December Agreement - Intergraph Corp. and Bentley Systems Inc.
DECEMBER AGREEMENT
------------------
THIS AGREEMENT is entered into this 16th day of
December, 1994, by and between INTERGRAPH CORPORATION
("Intergraph"), a Delaware corporation having its principal
office and place of business at One Madison Industrial Park,
Huntsville, Alabama 35894, and BENTLEY SYSTEMS, INCORPORATED
("Bentley"), a Delaware corporation having its principal office
and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19431.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into a series of
written agreements dated May 2, 1994;
WHEREAS, a number of issues relating to the subject
matter of those agreements have arisen between the parties,
including issues regarding the acquisition by Bentley of
certain foreign language translations of MicroStation and the
continuation of the OEM Software License Agreement, one of the
May 2 agreements; and
WHEREAS, the parties have resolved these issues, and
desire to enter into this Agreement to set forth the agreed
resolution.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereto agree as follows:
1. Definitions. The following words, terms and phrases
shall in this Agreement have the following meaning:
(a) "Value Added Pack Software" means the source code and
object code for the computer programs developed by Intergraph
entitled "Value Added Pack," together with all updates and
enhancements thereto, and documentation therefor.
(b) "Source Film" means the source film separates for
printing the MicroStation Digitizing Menu Tablet Template.
(c) "Localization Auxiliary Programs" means auxiliary
programs developed by Intergraph or third parties to facilitate
translation and MicroStation usage in local languages, such as
keyboard input front-end processors, and includes source code,
object code and documentation therefor.
2. European Language Foreign Translations. Concurrently
with the execution of this Agreement, Intergraph and Bentley
shall execute and deliver to the other an agreement between
Bentley and Intergraph for the purchase by Bentley of the
European language translations of MicroStation, in the form
attached hereto as Exhibit "A".
3. Source Code for Value Added Pack Software/Film for
Digitizing Menu Template.
(a) Intergraph hereby grants, assigns and
conveys to Bentley all of Intergraph's right, title and interest
whatsoever throughout the world, including without limitation
all of Intergraph's copyrights and other intellectual property
rights, in and to (i) the Value Added Pack Software, and (ii)
the Source Film.
(b) Within ten (10) days after the execution of this
Agreement, Intergraph shall deliver to Bentley on one or more
diskettes an electronic copy and two paper copies of the Value
Added Pack Software and the Source Film.
(c) Intergraph shall perform acts and execute
documents, at Bentley's expense and request, which are
reasonably necessary to transfer or perfect in Bentley the
foregoing rights granted by Intergraph to Bentley.
4. Cancellation of OEM Software License Agreement; Limited
Release.
(a) The parties hereby cancel and terminate the "OEM
Software License Agreement for MicroStation V5 Runtime Engine"
dated May 2, 1994 ("OEM Agreement"), and neither party shall
have any further obligations under the OEM Agreement.
(b) Except for the rights and obligations created by
this Agreement, for good and valuable consideration, the
receipt of which is hereby acknowledged, Bentley and Intergraph
do hereby remise, release, acquit and forever discharge one
another and their respective present and former parents,
subsidiaries, affiliates, divisions, successors, assigns,
agents, attorneys, officers, directors and employees of and
from all manner of actions, causes of action, claims, suits,
demands, dues, debts, liabilities, liens, indemnities,
obligations, sums of money, accounts, bonds, covenants,
compensation, contracts, agreements, judgments, controversies,
promises, trespasses, damages, costs, losses, and expenses of
any kind or nature whatsoever, whether legal, equitable or
statutory, liquidated or unliquidated, fixed or contingent,
known or unknown, suspected or unsuspected, which Bentley or
Intergraph ever had, now have, or which they hereafter can,
shall or may have against one another, expressly limited to any
and all claims, asserted or unasserted, based upon any matter,
cause, thing or event relating to the performance or non-
performance by the parties of the OEM Agreement.
5. Amendment to Distribution Agreement. Concurrently with
the execution of this Agreement, Intergraph and Bentley shall
execute and deliver to the other an Amendment to the
Distribution Agreement dated May 2, 1994, between Bentley and
Intergraph, in the form attached hereto as Exhibit "B".
6. "I/RAS" Application Bundles.
(a) Intergraph hereby confirms to Bentley its intent
to develop a version of the "I/RAS" software for operation with
MicroStation PowerDraft ("Power I/RAS"). Bentley shall furnish
to Intergraph such development tools and technical support as
may be reasonably necessary to facilitate Intergraph's
development of Power I/RAS, including information for running
"DLMs" within MicroStation PowerDraft. Intergraph shall not
use the foregoing tools and information for any purpose other
than the development of Power I/RAS. In the event of the
discontinuation by Intergraph of the development or support of
Power I/RAS or the termination of this Agreement, Intergraph
shall promptly return to Bentley all of the foregoing tools and
information.
(b) Intergraph expressly acknowledges and agrees
that all development tools, technical support and information
furnished by Bentley pursuant to subparagraph (a) shall
constitute Confidential Information within the meaning of
Paragraph 6.11 of the Business Relations Agreement dated May 2,
1994, between the parties. Intergraph hereby accepts such
Confidential Information. Intergraph agrees that, in addition
to its confidentiality obligations under the foregoing
provision of the Business Relations Agreement, it shall not,
until the later of written agreement by the parties to announce
Power I/RAS or the execution of a written agreement by the
parties for the distribution of Power I/RAS: (i) publicly
disclose or acknowledge the existence of tools to run DLMs
within MicroStation PowerDraft, or (ii) discuss, demonstrate or
acknowledge Power I/RAS or its development to or with any third
party (including prospects and customers), even if such
activities are subject to a non-disclosure agreement between
Intergraph and such third party. The foregoing obligations of
Intergraph shall survive the termination of this Agreement.
(c) Intergraph and Bentley shall, upon the completion
of Power I/RAS, enter into a written agreement (the "Power
I/RAS Agreement") setting forth mutually agreeable terms for
the marketing and distribution of Power I/RAS.
(d) For so long as Intergraph diligently proceeds
with the development of Power I/RAS, Intergraph shall
have the right to distribute and license an "I/RAS
Application Bundle" with one or more of the "I/RAS B",
"I/RAS C", or "I/RAS Engineer" products, provided,
however, I/RAS shall not be deemed an Application Bundle
Product pursuant to the Amendment, and MicroStation V5
Kits purchased by Intergraph for licensing with I/RAS
shall not be eligible for the volume discounts for
Application Bundles set forth in the Amendment, unless
and until Intergraph and Bentley enter into the Power
I/RAS Agreement. In the event Intergraph and Bentley
enter into the Power I/RAS Agreement on or before June
30, 1995, Bentley shall issue to Intergraph a credit in
the amount of the difference between the price actually
paid by Intergraph for such Kits distributed as part of
I/RAS Application Bundles on or after January 1, 1995,
and the price that would have been applicable to Kits
distributed as part of I/RAS Application Bundles if they had
been deemed an Application Bundle as of January 1, 1995,
provided that the I/RAS Application Bundles meet all of
the criteria for Application Bundles set forth in
Paragraph 2 of the Amendment to the Distribution
Agreement. In the event Intergraph and Bentley do not
enter into the Power I/RAS Agreement on or before June
30, 1995, then Intergraph shall discontinue the distribution
of I/RAS Application Bundles on July 1, 1995.
7. MicroStation PowerDraft Application Bundles. Bentley agrees
to negotiate in good faith with Intergraph the establishment of
Application Bundles based on MicroStation PowerDraft and
discounts therefor.
8. Asia Pacific -- Japan/Korea.
(a) Concurrently with the execution of this Agreement,
Bentley and Intergraph shall execute and deliver to the other
the Japanese and Korean Language Translations Purchase
Agreement in the form attached hereto as Exhibit "C".
(b) Intergraph shall introduce and acknowledge Bentley
in product advertisements, marketing brochures and promotional
materials for Bentley products directed to the Japanese and
Korean markets.
(c) Subject to availability, Intergraph shall provide
reasonable office space for Bentley technical personnel (pre-
and post-sales personnel and personnel supporting local
independent software developers) in Intergraph's offices in
Japan and Korea through December 31, 1996. Intergraph
represents that reasonable office space is currently available.
(d) Intergraph shall furnish advance written notice to
Bentley of each Intergraph users group meeting in Japan and
Korea through December 31, 1996. Intergraph shall encourage
such user groups to invite representatives of Bentley to
participate in such meetings, including making presentations
and setting up displays of Bentley products.
9. Chinese/Taiwanese Translations.
(a) Within thirty (30) days of the date of this
Agreement, Intergraph shall deliver to Bentley on one or more
diskettes for its review: (i) copies of the foreign language
translations of MicroStation for China and Taiwan, and
documentation therefor, (ii) the source code, object code and
documentation for the Localization Auxiliary Programs, and (iii)
any other software and documentation, including without
limitation all font libraries and resource files, necessary or
desirable for the development and distribution of the foreign
language kits of MicroStation for China and Taiwan.
(b) In the event Bentley elects to purchase some or all
of the translations and other materials furnished pursuant to
subparagraph (a), Bentley shall give written notice to
Intergraph, and Intergraph shall, within ten (10) days of its
receipt of such notice, execute and return to Bentley the
Chinese and Taiwanese Language Translations Purchase Agreement
with Bentley in the form of Exhibit "D" hereto.
10. Purchase of Intergraph Year-End Inventory of MicroStation Kits.
Intergraph shall deliver to Bentley on or before January 6, 1995, in
writing a complete and final list setting forth its inventory as of
January 1, 1995, of all MicroStation Kits and MicroStation Review Kits,
including work in progress. On or before January 13, 1995, Bentley shall
notify Intergraph on one or more occasions in writing of the inventory
items on such final list or on such preliminary list previously furnished
to Bentley that Bentley intends to purchase as set forth below. Intergraph
shall deliver at its expense to Bentley within fourteen (14) days after
its receipt of each such request all of the inventory items that Bentley
has elected to purchase for retrofitting by Bentley to conform with
Bentley-manufactured Kits. Bentley shall have the right to use such
retrofitted Kits to fulfill orders by Intergraph for Kits. Bentley shall
issue to Intergraph within thirty (30) days after the later of delivery
of or receipt of Intergraph's invoice for Alternate Platform MicroStation
V5 Kits purchased by Bentley from Intergraph's inventory a credit in the
amount of Forty-One Dollars (U.S.) ($41) for English-language Kits and
Ninety Dollars (U.S.) ($90) for translated Kits. With respect to
MicroStation 32 Kits, Bentley shall: (a) for each English-language
MicroStation 32 Kit purchased by Bentley, issue to Intergraph within
thirty (30) days after the later of delivery or receipt of Intergraph's
invoice a credit equal to Forty-One Dollars (U.S.) ($41) toward the
future purchase by Intergraph from Bentley of an English-language
MicroStation 32 Kit, and (b) for each foreign language MicroStation 32
Kit purchased by Bentley,issue to Intergraph within thirty (30) days after
the later of delivery or receipt of Intergraph's invoice a
credit equal to Ninety Dollars (U.S.) ($90) toward the future
purchase by Intergraph from Bentley of a foreign language
MicroStation 32 Kit. Bentley shall be obligated hereunder to purchase all
of Intergraph's 1994 year-end inventory of MicroStation Alternate Platform
V5 Kits set forth in Exhibit E hereto (but not more), provided, however,
Bentley shall not be obligated to purchase all of Intergraph's work in
progress for such Kits. As used herein, "Alternate Platform"
means a platform on which MicroStation operates other than a
MicroStation 32 workstation.
11. MicroStation Registration Database. Intergraph shall,
pursuant to Section 3.01 of the Business Relations Agreement,
provide to Bentley registration information in its possession,
custody or control for all end users known to Intergraph
worldwide of any and all versions of MicroStation products,
regardless of the physical form, condition or lack of
organization of such information. In the event Intergraph
locates additional user registration information after
delivering the foregoing materials to Bentley, Intergraph shall
promptly deliver the additional information to Bentley.
12. Japanese Kit Inventory. Intergraph shall, on or before
March 31, 1995, deliver at its expense to Bentley the
MicroStation Kits remaining in the inventory of Sharp, Mutoh
and Softbank, its distributors in Japan, as of January 1, 1995.
In the event Intergraph delivers such Kits, Bentley shall
replace them within a reasonable time with Japanese-language
MicroStation Kits manufactured and licensed by Bentley.
Intergraph shall pay to Bentley within thirty (30) days after
receipt of Bentley's invoice for each such Kit replaced by
Bentley the difference between the royalty previously paid by
Intergraph to Bentley for such Kit and the price applicable
during 1995 under the Distribution Agreement for a Japanese-
language MicroStation Kit, plus shipping costs.
13. Termination for Material Breach. Either party may, at its
option, terminate this Agreement in the event of a material
breach by the other party. Such termination may be effected
only through a written notice to the other party, specifically
identifying the breach or breaches on which termination is
based. Following receipt of such notice, the party in breach
shall have sixty (60) days to cure such breach or breaches, and
this Agreement shall terminate in the event that such cure is
not made by the end of such period. In the event that the
parties dispute either the existence of a material breach or
the adequacy of attempted cure, and either party submits such
dispute to arbitration under Paragraph 15.09 hereof, the
termination shall not be deemed effective until the arbitrator
renders a final decision finding an uncured material breach.
14. Bankruptcy. If either party files a petition in
bankruptcy (or is the subject of an involuntary petition in
bankruptcy that is not dismissed within sixty (60) days after
the effective filing date thereof); or is or becomes insolvent;
or enters into any formal arrangement with its creditors, or
ceases doing business in the ordinary course; or admits of a
general inability to pay its debts as they become due; then the
other party shall have the right to terminate this Agreement
upon fifteen (15) days written notice.
15. General Provisions.
15.01 Entire Agreement. This Agreement, together with
the Exhibits hereto, collectively set forth the entire agreement
and understanding between the parties hereto with respect to
the subject matter hereof and, except as specifically provided
herein, supersede and merge all prior oral and written
agreements, discussions and understandings between the parties
with respect to the subject matter hereof, and neither of the
parties shall be bound by any conditions, inducements or
representations other than as expressly provided for herein.
15.02 Independent Contractors. In making and performing
this Agreement, Bentley and Intergraph act and shall act at all
times as independent contractors and nothing contained in this
Agreement shall be construed or implied to create an agency,
partnership or employer and employee relationship between
Bentley and Intergraph. At no time shall either party make
commitments or incur any charges or expenses for or in the name
of the other party.
15.03 Notices. Any notice required or permitted to be
given hereunder, shall, except where specifically provided
otherwise, be given in writing to the person listed below by
registered mail or overnight delivery service, and the date
upon which any such notice is received at the designated
address shall be deemed to be the date of such notice. Any
notice shall be delivered as follows:
If to Intergraph: Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894
Attention: James W. Meadlock
President
If to Bentley: Bentley Systems, Inc.
690 Pennsylvania Drive
Exton, Pennsylvania 19341
Attention: Keith Bentley,
President
or addressed to such other address as that party may have given
by written notice in accordance with this provision.
15.04 Amendments; Modifications. This Agreement may not
be amended or modified except in a writing duly executed by the
parties hereto.
15.05 Assignment. Neither party shall assign this
Agreement, or any part thereof, without the prior written
consent of the other party.
15.06 Severability. The provisions of this Agreement
shall be severable, and if any of them are held invalid or
unenforceable for any reason, such provision shall be adjusted
to the minimum extent necessary to cure such invalidity. The
invalidity or unenforceability of one or more of the provisions
contained in this Agreement shall not affect any other
provisions of this Agreement.
15.07 Waivers. Any delay or forbearance by either party
in exercising any right hereunder shall not be deemed a waiver
of that right.
15.08 Governing Law. This Agreement shall be governed
by and interpreted in accordance with the substantive laws of
the State of Delaware.
15.09 Arbitration. In the event of a dispute between
the parties arising under this Agreement, the parties shall
submit to binding arbitration before a single arbitrator in
Wilmington, Delaware, under the Commercial Arbitration Rules of
the American Arbitration Association, except that temporary
restraining orders or preliminary injunctions, or their
equivalent in any country of the world, may be obtained from
any court of competent jurisdiction. The pre-hearing and
hearing proceedings in the arbitration shall be generally
governed by the Federal Rules of Civil Procedure and the
judicial precedent interpreting those rules. The decision of
the arbitrator shall be final and binding with respect to the
dispute subject to the arbitration and shall be enforceable in
any court of competent jurisdiction. Each party shall bear its
own expenses, attorney's fees and costs incurred in such
arbitration.
15.10 Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one Agreement.
15.11 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one
party more strictly than against the other.
15.12 Confidentiality of Agreement. The detailed terms
of this Agreement shall remain confidential. In no event shall
either party disclose the detailed terms of this Agreement
without the prior written consent of the other party; provided,
however, each of the parties may announce publicly the
framework of this Agreement without consent of the other party.
15.13 Headings. The headings in this Agreement are
inserted merely for the purpose of convenience and shall not
affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each of the parties has executed
this Agreement as of the date and year first above written.
ATTEST: BENTLEY SYSTEMS, INCORPORATED
/s/ Jennifer S. Ware BY: /s/ Keith Bentley
-------------------- ---------------------------
TITLE: /s/ President
---------------------------
ATTEST: INTERGRAPH CORPORATION
/s/ Marcus B. Maddox BY: /s/ T.D. Steele
-------------------- ---------------------------
TITLE: /s/ President, Intergraph Software
---------------------------
Solutions
EXHIBIT A
EUROPEAN LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
-------------------------------------------------
THIS AGREEMENT is entered into this 16th day of December,
1994, by and between INTERGRAPH CORPORATION ("Intergraph"), a
Delaware corporation having its principal office and place of
business at One Madison Industrial Park, Huntsville, Alabama
35894, and BENTLEY SYSTEMS, INCORPORATED ("Bentley"), a
Delaware corporation having its principal office and place of
business at 690 Pennsylvania Drive, Exton, Pennsylvania 19431.
W I T N E S S E T H:
WHEREAS, pursuant to Paragraph 3.04 of the Business
Relations Agreement dated May 2, 1994, between Bentley and
Intergraph, Bentley has elected to exercise its option to
purchase Intergraph's interest in the Italian, Spanish, French
and German translation of the documentation and machine-
readable information prepared by Donnelley Language Service
("DLS") for Intergraph for the MicroStation software, as well
as the Finnish translation and any other translation to be
mutually agreed.
NOW, THEREFORE, intending to be legally bound, the
parties hereto agree as follows:
1. Definition. As used herein, "Translations" means the
Italian, Spanish, French, German and Finnish foreign language
translation, as well as any other translation to be mutually
agreed, of the documentation, machine-readable information and
resource files for all versions of MicroStation operating on
any hardware or software platform, including without limitation
the MicroStation Windows NT-specific, MicroStation DOS-specific
and MicroStation Clipper-specific as well as German HP-specific
documentation and resource files.
2. Grant. Intergraph hereby grants, assigns and conveys
to Bentley all of Intergraph's right, title and interest
whatsoever, including without limitation all of Intergraph's
copyrights and other intellectual property rights, in and to
the Translations, together with the right to sue for past
infringement of the Translations.
3. Delivery of Materials. Within seven (7) days after the
execution of this Agreement, Intergraph shall deliver to
Bentley on one or more diskettes an electronic copy and two
paper copies of the Clipper-specific, DOS-specific and Windows
NT-specific as well as the German HP-specific versions of the
Translations, together with a copy of the written assignments
of the copyrights in and to the Translations from DLS to
Intergraph.
4. Payment.
(a) Bentley shall compensate Intergraph for the
rights granted herein up to an amount representing seventy
percent (70%) of the documented direct costs (as set forth in
Exhibit A1 hereto) incurred by Intergraph to prepare the
various Translations as set out hereunder:
- German:
Bentley's invoices to Intergraph for German kits of
MicroStation Version 5 shall not bear the four
percent (4%) mark-up for the translation until the
earliest of December 31, 1996 or until the cumulative
sum of the number of kits times four percent (4%) of
U.S. list price is equal to seventy percent (70%) of
the amount of the respective Translation mentioned in
Exhibit A1.
- Spanish, French, Italian and Finnish:
Bentley's invoices to Intergraph for Spanish, French,
Italian and Finnish kits of MicroStation Version 5
and PowerDraft shall bear the four percent (4%) mark-
up and shall show a credit of Three Hundred Dollars
(U.S.) ($300) per kit until the earlier of December
31, 1996 or when the cumulative sum of the number of
kits times Three Hundred Dollars (U.S.) ($300) is
equal to seventy percent (70%) of the amount of the
respective Translation mentioned in Exhibit A1.
(b) In addition, Bentley shall grant a credit of
Three Hundred Dollars (U.S.) ($300) to Intergraph for each kit
of MicroStation Version 5 directly or indirectly sold by
Bentley in Italy and Finland until the earlier of December 31,
1996, or when the respective cumulative sum is equal to the
above seventy percent (70%). This does not apply to sales by
Intergraph since such is covered in the previous paragraph.
5. Other Translations.
(a) Intergraph will make available for inspection by
Bentley any MicroStation Version 5 Translation for Swedish,
Polish, Czech/Slovakian, Hungarian, Russian/ Ukrainian, along
with documentation of Intergraph's costs and rights for same.
At Bentley's election, Intergraph shall promptly assign to
Bentley its entire right, title and interest whatsoever in and
to each Translation that Bentley elects to acquire. In the
event of an assignment of any such Translation, Bentley
invoices for MicroStation Version 5 and PowerDraft kits in such
language shall also show a credit of Three Hundred Dollars
(U.S.) ($300) for each kit, until the earlier of December 31,
1996 or (for each language respectively) when the cumulative
sum of the number of kits times Three Hundred Dollars ($300) is
equal to seventy percent (70%) of Intergraph's documented costs
(per Exhibit A1) for such language Translation.
(b) In addition, Bentley shall grant to Intergraph a
credit of Three Hundred Dollars (U.S.) ($300) for each kit of
MicroStation Version 5 directly or indirectly sold by Bentley
in Sweden, Poland, Czech Republic, Slovakia, Hungary, Russia
and Ukraine until the earlier of December 31, 1996, or when the
respective cumulative sum is equal to the above seventy percent
(70%).
6. Glossaries. Intergraph hereby grants to Bentley the
non-exclusive right to use the glossaries for the above
languages developed by Intergraph, and the software tools to
utilize same, with basic instruction and perpetual rights to
use such tools at material and instruction costs.
7. Execution of Documents. Intergraph shall perform acts
and execute documents, at Bentley's expense and request, which are
reasonably necessary to transfer or perfect in Bentley the
rights granted by Intergraph to Bentley herein.
8. Warranty. Intergraph represents and warrants to Bentley
that (a) it has paid DLS in full for the preparation of the
relevant Clipper-specific, DOS-specific and Windows NT-specific
as well as German HP-specific versions of the Translations, and
has received from DLS an assignment of the copyrights for such
translations; (b) it is the owner of the relevant Clipper-
specific, DOS-specific and Window NT-specific as well as German
HP-specific versions of the Translations, including all
intellectual property rights therein; (c) it has the right,
power and authority to grant the rights granted under this
Agreement and fully perform its obligations hereunder; and (d)
it has not, as of the date hereof, received notice of a claim
that the Translations infringe any patent, copyright or other
intellectual property right anywhere in the world or that any
third party has any proprietary interest in or to the
Translations.
9. DLS. The parties shall provide instructions to DLS in
accordance with this Agreement upon its execution.
10. General Provisions.
10.01 Entire Agreement. This Agreement, together
with the Exhibits hereto, collectively set forth the entire
agreement and understanding between the parties hereto with
respect to the purchase of the Translations and, except as
specifically provided herein, supersede and merge all prior
oral and written agreements, including the Agreement dated
December 7, 1994, between Intergraph and Bentley Systems
Europe, discussions and understandings between the parties with
respect to the subject matter hereof, and neither of the
parties shall be bound by any conditions, inducements or
representations other than as expressly provided for herein.
10.02 Independent Contractors. In making and
performing this Agreement, Bentley and Intergraph act and shall
act at all times as independent contractors and nothing
contained in this Agreement shall be construed or implied to
create an agency, partnership or employer and employee
relationship between Bentley and Intergraph. At no time shall
either party make commitments or incur any charges or expenses
for or in the name of the other party.
10.03 Notices. Any notice required or permitted to
be given hereunder, shall, except where specifically provided
otherwise, be given in writing to the person listed below by
registered mail or overnight delivery service, and the date
upon which any such notice is received at the designated
address shall be deemed to be the date of such notice. Any
notice shall be delivered as follows:
If to Intergraph: Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894
Attention: James W. Meadlock
President
If to Bentley: Bentley Systems, Inc.
690 Pennsylvania Drive
Exton, Pennsylvania 19341
Attention: Keith Bentley,
President
or addressed to such other address as that party may have given
by written notice in accordance with this provision.
10.04 Amendments; Modifications. This Agreement may
not be amended or modified except in a writing duly executed by
the parties hereto.
10.05 Assignment. Neither party shall assign this
Agreement, or any part thereof, without the prior written
consent of the other party.
10.06 Severability. The provisions of this Agreement
shall be severable, and if any of them are held invalid or
unenforceable for any reason, such provision shall be adjusted
to the minimum extent necessary to cure such invalidity. The
invalidity or unenforceability of one or more of the provisions
contained in this Agreement shall not affect any other
provisions of this Agreement.
10.07 Waivers. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a
waiver of that right.
10.08 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the substantive laws of
the State of Delaware.
10.09 Arbitration. In the event of a dispute between
the parties arising under this Agreement, the parties shall
submit to binding arbitration before a single arbitrator in
Wilmington, Delaware, under the Commercial Arbitration Rules of
the American Arbitration Association, except that temporary
restraining orders or preliminary injunctions, or their
equivalent in any country of the world, may be obtained from
any court of competent jurisdiction. The pre-hearing and
hearing proceedings in the arbitration shall be generally
governed by the Federal Rules of Civil Procedure and the
judicial precedent interpreting those rules. The decision of
the arbitrator shall be final and binding with respect to the
dispute subject to the arbitration and shall be enforceable in
any court of competent jurisdiction. Each party shall bear its
own expenses, attorney's fees and costs incurred in such
arbitration.
10.10 Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one Agreement.
10.11 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one
party more strictly than against the other.
10.12 Confidentiality of Agreement. The detailed
terms of this Agreement shall remain confidential. In no event shall
either party disclose the detailed terms of this Agreement
without the prior written consent of the other party; provided,
however, each of the parties may announce publicly the
framework of this Agreement without consent of the other party.
10.13 Headings. The headings in this Agreement are
inserted merely for the purpose of convenience and shall not
affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each of the parties has executed
this Agreement as of the date and year first above written.
ATTEST: BENTLEY SYSTEMS, INCORPORATED
/s/ Jennifer S. Ware BY:/s/ Keith Bentley
-------------------- ------------------------
Title: /s/ President
--------------------
ATTEST: INTERGRAPH CORPORATION
/s/ Marcus B. Maddox BY: /s/ T.D. Steele
-------------------- -------------------
TITLE: /s/ President, Intergraph Software
-----------------------------------------
Solutions
-----------------
EXHIBIT A1
TO
EUROPEAN LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
---------------------------------------------------
Foreign Language Translations
Full Intergraph costs (as agreed between the parties)
French
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MicroStation Resource Files (Intergraph internal)
$ 31,293.00
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelly Language Solutions) $157,166.50
German
------
MicroStation Resource Files (Intergraph internal)
$ 27,815.00
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelly Language Solutions) $157,166.50
Italian
-------
MicroStation Resource Files (Intergraph internal)
$ 31,115.00
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelly Language Solutions) $157,166.50
Spanish
-------
MicroStation Resource Files (Intergraph internal)
$ 15,094.00
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelly Language Solutions) $157,166.50
Finnish
-------
MicroStation Resource Files $ 70,000.00
and all available MicroStation documentation
including derived Help Files
Swedish
-------
- External costs 468.062 SEK
- Internal Labor 186.000 SEK
-----------
654.062 SEK = $ 88,260.00
70% $ 61,782.00
Available Translations:
-----------------------
MicroStation Resource Files
MicroStation On-line Help (in electronic format)
MicroStation Reference Manual
Introducing MicroStation PC (in electronic format)
Russian/Ukraine
----------------
- External costs 4.100 US$
- Labor costs 10.500 US$
- Courses and overhead 1.000 US$
----------
15.600 US$
70% $ 10,920.00
Available Translations:
------------------------
MicroStation Resource Files
MicroStation On-line Help
MicroStation full documentation
Czech/Slovak
------------
- External costs 14.200 US$
- Labor costs 27.200 US$
----------
41.400 US$ 70% $ 28,980.00
Available Translations:
-----------------------
MicroStation Resource Files
MicroStation Installation notes and dictionary
MicroStation Czech installation program with
four (4) installation diskettes
Polish
------
- External costs 21.000 US$
- Labor costs 3.500 US$
----------
24.500 US$ 70% $ 17,150.00
Available Translations:
------------------------
MicroStation On-line Help
MicroStation Polish fonts raster and vector
MicroStation full documentation
(all in electronic format)
EXHIBIT B TO DECEMBER AGREEMENT
AMENDMENT TO DISTRIBUTION AGREEMENT
-----------------------------------
THIS AMENDMENT to the Distribution Agreement dated
May 2, 1994 (this "Amendment"), is entered into this 16th day
of December, 1994, by and between INTERGRAPH CORPORATION
("Intergraph"), a Delaware corporation having its principal
office and place of business at One Madison Industrial Park,
Huntsville, Alabama 35894, and BENTLEY SYSTEMS, INCORPORATED
("Bentley"), a Delaware corporation having its principal office
and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19431.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into a series of
written agreements dated May 2, 1994, including a Distribution
Agreement (the "Agreement") and an OEM Software License
Agreement for MicroStation V5 Runtime Engine ("OEM Agreement");
and
WHEREAS, the parties have agreed to cancel and
terminate the OEM Agreement and to enter into this Amendment to
provide for special pricing to Intergraph for MicroStation
Product Kits distributed by Intergraph with a minimum number of
units of specified software applications.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereto agree as follows:
1. Definitions. The following words, terms and phrases
shall in this Agreement have the following meaning:
1.01 "Approved Application" means an Intergraph
application software product set forth in Exhibit A hereto (as
may be amended from time to time to add additional applications
with the written consent of Bentley) and that meets each of the
following criteria:
(a) it must have been developed by Intergraph
(but may contain third-party content comprising less than fifty
percent (50%) of the object code), or Intergraph must hold the
exclusive right to distribute it to all end users in the United
States;
(b) it must prerequisite MicroStation (that is,
technically require MicroStation for its operation);
(c) it must have been, and must continue to
be, actively marketed, licensed and distributed as a product to
end users and resellers for operation with MicroStation, even
if also available in the form of an Application Bundle; and
(d) Bentley and Intergraph must agree that it
demonstrates "Significant Value Added," as to its Intergraph
value content, to an extent at least on the order of existing
Intergraph applications having a U.S. list price exceeding One
Thousand Dollars ($1,000) and meeting the criteria of (a)
through (c) above. For application products solely developed
by Intergraph (or for which Intergraph holds the exclusive
distribution right to all end users in the United States), the
bona fide U.S. list price shall be considered to measure the
Intergraph value content.
1.02 "Application Bundle" means a bundled software
product distributed by Intergraph consisting of an Approved
Application together with a MicroStation Kit.
1.03 "MicroStation Kit" means a Kit (as defined in
the Agreement) for the then-current version of the product
"MicroStation" distributed by Bentley.
1.04 "Significant Value Added" means vertical
application software that provides significant functions not
available through MicroStation alone. Such application
software should combine the functionality of MicroStation in
novel ways, enhance the basic capabilities of MicroStation, and
otherwise provide "higher" level functions.
2. Application Bundle: Criteria. Notwithstanding
Paragraph 5.03 of the Agreement, the price payable by
Intergraph to Bentley for purchase of a MicroStation Kit shall
be that set forth in Paragraph 3 of this Amendment where:
a. said MicroStation Kit is licensed to end users as
part of an Application Bundle;
b. the US List Price for said Application Bundle is
greater than or equal to Five Thousand Dollars (U.S.) ($5,000);
c. the discounts offered by Intergraph to
distributors, resellers and end-users on the Application Bundle
are no greater than the discounts offered by Intergraph on its
other application software products; and
d. the MicroStation licenses distributed as part of
the Application Bundles are not separately identified on either
(i) any Intergraph quotation or (ii) the distributor, reseller
or end-user purchase order.
3. Quantity Commitments; Discounts on MicroStation Kits
for Bundled Applications.
(a) Intergraph shall furnish to Bentley within ten
(10) days of the date hereof in writing a list setting forth
the unit quantities of each Application Bundle based on the
Approved Applications set forth in Exhibit "A" hereto that
Intergraph shall commit to distribute during calendar year
1995. The foregoing quantity figures shall be placed next to
the corresponding Approved Applications in Exhibit "A", and
made part of this Amendment. The cumulative total distribution
commitment by Intergraph for 1995 for the Application Bundles
based upon the Approved Applications set forth in Exhibit "A"
shall equal or exceed five thousand (5,000) copies. Exhibit
"A" may, with the written consent of Bentley, be amended from
time to time to set forth additional Approved Applications.
(b) The price payable by Intergraph to Bentley
during a calendar year for a MicroStation Kit for distribution
by Intergraph as part of each Approved Application identified
in Exhibit A hereto ("Application Bundle Product") shall be
based on the number of kits Intergraph commits in writing to
purchase during such calendar year for distribution as part of
said Application Bundle Product, and shall be expressed as a
discount (the "Bundled Application Volume Discounts") to the
price to Intergraph for such Kits set forth in Paragraph 5.03
of the Agreement. The "Bundled Application Volume Discounts"
shall be divided into four categories as follows:
(i) Where Intergraph commits in writing to purchase a
minimum of two hundred (200), but not more than three hundred
ninety-nine (399), MicroStation Kits for distribution as part
of an Application Bundle Product, Intergraph shall receive a
Fourteen and One-Quarter Percent (14.25%) discount from the
price for each such Kit set forth in the Agreement. By way of
example, if the US List Price of each MicroStation Kit during
1995 is Three Thousand Seven Hundred Ninety Dollars ($3,790),
then the price payable by Intergraph in 1995 shall be One
Thousand Three Hundred Dollars ($1,300) for each Kit
distributed as part of an Application Bundle Product for which
Intergraph has made a minimum commitment of between two hundred
(200) and three hundred ninety-nine (399) Kits.
(ii) Where Intergraph commits in writing to purchase
a minimum of four hundred (400), but not more than five hundred
ninety-nine (599), MicroStation Kits for distribution as part
of an Application Bundle Product, Intergraph shall receive a
Thirty-Four and Four One-Hundredths Percent (34.04%) discount
from the price for each such Kit set forth in the Agreement.
By way of example, if the US List Price of each MicroStation
Kit during 1995 is Three Thousand Seven Hundred Ninety Dollars
($3,790), then the price payable by Intergraph in 1995 shall be
One Thousand Dollars ($1,000) for each Kit distributed as part
of an Application Bundle Product for which Intergraph has made
a minimum commitment of between four hundred (400) and five
hundred ninety-nine (599) Kits.
(iii) Where Intergraph commits in writing to purchase
a minimum of six hundred (600), but not more than nine hundred
ninety-nine (999), MicroStation Kits for distribution as part
of an Application Bundle Product, Intergraph shall receive a
Forty-Three and Ninety-Three One-Hundredths Percent (43.93%)
discount from the price for each such Kit set forth in the
Agreement. By way of example, if the US List Price of each
MicroStation Kit during 1995 is Three Thousand Seven Hundred
Ninety Dollars ($3,790), then the price payable by Intergraph
in 1995 shall be Eight Hundred Fifty Dollars ($850) for each
Kit distributed as part of an Application Bundle Product for
which Intergraph has made a minimum commitment of between six
hundred (600) and nine hundred ninety-nine (999) Kits.
(iv) Where Intergraph commits in writing to purchase
a minimum of one thousand (1000) MicroStation Kits for license
as part of an Application Bundle Product, Intergraph shall
receive a Fifty and Fifty-Three One-Hundredths Percent (50.53%)
discount from the price for each such Kit set forth in the
Agreement. By way of example, if the US List Price of each
MicroStation Kit during 1995 is Three Thousand Seven Hundred
Ninety Dollars ($3,790), then the price payable by Intergraph
in 1995 shall be Seven Hundred Fifty Dollars ($750) for each
Kit distributed as part of an Application Bundle Product for
which Intergraph has made a minimum commitment of one thousand
(1000) Kits.
4. Order Procedure.
(a) The procedures pursuant to which Intergraph
shall order, purchase and make payment to Bentley for
MicroStation Kits distributed as part of an Application Bundle
Product shall be those set forth in the Distribution Agreement.
(b) For each Application Bundle Product, Intergraph
shall purchase a minimum of twenty-five percent (25%) of the
committed annual number of MicroStation Kits on or before March
31, fifty percent (50%) of the committed annual number of Kits
on or before June 30, seventy-five percent (75%) of the
committed annual number of Kits on or before September 30, and
one hundred percent (100%) of the committed annual number of
Kits on or before December 31 as a condition to payment by
Bentley of the rebate set forth in Paragraph 6 below. In the
event cumulative purchases by Intergraph of Kits for
distribution with an Application Bundle Product do not, at the
end of any calendar quarter, meet the foregoing minimum
purchase requirements, Intergraph shall purchase from Bentley
within ten (10) days after the end of each calendar quarter a
sufficient number of additional licenses for inventory
("Application Bundle Inventory") in order to meet or exceed its
cumulative minimum purchase commitment as of the end of such
quarter. Intergraph shall not be obliged to take delivery of
physical Kits for such additional licenses for Application
Bundle Inventory, provided, however, in the event Intergraph
elects to accept delivery of physical Kits, it shall segregate
and account for its inventory of such Kits with respect to each
Application Bundle Product for which it has accepted delivery
of such Kits. Intergraph may
distribute Kits purchased for Application Bundle Inventory
hereunder only as part the Application Bundle Product for which
Intergraph has purchased them, unless and until Intergraph pays
to Bentley the difference between the price actually paid by
Intergraph and the total price otherwise payable to Bentley if
all such Kits for said Application Bundle Product been
purchased at the standard price set forth in the Agreement.
5. Reports; Records; Audit.
(a) Intergraph shall, during the term of the
Agreement and for so long thereafter as Intergraph continues to
distribute Application Bundles or maintains any Application
Bundle Inventory, furnish to Bentley within thirty (30) days
after the end of each calendar quarter a written distribution
report setting forth, by Application Bundle Product, the serial
number of each MicroStation Kit distributed as part of each
Application Bundle during such quarter, together with the date
of license, the identity of the licensee and a contact person
for such licensee, and the site to which the Kit was shipped.
Such report shall also indicate, for each such Application
Bundle Product, the number of Kits purchased by Intergraph from
Bentley during such quarter and the number distributed by
Intergraph from the Application Bundle Inventory. Bentley
acknowledges that Intergraph does not currently have the
technical capability to furnish Bentley with the serial number
of each MicroStation Kit distributed as part of an Application
Bundles. Intergraph shall use best efforts to develop such
capability and shall thereafter furnish Bentley with such
serial number information.
(b) Intergraph shall maintain complete and accurate
records of the distribution of Application Bundles to permit
Bentley to determine whether Intergraph has complied with its
obligations hereunder. Intergraph shall, upon ten (10) days
advance written notice by Bentley, permit reasonable inspection
of such records by Bentley or a third-party auditor retained by
Bentley at the offices of Intergraph during normal working
hours. Bentley shall maintain in confidence all information
contained in or derived from such records. The cost of any
audit shall be borne solely by Bentley. This provision shall
survive the termination of the Agreement for a period of one
(1) year after the date of receipt by Bentley of the last
quarterly distribution report under subparagraph (a).
6. Rebate of Purchase Price on Application Bundles. If,
at the conclusion of a calendar quarter, Intergraph has
satisfied its cumulative minimum quarterly unit purchase
commitment for an Application Bundle Product in compliance with
Paragraph 2 of this Amendment, then Bentley shall, within
thirty (30) days following its receipt of the quarterly
distribution report from Intergraph, compute and furnish to
Intergraph a credit toward future product purchases in an
amount equal to the difference between the price actually paid
by Intergraph for the MicroStation Kits under the Agreement and
the price payable under the terms of this Amendment for Kits
purchased during such quarter for distribution as part of said
Application Bundle Product, less the price of the Kits
purchased by Intergraph to meet its quarterly minimum unit
purchase commitment pursuant to Paragraph 4(b). If the
quarterly distribution report shows that Intergraph has
distributed Kits from Application Bundle Inventory, then
Bentley shall compensate Intergraph by increasing the foregoing
credit by the total actual price previously paid by Intergraph
to Bentley for such Kits. If these calculations yield a
negative figure, Bentley will promptly issue a net invoice to
Intergraph, payable by Intergraph within thirty (30) days.
7. Distribution in Excess of Unit Commitment. In the
event Intergraph purchases in a calendar year, for an
Application Bundle Product, a number of units of MicroStation
Kits for distribution as part of such Application Bundle
Product in excess of the discount category (i.e., Paragraphs
3(b)(i) through 3(b)(iv)) to which Intergraph has previously
committed, then Intergraph shall, for those Kits purchased for
distribution with said Application Bundle Product in excess of
such discount category, receive the higher discount applicable
in the category corresponding with the number of such Kits
actually purchased. The higher discount level shall apply only
to the excess Kits purchased by Intergraph above the category
to which Intergraph committed. By way of example:
(a) if Intergraph commits to purchase a minimum of four
hundred (400), but not more than five hundred ninety-nine
(599), Kits in a calendar year as part of a specific
Application Bundle, but Intergraph in fact purchases seven
hundred (700) Kits, then Intergraph shall pay to Bentley,
assuming a U.S. list price for each Kit of Three Thousand Seven
Hundred Ninety Dollars ($3,790), One Thousand Dollars ($1,000)
for each of the first five hundred ninety-nine (599) Kits and
Eight Hundred Fifty Dollars ($850) for each additional Kit.
(b) if Intergraph commits to purchase a minimum of four
hundred (400), but not more than five hundred ninety-nine
(599), Kits in a calendar year as part of a specific
Application Bundle, but Intergraph in fact purchases eleven
hundred (1100) Kits, then Intergraph shall pay to Bentley,
assuming a U.S. list price for each Kit of Three Thousand Seven
Hundred Ninety Dollars ($3,790), One Thousand Dollars ($1,000)
for each of the first five hundred ninety-nine (599) Kits,
Eight Hundred Fifty Dollars ($850) for each of the next four
hundred (400) Kits, and Seven Hundred Fifty Dollars ($750) for
each of the remaining one hundred one (101) Kits.
8. 1996 Prices. In the event Intergraph purchases
(including purchases for inventory) during 1995 a total of five
thousand (5,000) or more MicroStation Kits for distribution as
part of Application Bundles, then Intergraph shall continue to
receive volume discounts for purchases during 1996 of
MicroStation Kits for distribution as part of Application
Bundles, as set forth below:
(a) If the total unit commitment by Intergraph for
purchases of both MicroStation Kits and MicroStation PowerDraft
Kits during 1996 for distribution as part of Application Bundle
Products is greater than or equal to Fifty Percent (50%) of the
actual total unit volume of both MicroStation Kits and
MicroStation PowerDraft Kits purchased during 1995 for
distribution as part of Application Bundle Products, then the
baseline price, before volume discounts, for MicroStation Kits
purchased during 1996 for distribution as part of Application
Bundles shall be Fifty-Two Percent (52%) of the US List Price,
plus any surcharge for foreign translations.
(b) If the total unit commitment by Intergraph for
purchases of both MicroStation Kits and MicroStation PowerDraft
Kits during 1996 for distribution as part of Application Bundle
Products is greater than or equal to the actual total unit
volume of both MicroStation Kits and MicroStation PowerDraft
Kits purchased during 1995 for distribution as part of
Application Bundle Products, then the baseline price, before
volume discounts, for MicroStation Kits purchased during 1996
for distribution as part of Application Bundles shall be Forty-
Six Percent (46%) of the US List Price, plus any surcharge for
foreign translations.
(c) If the total unit commitment by Intergraph for
purchases of both MicroStation Kits and MicroStation PowerDraft
Kits during 1996 for distribution as part of Application Bundle
Products is greater than or equal to One Hundred Fifty Percent
(150%) of the actual total unit volume of both MicroStation
Kits and MicroStation PowerDraft Kits purchased during 1995 for
distribution as part of Application Bundle Products, then the
baseline price, before volume discounts, for MicroStation Kits
purchased during 1996 for distribution as part of Application
Bundles shall be Forty Percent (40%) of the US List Price, plus
any surcharge for foreign translations.
(d) If the total unit commitment by Intergraph for
purchases of both MicroStation Kits and MicroStation PowerDraft
Kits during 1996 for distribution as part of Application Bundle
Products is less than fifty percent (50%) of the actual total
unit volume of both MicroStation Kits and MicroStation
PowerDraft Kits purchased during 1995 for distribution as part
of Application Bundle Products, then the prices for
MicroStation Kits set forth in the Distribution Agreement shall
apply.
9. Distribution in Japan and Korea. Notwithstanding the
limitations contained in Paragraph 2.01(a) of the Agreement,
Intergraph shall have a non-transferable non-exclusive right to
distribute Product Kits in Japan and Korea through Distributors
and Resellers and directly to End Users during the period
January 1, 1995, through December 31, 1996.
10. Demonstration; Loan.
(a) Intergraph shall have the right to use Product
Kits, as defined in the Agreement, for demonstrations to
prospective end users of Bundled Applications and for training.
(b) Intergraph shall have the right to loan Product
Kits, as defined in the Agreement, to prospective end users of
Bundled Applications upon the terms and conditions set forth in
Paragraph 2.05 of the Agreement.
11. Trademarks. Intergraph shall have the right to
market the Application Bundle Products under any name of its
choosing, provided, however, Intergraph shall identify Bentley
as the owner of MicroStation and designate the Application
Bundle Products as containing Bentley's MicroStation product by
labeling each such Product, and advertising and promotional
materials therefor, with the "MicroStation Powered" logo, and
shall do so in accordance with the existing standards prepared
by Intergraph. Intergraph shall also comply with the
standards set forth in Exhibit "B" hereto. Intergraph shall
request and use reasonable diligence to ensure compliance
herewith by all of its distributors and resellers.
All other terms and conditions of the Distribution
Agreement shall remain unchanged.
IN WITNESS WHEREOF, each of the parties has executed
this Amendment as of the date and year first above written.
ATTEST: BENTLEY SYSTEMS, INCORPORATED
/s/ Jennifer S. Ware BY: /s/ Keith Bentley
-------------------- ------------------------
TITLE: /s/ President
------------------------
ATTEST: INTERGRAPH CORPORATION
/s/ Marcus B. Maddox BY: /s/ T.D. Steele
-------------------- ------------------------
TITLE: /s/ President, Intergraph Software
------------------------
Solutions
------------------------
EXHIBIT "A" TO AMENDMENT TO DISTRIBUTION AGREEMENT
--------------------------------------------------
Minimum Annual Volume
Product Commitment (1995)
-------------------------------------------------
InXpress
InRoads
SiteWorks
Project Architect
MGE Nucleus
MGE PC1/PC2
I/Call
I/Dispatch
FRAMME
FRAMME Lite
I/GEOVEC
WireWorks
FrameWorks
FieldWorks
CogoWorks
EXHIBIT B TO AMENDMENT TO DISTRIBUTION AGREEMENT
------------------------------------------------
Intergraph shall acknowledge the use of MicroStation in all
advertisements and promotional materials for Application Bundle
Products and on the box, if any, for such Products by including
the following statements:
MicroStation (registered trademark) Copyright Bentley Systems, Incorporated
"MicroStation Field (registered trademark)", "MicroStation Modeler (registered
trademark)", "MicroStation PowerDraft (registered trademark)" "MicroStation
Powered" and "MicroStation Review (registered trademark)" are a registered*
trademarks of Bentley Systems, Incorporated
MicroStationCSP (SM) is a service mark of Bentley Systems,
Incorporated
"MicroStation (registered trademark)" is the registered trademark of Bentley
Systems, Incorporated
* (to be added at such time as Bentley receives registration
for this trademark)
In connection with its distribution of Applications Bundle
Products, Intergraph shall comply in all respects with a
certain Amended License Agreement between the parties dated
January 28, 1993 relating to the trademark "MICROSTATION." In
the event of any conflict between the trademark provisions of
the Distribution Agreement and those of the Amended License
Agreement, the provisions of the Distribution Agreement shall
control.
In addition, Intergraph shall comply with the following
requirements:
BENTLEY SYSTEMS, INCORPORATED trademarks, service marks and
trade names shall be used as follows:
MicroStation (registered trademark)
MicroStation CSP(SM)
MicroStation Field (TM)
MicroStation Modeler (TM)
MicroStation PowerDraft (TM)
MicroStation Powered (TM)
MicroStation Review (TM)
Upon registration , Intergraph shall include the appropriate (registered
trademark) symbol to the Bentley trademarks
When the Bentley name and the Company are used, the Bentley
must always be in FULL CAPITALS, bold italic, Caslon 540 and
the Bentley "B" as follows:
[BENTLEY LOGO]
The Bentley "B" is an artistic "B" and will be provided to
Intergraph.
When the Company name is used without the Company logo, it must
always be in FULL CAPITALS, standard type as follows:
BENTLEY SYSTEMS, INCORPORATED
EXHIBIT C TO DECEMBER AGREEMENT
JAPANESE AND KOREAN LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
--------------------------------------------------------------
THIS AGREEMENT is entered into this 16th day of
December, 1994, by and between INTERGRAPH CORPORATION
("Intergraph"), a Delaware corporation having its principal
office and place of business at One Madison Industrial Park,
Huntsville, Alabama 35894, and BENTLEY SYSTEMS, INCORPORATED
("Bentley"), a Delaware corporation having its principal office
and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19431.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into a series of
written agreements dated May 2, 1994, including a Business
Relations Agreement;
WHEREAS, pursuant to Paragraph 3.04 of the Business
Relations Agreement, Bentley received an option to acquire
Intergraph's rights to certain foreign language translations of
MicroStation prepared by or for Intergraph;
WHEREAS, Bentley desires to exercise its option to
purchase Intergraph's interest in the Japanese and Korean
translations of the documentation and machine-readable
information of the MicroStation software;
WHEREAS, the parties hereto have agreed to vary the
terms under which Bentley may exercise such option.
NOW, THEREFORE, intending to be legally bound, the
parties hereto agree as follows:
1. Definitions. As used herein, the following words,
terms and phrases shall have the following meanings:
1.01 "Translations" means the Japanese (Kanji) and
Korean (Hangul) foreign language translations of the
documentation, machine-readable information, and resource files
for all versions of MicroStation operating on any hardware or
software platform, including without limitation the
MicroStation Windows NT-specific, MicroStation DOS-specific and
MicroStation Clipper-specific as well as Japanese NEC-PC-
specific documentation and resource files.
1.02 "Localization Auxiliary Programs" means
auxiliary programs developed by Intergraph or third parties to
facilitate translation and MicroStation usage in the Japanese
and Korean languages, such as keyboard input front-end
processors, and includes source code, object code and
documentation therefor.
1.03 "Auxiliary Translation Materials" means:
(i) the Localization Auxiliary Programs for
Japan and Korea; and
(ii) any other software and documentation,
including without limitation glossaries (and software tools
therefor), all font libraries and resource files, necessary or desirable
for the development and distribution of the foreign language kits
of MicroStation for Japan and Korea.
1.04 "Third-Party Contractor" means a third party
which has entered into a written agreement with Bentley to
prepare Japanese or Korean foreign language translations of
MicroStation, or to manufacture or distribute Japanese or
Korean language kits of MicroStation.
2. Grant.
(a) Intergraph hereby grants, assigns and conveys to
Bentley all of Intergraph's right, title and interest
whatsoever, including without limitation all of Intergraph's
copyrights and other intellectual property rights, in and to
the Translations, together with the right to sue for past
infringement of the Translations.
(b) Intergraph hereby grants to Bentley, its
distributors, resellers and Third-Party Contractors a perpetual
non-exclusive royalty-free worldwide right and license to use,
reproduce, modify, enhance, publicly perform, publicly display,
transmit and distribute to the public as an integral part of a
localized MicroStation product the Auxiliary Translation
Materials.
3. Delivery of Materials. Within the later of (a)
fourteen (14) days after the date of this Agreement, or (b)
seven (7) days after completion of any Translation, Intergraph
shall deliver to Bentley on one or more diskettes an electronic
copy and two paper copies of the Translations and the Auxiliary
Translation Materials, together with a copy of the written
assignments of the copyrights in and to the Translations to
Intergraph.
4. Payment; Documentation. Bentley shall compensate
Intergraph for the rights granted herein as follows:
(a) Bentley's invoices to Intergraph for purchases by
Intergraph of Japanese MicroStation Version 5 kits shall not
include the ten percent (10%) surcharge, as permitted in
Paragraph 5.03(e) of the Distribution Agreement dated May 2,
1994, between the parties, for such translated kits until the
earlier of December 31, 1996, or such time as the cumulative
number of such kits purchased by Intergraph times four percent
(4%) of the U.S. list price for MicroStation is equal to
seventy percent (70%) of the documented direct costs (as set
forth in Exhibit A hereto) incurred by Intergraph to prepare
the Japanese Translations.
(b) Bentley's invoices to Intergraph for purchases by
Intergraph of Korean MicroStation Version 5 kits shall not
include the ten percent (10%) surcharge, as permitted in
Paragraph 5.03(e) of the Distribution Agreement dated May 2,
1994, between the parties, for such translated kits until the
earlier of December 31, 1996, or such time as the cumulative
number of such kits purchased by Intergraph times four percent
(4%) of the U.S. list price for MicroStation is equal to
seventy percent (70%) of the documented direct costs (as set
forth in Exhibit A hereto) incurred by Intergraph to prepare
the Korean Translations.
(c) Upon written request by Bentley, Intergraph shall
permit reasonable inspection by Bentley or a third-party
auditor retained by Bentley of all of its documentation
supporting the direct costs of the Translations.
5. Execution of Documents. Intergraph shall perform acts
and execute documents, at Bentley's expense and request, which
are reasonably necessary to transfer or perfect in Bentley the
rights granted by Intergraph to Bentley herein.
6. Warranty. Intergraph represents and warrants to Bentley
that (a) it has paid in full for the preparation of the
Translations and Auxiliary Translation Materials, and has
received from an assignment of the copyrights in each instance
where such materials were prepared by third parties; (b) it is
the owner of the Translations and the Auxiliary Translation
Materials, including all intellectual property rights therein;
(c) it has the right, power and authority to grant the rights
granted under this Agreement and fully perform its obligations
hereunder; and (d) it has not, as of the date hereof, received
notice of a claim that the Translations or Auxiliary
Translation Materials infringe any patent, copyright or other
intellectual property right anywhere in the world or that any
third party has any proprietary interest in or to the Translations
or Auxiliary Translation Materials.
7. Instructions. The parties shall provide instructions to
Bentley's Third-Party Contractor in accordance with this
Agreement upon its execution.
8. Termination for Material Breach. Either party may, at
its option, terminate this Agreement in the event of a material
breach by the other party. Such termination may be effected
only through a written notice to the other party, specifically
identifying the breach or breaches on which termination is
based. Following receipt of such notice, the party in breach
shall have sixty (60) days to cure such breach or breaches, and
this Agreement shall terminate in the event that such cure is
not made by the end of such period. In the event that the
parties dispute either the existence of a material breach or
the adequacy of attempted cure, and either party submits such
dispute to arbitration under Paragraph 10.09 hereof, the
termination shall not be deemed effective until the arbitrator
renders a final decision finding an uncured material breach.
9. Bankruptcy. If either party files a petition in
bankruptcy (or is the subject of an involuntary petition in
bankruptcy that is not dismissed within sixty (60) days after
the effective filing date thereof); or is or becomes insolvent;
or enters into any formal arrangement with its creditors, or
ceases doing business in the ordinary course; or admits of a
general inability to pay its debts as they become due; then the
other party shall have the right to terminate this Agreement
upon fifteen (15) days written notice.
10. General Provisions.
10.01 Entire Agreement. This Agreement, together
with the Exhibits hereto, collectively set forth the entire
agreement and understanding between the parties hereto with
respect to the purchase of the Translations and license of the
Auxiliary Translation Materials and, except as specifically
provided herein, supersede and merge all prior oral and written
agreements, discussions and understandings between the parties
with respect to the subject matter hereof, and neither of the
parties shall be bound by any conditions, inducements or
representations other than as expressly provided for herein.
10.02 Independent Contractors. In making and
performing this Agreement, Bentley and Intergraph act and shall
act at all times as independent contractors and nothing
contained in this Agreement shall be construed or implied to
create an agency, partnership or employer and employee
relationship between Bentley and Intergraph. At no time shall
either party make commitments or incur any charges or expenses
for or in the name of the other party.
10.03 Notices. Any notice required or permitted to
be given hereunder, shall, except where specifically provided
otherwise, be given in writing to the person listed below by
registered mail or overnight delivery service, and the date
upon which any such notice is received at the designated
address shall be deemed to be the date of such notice. Any
notice shall be delivered as follows:
If to Intergraph: Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894
Attention: James W. Meadlock
President
If to Bentley: Bentley Systems, Inc.
690 Pennsylvania Drive
Exton,Pennsylvania 19341
Attention: Keith Bentley,
President
or addressed to such other address as that party may have given
by written notice in accordance with this provision.
10.04 Amendments; Modifications. This Agreement may
not be amended or modified except in a writing duly executed by
the parties hereto.
10.05 Assignment. Neither party shall assign this
Agreement, or any part thereof, without the prior written
consent of the other party.
10.06 Severability. The provisions of this Agreement
shall be severable, and if any of them are held invalid or
unenforceable for any reason, such provision shall be adjusted
to the minimum extent necessary to cure such invalidity. The
invalidity or unenforceability of one or more of the provisions
contained in this Agreement shall not affect any other
provisions of this Agreement.
10.07 Waivers. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a
waiver of that right.
10.08 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the substantive
laws of the State of Delaware.
10.09 Arbitration. In the event of a dispute between
the parties arising under this Agreement, the parties shall
submit to binding arbitration before a single arbitrator in
Wilmington, Delaware, under the Commercial Arbitration Rules of
the American Arbitration Association, except that temporary
restraining orders or preliminary injunctions, or their
equivalent in any country of the world, may be obtained from
any court of competent jurisdiction. The pre-hearing and
hearing proceedings in the arbitration shall be generally
governed by the Federal Rules of Civil Procedure and the
judicial precedent interpreting those rules. The decision of
the arbitrator shall be final and binding with respect to the
dispute subject to the arbitration and shall be enforceable in
any court of competent jurisdiction. Each party shall bear its
own expenses, attorney's fees and costs incurred in such
arbitration.
10.10 Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one Agreement.
10.11 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one
party more strictly than against the other.
10.12 Confidentiality of Agreement. The detailed
terms of this Agreement shall remain confidential. In no event
shall either party disclose the detailed terms of this
Agreement without the prior written consent of the other party;
provided, however, each of the parties may announce publicly
the framework of this Agreement without consent of the other
party.
10.13 Headings. The headings in this Agreement are
inserted merely for the purpose of convenience and shall not
affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each of the parties has executed
this Agreement as of the date and year first above written.
ATTEST: BENTLEY SYSTEMS, INCORPORATED
/s/ Jennifer S. Ware BY: /s/ Keith Bentley
--------------------- -----------------------
TITLE: /s/ President
-----------------------
ATTEST: INTERGRAPH CORPORATION
/s/ Marcus B. Maddox BY: /s/ T.D. Steele
-------------------- -----------------------
TITLE: /s/ President, Intergraph Software
-----------------------
Solutions
-----------------------
EXHIBIT A
TO
JAPANESE AND KOREAN LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
------------------------------------------------------------
Japanese
--------
MicroStation Resource Files
MicroStation DOS-specific Documentation
MicroStation Windows NT-specific Documentation
MicroStation Clipper-specific Documentation
MicroStation NEC-PC-specific Documentation
TOTAL: $560,000 (U.S.)
Korean
------
MicroStation Resource Files
MicroStation DOS-specific Documentation
MicroStation Windows NT-specific Documentation
MicroStation Clipper-specific Documentation
TOTAL: $210,000 (U.S.)
EXHIBIT D TO DECEMBER AGREEMENT
CHINESE AND TAIWANESE LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
--------------------------------------------------------------
THIS AGREEMENT is entered into this 16th day of
December, 1994, by and between INTERGRAPH CORPORATION
("Intergraph"), a Delaware corporation having its principal
office and place of business at One Madison Industrial Park,
Huntsville, Alabama 35894, and BENTLEY SYSTEMS, INCORPORATED
("Bentley"), a Delaware corporation having its principal office
and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19431.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into a series of
written agreements dated May 2, 1994, including a Business
Relations Agreement;
WHEREAS, pursuant to Paragraph 3.04 of the Business
Relations Agreement, Bentley received an option to acquire
Intergraph's rights to certain foreign language translations of
MicroStation prepared by or for Intergraph;
WHEREAS, Bentley desires to exercise its option to
purchase Intergraph's interest in the foreign language
translations of the documentation and machine-readable
information of the MicroStation software for China and Taiwan;
WHEREAS, the parties hereto have agreed to vary the
terms under which Bentley may exercise such option.
NOW, THEREFORE, intending to be legally bound, the
parties hereto agree as follows:
1. Definitions. As used herein, the following words, terms
and phrases shall have the following meanings:
1.01 "Translations" means the foreign language
translations for China and Taiwan of the documentation, machine-
readable information and resource files for all versions of
MicroStation operating on any hardware or software platform,
including without limitation the MicroStation Windows NT-
specific, MicroStation DOS-specific and MicroStation Clipper-
specific documentation and resource files.
1.02 "Localization Auxiliary Programs" means
auxiliary programs developed by Intergraph or third parties to
facilitate translation and MicroStation usage in the Chinese
and Taiwanese languages, such as keyboard input front-end
processors, and includes source code, object code and
documentation therefor.
1.03 "Auxiliary Translation Materials" means:
(i) the Localization Auxiliary Programs for
China and Taiwan; and
(ii) any other software and documentation,
including without limitation glossaries (and software tools
therefor), all font libraries and resource files, necessary or
desirable for the development and distribution of the foreign
language kits of MicroStation for China and Taiwan.
1.04 "Third-Party Contractor" means a third party
which has entered into a written agreement with Bentley to
prepare Chinese or Taiwanese foreign language translations of
MicroStation, or to manufacture or distribute Chinese or
Taiwanese language kits of MicroStation.
2. Grant.
(a) Intergraph hereby grants, assigns and conveys to
Bentley all of Intergraph's right, title and interest
whatsoever, including without limitation all of Intergraph's
copyrights and other intellectual property rights, in and to
the Translations, together with the right to sue for past
infringement of the Translations.
(b) Intergraph hereby grants to Bentley, its
distributors, resellers and Third-Party Contractors a perpetual
non-exclusive royalty-free worldwide right and license to use,
reproduce, modify, enhance, publicly perform, publicly display,
transmit and distribute to the public as an integral part of a
localized MicroStation product the Auxiliary Translation
Materials.
3. Delivery of Materials. Within the later of (a) fourteen
(14) days after the date of this Agreement, or (b) seven (7)
days after completion of any Translation, Intergraph shall
deliver to Bentley on one or more diskettes an electronic copy
and two paper copies of the Translations and the Auxiliary
Translation Materials, together with a copy of the written
assignments of the copyrights in and to the Translations to
Intergraph.
4. Payment; Documentation. Bentley shall compensate
Intergraph for the rights granted herein as follows:
(a) Bentley's invoices to Intergraph for purchases by
Intergraph of Chinese MicroStation Version 5 kits shall not
include the ten percent (10%) surcharge, as permitted in
Paragraph 5.03(e) of the Distribution Agreement dated May 2,
1994, between the parties, for such translated kits until the
earlier of December 31, 1996, or such time as the cumulative
number of such kits purchased by Intergraph times four percent
(4%) of the U.S. list price for MicroStation is equal to
seventy percent (70%) of the documented direct costs (as set
forth in Exhibit A hereto) incurred by Intergraph to prepare
the Chinese Translations.
(b) Bentley's invoices to Intergraph for purchases by
Intergraph of Taiwanese MicroStation Version 5 kits shall not
include the ten percent (10%) surcharge, as permitted in
Paragraph 5.03(e) of the Distribution Agreement dated May 2,
1994, between the parties, for such translated kits until the
earlier of December 31, 1996, or such time as the cumulative
number of such kits purchased by Intergraph times four percent
(4%) of the U.S. list price for MicroStation is equal to
seventy percent (70%) of the documented direct costs (as set
forth in Exhibit A hereto) incurred by Intergraph to prepare
the Taiwanese Translations.
(c) Upon written request by Bentley, Intergraph shall
permit reasonable inspection by Bentley or a third-party
auditor retained by Bentley of all of its documentation
supporting the direct costs of the Translations.
5. Execution of Documents. Intergraph shall perform acts
and execute documents, at Bentley's expense and request, which
are reasonably necessary to transfer or perfect in Bentley the
rights granted by Intergraph to Bentley herein.
6. Warranty. Intergraph represents and warrants to Bentley
that (a) it has paid in full for the preparation of the
Translations and Auxiliary Translation Materials, and has
received from an assignment of the copyrights in each instance
where such materials were prepared by third parties; (b) it is
the owner of the Translations and the Auxiliary Translation
Materials, including all intellectual property rights therein;
(c) it has the right, power and authority to grant the rights
granted under this Agreement and fully perform its obligations
hereunder; and (d) it has not, as of the date hereof, received
notice of a claim that the Translations or Auxiliary
Translation Materials infringe any patent, copyright or other
intellectual property right anywhere in the world or that any
third party has any proprietary interest in or to the
Translations or Auxiliary Translation Materials.
7. Instructions. The parties shall provide instructions to
Bentley's Third-Party Contractor in accordance with this
Agreement upon its execution.
8. Termination for Material Breach. Either party may, at
its option, terminate this Agreement in the event of a material
breach by the other party. Such termination may be effected
only through a written notice to the other party, specifically
identifying the breach or breaches on which termination is
based. Following receipt of such notice, the party in breach
shall have sixty (60) days to cure such breach or breaches, and
this Agreement shall terminate in the event that such cure is
not made by the end of such period. In the event that the
parties dispute either the existence of a material breach or
the adequacy of attempted cure, and either party submits such
dispute to arbitration under Paragraph 10.09 hereof, the
termination shall not be deemed effective until the arbitrator
renders a final decision finding an uncured material breach.
9. Bankruptcy. If either party files a petition in
bankruptcy (or is the subject of an involuntary petition in
bankruptcy that is not dismissed within sixty (60) days after
the effective filing date thereof); or is or becomes insolvent;
or enters into any formal arrangement with its creditors, or
ceases doing business in the ordinary course; or admits of a
general inability to pay its debts as they become due; then the
other party shall have the right to terminate this Agreement
upon fifteen (15) days written notice.
10. General Provisions.
10.01 Entire Agreement. This Agreement, together
with the Exhibits hereto, collectively set forth the entire
agreement and understanding between the parties hereto with
respect to the purchase of the Translations and license of the
Auxiliary Translation Materials and, except as specifically
provided herein, supersede and merge all prior oral and written
agreements, discussions and understandings between the parties
with respect to the subject matter hereof, and neither of the
parties shall be bound by any conditions, inducements or
representations other than as expressly provided for herein.
10.02 Independent Contractors. In making and
performing this Agreement, Bentley and Intergraph act and shall
act at all times as independent contractors and nothing
contained in this Agreement shall be construed or implied to
create an agency, partnership or employer and employee
relationship between Bentley and Intergraph. At no time shall
either party make commitments or incur any charges or expenses
for or in the name of the other party.
10.03 Notices. Any notice required or permitted to
be given hereunder, shall, except where specifically provided
otherwise, be given in writing to the person listed below by
registered mail or overnight delivery service, and the date
upon which any such notice is received at the designated
address shall be deemed to be the date of such notice. Any
notice shall be delivered as follows:
If to Intergraph: Intergraph Corporation
One Madison Industrial Park
Huntsville, Alabama 35894
Attention: James W. Meadlock
President
If to Bentley: Bentley Systems, Inc.
690 Pennsylvania Drive
Exton, Pennsylvania 19341
Attention: Keith Bentley,
President
or addressed to such other address as that party may have given
by written notice in accordance with this provision.
10.04 Amendments; Modifications. This Agreement may
not be amended or modified except in a writing duly executed by
the parties hereto.
10.05 Assignment. Neither party shall assign this
Agreement, or any part thereof, without the prior written
consent of the other party.
10.06 Severability. The provisions of this Agreement
shall be severable, and if any of them are held invalid or
unenforceable for any reason, such provision shall be adjusted
to the minimum extent necessary to cure such invalidity. The
invalidity or unenforceability of one or more of the provisions
contained in this Agreement shall not affect any other
provisions of this Agreement.
10.07 Waivers. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a
waiver of that right.
10.08 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the substantive
laws of the State of Delaware.
10.09 Arbitration. In the event of a dispute between
the parties arising under this Agreement, the parties shall
submit to binding arbitration before a single arbitrator in
Wilmington, Delaware, under the Commercial Arbitration Rules of
the American Arbitration Association, except that temporary
restraining orders or preliminary injunctions, or their
equivalent in any country of the world, may be obtained from
any court of competent jurisdiction. The pre-hearing and
hearing proceedings in the arbitration shall be generally
governed by the Federal Rules of Civil Procedure and the
judicial precedent interpreting those rules. The decision of
the arbitrator shall be final and binding with respect to the
dispute subject to the arbitration and shall be enforceable in
any court of competent jurisdiction. Each party shall bear its
own expenses, attorney's fees and costs incurred in such
arbitration.
10.10 Counterparts. This Agreement may be executed
in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken
together shall constitute one Agreement.
10.11 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one
party more strictly than against the other.
10.12 Confidentiality of Agreement. The detailed
terms of this Agreement shall remain confidential. In no event
shall either party disclose the detailed terms of this
Agreement without the prior written consent of the other party;
provided, however, each of the parties may announce publicly
the framework of this Agreement without consent of the other
party.
10.13 Headings. The headings in this Agreement are
inserted merely for the purpose of convenience and shall not
affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, each of the parties has executed
this Agreement as of the date and year first above written.
ATTEST: BENTLEY SYSTEMS, INCORPORATED
BY:
--------------------- --------------------------------
TITLE:
--------------------------
ATTEST: INTERGRAPH CORPORATION
/s/ Marcus B. Maddox BY: /s/ T.D. Steele
--------------------- --------------------------------
TITLE: /s/ President,Intergraph Software
--------------------------------
Solutions
--------------------------------
EXHIBIT A
TO
CHINESE AND TAIWANESE LANGUAGE TRANSLATIONS PURCHASE AGREEMENT
--------------------------------------------------------------
Chinese and Taiwanese Translations
----------------------------------
MicroStation Resource Files
MicroStation DOS-specific Documentation
MicroStation Windows NT- specific Documentation
MicroStation Clipper-specific Documentation
TOTAL: $115,000 (U.S.)
EXHIBIT E TO DECEMBER AGREEMENT
INTERGRAPH 1994 YEAR-END INVENTORY OF
MICROSTATION ALTERNATE PLATFORM V5 KITS
---------------------------------------
Platform Number of Kits
-------- --------------
(English) (Foreign Languages)
MS NT 572
MS DOS 2,292
DEC ALPHA 355
HP 613
SPARC 3