by and between Bentley Systems, Inc. (hereinafter referred
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988 August 4, 1989, May 23, 1990 and
November 20, 1991; and
WHEREAS Licensor has developed a Microstation Review and a
MicroStation Development Environment products; and
WHEREAS Licensor and Licensee wish to add the MicroStation
Review and MicroStation Development Environment products to the
definition of Licensed Programs; and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of the MicroStation Review and
MicroStation Development Environment products.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The following shall be added to Section 5.1:
MicroStation Review-All Relevant Operating Systems
$159 Per Copy Distributed
MicroStation Development Environment-All Relevant
Operating Systems
$530 Per Copy Distributed
All other terms and conditions of the April 17, 1987 Software
License Agreement and as amended May 11, 1988, July 28, 1988,
August 30, 1988, August 4, 1989, May 23, 1990, and November 20,
1991 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
--------------------------------- --------------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: February 24, 1992 DATE: 2/26/92
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 8
This amendment is entered into this 28th day of September,
1992, by and between Bentley Systems, Inc. (hereinafter referred
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988, August 4, 1989, May 23, 1990 and
November 20, 1991, February 26, 1992; and
WHEREAS Licensee and Licensor have agreed to enter into a
program ("Seed Program") for the mass distribution of MicroStation
into specific geographic locations; and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of the additional Licensed Programs.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. The following shall be added as Section 1.19:
1.19 The term "Licensee's Fully Supported Platforms"
shall mean platforms sold and supported by Licensee. Licensee
must offer support and upgrades as part of the standard
maintenance (BMC, BSM) for these platforms. PC platforms shall be
excluded from this definition.
2. The following shall be added as Section 1.20:
1.20 The term "Bundled Applications" shall mean
that one or more of the Licensed Programs are an inseparable part
of a Licensee developed application software program. Bundled
applications do not allow the Licensed Programs to be used
independently.
2. Section 4.1 shall be amended to read as follows:
4.1 Scope-Licensor hereby grants to Licensee an
exclusive world-wide license to use, market and/or sublicense the
Licensed Programs to End Users. Licensor shall have the right to
continue distribution of the DOS and Mac versions of the Customer
Support Library product. Licensee shall be allowed to distribute
the Licensed Programs through its subsidiaries and distributors
and this shall include software dealer networks and value added
resellers (hardware). Licensee itself shall be entitled to
unlimited internal use of the Licensed Programs.
3. The following shall be added to Section 5.1:
MicroStation PC 3.3 Russian ("Seed Program")
$50 Per Copy Distributed (no restrictions on
quantity; Licensor reserves the right to review annually)
a. No hardware lock
b. Existing 3.3 software except modifications to
run with no hardware lock
c. Documentation will be translated and printed
locally in Russia
d. Russian language only.
MicroStation PC 3.3 Eastern Europe, China, and India
("Seed Program")
$50 Per Copy Distributed (no restrictions on
quantity; Licensor reserves the right to review annually)
a. Unique hardware lock
b. Existing 3.3 software except modifications to
run with unique hardware lock
c. Languages will be Polish, Czechoslovakian,
Hungarian, Indian, and Chinese. Any supplemental translated
documentation will be translated and printed locally in the
respective countries.
AutoCAD to MicroStation Upgrade Offer
a. Existing AutoCAD users will be offered opportunity
to upgrade to MicroStation
b. The product offered is the most current version of
MicroStation
c. $100 per copy distributed
d. The terms and conditions of the upgrade are as
stipulated in the attached Schedule D.
4. The MicroStation 4.0 part of Section 5.1 shall be revised to
read as follows:
MicroStation-All Operating Systems
(Version 4.0 and higher)
All licenses sold/quarter $597/license
This license rate will be effective October 1, 1992.
5. The title of Section 7. shall be changed from "MAINTENANCE
FEE" to "LICENSED PROGRAMS MAINTENANCE"
6.Sections 7.1 and 7.2 shall be amended to read as follows:
7.1 Licensor is currently offering a comprehensive support
program (CSP) to the Licensed Programs End Users. The CSP
includes telephone support and Licensed Programs updates and
upgrades. Licensor shall be entitled to keep all revenues
collected under its CSP. The CSP will be offered worldwide, but
will not be offered for Licensee's Fully Supported Platforms, or
for Bundled Applications. Licensor and Licensee agree that the
minimum CSP contract value is to be $3,000, except where Licensor
is offering only MDE support.
7.2 Licensee shall offer a Licensed Programs basic support
plan (BSP). The BSP shall include telephone support and Licensed
Programs updates, but shall not include Licensed Programs
upgrades. End Users will be required to purchase Licensed
Programs upgrades. Licensor will be paid for the Licensed
Programs upgrades within thirty (30) days after the end of the
calendar quarter in which they ship. Except for Licensee's Fully
Supported Platforms, or for Bundled Applications, Licensee does
not intend to offer any type of Licensed Programs full service
(Licensed Programs upgrades) support program; however, Licensee
shall be allowed to bid full service support when required to
submit bid responses as a single source vendor. In sole source
situations, Licensor shall be entitled to the applicable upgrade
fee for upgrades shipped pursuant to such contracts. All upgrade
fees are to be paid as referenced above. Licensee shall be
entitled to retain any funds generated under its BSP.
7. The following shall be added as Section 7.3:
7.3 For Licensee's Fully Supported Platforms and Bundled
Applications (excluding PC Platform), Licensee intends to offer a
full service maintenance program (BSM) and this program shall
include Licensed Programs upgrades. For Bundled Applications on
the PC or MAC platforms, Licensee reserves the right to offer
Bundled Applications under BSP. For Licensed Programs licenses
sold as outlined in the Section 7.3, Licensee is not obligated to
pay Licensor for Licensed Programs upgrades.
8. For the MicroStation MAC 4.2 upgrade, Licensee and Licensor
agree that the upgrade fee payable to Licensor will be $50 per
unit.
All other terms and conditions of the April 17, 1987 Software
License Agreement and as amended May 11, 1988, July 28, 1988,
August 30, 1988, August 4, 1989, May 23, 1990, and November 20,
1991, and February 26, 1992 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: September 28, 1992 DATE: 9-28-92
SCHEDULE D
AUTOCAD TRADE-UP PROGRAM
Competitive Trade-up to MicroStation Offer
Terms and Conditions (revised)
September 16, 1992
BOLD type indicates changes
from original Terms dated August 9, 1992.
- Tradeup AutoCAD Release 9 or later to MicroStation V4 plus
Nexux for $500 plus shipping costs.
- Public announcement August 10, 1992. Offer begins with this
announcement.
- Offer ends December 31, 1992.
- By default, the offer is limited to five (5) copies per
purchasing authority without additional approval from Intergraph.
A greater number of copies may be sold under the following
guidelines:
1. The first 5 (five) trade-up copies are available at $500.
2. Copies 6-10 must be sold at regular full price.
3. Beginning with the 11th copy, each trade-up copy at $500 must
be accompanied with a full price copy.
4. Normal discounts apply to all full price copies (i.e., BOA,
VPA, etc.)
5. BOA volume credit does apply if "minimum volume amount order"
is processed.
6. Make sure that when combining trade-up and full-priced copies
on the same purchase order that the appropriate part numbers are
used for each, i.e., the new trade-up specific part number (see
below) for the $500 kits and the regular part number for the full-
priced kits.
7. All copies must be purchased as part of a single purchase
order.
For example,
If a potential customer wishes to trade-up 20 copies of
AutoCAD under these conditions he would be eligible to receive 10
copies at $500 and 10 copies at full price.
The promotion of this offer will not refer to a specific limit.
- Offer requires verification that the AutoCAD copy(s) being
traded in is an authentic, commercially obtained copy from the
original end user. (Receipt of an original serial numbered
diskette, usually Disk #1, is necessary to satisfy this
requirement.)
- Offer is available for SPARC, PC, Mac, and HP platforms.
Offer is for a same platform trade-up. (SCO Xenix versions of
AutoCAD will be honored for MS PC Trade-ups.) MicroStation Mac
V4.2 trade-ups will be back-ordered until approximately October 1,
1992.
- Intergraph Solution Centers and the Intergraph Direct Sales
Organization may sell the trade-up. Dealer discount is 48%, net
price $260 US. The DSO may sell the Trade-up into BOA/VPA
accounts only.
- This offer is available in the U.S. only. Trade-up offer
outside the U.S. is controlled by the respective countries.
- Upgrade kit does not include MDL compilers. A runtime
version of MDL is integral with MicroStation, so all present and
future MDL routines are supported.
MicroStation Trade-up Part Numbers Regular MicroStation Part Numbers
---------------------------------- ---------------------------------
PC SGF011800 PC SGF0031
SPARC SGYA11800 SPARC SGYA074
HP700 SGBQ11800 HP700 SGBQ082
Macintosh SGF011700 Macintosh SGF0086
The Trade-up kit will include the following items:
- Current shipping version of MicroStation 4.X
- MicroStation Nexus
- MicroStation For AutoCAD Users (A comparison book from Onword Press.)
- MicroStation Solutions third party catalog (when available)
- List of Intergraph Education Centers & Intergraph Training Centers.
- MicroStation Customer Training Directory (from Intergraph)
- Intergraph marketing literature folder
- This kit does not include MDL compilers.
NOTE: Please refer to the AutoCAD Trade-up Procedure for
correct implementation procedures of this offer, as outlined by
the MicroStation Product Center.
Note: Any exception to the above parameters must be discussed
and approved by Intergraph.
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 9
This Amendment is entered into this ______day of November,
1992, by and between Bentley Systems, Inc. (hereinafter referred
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988 August 4, 1989, May 23, 1990 and
November 20, 1991, February 26, 1992; September 28, 1992; and
WHEREAS Licensee and Licensor have agreed to extend the
current AutoCAD to MicroStation Trade-up offer to include the
VersaCAD product; and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of the additional Licensed Programs.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Amendment 8, Section 3, shall be amended to include Paragraph
4 as follows:
VersaCAD to MicroStation Upgrade Offer
a. Existing VersaCAD users will be offered the
opportunity to upgrade to MicroStation
b. The product offered is the most current version of
MicroStation
c. $100 per copy distributed
d. The terms and conditions of the upgrade are as
stipulated in attached Schedule D
2. Schedule D, Competitive Trade-up to MicroStation Offer (as
attached), shall be amended to include the VersaCAD product
upgrade wherever the AutoCAD to MicroStation trade-up offer is
listed.
All other terms and conditions of the April 17, 1987 Software
License Agreement, as amended May 11, 1988, July 28, 1988, August
30, 1988, August 4, 1989, May 23, 1990, and November 20, 1991,
February 26, 1992, and September 28, 1992, remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
------------------------ -------------------------
BY: \s\ Milton H. Legg BY: \s\ KeithA. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: November 17, 1992 DATE: 11/23/92
Competitive Trade-up to MicroStation Offer
Terms and Conditions (revised)
October 28, 1992
AutoCAD/VersaCAD Trade-up Offer
--------------------------------
Both AutoCAD and VersaCAD are now eligible to be traded up for
MicroStation under the following parameters:
- Tradeup AutoCAD Release 9 or later or VersaCAD Version 5.4 or
later to MicroStation V4 plus Nexus for $500 plus shipping costs.
- Public announcement August 10, 1992. (AutoCAD) VersaCAD offer
begins with this announcement.
- Offer ends December 31, 1992.
- By default, the offer is limited to five (5) copies per
purchasing authority without additional approval from Intergraph.
A greater number of copies may be sold under the following
guidelines:
1. The first 5 (five) trade-up copies are available at $500.
2. Copies 6-10 must be sold at regular full price.
3. Beginning with the 11th copy, each trade-up copy at $500 must
be accompanied with a full price copy.
4. Normal discounts apply to all full price copies (i.e., BOA,
VPA, etc.)
5. BOA volume credit does apply if "minimum volume amount order"
is processed
6. Make sure that when combining trade-up and full-priced copies
on the same purchase order that the appropriate part numbers are
used for each, i.e., the new trade-up specific part number (see
below) for the $500 kits and the regular part number for the full-
priced kits.
7. All copies must be purchased as part of a single purchase order.
For example,
If a potential customer wishes to trade-up 20 copies of
AutoCAD or VersaCAD under these conditions he would be eligible to
receive 10 copies at $500 and 10 copies at full price.
- The promotion of this offer will not refer to a specific limit.
- Offer requires verification that the competitive product
being traded in is an authentic, commercially obtained copy from
the original end user. Receipt of an original serial numbered
diskette, usually Disk #1, is necessary to satisfy this
requirement.
- If a site/network license situation is encountered, a
photocopy of a serialized diskette and a photocopy of an original
purchase order/agreement which indicates the existence of a
site/network license is required.
- Offer is available for SPARC, PC, Mac, and HP platforms.
Offer is for a same platform trade-up. (SCO Xenix or Sun 386i
versions of AutoCAD will be honored for MS PC or SPARC Trade-ups.)
- Intergraph Solution Centers and the Intergraph Direct Sales
Organization may sell the trade-up. U.S. Dealer discount is 48%,
net price $260 US. The DSO may sell the Trade-up into BOA/VPA
accounts only.
- Trade-up offer outside the U.S. is controlled by the
respective countries.
- Upgrade kit does not include MDL compilers. A runtime
version of MDL is integral with MicroStation, so all present and
future MDL routines are supported.
MicroStation Trade-up Part Numbers Regular MicroStation Part Numbers
---------------------------------- ---------------------------------
PC SGF011800 PC SGF0031
SPARC SGYA11800 SPARC SGYA074
HP700 SGBQ11800 HP700 SGBQ082
Macintosh SGF011700 Macintosh SGF0086
The Trade-up kit will include the following items:
- Current shipping version of MicroStation 4.X
- MicroStation Nexus
- MicroStation For AutoCAD Users (A comparison book from Onword
Press.)*
- MicroStation Solutions third party catalog (when available)
- List of Intergraph Education Centers & Intergraph Training Centers.
- MicroStation Customer Training Directory (from Intergraph)
- Intergraph marketing literature folder
- This kit does not include MDL compilers.
- We will be using the same trade-up kit for both AutoCAD and
VersaCAD. If it is undesirable to include this book to a VersaCAD
user, it will be the reseller's responsibility to remove it from
the kit.
NOTE: Please refer to the AutoCAD (trademark) Trade-up Procedure for
correct implementation procedures of this offer, as outlined by
the MicroStation Product Center. Any exception to the above
parameters must be discussed and approved by Intergraph.
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 10
This Amendment is entered into this 25th day of February,
1993, by and between Bentley Systems, Inc. (hereinafter refereed
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988, August 4, 1989, May 23, 1990, November
20,1991, February 26, 1992; September 28, 1992; and October 27,
1992, and,
WHEREAS Licensee wishes to make the MicroStation 3.3 Seed
program worldwide rather than country-specific, and
WHEREAS Licensee wishes to allow sales of non-royalty copies
of MicroStation to students and faculty of schools currently
enrolled in a discount program, and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of the additional Licensed Programs.
NOW THERFORE THE PARTIES AGREE AS FOLLOWS:
1. Amendment 8 dated September 28, 1992, which included as Item
3 (paragraphs 1 and 2) the MicroStation 3.3 Seed Program
distribution to specific geographic locations, is hereby amended
to delete the specific countries and to make the Seed program
worldwide. This is for MicroStation 3.3 only; the per unit
royalty will be $50. No hardware lock will be required and there
will be no restrictions on languages. Licenses sold under this
seed program shall not confer to the purchasor any right to
upgrade the software to subsequent versions of MicroStation, and
same shall be disclosed to each prospective purchasor.
2. The following shall be added as 4.1.A
4.1.A A Licensor shall allow sales of non-royalty copies
of MicroStation to students and faculty of schools currently
enrolled in Licensee's Regular Educational Discount (RED) program.
The sale of the Licensed Program will be contingent on the
following points:
1) Student must be enrolled in a department that is
currently part of our existing RED program.
2) Instructor must verify student's status.
3) Instructor must provide technical support.
4) Sales will be limited to one copy per student or faculty member.
All other terms and conditions of the April 17, 1987 Software
License Agreement, as amended May 11, 1988, July 28, 1988, August
30, 1988, August 4, 1989, May 23, 1990, November 20, 1991,
February 26, 1992, September 28, 1992, and October 27, 1992 remain
unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
---------------------------- ------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: February 25, 1993 DATE: 3/4/93
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 11
This Amendment is entered into this 15th day of April, 1993,
by and between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987, and as amended on May 11, 1988, July
28, 1988, August 30, 1988 August 4, 1989, May 23, 1990, November
20, 1991, February 26, 1992, September 28, 1992, October 27, 1992,
and February 25, 1993; and,
WHEREAS Licensor is prepared to release an enhanced version
of the MicroStation product; and
WHEREAS Licensee and Licensor wish to add release 5.0 of the
MicroStation product to the Software License Agreement; and
WHEREAS Licensor wishes to receive additional revenue from
Licensee's distribution of version 5.0 of the MicroStation
product.
NOW THEREFORE THE PARTIES AGREE AS FOLLOW:
1. The following shall be added to Section 5.1.
MicroStation-All Platforms
Version 5.0 and Higher - $655 Per Copy
The upgrades royalty for all upgrades to version 5.0 shall be
$150. For the period of June 1, 1993 through December 31, 1993,
the 5.0 upgrade royalty shall be $75.
2. Effective with the availability of MicroStation 5.0, the MDE
and IGES products are hereby removed from the definition of
Licensed Programs. MDE and IGES will be bundled with the
MicroStation 5.0 product and this is at no additional charge.
All other terms and conditions of the April 17, 1987 Software
License Agreement, as amended May 11, 1988, July 28, 1988, August
30, 1988, August 4, 1989, May 23, 1990, November 20, 1991,
February 26, 1992, September 28, 1992, October 27, 1992 and
February 25, 1993 remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
----------------------------- --------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: April 15, 1993 DATE: 4/16/93
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 12
This Amendment is entered into this ____day of July, 1993, by
and between Bentley Systems, Inc. (hereinafter referred to as
"Licensor") and Intergraph Corporation (hereinafter referred to as
"Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988; July 28, 1988; August 30, 1988; August 4, 1989; May 23,
1990; November 20, 1991; February 26, 1992; September 28, 1992;
October 27, 1992; February 25, 1993; and April 15, 1993; and
WHEREAS Licensor agrees to establish the royalty for future
MicroStation upgrades; and
WHEREAS Licensor agrees to extend the competitive platform
trade-in offers; and
WHEREAS Licensor agrees to provide Licensee specific
MicroStation libraries (PlotLib) for use with Licensee EMS 2.x and
network plotting application; and
WHEREAS Licensor agrees to participate in Licensee's DOT
Consultant Program; and
WHEREAS Licensor agrees to develop a reduced function version
(MicroStation Express) of MicroStation; and
WHEREAS Licensee agrees to market MicroStation Express;
WHEREAS the parties agree to finalize the royalty and upgrade
fees for MicroStation Review 5.0; and
WHEREAS the parties agree to offer MicroStation Version 5 on
DEC Alpha NT, IBM RS6000, and SGI platforms.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Section 5.1 will be revised to include the following:
MicroStation Review 5.0 pricing shall be $159 per copy ($795
list price) and the MicroStation Review 5.0 upgrades shall be $20
per copy.
Future MicroStation upgrade royalty rates will be equal to
15.79% of the MicroStation upgrade list price, unless and until
the parties mutually agree to the contrary.
Cadvance, MacBravo, and VersaCad to MicroStation trade-in
offer will be extended to June 30, 1994. This program will also
be extended to IEZ's documented installed base (estimated to be
5,000 seats) at December 31, 1993, as to which the expiration date
will be December 31, 1994. MicroStation Version 5.0 will be
priced at $1,500 U.S. List; royalty will be $259. Customer must
provide proof of purchase.
Licensor agrees to develop a reduced function version (Express) of
MicroStation and this product is targeted for completion in fourth
quarter of 1993. The parties expect to call this new product
"MicroStation Express". MicroStation Express shall be added to
the definition of Licensed Programs. The per copy royalty for
this product shall be $259, list price $1,500.
2. Licensor agrees to provide Licensee with specific
MicroStation libraries (PlotLib) and these libraries are for use
with Licensee's EMS 2.x and network plotting applications. This
library is not to be used with Licensee's Merlin/Jupiter
generation of products. In connection with network plotting
products, this library is not to be used for file viewing on graphic
displays. The PlotLib product is provide to Licensee in
an "as is" condition and Licensee is granted the royalty-free
right to use PlotLib only with the aforementioned products.
3. Licensee has established a Department of Transportation (DOT)
Consultant Program and the purpose of this program is to make
consultants working with the DOT's familiar with MicroStation.
The program is conducted in the form of seminars. Licensor
authorizes Licensee to grant one royalty-free copy of MicroStation
to each new consulting organization that attends a seminar.
Licensee shall use its best judgment in issuing invitations to
consulting companies.
4. Licensee has begun marketing MicroStation Version 5 product.
Licensor and Licensee agree that MicroStation version 4 product
should be made available to end users for at least nine (9) months
from the date of this Amendment.
5. Licensor and Licensee agree to offer MicroStation Version 5
on DEC Alpha NT, IBM RS6000, and SGI platforms. Licensee agrees
to guarantee Licensor 500 royalty unit sales on each of theses
platforms during the first year of availability of the respective
products. Balance, if any, of such commitment will be paid to
Licensor at the anniversary date of the availability of the
applicable product. Such payment would be characterized as
prepaid royalties as to such product.
All other terms and conditions of the April 17, 1987 Software
License Agreement, and as amended May 11, 1988; July 28, 1988;
August 30, 1988; August 4, 1989; May 23, 1990; November 20, 1991;
February 26, 1992; September 28, 1992; October 27, 1992; February
25, 1993; and April 15, 1993, remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
------------------------- --------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: July 30, 1993 DATE: 7/30/93
SOFTWARE LICENSE AGREEMENT
AMENDMENT NUMBER 13
This Amendment is entered into this _____ day of December,
1993, by and between Bentley Systems, Inc. (hereinafter referred
to as "Licensor") and Intergraph Corporation (hereinafter referred
to as "Licensee").
WITNESSETH
WHEREAS Licensor and Licensee entered into a Software License
Agreement on April 17, 1987 and amended said Agreement on May 11,
1988, July 28, 1988, August 30, 1988; August 4, 1989; May 23,
1990; November 20, 1991; February 26, 1992; September 28, 1992;
October 27, 1992; February 25, 1993; April 15, 1993; and July 30,
1993, and
WHEREAS Licensor and Licensee agree to discontinue the
Microstation version 3 Seed Program; and
WHEREAS Licensor and Licensee agree to establish a revised
royalty structure for Eastern Europe and the former Soviet Union;
and
WHEREAS Licensor agrees to participate with Licensee in a
marketing program targeted at the U.S. Navy; and
WHEREAS Licensor agrees to extend the V5 reduced fee upgrade
program; and
WHEREAS Licensor agrees to include the Claris CAD, Personal
Designer and Personal machinist products in the current
competitive upgrade program; and
WHEREAS Licensor agrees to participate with Licensee in a
major Account Migration Program aimed at AutoCAD users; and
WHEREAS Licensee and Licensor agree to participate in a "Try
and Buy Program" aimed at large volume users.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1. Section 5.1 shall be revised to read as follows.
5.1 a) Licensee shall pay Licensor the fees set forth herein
for the licenses granted hereunder as set forth herein. Licensee
shall pay Licensor on or before the thirtieth (30) day following
the end of each calendar quarter, and this payment shall include
all fee bearing licenses shipped during the most recent calendar
quarter. Licensee, if required by an End User, may exchange
copies of the Licensed Programs for copies of similar software
(CNR) on a cost free basis. If Licensee's payment due hereunder
is more than ten (10) days late, Licensee shall pay Licensor a
penalty of one and one half percent (1 1/2%) per month on such
late payment until and when such sum is paid.
b) The license fees for the Licensed Programs shall be as
follows, and the proposed list prices are indicated in
parentheses.
Microstation Version 5-All Platforms
$655 Per Copy ($3,790)
Microstation Version 4-All Platforms
$597 Per Copy ($3,450)
Microstation Version 3-All Platforms
1-1,000 Units-$660 Per Copy ($3,300)
1,001-2,000 Units-$616 Per Copy
2,001 Plus Units-$530 Per Copy
Microstation Review Versions 4 and 5-All Platforms
$159 Per Copy ($795)
Customer Support Libraries-Clipper Only
$350 Per Copy ($1,000)
Microstation Development Environment (MDE)-All
Platforms ($1,500)
$530 Per Copy/With the introduction of
Microstation version 5, MDE will be bundled with
Microstation V5 at no additional charge.
Microstation IGES-All Platforms ($1,295)
$259 Per Copy/IGES will be bundled with
Microstation version 5 at no additional charge.
IGES will also be provided to all of Licensee's
existing IGES to IGDS translator (SG**613 and
SW**033) customers and the U.S. Navy CAD-2
customers on a royalty-free basis.
Microstation Seed Program-All Platforms
Eastern Europe Former Soviet
Union
Local Language V4 $259 Per Copy $50 Per Copy-PC
($1,700) ($300)
$259 Per Copy-
MAC ($1,700)
English V5 $655 Per Copy $655 Per Copy
($3,790) ($3,790)
Microstation Upgrades-All Platforms
Version 4-$50 Per Copy ($500)
Version 5-$75 ($475) Per Copy-This fee is valid
through March 31, 1994 and all shipments must be
made by April 30, 1994, and after March 31, 1994,
the version 5 upgrade fee shall increase to $150
(950).
Future upgrade royalty rates will be equal to
15.79% of the Microstation upgrade list price,
unless and until the parties mutually agree to
the contrary.
Microstation Review Upgrades-all Platforms
Version 5 $20 Per Copy ($100)
c) For software developers that are developing application
programs that run on top of the Licensed Programs, Licensee shall
have the right to grant a royalty free right to use the CLIPPER
and Windows NT versions of the Licensed Programs and Customer
Support Libraries. NT product shall be for usage with OEM vendors
and strategic porting vendors interfacing with Licensee's
applications. For participants in Licensor's ISD Program,
Licensee will not provide development copies of the Licensed
Programs. All loans to application vendors will be subject to
Licensee's Marketing Loan Agreement, and all loans under this
program will be specifically for development purposes. Licensee
agrees to provide, quarterly and upon request, Licensor a list of
companies it has provided development copies of the Licensed
Programs. Licensee shall use its best discretion in the
allocation of these royalty-free development units.
d) Licensee agrees to sell DOS and MAC O/S versions of the
packaged Licensed Programs to Licensor at its current cost of
packaging. The copies provided under this provision are to used
for Licensor's ISD program, for Licensor's Comprehensive Support
Program, loans to be technology journal editors and loans to
industry analysts. The cost only versions (DOS and MAC) are not
to be sold by Licensor.
e) An upgrade program will be offered to Cadvance,
MacBravo, Personal Designer, Personal Machinist, Claris and
VersaCAD users. The upgrade program will allow existing users of
the aforementioned competitive products to upgrade to Microstation
5.0. The per copy royalty fee for this upgrade shall be $259
($1,500 list). For sales through the dealer channel, upgrades for
more than twenty five units must be reviewed and approved by
Licensor, and for the direct channel, upgrades for more than 50
units must be reviewed by Licensor. Where a competitive site
license is involved, the End User sit license invoice(s) will be
divided by $1,500 to determine the eligible number of upgrade
licenses. Site license upgrades will also be subject to the 25
and 50 units approval levels referenced above. The upgrades are
to represented as for the End User's own use and not for resale.
This program is valid through June 30, 1994. For the competitive
products being upgraded, End User must provide proof of purchase.
f) Licensee and Licensor from time to time will address
certain markets with the idea of market penetration and this
philosophy will be known as the "Seed Program". The intent of the
Seed Program is to penetrate the markets with a lower cost
product. Seed Program copies are normally based on a previous
version of the Licensed Programs and for this reason, the End User
will not be allowed to upgrade Seed Program copies. Licensee
agrees to undertake reasonable efforts to advise End Users that
the Seed Program copies are not upgradeable and to implement
systems to enforce this issue. The original Microstation version
3 Seed Program is hereby terminated and Licensee will be allowed
to distribute existing Microstation version 3 Seed Program kits.
The new Seed Program will utilize Microstation version 4 and will
initially be targeted at Eastern Europe and the former Soviet
Union. The local language versions of Seed Program products must
be sent to Licensor so that the resource files can be integrated
with the executable. The integration will effectively lock the
resource file with the executable so that Seed Program products
cannot be converted to English.
g) For the U.S. Navy NAVFAC procurement, Licensee wants to
actively pursue the current installed AutoCAD customer base,
Licensee's intent is to encourage AutoCAD End Users to migrate to
the Microstation environment. For the U.S. Navy NAVFAC End Users,
Licensor grants Licensee the royalty-free right to provide
Microstation upgrades to existing AutoCAD End Users. The Navy
program shall be targeted at software upgrades and this free
upgrade offer is not to be part of a hardware sale, or the sale of
additional software. This program will be valid through April 30,
1994, and after the initial term, Licensee and Licensor shall
discuss termination or extension of this program. Where possible,
Licensee will obtain a copy of the AutoCAD main disk from the End
User. Licensee will provide Licensor with a listing of the
upgrades provided and this will be provided with the quarterly
royalty report.
h) For the U.S. Navy NAVFAC procurement, the Microstation
royalty rate shall be $500 per copy and this fee shall be valid
for the term of the NAVFAC procurement. Microstation upgrades
required under the NAVFAC procurements shall be made available at
the percentage rate outlined for upgrades in Section 1 of
Amendment #12. Subject to End User review and approval, Licensee
intends to add the Licensed Programs (Microstation NT) as a
separate line item on the NAVFAC contract, and at this time, the
bid price will be 50% or less of list price.
i) Licensor shall have the right to sell the non-Clipper
versions of MicroCSL and shall retain all revenue generated by
these sales.
j) As previously outlined in a letter agreement dated April
22, 1993, Licensee may be required to deliver multiple versions of
the Licensed Programs to a single End User. The requirement for
multiple version delivery is caused by the availability schedule
of Microstation version 5. In this scenario, Licensee would
deliver version 4 of Microstation to a End User that purchased the
version 5 product and as version 5 becomes available, Licensee
will deliver the version 5 upgrade. This upgrade situation is
currently only valid for the Microstation version 5 (DOS) release
and this situation should be cleared by December 15, 1993. For
all deliveries of this type, Licensee shall pay Licensor the
version 4 royalty and this is based on the fact that Licensee must
deliver multiple kits.
k) Licensee plans to deliver the Licensed Programs based on
two (2) packaging schemes. The first package scheme will include
the license, product serial number, media and documentation. The
second package scheme will include only a license and serial
number, and this packaging scheme will be termed "Right to Run"
(RTR). The second package scheme is targeted at large volume End
Users. RTR list prices will be approximately $35 less than the
full packaged product.
2. The following shall be added as a new Section 4.8.
4.8 "Try and Buy"-The purpose of this program is to
encourage large customers to make additional use of the Licensed
Programs. The following points form an outline of the program.
a) This is a marketing program and is not intended to
alter licensing terms.
b) An End User must own a minimum of one hundred (100)
copies of Microstation version 5 to participate.
c) Each End User must sign a one year contract
agreeing to terms of the program.
d) During the term of the contract, Licensee will loan
the End User one copy of Microstation for each Microstation
license purchased.
e) As part of the contract, the End User must agree to
keep detailed usage records for all loaned products, and at a
minimum, the records must include peak daily concurrent usage.
and
f) At the end of the contract term, the End User must
either purchase the loaned products or return them. The End User
would be expected to purchase licenses to support its peak usage
level.
Licensee and Licensor agree to review this program on or before
October 15, 1994 and at that time, decide whether to extend or
terminate this program.
3. The following shall be added as a new Section 4.9.
4.9 Major Account Migration Program(MAMP)-Licensee and
Licensor agree that a program must be put in place to address the
AutoCAD installed base. The purpose of this program will be to
convince existing AutoCAD End Users to switch to Microstation.
This program shall have the following as its basis.
a) The End User must be an existing AutoCAD user to
participate.
b) The program will require a one year contract and
each contract will cover a single site, and also be for a single
term.
c) For each copy of Microstation purchased, Licensee
will loan the End User up to five additional copies of
Microstation. The total number of loaned and purchased copies of
Microstation cannot exceed the total number of installed AutoCAD
copies.
d) The End User must have a minimum of one hundred
(100) copies of AutoCAD to participate.
e) the End User must agree to provide Licensee with
detailed Microstation usage reports and these reports must show
peak concurrent usage for each day of the most recent quarterly
period.
f) It is intended that the loan copies would be used
only where copies of AutoCAD would normally be used.
g) This program shall be valid through October 15,
1994, and on or before this date, Licensee and Licensor agree to
review the success of the MAMP. If the MAMP is terminated,
Licensee shall have the right to continue to service existing MAMP
participants under the terms outlined herein, and this shall be
valid through the end of the participants' one year terms.
and
h) At the end of the contract term, the End User will
be required to either purchase the loaned copies or return them.
All purchases must be made during the agreement term.
4. The following shall be added as a new Section 4.10.
4.10 Licensee may from time to time work with competitive
developers to upgrade an existing customer base and this program
shall be called the Cooperative Migration Program(CMP). Under the
CMP, Licensee will offer to upgrade an existing competitive
customer base to the current version of the Licensed Programs.
The upgrades will carry a list price of $1,500 and a royalty rate
of $259. The current participants in this program are IEZ and
DOGS. Additional CMP participants may be added by mutual
agreement between Licensee and Licensor.
5. The PlotLib license extended to Licensee based on Amendment
#12 dated July 30, 1993 shall be extended to cover I/EMS version
3.x (UNIX). Other limitations still apply.
6. Licensee has begun marketing Microstation version 5 product.
Licensor and Licensee agree that Microstation version 4 product
should be made available to End Users for at least nine (9) months
from the release date of version 5.
7. A new product, Microstation Express, was outlined in
Amendment #12 date July 30, 1993. Due to market conditions,
Licensee and Licensor have agreed to suspend marketing activities
until final product content is defined. All reference to
Microstation Express is hereby deleted.
All other terms and conditions of the April 17, 1987 Software
License Agreement and as amended May 11, 1988, July 28, 1988,
August 30, 1988; August 4, 1989; May 23, 1990; November 20, 1991;
February 26, 1992; September 28, 1992; October 27, 1992; February
25, 1993; April 15, 1993; and July 30, 1993, remain unchanged.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INC.
-------------------------- -------------------------
BY: \s\ Milton H. Legg BY: \s\ Keith A. Bentley
NAME: Milton H. Legg NAME: Keith A. Bentley
TITLE: Third Party Software TITLE: President
DATE: December 10, 1993 DATE: 12/10/93