Settlement Agreement and Mutual General Release - Intergraph Corp. and Bentley Systems Inc. and Tensor Technology Inc.
SETTLEMENT AGREEMENT AND
MUTUAL GENERAL RELEASE
*** Denotes information that has been excluded from the document as
confidential treatment has been requested from the SEC.
This Settlement Agreement and Mutual General Release
("this Agreement") is made and entered into this 2nd day of May,
1994, by and among Intergraph Corporation ("Intergraph"), a
Delaware corporation having its principal office and place of
business at One Madison Industrial Park, Huntsville, Alabama
35894, Bentley Systems, Incorporated ("BSI"), a Delaware
corporation having its principal office and place of business at
690 Pennsylvania Drive, Exton, Pennsylvania 19341, Keith Bentley,
Barry Bentley, Raymond Bentley, Richard Bentley, Gregory Bentley,
and Tensor Technology, Inc. ("Tensor"), a Delaware corporation
having its principal office and place of business at 103 Springer
Building, 3411 Silverside Road, Wilmington, Delaware 19810 (Keith
Bentley, Barry Bentley, Raymond Bentley, Richard Bentley, and
Tensor are referred to herein collectively as the "Bentley
Shareholders").
W I T N E S S E T H:
WHEREAS, BSI and Intergraph are parties to a written
Software License Agreement dated April 17, 1987, as amended from
time to time, pursuant to which Intergraph obtained from BSI, in
return for royalty payments and other consideration, an exclusive
license to distribute certain computer software owned by BSI;
WHEREAS, BSI, Intergraph, and Bentley Shareholders are
parties to a Stock Purchase Agreement dated April 17, 1987,
pursuant to which Intergraph acquired one-half of the issued and
outstanding capital stock of BSI, the remaining one-half of which
is owned collectively by the Bentley Shareholders;
WHEREAS, BSI and Intergraph are parties to a Software
License Agreement For IGDS File Formats dated April 17, 1987,
pursuant to which Intergraph licensed to BSI certain rights to
use the IGDS File Formats;
WHEREAS, BSI, the Bentley Shareholders, and Intergraph
are parties to a Stockholders' Agreement dated June 11, 1987,
pursuant to which Intergraph and the Bentley Shareholders set
forth certain agreements regarding their future relationships and
their rights and obligations with respect to their shares of BSI
stock and the management and control of BSI;
WHEREAS, certain disputes have arisen between
Intergraph, BSI and the Bentley Shareholders with respect to the
rights and obligations of the parties to the Software License
Agreement and the Shareholders' Agreement;
WHEREAS, on February 4, 1994, the Bentley Shareholders
commenced a civil action against Intergraph and BSI in the Court
of Common Pleas of Chester County, Pennsylvania, captioned
Barry J. Bentley, et al., v. Intergraph Corporation, et al.,
Civil Action No. 94-00812 (the "Chester County Action"), seeking
a declaratory judgment that the actions taken by the BSI Board of
Directors on February 3, 1994, were lawful and proper;
WHEREAS, on February 7, 1994, Intergraph filed an
action against BSI and the Bentley Shareholders in the Circuit
Court of Madison County, Alabama, captioned Intergraph Corp. v.
Bentley Systems, Inc., et al., Civil Action No. CV 94-239 (the
"Alabama Action") seeking injunctive and other judicial relief
from the actions of the BSI Board on February 3, 1994;
WHEREAS, on February 16, 1994, Intergraph filed a
Demand for Arbitration against BSI with the American Arbitration
Association, captioned Intergraph Corp. and Bentley Systems,
Inc., No. 30 117 00031 94 (the "Arbitration"), seeking resolution
of the provisions of the Software License Agreement under which
the purported actions of the Board Members took place at the
February 3, 1994 meeting;
WHEREAS, on March 1, 1994, Intergraph commenced a civil
action against BSI and the Bentley Shareholders for, inter alia,
copyright infringement and unfair competition, in the United
States District Court for the Eastern District of Pennsylvania,
captioned Intergraph Corp. v. Bentley Systems, Inc., et al.,
Civil Action No. 94-1439 (the "Federal Court Action");
WHEREAS, the parties desire to settle their differences
and avoid the expense and inconvenience of further litigation by
ending the Chester County Action, the Alabama Action, the
Arbitration and the Federal Court Action (collectively, the
"Pending Actions"), amending certain of the written agreements
between and among them, and entering into new written agreements
governing their business relationship;
WHEREAS, the parties desire that this Agreement,
together with the attached Business Relations Agreement,
Amendment No. 14 to the Software License Agreement, the
Intergraph CSP Agreement, the Distribution Agreement, and the OEM
Software License Agreement For MicroStation V5 Runtime Engine,
all of which are being executed contemporaneously with this
Agreement, shall collectively comprise the definitive agreement
between and among the parties hereto;
NOW, THEREFORE, intending to be legally bound, the
parties agree as follows:
1. Upon the execution of this Agreement, BSI, the
Bentley Shareholders and Intergraph, through their attorneys,
shall execute and file with the United States District Court for
the Eastern District of Pennsylvania a Stipulation of Dismissal,
in the form attached hereto as Exhibit A, by which all of the
claims asserted in the federal court action shall be dismissed
with prejudice.
2. Upon the execution of this Agreement, the Bentley
Shareholders, through their attorneys, shall execute and deliver
to the attorneys for Intergraph an Order to Mark Case Settled,
Discontinued and Ended (the "Order"), in the form attached hereto
as Exhibit B, by which all of the claims asserted in the Chester
County action shall be dismissed with prejudice. Intergraph
shall, through its attorneys, file the Order in the Court of
Common Pleas of Chester County and serve the attorneys for the
Bentley Shareholders and BSI with a true copy of the Order after
it has been filed.
3. Upon the execution of this Agreement, BSI, the
Bentley Shareholders and Intergraph, through their attorneys,
shall execute and file with the Circuit Court of Madison County,
Alabama, a Stipulation of Dismissal, in the form attached hereto
as Exhibit C, by which all of the claims asserted in the Alabama
action shall be dismissed with prejudice.
4. Upon the execution of this Agreement, BSI and
Intergraph, through their attorneys, shall execute and file in
the Atlanta, Georgia office of the American Arbitration
Association, a Stipulation of Dismissal by which Intergraph shall
dismiss with prejudice all claims asserted in the Arbitration.
5. Concurrent with the execution of this Agreement,
BSI and Intergraph shall execute Amendment No. 14 to the Software
License Agreement, in the form attached hereto as Exhibit E.
6. Concurrent with the execution of this Agreement,
BSI and Intergraph shall execute the Business Relations
Agreement, in the form attached hereto as Exhibit F.
7. Concurrent with the execution of this Agreement,
BSI and Intergraph shall execute the Intergraph CSP Agreement, in
the form attached hereto as Exhibit G.
8. Concurrent with the execution of this Agreement,
BSI and Intergraph shall execute the OEM Software License
Agreement For MicroStation V5 Runtime Engine, in the form
attached hereto as Exhibit H.
9. Concurrent with the execution of this Agreement,
BSI and Intergraph shall execute the Distribution Agreement, in
the form attached hereto as Exhibit I.
10. (a) The parties agree that as of the date of this
Agreement:
(i) the license granted to Intergraph under
the Software License Agreement dated April 17, 1987, as amended
from time to time, is non-exclusive;
(ii) the size of the Board of Directors of
BSI is five persons; and
(iii) the Board of Directors of BSI consists
of Barry Bentley, Keith Bentley, Gregory Bentley, Tommy Steele
and Larry Laster.
(b) The parties shall promptly amend the bylaws of
BSI to provide for five directors. The parties further agree
that the Bentley Shareholders and Gregory Bentley shall have the
right to nominate the replacement for the fifth Director from
time to time.
11. The parties agree that hereafter Gregory S.
Bentley shall be deemed to be a "Management Stockholder" within
the meaning of the Stockholders' Agreement, and shall have all
the rights and obligations of a Management Stockholder under the
Stockholders' Agreement.
12. Within fourteen (14) days of the date of this
Agreement, Intergraph shall furnish to BSI, Intergraph's current
Basic Ordering Agreement (BOA), reseller and distribution
discount schedules and list prices for each country for
*** in effect on the date of
this Agreement for each country in which Intergraph sells such
products. There will be no changes in the above except by mutual
agreement.
13. (a) BSI hereby grants to Intergraph a royalty-
free non-exclusive non-transferable license to use, reproduce and
distribute such version of the BSI *** Software Library
("Software") as Intergraph currently uses in its ***
products for use only in such *** products operating on
Intergraph Clipper workstations. The foregoing license does not
grant to Intergraph, and Intergraph shall not have the right, to
use, reproduce or distribute the Software with any successor
programs to *** or for any other Intergraph product, except
as permitted by the Software License Agreement, as amended, and
Distribution Agreement. BSI shall have no obligation to furnish
any technical support to Intergraph in connection with
Intergraph's use of the Software pursuant to this license.
(b) Effective April 1, 1994, Intergraph hereby
releases BSI from its obligation to pay to Intergraph the on-
going fee for transfer of *** technology pursuant to the June
16, 1992 letter agreement between BSI and Intergraph. BSI shall
have no further obligation to pay such fee to Intergraph, and
Intergraph shall not withhold such fee from the royalty payments
due from Intergraph to BSI for ***. All other
terms and conditions of the June 16, 1992 letter agreement shall
remain the same, and shall survive the releases granted herein.
14. BSI hereby releases Intergraph of its obligations
under Section 9.6 of the Software License Agreement to use good
faith efforts in promoting and sublicensing ***.
15. The parties agree that Intergraph has undertaken
good faith efforts to place Licensor's copyright notice in human
readable form on the package of each copy of the Licensed
Programs sold by Licensee. For existing cartons Intergraph
agrees to place a sticker on each carton containing the copyright
notice. On the next available production opportunity, the
copyright notices will be displayed on said cartons, media and
documentation.
16. For good and valuable consideration, the receipt
of which is hereby acknowledged, Intergraph, for itself and its
present and former parents, subsidiaries, affiliates, divisions,
predecessors, successors, assigns, agents, representatives,
officers, directors and employees, and anyone claiming through or
under them (collectively, "Releasors"), do hereby remise, release
and forever discharge BSI, the Bentley Shareholders and Gregory
S. Bentley and their respective present and former parents,
subsidiaries, affiliates, divisions, predecessors, successors,
agents, representatives, officers, directors, employees, heirs
and assigns (collectively "Releasees") 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
Releasors or any of them ever had, now have, or which they or any
of them hereafter can, shall, or may have against Releasees or
any of them, based upon any matter, cause, thing, or event from
the beginning of the world to the date of this Agreement,
including without limitation (a) any and all claims, asserted and
unasserted, based upon any matter, cause or event set forth or
alleged in the Pending Actions, and (b) the matters set forth in
the Notice of Breach dated March 7, 1994, from BSI to Intergraph
("Notice of Breach") a copy of which is attached hereto as
Exhibit J.
17. Intergraph covenants and agrees that it will
forever refrain from instituting, prosecuting, or maintaining any
claim, action, suit or proceeding against BSI, the Bentley
Shareholders, or Gregory S. Bentley based on any claim that any
version of MicroStation, MicroStation Review, PlotLib, or
MicroCSL commercially released on or before the date of this
Agreement infringes or otherwise violates any intellectual
property right owned by Intergraph including without limitation
claims of copyright infringement, patent infringement and
misappropriation of trade secrets.
18. For good and valuable consideration, the receipt
of which is hereby acknowledged, BSI, the Bentley Shareholders,
and Gregory S. Bentley, for themselves and their present and
former parents, subsidiaries, affiliates, divisions, predeces
sors, successors, heirs, assigns, agents, representatives,
officers, directors and employees, and anyone claiming through or
under them (collectively "Releasors") do hereby remise, release
and forever discharge Intergraph and its present and former
parents, subsidiaries, affiliates, divisions, predecessors,
successors, assigns, agents, representatives, officers, directors
and employees (collectively "Releasees") 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 Releasors or any of them ever had, now have,
or which they or any of them hereafter can, shall or may have
against Releasees or any of them, based upon any matter, cause,
thing, or event from the beginning of the world to the date of
this Agreement, including without limitation (a) any and all
claims, asserted and unasserted, based upon any matter, cause or
event set forth or alleged in the Pending Actions, and (b) the
matters set forth in the Notice of Breach; provided, however,
this paragraph shall not release Intergraph from any breaches of
its obligations to pay royalties to BSI pursuant to the Software
License Agreement.
19. For good and valuable consideration, the receipt
of which is hereby acknowledged, BSI, for itself and its present
and former parents, subsidiaries, affiliates, divisions,
predecessors, successors, assigns, agents, representatives,
officers, directors and employees, and anyone claiming through or
under them (collectively, "Releasors"), do hereby remise, release
and forever discharge the Bentley Shareholders and Gregory S.
Bentley and their respective present and former parents, subsid
iaries, affiliates, divisions, predecessors, successors, agents,
representatives, officers, directors, employees, heirs and
assigns (collectively "Releasees") 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
Releasors or any of them ever had, now have, or which they or any
of them hereafter can, shall, or may have against Releasees or
any of them, based upon any matter, cause, thing, or event from
the beginning of the world to the date of this Agreement,
including without limitation (a) any and all claims, asserted and
unasserted, based upon any matter, cause or event set forth or
alleged in the Pending Actions, and (b) the matters set forth in
the Notice of Breach.
20. BSI and Intergraph may announce publicly the
framework of this Agreement and of each of the agreements at
tached hereto as Exhibits E, F, G, H and I. BSI and Intergraph
shall cooperate in the preparation of a joint press release, but,
in any event, shall submit to the other party any proposed press
release prior to its use for review and approval, which shall not
be unreasonably withheld.
21. The parties understand, acknowledge and agree that
if any matter of fact or law in their negotiations, discussions
or correspondence regarding this Agreement is found hereafter to
be different from the fact or law now known by them or any of
them, they expressly accept and assume all risks of any such
difference of fact or law, and they agree that this Agreement
shall remain binding and effective notwithstanding any such
difference of fact or law.
22. 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, ille
gality 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.
23. This Agreement, together with the Exhibits hereto,
Amendment 14 to the Software License Agreement, the Distribution
Agreement, the Intergraph CSP Agreement, the Business Relations
Agreement and the OEM Software License Agreement For MicroStation
V5 Runtime Engine, collectively set forth the entire agreement
and understanding between and among the parties as to the settle
ment of the Pending Actions, and supersede and merge all prior
oral and written agreements, discussions and understandings
between the parties regarding the settlement of their disputes,
and neither of the parties shall be bound by any conditions,
inducements or representations with respect to the settlement of
their disputes 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 hereby. Unless otherwise specified, the
foregoing agreements do not supersede or merge the Software
License Agreement, the Stock Purchase Agreement, the
Stockholders' Agreement, the Software License Agreement For IGDS
File Formats, or the Amended License Agreement dated January 28,
1993. 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.
24. No remedy referred to in this Agreement is intend
ed 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 provi
sion.
25. This Agreement shall be governed by and interpret
ed in accordance with the substantive law of the State of Dela
ware.
26. 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.
27. All pronouns and any variations thereof refer to
the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
28. This Agreement is being made and entered into
solely for the benefit of the parties hereto, and the parties do
not intend hereby to create any rights in favor of any other
person as a third party beneficiary of this Agreement or other
wise.
29. The parties are entering into this Agreement
solely for the purpose of avoiding the risks and costs of litiga
tion and nothing in this Agreement may be construed as an admis
sion of any liability by any party.
30. This Agreement has been drafted jointly and is not
to be construed against one party more strictly than against
another.
WHEREFORE, the parties hereto have executed the Agreement as of
the date first set forth above.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INCORPORATED
By:___________________ By:_________________________
Title:________________ Title:______________________
TENSOR TECHNOLOGY, INC.
By:_____________________
Title:__________________
_________________________
Keith Bentley
_________________________
Barry Bentley
_________________________
Raymond Bentley
_________________________
Gregory Bentley
_________________________
Richard Bentley
IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF PENNSYLVANIA
INTERGRAPH CORPORATION, :
Plaintiff, :
:
v. : CIVIL ACTION NO. 94-1439
:
BENTLEY SYSTEMS, INC., et al, :
Defendants.
________________________
STIPULATION OF DISMISSAL
________________________
Pursuant to Rule 41(a)(1)(ii) of the Federal Rules of Civil
Procedure, it is hereby stipulated and agreed between and among
plaintiff and defendants, by their attorneys, that this action
shall be dismissed with prejudice, with each party to bear its
own attorney's fees and costs.
________________________ ____________________________
Thomas H. Lee, II Michael J. Mangan
Attorney I.D. No. 49867 Attorney I.D. No. 10067
Dechert Price & Rhoads Schnader, Harrison, Segal & Lewis
1717 Arch Street Suite 3600, 1600 Market Street
Philadelphia, PA 19103 Philadelphia, PA 19103
Attorney for Plaintiff Attorney for Defendants
Intergraph Corporation
Dated: May __, 1994
EXHIBIT A
LAMB, WINDLE & McERLANE, P.C.
By: James E. McErlane, Esquire Attorney for Plaintiffs
Attorney I.D. No 04895
24 East Market Street
P.O. Box 565
West Chester, PA 19381-0565
(215) 430-8000
____________________________________
BARRY J, BENTLEY, KEITH A. BENTLEY, : IN THE COURT OF COMMON PLEAS
RICHARD P. BENTLEY, RAYMOND B.
BENTLEY, AND TENSOR TECHNOLOGY, INC., : CHESTER COUNTY, PENNSYLVANIA
Plaintiffs
:
v.
: CIVIL ACTION NO. 94-00812
INTERGRAPH CORPORATION, and
BENTLEY SYSTEMS, INC., :
Defendants.
___________________________________
___________________________________________________
ORDER TO MARK CASE SETTLED, DISCONTINUED, AND ENDED
___________________________________________________
TO THE PROTHONOTARY:
Kindly mark this action as settled, discontinued, and ended
upon payment of your costs only.
____________________________
James E. McErlane
Attorney for Plaintiffs
Dated: May ___, 1994
EXHIBIT B
IN THE CIRCUIT COURT OF MADISON COUNTY, ALABAMA
INTERGRAPH CORPORATION, )
)
Plaintiff, )
)
vs. ) CIVIL ACTION NO. CV94 239J
)
BENTLEY SYSTEMS, INC. )
BARRY J. BENTLEY )
KEITH A. BENTLEY )
RAYMOND B. BENTLEY )
RICHARD P. BENTLEY )
and TENSOR TECHNOLOGY, INC., )
)
Defendants.
__________________________
STIPULATION OF DISMISSAL
__________________________
Pursuant to the Alabama Rules of Civil Procedure, it is
hereby stipulated and agreed between and among plaintiff and
defendants, by their attorneys, that this action shall be
dismissed with prejudice, with each party to bear its own
attorney's fees and costs.
________________________ ________________________
John M. Heacock Wayne Wolfe
Lanier Ford Shaver & Payne P.C. Joan-Marie Kettell
P.O. Box 2087
Huntsville, AL 35804-2087
Attorney for Plaintiff
Intergraph Corporation
Attorney for Defendants
Dated: May __, 1994
EXHIBIT C
EXHIBIT D (Purposely Omitted)
EXHIBIT E
AMENDMENT NO. 14 TO SOFTWARE LICENSE AGREEMENT
----------------------------------------------
This Amendment No. 14 to the Software License Agreement
dated April 17, 1987 (this "Amendment"), is entered into this 2nd
day of May, 1994, by and between Intergraph Corporation
("Intergraph"), a Delaware corporation having its principal
office and place of business at 1 Madison Industrial Park,
Huntsville, Alabama 35894, and Bentley Systems, Incorporated
("BSI"), 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 Software
License Agreement dated April 17, 1987, and amended by prior
Amendments No. 1 through No. 13;
WHEREAS, the parties hereto are parties to a Settlement
Agreement and Mutual General Release of even date herewith, which
is one of several agreements that collectively comprise the
definitive agreement among the parties in settlement of certain
litigation and arbitration proceedings pending between and among
them;
WHEREAS, as part of the definitive agreement, the
parties hereto have agreed to enter into this Amendment to
further amend the terms of the Software License Agreement;
WHEREAS, the parties now wish to establish the BSI
Comprehensive Support Plan as the basis for future MicroStation
support for End Users; and
WHEREAS, the parties desire to terminate the Software
License Agreement on December 31, 1994, after which time the
Software License Agreement will be succeeded by a new
Distribution Agreement between the parties.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
The following words, terms, and phrases shall in this
Agreement have the following meaning:
1.01 "Software Reissue" means the distribution or
license of copies of the Licensed Programs by Intergraph for use
by an existing End User on a different category of workstation
architecture (as classified by Intergraph when the End User
license was issued) than that originally used by such End User
for the Licensed Programs, where such user has relinquished the
original license and destroyed all copies of original
documentation and original software, and where Intergraph has not
previously paid to BSI a royalty for such transaction. The term
Software Reissue shall not apply to upgrades to the Clipper
workstation issued by Intergraph pursuant to Paragraph 6 of
Amendment No. 1 to the Software License Agreement.
ARTICLE II
2.01 Non-Exclusivity
(a) Intergraph and BSI agree that the license
granted to Intergraph in the April 17, 1987, Software License
Agreement is non-exclusive as of the date hereof. This Amendment
shall be effective on the date first set forth above, and shall
expire with the termination of the Software License Agreement on
December 31, 1994, to be succeeded January 1, 1995 by the
Distribution Agreement between the parties.
(b) BSI agrees that through December 31, 1994,
BSI will not distribute end-user products other than MicroStation
Review (all platforms) and MicroStation Field under the terms set
forth below:
(i) BSI shall have the right to distribute
MicroStation Review (all platforms) and MicroStation Field only
to existing CSP subscribers and only direct and without
advertising such products;
(ii) BSI will provide for product
registration;
(iii) the U.S. List price and royalty for
MicroStation Field shall be *** and ***, respectively; and
(iv) BSI may compensate a CSP Partner in an
amount less than *** of the list price for sales
of MicroStation Review and MicroStation Field to sites served by
the CSP Partner.
(c) Notwithstanding subparagraph (b) above,
during 1994, BSI shall have the right to:
(i) enter into agreements pursuant to which
it grants rights to distribute MicroStation "engine" software
(which does not make available to users the MicroStation user
interface as such) to developers for incorporation and bundled
distribution with their applications for use by third parties;
and
(ii) distribute software for educational
purposes to training centers, schools and students at nominal
cost, pursuant to Paragraph 6.08 of the Business Relations
Agreement of even date herewith.
2.02 Alternate Platform Upgrades. Intergraph shall
not market, advertise, offer for sale, sell, or renew existing
agreements for (a) Alternate Platform Upgrades without charge or
at a discount conditioned upon the purchase of maintenance
services, or (b) maintenance services at a discount or without
charge conditioned upon the purchase of Alternate Platform
Upgrades. The term "Upgrades" in this paragraph shall mean
enhancements, modifications, additions and substitutions to the
Licensed Programs which are offered normally at additional
charge. The term "Alternate Platforms" means platforms other
than Intergraph Clipper Workstation or Sun Microsystems SPARC
workstations sold or serviced by Intergraph Corporation.
2.03 Reissue Royalties.
(a) Within thirty (30) days of the date of
this Agreement, Intergraph shall pay to BSI ***
of the royalties payable by Intergraph to BSI pursuant
to Section 5.1 for each copy of the Licensed Programs
distributed by Intergraph as a Software Reissue from January
1, 1993, until March 31, 1994. Thereafter, Reissue Royalties
shall be due and paid quarterly through December 31, 1994, at
a rate of *** of the royalty rate specified in
Section 5.1 for each copy.
(b) Intergraph shall have no obligation to pay a
royalty to BSI for a Software Reissue made by Intergraph pursuant
to its existing "Phoenix program" (in which an existing Clipper
workstation is physically upgraded by installing an Intel
processor within such workstation), provided that the
MicroStation License for the Intel processor is immediately
placed under CSP Maintenance.
2.04 Termination. The following provision shall
replace the termination for cause provisions in Section 13:
(a) This Agreement may be terminated for a material
breach of this Agreement, but only pursuant to the procedures set
forth in this Section 2.04. If either party believes that a
material breach of this Agreement has occurred, that party (the
"aggrieved party") must first give the other party written notice
of termination specifically identifying the breach or breaches
alleged to have occurred. The party receiving written notice
shall then have thirty (30) days in which to cure such breach or
breaches. If within the thirty (30) days the breach or breaches
are not cured to the satisfaction of the aggrieved party, then
the aggrieved party may file a Demand For Arbitration seeking a
determination of whether a material breach has occurred. Such
Demand for Arbitration shall be determined in accordance with the
procedures set forth in Section 14.13 hereof. Except for claimed
breaches involving payment obligations where the paying party has
failed to make timely payment of at least fifty percent (50%) of
the disputed amount to the other party, neither party may
withhold its performance under this Agreement unless and until
there has been a final determination pursuant to Section 14.13
that a material breach has occurred. The parties agree to take
all reasonable steps necessary to expedite a final determination
in accordance with Section 14.13.
(b) The parties hereto specifically agree and
acknowledge that subparagraph (a) sets forth an essential and
unique provision of this Agreement and that the failure of either
party strictly to adhere to the terms of subparagraph (a) above,
including unilaterally withholding its performance under this
Agreement, will cause irreparable harm to the other party. The
parties further specifically agree and acknowledge that either
party shall be entitled to injunctive relief to enforce strictly
the terms of subparagraph (a).
(c) If BSI has withheld performance by failing to
provide to Intergraph any error correction change to the Licensed
Programs, which change has been provided by BSI to any third
party, then Intergraph shall have the right to withdraw and use
source code under the terms of Section 10.6.
Intergraph will continue to have the rights set forth in
this Section 2.04(c) until either (1) BSI resumes performance in
accordance with the terms of this Agreement or (2) there is a
final determination pursuant to Section 2.04(a) that Intergraph
has committed a material breach of this Agreement, whichever
first occurs.
2.05 Term. Section 12.1 of the Software License
Agreement shall be amended to read as follows:
12.1 Duration -- Unless
terminated as provided in Section
13 as amended by Section 2.04 of
Amendment No. 14, this Agreement
shall remain in force until
December 31, 1994, to be succeeded
January 1, 1995, by the
Distribution Agreement between BSI
and Intergraph.
2.06 CSP. In furtherance of establishing the BSI
Comprehensive Support Program ("CSP") as the basis for future
MicroStation support for End Users:
(a) There shall be no minimum contract value
required for CSP after the date of this Agreement. The last
sentence of Section 7.1 of the Software License Agreement is
hereby deleted, and shall have no further force or effect.
(b) BSI shall have the right to offer CSP to end
users directly or indirectly.
2.07 CSP Support CD's.
(a) Intergraph shall have the right to distribute
the quarterly CSP support CD's (including the foreign language
translations of resources contained therein) as an upgrade to End
Users that have not contracted for CSP maintenance services.
(b) The parties agree that Section 5.1 is hereby
revised to provide for a list price of *** for each quarterly
CSP CD and a royalty of *** payable by Intergraph to BSI for each
such CD distributed by Intergraph to End Users.
2.08 Time Extensions.
(a) The parties agree that the April 30, 1994
date contained in Section 5.1(g) of the Software License
Agreement shall be revised to June 30, 1994.
(b) The parties agree that the June 30, 1994 date
set forth in Section 5.1(e) of the Software License Agreement
shall be revised to December 31, 1994.
2.09 Minimum Obligations for Certain Platforms. The
following language shall be added to Section 5.1:
Licensor and Licensee agree to offer MicroStation
Version 5 on Dec Alpha NT, IBM RS 6000 and SGI
platforms. Licensee guarantees to Licensor a
Minimum Number of royalty unit sales on each of
these platforms between the initial date of
availability of each such version and December 31,
1994. To the extent that Intergraph has failed to
fulfill the Minimum Number of sales with actual
licenses, Intergraph shall remit to BSI the
balance of its commitment hereunder with its
fourth quarter 1994 royalty payment for the
Licensed Programs. Such payment of the balance
shall be treated as prepaid purchases as to such
product. The term "Minimum Number" shall mean,
with respect to each such version, the number of
calendar days between the date of its initial
availability from BSI and December 31, 1994,
multiplied by 1.39.
2.10 Superseded Provisions. The parties acknowledge
and agree that Section 9.1 of the Software License Agreement
shall not be construed to prohibit activities of BSI permitted
under the Business Relations Agreement.
2.11 Royalty Report. Intergraph shall include in the
reports accompanying its quarterly royalty payments an
itemization by platform and country for sales or licenses of each
product (including Intergraph TD products separate from other
PC's or Intergraph Clipper workstations). Intergraph shall
itemize by product traded or migrated both trade-up and migration
programs in such royalty reports.
2.12 Migration. Licensees of MicroStation PC shall be
entitled to migrate to the forthcoming "Chicago" (DOS 7/Windows
4) operating environment at *** charge. Licensees of
MicroStation PC shall be entitled to migrate to the Windows NT
platform at *** charge at any time after upgrading to
Version 5. Licensees of MicroStation SPARC shall be entitled to
migrate to Solaris 2 at *** charge at any time after
upgrading to Version 5.
2.13 Product Registration. Intergraph shall have the
option to retain responsibility to register End Users of Version
5 of MicroStation or to assign this function in its entirety to
BSI by furnishing written notice to BSI of such assignment.
2.14 Product Kitting. BSI may do product
kitting for BSI's CSP and ISD customers and other persons to whom
BSI may distribute software under the terms of this Amendment.
All other terms and conditions of the Software License
Agreement, as amended, shall remain unchanged.
BENTLEY SYSTEMS, INCORPORATED
ATTEST: BY: _________________________
TITLE: _______________________
INTERGRAPH CORPORATION
ATTEST: BY: _________________________
TITLE: _______________________
EXHIBIT F
BUSINESS RELATIONS AGREEMENT
BUSINESS RELATIONS AGREEMENT
This Business Relations Agreement ("this Agreement") is
made and entered into this 2nd day of May, 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 ("BSI"), a Delaware corporation having its principal
office and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19341.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to a Settlement
Agreement and Mutual General Release of even date herewith
("Settlement Agreement"), which is one of several agreements that
collectively comprise the definitive agreement between and among
the parties hereto and other parties in settlement of certain
litigation and arbitration proceedings pending between and among
them;
WHEREAS, the parties will benefit from increased time
and effort by Intergraph devoted to marketing BSI's MicroStation
Product; and
WHEREAS, as part of the definitive agreement, the
parties hereto have agreed to enter into this Agreement to set
forth certain agreements and obligations with respect to their
future business relationship.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereto agree as follows:
ARTICLE I. DEFINITIONS
-----------------------
The following words, terms, and phrases shall in this
Agreement have the following meanings:
1.01 "BSI Software" means any computer software
developed or distributed by BSI.
1.02 "Channel Fee Product" means the computer programs
entitled (a) *** and (b) in the
event BSI discontinues the licensing of any of the foregoing
programs, any successor program marketed by BSI as a substitute
for such program.
1.03 "Complementary Product" means a product that can
be reasonably expected by reason of its availability and
potential integration with another product to increase the sales
or viability of the other product.
1.04 "Distribution Agreement" means the written
Distribution Agreement of even date herewith between Intergraph
and BSI.
1.05 "*** Products" means computer aided
design software that does not include any BSI software, that runs
on the Windows (Windows 3.1, Windows NT, Windows 4 "Chicago")
operating system, using ***.
1.06 "MicroStation Field" means a computer software
package which is designed for pen or laptop computers, which BSI
may market for capture and/or annotation of graphical design data
in the "field".
1.07 "MicroStation Product Family" means the BSI
software products entitled "MicroStation," "MicroStation Review,"
"MicroStation Draft" and "MicroStation Modeler."
1.08 The terms "MicroStation," "MicroStation Review,"
"MicroStation Field," "MicroStation Modeler," "MicroStation
Draft" and their successor programs shall include updates and
upgrades.
1.09 "Confidential Information" means business and
technical information of a party hereto that is treated as
confidential by such party, and which may include computer
programs, source code, algorithms, customer lists, price lists,
and business plans, furnished in writing to the other party
hereto, provided that such information is identified in writing
to the other party hereto as confidential prior to the
transmission of such information.
1.10 "Translation" means a foreign language transla
tion of the documentation and machine-readable information for
MicroStation or MicroStation Review, or any portion thereof,
prepared by Intergraph.
1.11 "Localization Auxiliary Program" means auxiliary
programs developed by Intergraph or third parties to facilitate
MicroStation usage for localization, such as keyboard input front-
end processors for certain Asian languages.
ARTICLE II. OBLIGATIONS DURING 1994
-----------------------------------
2.01 *** Products.
(a) During 1994, Intergraph shall not announce,
promote, advertise, offer for sale, or sell any ***
Products other than *** Products or *** Products.
Third parties and customers of Intergraph may use ***
Products and *** Products as a base for their *** and
*** applications respectively.
(b) The term "*** Products" shall mean a
*** Product for *** applications, that is a
Complementary Product to MicroStation and MicroStation Modeler.
(c) The term "*** Product" shall mean a
*** Product that is limited to the functions of the
existing *** product described in the *** Product
documentation, that is a Complementary Product to Intergraph's
MicroStation based *** products.
2.02 BSI 1994 Goals. During 1994, BSI intends to work
toward, inter alia, the following goals:
(a) Establishing BSI's MicroStation engines as
the premier CAD-Engine technology;
(b) Promoting the MicroStation product family of
end-user products; and
(c) Establishing a corporate identity for BSI (to
maximize IPO potential). Intergraph will not unreasonably
withhold any required consent to use its name in such
communications.
2.03 Advertising. During 1994, Intergraph shall
continue to advertise and promote MicroStation, and shall spend
for such advertising and promotion no less than a sum substan
tially in accordance with the sums Intergraph has spent on
advertising and promotion in 1992 and 1993 or the sum originally
budgeted by Intergraph for 1994, whichever is lower.
2.04 MicroStation 32 V5 Royalties. The royalty paid
by Intergraph to BSI for copies of MicroStation 32 shipped to new
users after March 31, 1994 shall be at the *** rate. To
the extent that Intergraph has shipped MicroStation 32 Version 5
and paid to BSI royalties for such new Version 5 copies of
MicroStation 32 at the *** royalty rate, Intergraph shall
pay the difference to BSI with its royalty payment for the second
quarter of 1994.
ARTICLE III. TRANSITIONAL OBLIGATIONS
--------------------------------------
3.01 List of Resellers and Registration Database.
(a) On or before September 30, 1994, Intergraph
shall deliver to BSI a complete and accurate list on diskette and
on paper setting forth the names, addresses and telephone and
facsimile numbers of Intergraph's MicroStation distributors and
resellers throughout the world updated as of that date, together
with the quarterly volume of MicroStation products sold for each
platform by each such distributor or reseller during the
preceding twelve (12) months, and the discount levels granted by
Intergraph to each such distributor and reseller. On December 31,
1994, Intergraph shall deliver to BSI on diskette and on paper
the foregoing list updated as of December 15, 1994, and if
Paragraph 6.12 applies to a particular reseller, the status of
their outstanding indebtedness to Intergraph.
(b) Intergraph shall enter into amendments of its
written agreements with its distributors and resellers to reflect
the changes to Intergraph's distribution rights with respect to
MicroStation and MicroStation Review after December 31, 1994.
3.02 List of Users. On December 31, 1994, Intergraph
shall deliver to BSI on diskette and on paper a copy of the
registration databases maintained by Intergraph and its
subsidiaries and affiliates of end user registrations for BSI
Software updated as of December 15, 1994. By January 30, 1995,
Intergraph shall deliver to BSI on diskette and on paper the
foregoing registration databases updated as of December 31, 1994.
Intergraph shall provide such databases to BSI on an "as is"
basis and without warranty; provided, however, Intergraph
warrants that it has furnished to BSI the entirety of its end
user registration databases.
3.03 List of Suppliers.
(a) Intergraph shall use its best efforts to, and
cooperate with BSI in, transferring responsibility for
manufacture of product kits for MicroStation and MicroStation
Review.
(b) Upon the execution of this Agreement,
Intergraph shall furnish to BSI a list of manufacturers and
suppliers used by Intergraph to manufacture and assemble product
kits for MicroStation and MicroStation Review.
(c) Intergraph shall take no action to penalize,
boycott, deter, interfere with or take any other action to
retaliate against any manufacturer or supplier of product kits
for MicroStation or MicroStation Review to deter such
manufacturer or supplier from dealing with BSI. BSI shall take no
action to penalize, boycott, deter, interfere with or take any
other action to retaliate against any manufacturer or supplier of
product kits for BSI products to deter such manufacturer or
supplier from dealing with Intergraph. BSI agrees that it shall
not deem Intergraph to have breached this provision by reason of
a de minimus violation.
3.04 Foreign Language Documentation Translations and
Localization Auxiliary Programs.
(a) Exhibit B to this Agreement sets forth a
currently available list as of the date of this Agreement of each
of the Translations, together with an accounting in reasonable
detail of the identifiable direct costs incurred by Intergraph
for preparing each such Translation. Intergraph shall update
Exhibit B within thirty (30) days following the date of this
Agreement. By the end of 1994, Intergraph will provide to BSI a
final update of Exhibit B. Exhibit B shall also contain the same
information for Localization Auxiliary Programs that Intergraph
wishes to offer to BSI under the terms herein.
(b) BSI shall have the option, which may be
exercised on the date of this Agreement or at any time thereafter
(and on more than one occasion) by furnishing written notice to
Intergraph, to purchase the entire right, title and interest of
Intergraph to one or more of the Translations at a price of
*** of the documented direct costs incurred by
Intergraph to prepare such Translation. In the event that BSI
elects to purchase one or more of the Translations, the parties
agree to enter promptly into a written assignment providing for
the transfer to BSI of Intergraph's entire right, title and
interest to such Translations and containing such additional
terms and conditions ancillary to such transfer, including the
prompt delivery of electronic and paper copies of such
Translations.
(c) BSI shall have the option, which may be
exercised on the date of this Agreement or at any time thereafter
(and on more than one occasion) by furnishing written notice to
Intergraph, to license from Intergraph one or more of the
Localization Auxiliary Programs listed in Exhibit B at a price of
*** of the documented direct costs incurred by
Intergraph to prepare such Localization Auxiliary Program. In
the event that BSI elects to license one or more of the
Localization Auxiliary Programs, the parties agree to enter
promptly into a written license agreement providing for the grant
to BSI from Intergraph of a non-exclusive license to use,
reproduce, modify, enhance and distribute such Localization
Auxiliary Program and containing such additional conditions
ancillary to such license, including the prompt delivery of
electronic copies of the source code, object code, and
documentation for the Localization Auxiliary Program.
(d) BSI shall have the right to distribute to CSP
subscribers the Translations and Localization Auxiliary Programs
that it elects to purchase or license pursuant to this provision.
At any time after exercising its purchase election for a
particular Translation, BSI shall have the right to purchase
kits which include such Translations (at Intergraph's cost of
materials) for distribution to CSP subscribers. Delivery shall
be to BSI's Exton headquarters unless otherwise mutually
arranged.
(e) Nothing in this Agreement shall be construed
to prohibit BSI from developing at its own cost foreign language
translations of documentation for BSI Software or from
distributing or exercising any of its rights to such foreign
language translations.
(f) Intergraph shall not penalize, boycott,
retaliate against, interfere with or take any other action to
deter third parties from contracting with BSI to prepare foreign
language translations of documentation for BSI Software.
3.05 Restrictions on Hiring.
(a) BSI and Intergraph agree not to recruit each
others employees with the following exceptions:
i) Any employee that is terminated by one
party may be offered employment by the other.
ii) Any employee that has not been employed
by either party for a period of at least six (6) months may be
hired by the other party.
iii) BSI will consider for employment any
Intergraph employees *** who are displaced by this agreement.
(b) BSI has furnished to Intergraph a memo dated
April 14, 1994, containing a list of Intergraph employees for
Intergraph's review and approval for hire by BSI. Intergraph
shall review said list and approve *** such
employees on or before May 15, 1994. In the event that
Intergraph does not designate *** approved hire
candidates from such list in writing to BSI on or before May 15,
1994, then all employees on the list shall be deemed approved by
Intergraph and will be eligible for hire by BSI. BSI will have
the right to select *** employees for hire from
the list without the approval of Intergraph.
(c) Notwithstanding the provisions of
subparagraph (a) above, BSI may hire any person with the written
consent of the Human Resources Director of Intergraph.
(d) BSI agrees that if it hires any persons
pursuant to subparagraphs (b) or (c) above, it shall make each
such person reasonably available by telephone for a reasonable
period of time at no charge to assist Intergraph with the
transition.
(e) The restrictions set forth in this Paragraph
3.05 shall remain in effect until July 1, 1996.
3.06 Existing Commitments.
(a) Intergraph warrants that attached as Exhibit
C hereto is a list of agreements ("Multi-Year Agreements"),
between Intergraph and certain end users (collectively "Multi-
Year Purchasers"), with which Intergraph has entered into
irrevocable written commitments for the sale or license of BSI
Software on a multi-year basis, and that such list accurately
sets forth for each such Multi-Year Agreement the following
information:
(i) the identity of the Multi-Year Purchaser;
(ii) the expiration date of the
agreement, including any renewal periods exercisable at the sole
option of the Purchaser;
(iii) the BSI Software that is the
subject of the agreement;
(iv) the number of copies (if known) to be
distributed by Intergraph in each year (or subdivision thereof,
if specified) of the Multi-Year Agreement;
(v) the committed price or discounts offered
by Intergraph.
(b) BSI shall have the right to inspect each
Multi-Year Agreement set forth in Exhibit C by furnishing ten
(10) days advance written notice to Intergraph.
(c) Intergraph shall pay to BSI a special price
set forth in Exhibit D hereto, for each Product Kit purchased by
Intergraph from BSI pursuant to the Distribution Agreement for
sale by Intergraph to a Multi-Year Purchaser pursuant to an
irrevocable commitment set forth in a Multi-Year Agreement. The
special prices granted in this subparagraph shall not apply to
any renewals which would have the effect of extending such
Agreements beyond the respective dates in Exhibit C, and shall
terminate upon the termination of the Distribution Agreement.
(d) Intergraph shall not enter into new Multi-Year
Agreements hereafter without the written permission of BSI.
3.07 Bonus Pool. Intergraph and BSI will adjust the
special bonus pool and royalty payments by equal amounts if both
parties agree that the benefits for the IPO outweigh the costs
thereof.
ARTICLE IV. OBLIGATIONS DURING 1995
------------------------------------
4.01 Channel Compensation Fee.
(a) BSI shall pay to Intergraph a "Channel
Compensation Fee" of *** (which *** shall reflect ***
promotional programs, including without limitation trade-up,
migration, and seed programs), for each copy of a Channel Fee
Product licensed by BSI to end users during the first six months
of 1995 and *** (as
described above) for each copy of a Channel Fee Product licensed
by BSI to end users in the second six months of 1995. The
Channel Compensation Fees paid by BSI to Intergraph hereunder
shall not exceed ***. BSI
shall not be obligated to pay a Channel Compensation Fee to
Intergraph (i) for any revenue derived from maintenance,
enhancements, technical support, or training fees relating to the
Channel Fee Products, (ii) for the license of products other than
Channel Fee Products, (iii) for internal use of the Channel Fee
Products by BSI for any purpose, (iv) for copies of Channel Fee
Products used for sales demonstrations, training, maintenance,
evaluation, support or education, (v) for payments pursuant to
the Distribution Agreement and OEM Software License Agreement for
MicroStation V5 Runtime Engine between BSI and Intergraph, or
(vi) for MicroStation engines sold or licensed by BSI. BSI shall
be granted a credit for any Channel Fee Product returned to it
within ninety (90) days of initial product shipment.
(b) BSI shall compute and pay to Intergraph
within thirty (30) days after the conclusion of each calendar
quarter during 1995 the Channel Compensation Fee payable
hereunder based on the number of copies of Channel Fee Products
licensed by BSI during such calendar quarter. In the event that
payments due from Intergraph to BSI under the Distribution
Agreement, the Software License Agreement dated April 17, 1987,
the Intergraph CSP Agreement, or the OEM Software License
Agreement For MicroStation V5 Runtime Engine are more than thirty
(30) days late, BSI shall have the right to withhold from payment
of the Channel Compensation Fee an amount equal to such aggregate
overdue payments until such time as Intergraph pays such overdue
payment to BSI. In the event that payments due from BSI to
Intergraph under this Paragraph 4.01 are more than thirty (30)
days late, Intergraph shall have the right to withhold from
payments under the Distribution Agreement the Intergraph CSP
Agreement, or the OEM Software License Agreement For MicroStation
V5 Runtime Engine an aggregate amount equal to such overdue
payment until such time as BSI pays such overdue payment to
Intergraph.
(c) Intergraph shall be responsible for and shall
pay any and all taxes that are due and payable with respect to
the Channel Compensation Fee paid by BSI to Intergraph.
ARTICLE V. OBLIGATIONS DURING 1995 AND THEREAFTER
--------------------------------------------------
5.01 Distribution Restrictions. On January 1, 1995,
and thereafter, there shall be no restrictions on the right of
Intergraph or BSI to sell or distribute goods or services other
than the restrictions set forth in this Agreement or in the other
written Agreements entered into by BSI and Intergraph of even
date herewith. As of January 1, 1995, the third sentence of
Section 11.10 of the Stock Purchase Agreement shall be of no
further force or effect.
5.02 ***. After January 1, 1995, BSI and
Intergraph intend to explore a complementary approach to address
***, which can include:
(a) The sale by BSI of MicroStation engines and
of other end user products;
(b) The positioning of MicroStation ***
(and applications written in both environments) to optimize
integration and competitive posture; and
(c) Upon written request from BSI or Intergraph
to the other, cooperation by BSI and Intergraph in specific
marketing and sales situations to address ***.
5.03 Initial Public Offering. BSI and Intergraph
agree to consider from time to time the desirability of an
initial public offering of common stock of BSI ("IPO") *** the
realization by BSI of maximum value for its shares being the principal factor
in such considerations.
The Board of Directors of BSI shall have sole responsibility for
determining whether BSI should make such an IPO and the timing
and terms of any such IPO.
5.04 Technical Support For Intergraph Application
Development.
(a) BSI will provide to Intergraph new releases of
updates (fixes to intended functionality) and upgrades
(significant new functionality, major new releases) to BSI
Products prerequisited by Intergraph applications, to permit
timely testing and certification by Intergraph of Intergraph
application software. Such new releases will be sent to
Intergraph at the earliest date they are sent to any member of
the BSI Independent Software Developer ("ISD") Program.
(b) BSI will offer to Intergraph all information
and services offered to any member of the BSI ISD Program.
(c) BSI will waive the BSI ISD Program fee for
Intergraph.
5.05 Support for MicroStation 32 for the Clipper
Platform running the CLIX Operating System.
Effective as of January 1, 1995:
(a) BSI shall make good faith efforts to continue
providing second-line support to Intergraph for customers of
MicroStation 32. In no event shall BSI be required to provide a
higher level of service than that provided on the date hereof.
BSI shall have the option to discontinue permanently such
services upon *** notice to Intergraph at any time
when there are fewer than *** new sales of
MicroStation 32 platforms ***.
(b) Intergraph may provide updates and upgrades to
MicroStation BSM customers without royalty payment to BSI. For
such upgrades, BSI will manufacture product kits and will provide
them to Intergraph under the Distribution Agreement, at its full
cost of materials and shipping. Customers not ***
shall not be provided with the new
release except as a paid upgrade.
(c) BSI shall have the option to discontinue
permanently (with one year's notice to Intergraph) the
development and release of upgrades for MicroStation 32 if the
new sales for MicroStation 32 platform are less than ***.
(d) After the date of this Agreement, Intergraph
shall maintain BSI's Clipper workstations at no charge to BSI.
Intergraph shall provide any Clipper workstations required by BSI
to perform its obligations hereunder at no charge.
ARTICLE VI. CONTINUING OBLIGATIONS
-----------------------------------
6.01 Maintenance with Upgrades. Intergraph shall not
market, advertise, offer for sale, sell or renew existing
agreements for (a) Upgrades without charge or at a discount
conditioned upon the purchase of maintenance services or (b)
maintenance services without charge or at a discount conditioned
upon the purchase of Upgrades, other than for Intergraph Clipper
and SPARC workstations sold and serviced by Intergraph. In
particular, Intergraph shall discontinue its MSP, SSP and similar
maintenance programs for platforms other than Intergraph's
Clipper workstations. Intergraph shall be permitted to discharge
its obligations under support agreements for services as set
forth in (a) and (b) above, with end users existing as of the
date of this Agreement, for the duration of their terms, but
shall not renew any such agreements upon their expiration. The
term "Upgrades" shall mean enhancements, modifications, additions
and substitutions to software developed or distributed by BSI and
which are offered at additional charge (other than under BSI's
MicroStationCSP service).
6.02 Product Development.
(a) Neither Intergraph nor BSI shall be
constrained from creating or developing any technology of any
nature whatsoever for the development of existing or future
products.
(b) Neither Intergraph nor BSI shall be
constrained from purchasing technology, or from forming joint-
development relationships with, making equity investments in, or
entering into contracts with, third parties for the development
of existing or future products.
(c) This provision shall supersede the first
sentence of Section 11.10 of the Stock Purchase Agreement, which
shall have no further force or effect.
6.03 Third-Party Agreements.
(a) The management of BSI shall have the right to
negotiate, enter into, and execute agreements with computer and
workstation vendors, ***, for the development,
distribution and maintenance of software and services, provision
of hardware and software tools, marketing and technical support,
Independent Software Developer ("ISD") status, and such other
purposes as may be in furtherance of distribution and marketing
of BSI Software as permitted herein.
(b) This paragraph shall supersede the second
sentence of Section 11.10 of the Stock Purchase Agreement to the
extent that such provision of Section 11.10 is inconsistent with
this paragraph.
6.04 No Penalty for Direct Purchase from BSI. Inter
graph shall not enter into or renew any agreements with users or
resellers or permit its sub-distributors to enter into agreements
with users or resellers that preclude such user or reseller from,
or penalize or deter such user or reseller in any way from,
purchasing any BSI products or service directly from BSI or from
its distributors or resellers.
6.05 BSI/Intergraph Meetings.
(a) At the request of Intergraph or BSI furnished
in writing to the other, Intergraph and BSI agree to conduct a
meeting, which may be by telephone, not more frequently than once
a month, to discuss technical and marketing issues relating to
competition between the MicroStation Product Family and ***.
The foregoing meetings will be
contingent upon the availability of James W. Meadlock or Tommy D.
Steele on behalf of Intergraph and of Keith Bentley, Barry
Bentley or Greg Bentley on behalf of BSI. These meetings shall
not address the governance of BSI, and neither party shall be
under any obligation to divulge to the other any non-public
business information.
(b) Neither Intergraph nor BSI shall be obliged
to schedule or attend the meetings described in this paragraph
after the initial public offering of the common stock of BSI.
6.06 MDL Consulting Services. Effective immediately,
BSI may introduce a line of business offering MDL Consulting
Services to address individual client requirements.
6.07 IGUG.
(a) BSI and Intergraph agree that it is in their
mutual interest to make the International Graphics Users Group
("IGUG") activities beneficial to both parties.
(b) BSI intends to demonstrate MicroStation
Modeler at the May 1994 IGUG conference. BSI intends to partic
ipate during that conference in the MicroStation Marketplace Mall
and to conduct its activities at such Mall in a professional
manner that is, in its reasonable judgment, not calculated to be
confrontational with Intergraph.
(c) The October 1994 IGUG conference may include
BSI's presentations of the MicroStation engine concept, and also
MicroStation extensions utilizing object technology. At that
conference or another event near its date, Intergraph may also
choose to announce the ***, together with a complementary
strategy for ***, if BSI and Intergraph have
agreed upon such a strategy. BSI may publicly announce the
forthcoming customer availability (after December 31, 1994) of
MicroStation Draft and MicroStation Modeler at the October 1994
IGUG conference.
6.08 Education and Training
(a) Upon the execution of this Agreement, BSI
shall assume responsibility for marketing all MicroStation
educational programs throughout the world. Intergraph and BSI
shall each have rights and responsibilities for professional
training programs and distribution of licensed products under
educational and training programs until January 1, 1995. BSI
will manufacture all educational kits and will offer same to
Intergraph at BSI's cost of materials and shipping.
(b) In furtherance of the foregoing transfer to
BSI of responsibility for MicroStation educational and training
programs, Intergraph shall, upon the execution of this Agreement,
provide to BSI copies of all written agreements executed by
Intergraph relating to each educational or training program
listed below, as it pertains to MicroStation, including:
(i) the Regular Educational Discount (RED)
program for support of educational programs at schools;
(ii) the Intergraph Education Centers (IEC)
program for support of professional training programs by schools
and training vendors;
(iii) the Intergraph Educational Distributor
contract, and associated bookstore contracts, and the Intergraph
Educational Partner program (IEP) by which educational copies are
made available to students through school bookstores; and
(iv) the Intergraph Training Partner (ITP)
program for support of professional training programs.
(c) BSI shall have the option, by furnishing
written notice to Intergraph, of requesting the assignment of all
of the agreements furnished by Intergraph above. Intergraph
shall assign each such agreement requested by BSI and the other
party to the extent that it relates to MicroStation education.
BSI shall use reasonable efforts to minimize disruption to such
other parties by reason of the assignment of the written
agreements and the transfer to BSI of responsibility for
MicroStation educational programs.
(d) To the extent that it relates to MicroStation
training, Intergraph will assign the renewal rights for the
remaining contracts described in subparagraph (b) above to BSI on
January 1, 1995. Intergraph retains the right to renew such
contracts so far as they relate to training in other Intergraph
products. BSI shall use reasonable efforts to minimize
disruption to such other parties by reason of the assignment of
the written agreements and the transfer to BSI of responsibility
for MicroStation training programs.
(e) Intergraph shall retain responsibility for
distribution of Intergraph copyrighted MicroStation training
materials to IEC and ITP program members until January 1, 1995.
These materials include:
(i) MicroStation 2D Level I Student Kit and
Instructor Kit
(ii) MicroStation 2D Level II Student Kit
(iii) MicroStation 3D Student Kit and Instructor Kit
(iv) MicroStation Version 5.0 Update Course
Student and Instructor Kit
(v) MicroStation 2D Level I On-line Trainer.
Intergraph will, at the option of BSI, provide BSI with the
source data for the above-listed training materials for a fee of
$100,000. In any case, Intergraph, will retain the right to
reproduce, distribute, and sell these training materials to its
customers, as well as for internal use.
(f) In the event that BSI accepts assignment of
IEC and ITP contracts or establishes a similar program for
professional training, Intergraph at its option, will be eligible
to participate in BSI's training programs on an equal basis with
other training partners.
(g) Upon the execution of this Agreement,
Intergraph shall disclose to BSI the nature of its participation
in and its rights and obligations with respect to various
educational marketing activities, including:
(i) student design contests;
(ii) the Vocational Skill Olympics and its
membership on the VICA Technical Committee; and
(iii) the placement of advertising in The Journal.
Intergraph will discontinue its activities described above and
will use its best efforts to secure for BSI all of its rights and
obligations in these activities. BSI shall use reasonable
efforts to minimize the disruption on such third parties by
reason of the transition.
(h) Upon the execution of this Agreement,
Intergraph will assign to BSI its entire right, title and
interest to the source data for the brochure entitled
"MicroStation in Education."
(i) Intergraph shall not take any actions to
penalize, boycott, interfere with, deter or in any manner
retaliate against any third parties for entering into agreements
with BSI with respect to the educational and training program
matters set forth in this paragraph; nor will BSI take any
actions to penalize, boycott, interfere with, deter or in any
manner retaliate against any third parties for entering into
agreements with Intergraph with respect to education or training
programs.
6.09 MicroStation File Formats. BSI and Intergraph
will continue to honor the joint commitment defined in the
paragraph numbered 4 of the letter from J. Meadlock to the
American Association of State Highway Transportation Officials
(AASHTO) dated June 13, 1990 and attached as Exhibit E regarding
the MicroStation format and underlying IGDS format being open and
non-proprietary. In keeping with current practice, BSI will not
provide libraries of routines that read/write MicroStation design
files without requiring a MicroStation license. BSI will make
available the source code header files that define the
MicroStation graphics elements. These header files will be
provided "as is" with no warranty of any kind to Intergraph and
to licensees who agree to use them in conjunction with duly
licensed BSI products only.
6.10 IGDS File Formats. The IGDS base file format
license dated April 17, 1987 will remain in effect in perpetuity
rather than terminating when Intergraph no longer owns capital
stock in BSI. For this right, BSI grants Intergraph the rights
set forth in the Distribution Agreement and Intergraph CSP
Agreement.
6.11 Confidentiality
(a) Each party may disclose to the other information
concerning its Confidential Information as may be necessary to
further the performance of this Agreement and the other written
agreements between BSI and Intergraph of even date herewith
(collectively "the Agreements"). The parties agree that neither
party shall have any obligation of confidentiality as to, and
shall have the right to use for any purpose or to disclose to
third parties, any information received from the other party on
or after the date of this Agreement unless the party disclosing
such information furnishes advance written notice to the
receiving party that such information is Confidential Information
and the receiving party agrees in writing to accept such
Confidential Information. Each party agrees to treat the other's
Confidential Information in the manner prescribed herein.
(b) Licensee and Licensor shall protect the other
party's Confidential Information as follows:
(i) Except as specifically provided herein or
otherwise permitted by the other party in writing, Licensee may
disclose Confidential Information of Licensor, and Licensor may
disclose Confidential Information of Licensee, only to those
employees and agents required to have knowledge of same to
perform their duties pursuant to the Agreements. Each party
shall protect the Confidential Information of the other party
with the same degree of care as it protects its own Confidential
Information, and in no case less than a reasonable degree of
care.
(ii) Except as may be permitted under any other
agreement entered into by the parties or by the Agreements, upon
the termination of the Agreements for any reason, each party
shall return to the other, or if so requested, destroy all
Confidential Information in the other's possession or control.
(c) The foregoing obligations of confidentiality shall
not apply with respect to either party's Confidential Information
to the extent that such Information
(i) is within or later falls within the public domain
through no fault of the party receiving the Confidential Information; or
(ii) is, or becomes, available to the receiving party from
third parties who in making such disclosure have breached no written
confidentiality agreement; or
(iii) is previously known by the receiving party; or
(iv) is independently developed by the receiving party.
(d) BSI and Intergraph acknowledge and agree that
BSI may use for any purpose (but not disclose to third parties)
any Proprietary Material (as defined in the Software License
Agreement) furnished by Intergraph to BSI prior to the date of
this Agreement reflecting customer identities, employee
identities, reseller identities, business practices, pricing
information, marketing studies, bug reports, crisis lists,
certification reports, sales activities reports, trade show
briefing books, sales marketing handouts, and user group
presentations.
6.12 Prior Debt. Until February 28, 1995, if a BSI
reseller owes to Intergraph an overdue outstanding balance for
sales of MicroStation products, BSI will withhold shipment of
MicroStation products to such reseller until the outstanding
balance is paid to Intergraph (or an accommodation is reached
with Intergraph), except where such reseller gives BSI notice
that said amount is the subject of a dispute with Intergraph.
6.13 Support for the Intergraph ***
Effective as of the date of this Agreement:
(a) BSI shall have no further obligations to
supply new versions of *** to
Intergraph. BSI shall have no obligation with respect to
testing or certification of ***.
(b) Until January 1, 1996, BSI shall use good
faith efforts to provide telephone support for ***
development personnel only. Intergraph agrees to minimize any
such support requirements. BSI's obligation to provide telephone
support shall cease as of January 1, 1996.
(c) Intergraph agrees that the source code
provided to *** development personnel constitutes
Confidential Information of BSI. Intergraph will provide access
to this Confidential Information only to personnel assigned the
responsibility of developing and maintaining LStation and only
for the purposes of developing and maintaining ***. In the
event that Intergraph ceases to sell and maintain ***
applications, Intergraph shall destroy all copies of such
Confidential Information and forward to BSI written certification
of such destruction.
(d) Intergraph will sell *** only in
conjunction with *** applications that
prerequisite *** existing as of the date of this Agreement.
For shipments of ***, Intergraph shall pay BSI its purchase
price of MicroStation *** as set forth in the Distribution
Agreement.
(e) Intergraph acknowledges and agrees that BSI
provides no Product Kit for *** purchases.
ARTICLE VII. TERM; TERMINATION
-------------------------------
7.01 Term. The term of this Agreement shall continue
indefinitely, unless sooner terminated as provided herein.
7.02 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 termina
tion is based. Following receipt of such notice, the party in
breach shall have thirty (30) 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. The party
terminating this Agreement pursuant to this provision shall have
the right, at its option, also to terminate the Distribution
Agreement and the Intergraph CSP Agreement. A material violation
of Paragraph 2.01(a) of the Distribution Agreement shall
constitute a breach of this Business Relations Agreement.
ARTICLE VIII. MISCELLANEOUS
----------------------------
8.01 Entire Agreement. This Agreement, together with
the Exhibits hereto, the Settlement Agreement and Mutual General
Release, Amendment 14 to the Software License Agreement, the
Distribution Agreement, the Intergraph CSP Agreement and the OEM
Software License Agreement for MicroStation V5 Runtime Engine,
collectively set forth the entire agreement and understanding
between and among the parties and, supersede and merge all prior
oral and written agreements, discussions and understandings
between the parties, and neither of the parties shall be bound by
any conditions, inducements or representations 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
hereby. Unless otherwise specified herein, this Agreement does
not supersede or merge the Software License Agreement dated April
17, 1987, as amended, the Stock Purchase Agreement, the
Stockholders' Agreement, the Software License Agreement For IGDS
File Formats, or the Amended License Agreement dated January 28,
1993.
8.02 Independent Contractors. In making and perform
ing this Agreement, BSI 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 BSI 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.
8.03 Notices. Any notice required or permitted to be
given hereunder shall, except where specifically provided other
wise, be given in writing to the person listed below by regis
tered 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 BSI:
Bentley Systems, Incorporated
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.
8.04 Amendments; Modifications. This Agreement may
not be amended or modified except in a writing duly executed by
the parties hereto.
8.05 Effect. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto, and their
respective successors and permitted assigns.
8.06 Assignment. Neither party shall assign this
Agreement, or any part thereof, without the prior written consent
of the other party.
8.07 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.
8.08 Waivers. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a
waiver of that right.
8.09 Governing Law. This Agreement shall be governed
by and interpreted in accordance with the substantive laws of the
State of Delaware.
8.10 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. 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
attorneys' fees, expenses and costs incurred in such arbitration.
8.11 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.
8.12 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one party
more strictly than against the other.
8.13 Force Majeure. If performance of this Agreement by
either party hereunder is prevented, hindered, or delayed by
reason of an event of Force Majeure (as hereinafter defined), the
party so affected shall be excused from such performance to the
extent that and so long as performance is prevented, interrupted,
or delayed thereby, provided that the party so affected shall
promptly notify the other party of the occurrence of such event.
For purposes of this Agreement, an event of Force Majeure shall
be defined as (a) fire, flood, earthquake, explosion, or other
similar or dissimilar act of God; (b) strikes, lockouts,
picketing, and other labor disturbances not the fault of
Supplier; (c) war (declared or undeclared) or other matter beyond
the reasonable control of the party claiming the benefit of such
event; (d) an act of governmental or quasi-governmental
authorities in the United States or any political subdivision,
department, or agency thereof; or (e) regulations or restrictions
of law or of a court of competent jurisdiction.
8.14 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.
BENTLEY SYSTEMS, INCORPORATED
ATTEST: BY: _________________________
______________________ TITLE: _______________________
INTERGRAPH CORPORATION
ATTEST: BY: _________________________
_____________________ TITLE: _______________________
EXHIBIT A (Purposely Omitted)
BUSINESS RELATIONS AGREEMENT
EXHIBIT B
FOREIGN LANGUAGE TRANSLATIONS
Full Intergraph Costs (as known at April 30, 1995)
FRENCH
MicroStation Resource Files (Intergraph internal)
***
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelley Language Solutions) ***
GERMAN
MicroStation Resource Files (Intergraph internal)
***
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelley Language Solutions)* ***
ITALIAN
MicroStation Resource Files (Intergraph internal)
***
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelley Language Solutions)* ***
SPANISH
MicroStation Resource Files (Intergraph internal)
***
MicroStation Documentation
MicroStation Clipper-specific Documentation
MicroStation Windows NT-specific Documentation
(Donnelley Language Solutions)* ***
* calculated as 1/4 of the total reported in the April 14, 1994
letter from Milton Legg to Greg Bentley on this subject.
BUSINESS RELATIONS AGREEMENT
EXHBIT C
MULTI-YEAR AGREEMENTS
CATEGORY I
CUSTOMER PRICE TERM COUNTRY QUANTITY
NAVAIR *** 10/01/03 US
NAVFAC *** 10/01/01 US
NAVSEA *** 10/01/98 US
CATEGORY II
CUSTOMER PRICE TERM COUNTRY QUANTITY
DAIMLER BENZ *** *** GERMANY
SPANISH CADASTER *** *** SPAIN
TETRA PAK *** *** NORDIC
ARMEES *** *** FRANCE
CLECIM *** *** FRANCE
EDF/GDF *** *** FRANCE
FRANCE TELECOM *** *** FRANCE
GSA SCHEDULE *** *** US
GSA SCHEDULE *** *** US
GSA SCHEDULE *** *** US
CATEGORY III
CUSTOMER PRICE TERM COUNTRY QUANTITY
LOGICA *** *** UK
CENTRAL GOVERNMENT *** *** SPAIN
PURCHASE DEPARTMENT
CANADIAN FEDERAL
GOVERNMENT *** *** CANADA
AECL LTD *** *** CANADA
CANADA POST *** *** CANADA
BOUYGUES *** *** FRANCE
CEA *** *** FRANCE
CLECIM *** *** FRANCE
EDF/GDF *** *** FRANCE
ELF *** *** FRANCE
RHONE POULENC *** *** FRANCE
SCETAUROUTE *** *** FRANCE
BUSINESS RELATIONS AGREEMENT
EXHIBIT D
MULTI-YEAR AGREEMENTS - CATEGORY BREAKDOWN
SPECIAL PRICES FOR PURCHASE OF PRODUCT KITS
FOR SALE TO MULTI-YEAR PURCHASERS
CATEGORY PAYMENT
I ***
II ***
III NO SPECIAL PRICE (STANDARD PRICE APPLIES)
EXHIBIT E
IGDS FILE FORMAT LETTER
(attached)
June 13, 1990
Mr. Al Yocom
Computer Services Manager
Department of Transportation
700 Broadway Avenue, East
Pierre, South Dakota 57501
Dear Al:
Since I was involved in the previous generation of policy
regarding MicroStation, I have chosen to answer your letter this
time also. In giving you our position, I have coordinated it
with Bentley Systems.
Since my letter of November 1988, I think the following
significant events are worth noting:
1) MicroStation has been ported to the Macintosh and is
deliverable.
2) MicroStation Release 4.0 will be available later this year
for the PC MS-DOS environment and will take advantage of the
extended features of the 386 and 486 Intel processor. This
product will not be available on the lower level PC products.
That same functionality level (Release 4.0) will be available on
the Intergraph CLIPPER platform in the first quarter of 1991.
3) MicroStation on CLIPPER has become the base product for our
AEC and Mapping application products.
4) Intergraph has decided that MicroStation and the IGDS format
are no longer to be considered proprietary and we are in the
process of making that announcement. As you know, there were
previous restrictions regarding interfacing to that file format;
all those restrictions are now lifted.
5) OS2 has failed to live up to its early promises and has not
been a significant force in the computer industry to date; and
the new release of Windows for MS-DOS is probably going to
result in that environment being the predominant PC environment
for the next few years.
6) UNIX has evolved into two fundamental camps with some
differences even within the camps; however, the application
program interface standards make portability easier in the UNIX
environment.
7) There is an effort underway at Bentley Systems to convert
MicroStation such that it is more easily ported to the
various UNIX platforms. The status of that effort is that there
is preliminary release on the VAX-Station, but no production
product is available now or in the near future.
Therefore, our commitment to JDTF is that Intergraph/Bentley
Systems will keep MicroStation current as an open software
platform on the CLIPPER-based Intergraph products and under MS-
DOS on the PC for the indefinite future. We are approaching the
time in which we must make a decision as to which other platform
we will support in the summer of 1991. The three choices we are
considering are: OS2. the Sun SPARC platform and the IBM 6000
platform. We would welcome a dialogue in the next six weeks that
would participate in the decision regarding which of these three
platforms we will offer. There is a commitment on our part to do
this; it is merely a matter of deciding which of these comes
first.
I value both my and Intergraph's relationship with the JDTF and
look forward to being able to provide your MicroStation as a
basis for your future development. If I can do anything to
further clarify this position or adjust it to meet your
requirements, please contact me.
Sincerely,
Jim Meadlock
CEO
JWM/jc
cc: K. Bentley
B. Bentley
G. Nesin
M. Bacon
N. Baker
G. Gingras
T. Howell
J. Stanton
EXHIBIT G
INTERGRAPH CSP AGREEMENT
INTERGRAPH CSP AGREEMENT
------------------------
This AGREEMENT is entered into this 2nd day of May,
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 ("BSI"), a Delaware
corporation having its principal office and place of business at
690 Pennsylvania Drive, Exton, Pennsylvania 19341.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to a Settlement
Agreement and Mutual General Release of even date herewith, which
is one of several agreements that collectively comprise the
definitive agreement among the parties in settlement of certain
litigation and arbitration proceedings pending between and among
them;
WHEREAS, BSI has developed and markets MicroStationCSP,
which is a comprehensive support program of technical support and
service to end users of BSI's software entitled MicroStation,
MicroStation Review, and, in the future, MicroStation Modeler and
MicroStation Draft ("MicroStation Products");
WHEREAS, the parties now wish to establish Micro
StationCSP as the basis for future support of MicroStation
Products for such end user customers;
WHEREAS, as part of the definitive agreement, the
parties hereto have agreed to enter into this Agreement pursuant
to which BSI shall give Intergraph certain rights to participate
in BSI's MicroStationCSP.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereto agree as follows:
ARTICLE I
APPOINTMENT
-----------
1.01 Definitions.
The following words, terms and phrases shall in this Agreement
have the following meaning:
(a) The terms "Direct Account", "Agent",
"Intergraph-Manufactured Computer System", "Intergraph
Substantial Value Application", and "Product Kits" shall have the
meanings set forth in the Distribution Agreement of even date
herewith between BSI and Intergraph.
(b) The term "Alternate Platform" shall mean a
platform on which MicroStation operates other than an Intergraph
Clipper workstation running CLIX, or a Sun Microsystems SPARC
workstation sold and serviced by Intergraph.
(c) The term "Upgrades" shall mean enhancements,
modifications, additions and substitutions to BSI software which
BSI does not provide without charge to licensees.
(d) The term "Updates" shall mean such
modifications of the Products as BSI may commercially release,
from time to time, consisting only of fixes to existing
documented product functionality, minor improvements and
additions, and any changes necessary so that the products shall
remain compatible with the evolution of the licensed platform's
operating system, which BSI generally provides to licensees
(beyond those covered by MicroStationCSP) without additional
charge.
1.02 Appointment. BSI hereby grants to Intergraph a
non-exclusive perpetual worldwide right to distribute and sell
BSI's MicroStationCSP only to MicroStation licensees and only in
accordance with the terms of this Agreement to each category of
MicroStation licensees below, (and subject to the restrictions in
Paragraph 1.03):
(a) Direct Accounts of Intergraph (provided that
Intergraph may not compensate an Agent in connection with such
sales). Within Direct Accounts, Intergraph may sell
MicroStationCSP for all MicroStation Product licenses.
(b) Other licensees, but as to such sales of
contracts for inception after 1994, only for coverage of
MicroStation product licenses which either run on Intergraph-
Manufactured Computer Systems or in conjunction with Intergraph
Substantial Value Applications.
1.03 Existing BSI Accounts. Intergraph shall not
offer to sell or sell MicroStationCSP or any Alternate Platform
support service to an account that has, at such time, any
existing agreement with BSI for MicroStationCSP support services
and is named on the monthly report by BSI to Intergraph pursuant
to Paragraph 4.01(g).
ARTICLE II
OBJECTIVES
----------
2.01 Basis for Support. BSI and Intergraph
acknowledge and agree that MicroStationCSP shall henceforth serve
as the primary basis for support for end users of MicroStation
Products on Alternate Platforms. Intergraph and BSI shall use
their best efforts to accomplish this objective.
2.02 Encouragement to Subscribe. In furtherance of
the parties' mutual objective to establish MicroStationCSP as the
primary support program for MicroStation Products, Intergraph
shall use its best efforts to encourage end users of MicroStation
Products that subscribe to any Alternate Platform support service
offered by Intergraph to subscribe instead to MicroStationCSP.
2.03 Promotion. Intergraph, upon depletion of current
inventory of Product Kits, hereafter shall not include any
information regarding any support programs for MicroStation
Products other than MicroStationCSP in Alternate Platform kits.
2.04 License Grant. In furtherance of the parties'
objective to promote the use of MicroStationCSP support service,
Intergraph hereby grants to BSI a perpetual, world-wide, irrevo
cable, non-exclusive right and license to use, display, repro
duce, and distribute to existing and future MicroStation
licensees, and grant licenses to existing and future MicroStation
licensees to use and copy the "Value Added Pack" software
contained in kits for MicroStation Version 5 kits manufactured or
distributed by Intergraph. Upon written request by BSI,
Intergraph shall deliver to BSI on diskette two (2) copies of all
such software and documentation relating thereto.
2.05 Restrictions on Alternate Platform Support
Service.
(a) Intergraph shall not market, advertise, offer
for sale or sell support service for Alternate Platforms (other
than MicroStationCSP or Intergraph's Basic Support Plan ("BSP"))
during the term of this Agreement.
(b) Intergraph shall not market, advertise, offer
for sale, sell, or renew existing agreements, as to Alternative
Platforms, for (i) Upgrades without charge or at a discount
conditioned upon the purchase of maintenance services, or (ii)
maintenance services without charge or at a discount conditioned
upon the purchase of Upgrades.
(c) In the event that Intergraph has, prior to
March 30, 1994, made any proposal to a third party account for
support services which would be prohibited under sub-paragraph
2.05 (b) above and remained outstanding as of March 30, 1994,
then Intergraph shall make best efforts to convert said account
to MicroStationCSP; however, if this is not possible, Intergraph
will be allowed to honor said quote.
ARTICLE III
RATES; COMPENSATION
-------------------
3.01 BSI MicroStationCSP Rates. BSI will publish a
schedule of its rates, terms and conditions for MicroStationCSP
worldwide, by country. A copy of such schedule shall be
furnished by BSI to Intergraph within thirty (30) days hereof.
BSI shall have the right to revise the rates set forth in such
rate schedule at any time after thirty (30) days prior written
notice to Intergraph.
3.02 Subscriber Billing. Intergraph shall be responsi
ble for the invoicing and collection of all subscription fees
from all Subscribers to which it has sold MicroStationCSP.
3.03 Compensation to BSI for MicroStationCSP.
BSI's compensation for MicroStationCSP subscriptions contracted
through Intergraph is earned in amounts calculated by applying
the BSI rate schedule (in accordance with Paragraph 3.01 hereof)
that was in effect as of the date of the contract inception or
latest renewal, as to the applicable country of service, to each
extant individual contract under which Intergraph has sold
MicroStationCSP support service, pro-rated at one-twelfth of the
annual rate per month, and then by multiplying the aggregate of
such amounts, in the currency of each country, by BSI's
compensation rate hereunder. Such BSI compensation rate shall be
*** of such aggregate MicroStationCSP fees
earned during 1994, and *** of such aggregate
MicroStationCSP fees earned thereafter. Intergraph shall remit
such earned subscription fees to BSI in accordance with Paragraph
3.05 hereof.
3.04 Compensation To BSI for Other Alternate Platform
Support. Alternate Platform support fees are deemed to be earned
based on proration of the periodic charges for contracts in
effect thereunder, at one-twelfth of the annual rate per month.
Intergraph shall pay to BSI *** of the Net
Revenues that it earns during 1994 and *** of
the Net Revenues that it earns on or after January 1, 1995. The
term "Net Revenues" shall mean the actual revenues earned by
Intergraph pursuant to contracts for Alternate Platform support
service (including BSP) other than MicroStationCSP, entered into
or renewed after the date of this Agreement.
3.05 Payment of Fees
(a) Intergraph shall compute and pay to BSI
within thirty (30) days after the conclusion of each calendar
quarter the subscription fees and compensation earned by BSI
pursuant to Paragraphs 3.03 and 3.04 hereof during such calendar
quarter. Amounts due in currencies other than U.S. dollars will
be converted and paid in U.S. dollars at the mid-market exchange
rates published in the Wall Street Journal on the day before such
payments are due. Intergraph bears all responsibility and risk
for collections from end users.
(b) Intergraph shall submit with each royalty
payment a full report setting forth the identity of each Sub
scriber and each site, the contract number, the type of support
service, the period of coverage, and the fees earned from such
subscriber.
3.06 Records; Audit. Intergraph shall maintain
sufficient and accurate records of all revenues and deductions
relating to its furnishing of MicroStationCSP and Alternate
Platform support service to permit the computation of the sums
due hereunder to BSI. Intergraph shall, upon ten (10) days
advance written notice by BSI, but not more frequently than once
each calendar year, permit reasonable inspection of such records
by BSI or its accountants at the offices of Intergraph during
normal working hours.
3.07 Taxes. Each party shall be responsible and shall
pay any and all taxes that are due and payable with respect to
fees or compensation received by such party hereunder.
ARTICLE IV
INTERGRAPH OBLIGATIONS
----------------------
4.01 Intergraph Sale of MicroStationCSP.
(a) In each instance in which Intergraph sells
MicroStationCSP support service, then Intergraph shall enter into
a written "Intergraph Software Service Contract, CSP Software
Service Appendix" (to be created, in a form approved by BSI) with
the Subscriber.
(b) After 1994, Intergraph shall sell new
MicroStationCSP subscriptions, other than to Direct Accounts,
only for those seats which run on an Intergraph-Manufactured
Computer System or in conjunction with an Intergraph Substantial
Value Application (in such instances, BSI agrees to waive the
requirement that all licensed users of MicroStation Products at
the same site be covered by MicroStationCSP).
(c) For sales of MicroStationCSP on behalf of
Intergraph to other than its Direct Accounts, Intergraph may
compensate resellers as Agents *** to the extent they have sold
the MicroStation Product licenses to be covered.
(d) Intergraph shall perform each of the following
services for Subscribers to which it has sold MicroStationCSP:
(i) provide technical support to
Subscribers, by, among other things: answering all telephone
inquiries from Subscribers promptly during regular business hours
and responding with either a solution to the Subscriber's issue,
or eliciting active assistance from BSI with an objective of
achieving a solution for the Subscriber within one (1) day of the
initial contact;
(ii) determine the MicroStation revision
level of Subscribers, and conduct BSI-approved seminars dealing
with installation and use of Upgrades;
(iii) send its certified support specialists
to attend BSI's technical training programs, courses and seminars
for CSP Partners, as specified by BSI; or at Intergraph's option,
with reasonable notice to BSI, BSI will schedule an annual "Train
The Trainer" CSP seminar, at BSI's headquarters, (which seminar
content will be defined by BSI) for Intergraph's certified
support specialists;
(iv) utilize the database of resolution
techniques and approaches for technical and support problems
established by BSI, promptly cause to be entered both general and
Subscriber specific data to keep the database current, and
provide monthly to BSI on diskette and on paper the same reports
(as to MicroStationCSP service) of outstanding and resolved
problems that Intergraph uses for measurement and performance of
its own maintenance services; and
(v) afford Subscribers the opportunity to
participate in releases of "beta" versions of new or upgraded
MicroStation Products.
(e) Intergraph shall not delegate to third
parties, except for subcontractors working at Intergraph's
offices, any of its obligations set forth in subparagraph (d);
(f) Intergraph shall require the Subscriber to:
(i) provide Intergraph with prompt written
notice of any changes in the numbers of licenses at covered
sites. Subscribers may not mix BSP and MicroStationCSP coverage
for MicroStation Products at such sites;
(ii) only request technical support for
licenses of MicroStation Products covered under MicroStationCSP;
(iii) use best efforts to direct inquiries or
requests for technical support through the Subscriber's
designated contact person.
(g) Intergraph shall furnish to BSI monthly a
report specifying all newMicroStationCSP sites covered, including
the identity and location of the sites, the serial numbers of
licenses covered, confirmation of the unit and total pricing,
subject to audit pursuant to Paragraph 3.06. BSI shall furnish
to Intergraph monthly a report in which it may (at BSI's sole
election) list certain then-existing BSI MicroStationCSP
accounts,
4.02 Minimum Term. Intergraph shall require
that MicroStationCSP Subscribers subscribe to a minimum term of
twelve (12) months of MicroStationCSP service.
4.03 Decompilation. Intergraph shall not in any way
translate, copy, disassemble, reverse engineer, or decompile any
MicroStation Products, nor shall Intergraph make copies of media
translations of any MicroStation Product documentation without
the prior written consent of BSI. This provision shall survive
termination of this Agreement.
4.04 Notification of Infringement. Intergraph shall
promptly notify BSI of any actual or suspected infringement of
patents, copyrights, trade secrets, trademarks, or other intel
lectual property rights owned by BSI in MicroStation Products,
including without limitation breach of MicroStation Software
License Agreements by Subscribers.
4.05 Advertising; Service Mark.
Intergraph acknowledges and agrees that
"MicroStationCSP" is a service mark of BSI, which BSI intends to
register. Intergraph shall use only the "MicroStationCSP"
service mark in referring to this support service in all adver
tising, promotional and printed materials, and shall acknowledge
therein that "MicroStationCSP" is a service mark owned by BSI.
ARTICLE V. BSI OBLIGATIONS
---------------------------
5.01 Shipment of Software, etc.
(a) BSI will be solely responsible for shipping
quarterly MicroStationCSP support CD's, upgrades, newsletters and
all other materials to all MicroStationCSP Subscriber sites. BSI
shall have the option, with respect to any shipment of the
foregoing materials or any portion thereof or any Subscriber
site, to deliver such materials directly to the Subscriber site
or to an Intergraph office furnishing first-line technical
support for MicroStationCSP. Intergraph shall notify BSI of any
changes in the identities of contact persons or addresses of any
Subscribers.
(b) BSI shall, contemporaneously with delivery to
Subscribers, deliver copies of the materials set forth in
subparagraph (a) to those offices of Intergraph performing first-
line technical support services for MicroStationCSP. BSI will
deliver to Intergraph all language translations of such materials
that BSI translates.
(c) Intergraph shall have the right to prepare
foreign language translations of the materials that it receives
from BSI pursuant to subparagraph (b) and to reproduce and
distribute such translations to MicroStationCSP Subscribers to
which Intergraph has sold such service. Intergraph shall
promptly notify BSI of the availability of such materials and, as
requested by BSI, will furnish to BSI electronic or paper copies,
(at its actual cost of materials plus ***) of such
foreign language translations. BSI shall have the right to
reproduce, prepare derivative works of, and distribute such
foreign language translations to any MicroStationCSP Subscribers.
(d) BSI shall have the right to send invitations,
advertisements, promotional materials, seminar announcements and
other like such materials directly to any MicroStationCSP
Subscribers.
5.02 BSI Obligations.
(a) During the term of this Agreement BSI shall
make available to MicroStationCSP subscribers any Updates or
Upgrades to the Products covered by MicroStationCSP that are
commercially released by BSI to end users of the Products.
During such term, BSI shall make Product Updates available to
Intergraph for its distribution to end users covered under BSP;
(b) During the term of this Agreement, BSI shall
furnish second-line technical support to Intergraph in the
English language. At its option, BSI may also elect to furnish
such support in other languages. This support shall include (i)
BSI's best efforts to resolve trouble reports forwarded from
Intergraph to BSI, with a solutions status report within twenty-
four (24) hours of each new trouble report; (ii) unlimited
telephone consulting during normal business hours concerning the
use of, and problems with, the products covered under
MicroStationCSP or BSP; (iii) a weekly status report (the format
of BSI's "TR database" report or electronic transmission thereof,
by mutual agreement, will be acceptable) to Intergraph
summarizing all known problems with products covered by
MicroStationCSP or BSP and providing suggested work around
options; (d) providing one copy of each Update or Upgrade to the
products covered by MicroStationCSP or BSP and related material;
(e) providing one copy of any new or updated manual released for
any product covered by MicroStationCSP or BSP, or any new
Documentation produced by BSI for any product covered by
MicroStationCSP or BSP. BSI and Intergraph shall each identify
designated maintenance representatives to be responsible for
receiving and sending all documents, reports, and telephone
communications regarding the maintenance of the products covered
by MicroStationCSP.
(c) In any instance where Intergraph seeks second-
line technical support, BSI shall not be obligated to furnish
such support unless Intergraph identifies the particular
MicroStationCSP Subscriber or end user covered under BSP for
which such support is sought.
(d) Nothing in this Agreement shall obligate BSI
to furnish first-line support directly to Subscribers of
MicrostationCSP or end users with BSP contracts. At its option,
BSI may request to be put in to direct contact with any
Subscribers to resolve problems. In such instances, at the
request of Intergraph, BSI will furnish to it periodic status
reports of such problems.
5.03 Subscriber Request for Transfer of Technical
Support.
(a) In the event that BSI receives a written
request from any Subscriber to which Intergraph has sold
MicroStationCSP or for which Intergraph otherwise furnishes first-
line technical support for a transfer to BSI of the
responsibility for furnishing such first-line technical support,
then BSI shall have the right to accept such request. BSI shall
furnish a copy of such written request to Intergraph. Intergraph
shall not impede or interfere with such transfer, and shall
cooperate in and take all actions required for the orderly
transition of first-line support responsibility. Upon such
request by a subscriber for transfer to BSI MicroStationCSP
support, the contract with Intergraph shall be cancelled by
Intergraph and BSI will contract directly with the subscriber for
MicroStationCSP support. BSI shall not solicit from Subscribers
such written requests for transfer of MicroStationCSP contracts.
5.04 Support for MicroStation 32. Nothing in this
Agreement shall be construed to impose upon BSI an obligation to
furnish any support service to any End User that has entered into
an Agreement with Intergraph for support services for
MicroStation 32.
ARTICLE VI. LIMITED WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION
6.01 Warranty to Subscribers. Intergraph acknowledges
that BSI warrants MicroStationCSP only to Subscribers, and that,
except as provided in Paragraph 6.02 hereof, no warranties of any
kind are extended by BSI to Intergraph.
6.02 Limited Warranty to Intergraph; Exclusive Remedy.
(a) BSI represents and warrants to Intergraph that
for ninety (90) days following shipment, the products and
materials delivered by BSI pursuant to this Agreement shall be
free from physical defects in materials and workmanship. BSI
shall repair or, at its option, replace such defective materials
that are returned to BSI's point of shipment, freight pre-paid,
and this shall be the sole and exclusive remedy of Intergraph.
(b) EXCEPT AS EXPRESSLY STATED IN THIS PARAGRAPH
6.02, BSI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY
OPERATION OF LAW OR OTHERWISE WITH RESPECT TO ALL SOFTWARE,
SERVICES AND RELATED MATERIALS TO BE SUPPLIED UNDER THIS AGREE
MENT, AND BSI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE.
6.03 Indemnification. BSI shall defend, indemnify and
hold Intergraph harmless from all claims, damages and expenses
(including attorney's fees) which are based upon claims that any
MicroStation Product, properly used, infringes a United States
patent, copyright or trademark, provided that BSI receives prompt
written notice of any such claim, and BSI is afforded the oppor
tunity to exercise sole control of the defense and all negotia
tions pertaining to such claim. BSI has no liability for, and
makes no representation or warranty with respect to, any in
fringement claims based upon the use of products, software, data
or systems not supplied by BSI, or which were modified after
initial delivery by BSI to the end user customer.
6.04 Limitation of Liability.
(a) IN NO EVENT SHALL BSI BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING
BUT NOT LIMITED TO, LOSS OF USE, REVENUE OR PROFIT, INTERRUPTION
OF BUSINESS, LOSS OF DATA OR CLAIMS AGAINST INTERGRAPH OR
SUBSCRIBER BY ANY THIRD PARTY, REGARDLESS OF THE NATURE OF THE
CLAIM RAISED, EVEN IF BSI HAS BEEN ADVISED, KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
(b) IN THE EVENT THAT, NOTWITHSTANDING
PARAGRAPH 6.02 HEREOF, BSI IS FOUND LIABLE FOR DAMAGES BASED ON
ANY DEFECTIVE MATERIAL DELIVERED BY BSI PURSUANT TO THIS
AGREEMENT, ITS TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID BY
INTERGRAPH FOR SUCH MATERIALS.
6.05 Indemnification of BSI. Intergraph shall defend,
indemnify and hold BSI harmless from all claims, damages and
expenses (including attorney's fees) which arise out of Inter
graph's actions or omissions hereunder, or Intergraph's relations
with Subscribers or other third parties with whom it deals in
connection with this Agreement.
ARTICLE VII. TERM; TERMINATION
-------------------------------
7.01 Term. The term of this Agreement shall continue
indefinitely, unless sooner terminated as provided herein.
7.02 Termination of Distribution Agreement. Upon the
termination of the Distribution Agreement dated of even date
herewith between BSI and Intergraph, Intergraph shall no longer
have the right to distribute and sell new subscriptions to
MicroStationCSP.
7.03 Termination for Material Breach.
(a) 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 thirty (30) 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.
7.04 Bankruptcy. If either party shall file or have
filed against it any bankruptcy or similar proceeding, or enter
into any formal arrangement with its creditors, or demonstrate a
financial condition of such nature that the other party may
reasonably believe that such party may not be capable of
performing all of its obligations under this Agreement, or cease
doing business in the ordinary course, then the other party shall
have the right to terminate this Agreement upon thirty (30) days
written notice.
7.05 Consequences of Termination.
Upon termination of this Agreement pursuant to
paragraphs 7.03 or 7.04 hereof, Intergraph shall continue to
discharge its obligations to Subscribers and to BSI under
existing agreements for MicroStationCSP; provided, however, BSI
shall have the option, which it may exercise by written notice to
Intergraph, to receive an assignment from Intergraph of its
obligations to MicroStationCSP Subscribers pursuant to its
written agreements with such Subscribers in accordance with
Paragraph 4.01 hereof.
In the event that BSI exercises the foregoing option, BSI shall
credit Intergraph for royalties pre-paid by such Subscribers with
respect to the remaining terms of their support agreements.
7.06 Survival. Articles III, IV, VI, VII and VIII
shall survive the termination of this Agreement.
ARTICLE VIII. MISCELLANEOUS
----------------------------
8.01 Entire Agreement. This Agreement, together with
the Exhibits hereto, the Settlement Agreement and Mutual Special
Release, Amendment 14 to the Software License Agreement, the
Distribution Agreement, the Intergraph CSP Agreement and the OEM
Software License Agreement for MicroStation V5 Runtime Engine,
collectively set forth the entire agreement and understanding
between and among the parties and, except as specifically
provided in that paragraph, supersede and merge all prior oral
and written agreements, discussions and understandings between
the parties, and neither of the parties shall be bound by any
conditions, inducements or representations 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
hereby. Unless otherwise specified herein, this Agreement does
not supersede or merge the Software License Agreement dated April
17, 1987, the Stock Purchase Agreement, the Stockholders'
Agreement, or the Software License Agreement for IGDS File
Formats, or the Amended License Agreement dated January 28, 1993.
8.02 Independent Contractors. In making and perform
ing this Agreement, BSI 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 BSI 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.
8.03 Notices. Any notice required or permitted to be
given hereunder shall, except where specifically provided other
wise, be given in writing to the person listed below by regis
tered 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 BSI:
Bentley Systems, Incorporated
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.
8.04 Amendments; Modifications. This Agreement may
not be amended or modified except in a writing duly executed by
the parties hereto.
8.05 Effect. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto, and their
respective successors and permitted assigns.
8.06 Assignment. Neither party may assign this
Agreement, or any part thereof, without the prior written consent
of the other party.
8.07 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.
8.08 Waivers. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a
waiver of that right.
8.09 Governing Law. This Agreement shall be governed
by and interpreted in accordance with the substantive laws of the
State of Delaware.
8.10 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. 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
attorneys' fees, expenses and costs incurred in such arbitration.
8.11 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.
8.12 Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against one party
more strictly than against the other.
8.13 Force Majeure. If performance of this
Agreement by either party hereunder is prevented, hindered, or
delayed by reason of an event of Force Majeure (as hereinafter
defined), the party so affected shall be excused from such
performance to the extent that and so long as performance is
prevented, interrupted, or delayed thereby, provided that the
party so affected shall promptly notify the other party of the
occurrence of such event. For purposes of this Agreement, an
event of Force Majeure shall be defined as (a) fire, flood,
earthquake, explosion, or other similar or dissimilar act of God;
(b) strikes, lockouts, picketing, and other labor disturbances
not the fault of Supplier; (c) war (declared or undeclared) or
other matter beyond the reasonable control of the party claiming
the benefit of such event; (d) an act of governmental or quasi-
governmental authorities in the United States or any political
subdivision, department, or agency thereof; or (e) regulations or
restrictions of law or of a court of competent jurisdiction.
8.14 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.
BENTLEY SYSTEMS, INCORPORATED
ATTEST: BY: _________________________
_________________ TITLE: _______________________
INTERGRAPH CORPORATION
ATTEST: BY: _________________________
______________________ TITLE: _______________________
EXHIBIT H
OEM SOFTWARE LICENSE AGREEMENT FOR
MICROSTATION V5 RUNTIME ENGINE
OEM SOFTWARE LICENSE AGREEMENT
FOR MICROSTATION V5 RUNTIME ENGINE
-------------------------------
AGREEMENT made this 2nd day of May, 1994, by and
between BENTLEY SYSTEMS, INCORPORATED, 690 Pennsylvania Drive,
Exton, PA 19341 ("BSI") and INTERGRAPH CORPORATION, One Madison
Industrial Park, Huntsville, AL 35894 ("Licensee"), as follow:
Subject to the Terms and Conditions attached hereto and
made part hereof, and in accordance with the attached Exhibits
identified below, BSI hereby grants to Licensee a license to use
the Licensed Programs.
Exhibit A--End User License Agreement
Exhibit B--License and Other Fees
Exhibit C--Trademarks, Trade Names and Copyrights
Exhibit D--Product Support
Exhibit E--Escrow Agreement
Exhibit F--Licensed Programs Product Specification
Exhibit G--Development Plan, Acceptance and Remedy
Exhibit H "MicroStation Draft" Command Set
IN WITNESS WHEREOF, in consideration of the mutual
covenants and promises contained herein, and intending to be
legally bound hereby, the undersigned have caused their duly
authorized representatives to execute this Agreement as of the
Date written above.
INTERGRAPH CORPORATION BENTLEY SYSTEMS, INCORPORATED
By __________________________ By_________________________________
Title _________________________ Title_______________________________
BENTLEY SYSTEMS, INCORPORATED
OEM SOFTWARE LICENSE
TERMS AND CONDITIONS
--------------------
I. DEFINITIONS.
In this Agreement, the terms:
(a) "Source Code" means a human readable form of computer
program showing the computer language instructions comprising the
program, from which Object Code can be produced, in which the
program logic may be deduced by a human being, and from which a
printed listing can be made by processing it with a computer.
(b) "Object Code" means a form of computer program resulting
from the compilation or other processing of Source Code by a
computer into machine language or intermediate code, and thus is
a form that would not be convenient to human understanding of the
program logic, but which is appropriate for the construction and
linking of binary executable modules, as well as for the
execution by a computer.
(c) "Licensed Programs" or "Run Time Engine" means
MicroStation Version 5 Runtime Engine software in Object Code
only as specified in Exhibit F, and all modifications and
enhancements thereof, if any.
(d) "Use" means copying any portion of the Licensed Programs
into a computer and/or transmitting it to a computer for
processing of the machine instructions or statements contained in
the Licensed Programs.
(e) "License" means the non-exclusive, non-transferable
right of Licensee to use, reproduce and distribute the Licensed
Programs integrated with a Licensee Accepted Application and
subject to the provisions of this Agreement.
(f) "Supported Environments" shall mean those set forth in
Exhibit F.
(g) "Derivative Work" means a revision, modification,
translation, abridgement, condensation or expansion of a computer
program, or any other form in which such program may be recast,
transferred or adapted, which if prepared without the consent of
BSI would constitute a copyright infringement.
(h) "Intergraph PointStation Application" shall mean an
Intergraph product in which the Licensed Programs, or any part
thereof, are integrated with an Accepted Application for
execution by an End User on a Supported Environment. Intergraph
PointStation Applications may only run other applications that
are themselves "Accepted Applications" and then only if they are
invoked at the beginning of the session. Intergraph PointStation
Applications may not be used on a server to run other
applications.
(i) "End User License Agreement" means the standard
Intergraph written End User License Agreement, in the form
attached hereto as Exhibit A, which will be entered into between
Licensee and an End User to enable the End User to lawfully use
Licensee's Intergraph PointStation Application on the platform
specified in the Agreement.
(j) "Intellectual Property Rights" means all rights held by
any Party to any item of Intellectual Property.
(k) "Significant Value Added" means vertical application
software that provides significant functions not available
through the Licensed Programs alone. Such application software
should combine the functionality of the Licensed Programs in
novel ways, enhance the basic Licensed Program's capabilities,
and otherwise provide "higher" level functions.
(l) An "Accepted Application" shall mean an application
that (except to the extent that BSI and Intergraph mutually agree
in writing) meet the criteria in subparagraphs (i), (ii), and
(iii) below, and meet the criteria in either of subparagraphs
(iv) or (v) below:
(i) It must have been developed by Intergraph (but may
contain third-party content comprising less than 50% of the
object code), or Intergraph must be in possession of the
exclusive distribution license for the United States.
(ii) It must prerequisite (that is, technically require
for its operation) MicroStation V5.
(iii) It must have been, and must continue to be,
actively marketed and sold as a product to End Users and
Resellers for operation with MicroStation V5 (even if also
available in the form of an Intergraph PointStation Application).
(iv) It must be or must have been actively marketed and
sold by Intergraph as of March 30, 1994 at a U.S. list price
exceeding One Thousand Dollars ($1,000.00). Notwithstanding the
foregoing sentence, the *** are
deemed to meet the criterion in this section (iv). In no event
will any member of the existing ***
family of products be considered an Accepted Application.
(v) BSI 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 meeting the criteria (i) through (iv) above. For
products solely developed by Intergraph (or for which Intergraph
has the exclusive worldwide distribution license), the bona fide
U. S. list price shall be considered to measure the Intergraph
value content.
II. OWNERSHIP OF LICENSED PROGRAMS.
Licensee acknowledges and agrees that:
(a) Title to and all rights of ownership in the Licensed
Programs, and all copies of all or any part thereof, are and
remain with BSI;
(b) The Licensed Programs contain and are comprised of BSI's
trade secrets and other proprietary, confidential information;
and
(c) Licensee will not sell, lease, lend, transfer, assign,
hypothecate, or otherwise distribute the Licensed Programs except
as expressly authorized in this Agreement.
III. LICENSE.
(a) BSI grants to Licensee a non-exclusive, non-
transferable, world-wide license to use the Licensed Programs
solely for the purpose of creating Intergraph PointStation
Applications, as defined herein, and to distribute Intergraph
PointStation Applications, subject to the condition that in order
to qualify for integration with the Licensed Programs to create
an Intergraph PointStation Application, the application must be
an Accepted Application hereunder.
(b) Title to the Licensed Programs shall remain in BSI at
all times. Licensee does not have, and shall not attempt to
obtain, any title to BSI's Licensed Programs or Intellectual
Property.
(c) Licensee is acquiring an Object Code Version of the
Licensed Programs, and thus shall not have the right to modify or
adapt the Licensed Programs for incorporation into Intergraph
PointStation Applications.
(d) Certain Transactions. For any Intergraph PointStation
Application as to which the list price is at any time less than
BSI's list price for MicroStation Draft, then notwithstanding the
terms of Section IV and Exhibit B hereto, the royalty payable to
BSI for distribution of each copy of such Intergraph PointStation
Application during such time shall be equal to the purchase price
which Intergraph at such time pays to BSI for Product Kits of
MicroStation Draft pursuant to the Distribution Agreement of even
date herewith or, if lapsed, the final such price payable
thereunder at the time of such lapse. Intergraph's discount
schedules and policies (for end users, resellers, and
distributors) for Intergraph PointStation applications, shall be
consistent with its then-existing discount schedules and policies
for its other software products.
(e) Internal Use. BSI hereby grants to Licensee a personal,
non-exclusive, and non-transferable license to use the Licensed
Programs on any of its internal systems for the sole purpose of
creating Intergraph PointStation Applications, without payment of
any royalty.
(f) Demonstrations. BSI hereby grants to Licensee a
personal, non-exclusive, and non-transferable license to use the
Licensed Programs without fee or royalty solely for
demonstrations of Intergraph PointStation Applications to
existing or potential end-users, and for training and support.
(g) Loan Copies. As part of the demonstration to potential
end-users, Licensee shall be allowed to loan copies of Intergraph
PointStation Applications without the payment of a royalty or fee
under this Agreement. All such loans will be limited to
evaluation purposes, and copies used for productive purposes
shall be specifically excluded from this provision. Licensee
agrees to use its best judgment in the loaning of copies of
Intergraph PointStation Applications.
IV. LICENSE FEE, PAYMENT AND TAXES.
(a) As compensation for the license to use the Licensed
Programs as set forth in this Agreement, Licensee shall pay to
BSI the royalties and other fees set forth in Exhibit B. Royalty
payments required as documented in Licensee's records and
maintained in accordance with Section V hereof, shall be due
within thirty (30) days after the end of each calendar quarter
for copies of any Intergraph PointStation Application distributed
by Licensee during such calendar quarter. In no event shall
Licensee be entitled to a refund of any License Fees or prepaid
royalties, except in the case of return by End Users within 90
days.
(b) All payments provided for in this Agreement are
exclusive of, and Licensee shall pay, all taxes, customs duties,
insurance, shipping and other charges. Payments made to BSI
shall be in U.S. Dollars.
(c) If any payment, or any other sum due from Licensee under
this Agreement, should become overdue, a late payment charge of
one and one-half percent (1.5%) per month on the overdue balance
shall be paid to BSI by Licensee. Such late payment charge shall
be due and payable upon request from BSI.
V. RECORD KEEPING AND REPORTS.
(a) Licensee agrees to maintain reasonable royalty records
relating to all Intergraph PointStation Applications licensed
hereunder. Licensee shall prepare and submit summary quarterly
reports to BSI no later than thirty (30) days following the last
business day of each calendar quarter, which reports must specify
the name, and quantities of all Intergraph PointStation
Applications licensed to End Users, distributors, or resellers
during such quarter.
(b) Licensee agrees to allow an independent certified
public accountant, or other audit professional, selected by BSI
and acceptable to the Licensee to audit and analyze appropriate
accounting records of Licensee, including the Registration
database described in Section VII(b) hereof, to ensure compliance
with all terms of this Agreement. Any such audit shall be
permitted by Licensee within ten (10) days of Licensee's receipt
of a written request of BSI to audit, during normal business
hours. The cost of such an audit will be borne by BSI unless a
material discrepancy indicating inadequate record keeping or that
additional license or royalty fees are due to BSI is discovered,
in which case the cost of the audit shall be borne by Licensee.
A discrepancy shall be deemed material if it involves an
adjustment of more than Five Thousand Dollars ($5,000.00) in
favor of BSI. Audits shall not interfere unreasonably with
Licensee's business activities.
VI. TRADEMARKS AND COPYRIGHT NOTICES.
(a) The trademarks and trade names under which BSI markets
any of its products are the property of BSI. This Agreement
gives Licensee no rights therein, except the restricted license
to reproduce such trademarks and trade names in any authorized
reproduction of an Intergraph PointStation Application, provided
that BSI is referenced as the owner of the trade name or
trademark, as specified in EXHIBIT C. Licensee may not market
the Licensed Programs alone or in any form other than in an
Intergraph PointStation Application, as defined herein.
Licensee's Intergraph PointStation Applications may be marketed
under any name of Licensee's choosing, however, such Intergraph
PointStation Application shall be designated as containing BSI's
Licensed Programs, which shall be acknowledged in accordance with
EXHIBIT C attached hereto. Intergraph may refer to Intergraph
PointStation Applications as "MicroStation Engine Powered" or
"MicroStation Engine Based" but may not use the word
"MicroStation" in any other reference to Intergraph PointStation
Applications (e.g. "MicroStation Powered" or "MicroStation
Based") or in any manner that otherwise implies that a license
for MicroStation is provided with the Intergraph PointStation
Application.
(b) Licensee agrees to use the trademark, trade name and
copyright notices of the Licensed Programs and any documentation
in connection with its advertisement and distribution of any
Intergraph PointStation Application. Licensee shall request and
use reasonable diligence to ensure compliance hereto by all
Licensee's distributors and dealers. Trademark, trade name and
copyright notices placed by Licensee shall read as specified in
EXHIBIT C, attached hereto. BSI retains the right to specify the
reasonable quality and standards of all materials upon which a
BSI trademark or trade name is used. In the case of a failure by
Licensee to adhere to such standards of quality such failure
shall be grounds for BSI to terminate Licensee's right to the use
of such trademark or trade name in such cases.
VII. LICENSED PROGRAM REPRODUCTION AND SERIALIZATION.
(a) Licensee is authorized to reproduce the Licensed
Programs for inclusion in an Intergraph PointStation Application
only at the location of its principal office specified on the
first page of this Agreement. A subsidiary or affiliate of
Licensee, which has been authorized by Licensee to reproduce its
Intergraph PointStation Applications, shall have the right to
reproduce the Licensed Programs only under the condition that any
reproduction site other than Licensee's principal office must be
specifically authorized by BSI to reproduce the Licensed Programs
for inclusion in Intergraph PointStation Applications, which
authorization shall not be unreasonably withheld.
(b) Licensee will assign a unique serial number to each copy
of an Intergraph PointStation Application. Licensee will also
require each End User of an Intergraph PointStation Application
to agree to an End User Software License Agreement in the form
attached hereto as Exhibit A and to register with Licensee, and
Licensee will maintain a Registration database showing the serial
number, registered owner, and date of acquisition of each copy
of an Intergraph PointStation Application.
VIII. DISTRIBUTION AND EXPORT RESTRICTIONS.
(a) Licensee shall include an End-User License Agreement in
the form attached hereto as Exhibit A with each copy of an
Intergraph PointStation Application distributed to End Users.
Licensee shall use its best efforts to obtain either directly or
through its distribution channels, the signature of the end user
on such End User License Agreement. Breaking a shrink wrap seal
will be considered equivalent to an end user signature.
(b) Licensee shall take reasonable steps to ensure that each
intermediate entity in its chain of distribution to the final end
user respects BSI's copyrights, trade names and trademarks,
complies with the licensing and reporting requirements of this
Agreement, and makes no unauthorized copies of the Licensed
Programs or Intergraph PointStation Application.
(c) End Users may use Intergraph PointStation Applications
for the term and in the manner provided for in the End User
License Agreement. End User rights and obligations set forth
therein will survive any termination of the relationship between
Licensee and BSI.
(d) Licensee warrants and hereby gives written assurance to
BSI that it will do all things necessary to comply with the
current United States Export Administration and any other United
States laws and regulations as they apply to the Licensed
Programs, Intergraph PointStation Application, and all other
things delivered to, or derived from things delivered to,
Licensee under this Agreement (all and any part of such things
collectively referred to as "Technical Data"). Licensee agrees
to comply with these laws and regulations as they apply at the
time of exporting said Technical Data, as they may be revised and
modified at various times.
IX. PATENTS AND COPYRIGHTS.
(a) BSI warrants
(i) that it is the owner of the Licensed
Programs, including all intellectual property
rights therein under copyright, patent, trademark,
trade secret, and other applicable law;
(ii) that the Licensed Programs do not
infringe or otherwise violate any copyright,
patent, or trade secret of any third-party; and
(iii) that as of the date hereof it has not
received notice of any claim from a third-party
that the Licensed Programs infringe intellectual
property rights of any third-party.
(b) BSI will defend any action brought against Licensee to
the extent that it is based upon a claim that the unmodified
Licensed Programs furnished hereunder and used within the scope
of the license granted hereunder, infringe a patent or copyright
or misappropriate a trade secret. BSI will pay resulting costs,
damages and legal fees finally awarded against Licensee in any
such action, which are attributable to such claim provided that
(i) the Licensee notifies BSI promptly in writing of any such
claim and (ii) BSI has sole control of the defense of any such
claim and all related settlement negotiations.
(c) Should the Licensed Programs become, or be likely to
become, in BSI's opinion, the subject of a third-party claim of
infringement of copyright or patent, BSI may procure for Licensee
the right to continue using the Licensed Programs, or replace or
modify them to make them non-infringing and functionally
equivalent to the Licensed Programs. BSI shall have no liability
for, and Licensee shall indemnify and hold BSI harmless from and
against any claim based upon (i) use of other than a unaltered
release of the Licensed Programs or (ii) use, operation or
combination of the Licensed Programs with non-BSI programs or
data if such infringement would have been avoided but for such
use, operation or combination.
(d) This Section IX states the entire liability of BSI with
respect to infringement of copyrights, patents, or other
intellectual property rights.
X. WARRANTY, SUPPORT AND MAINTENANCE.
(a) If Licensee finds what it believes to be a Deficiency
per Exhibit G, which materially affects performance, and provides
BSI with a written report, BSI will either use reasonable efforts
to promptly correct, at no cost to Licensee, any such errors or
failures, or at its discretion, allow Licensee to loan copies of
MicroStation Version 5 for a particular application, solely in
accordance with the procedure set forth in Exhibit G hereof.
This is Licensee's sole and exclusive remedy for breach of any
express or implied warranties hereunder, other than the warranty
against infringement specified in Section IX hereof. BSI's
warranty and obligations shall extend so long as Licensee is
current on its support payment obligations specified in Exhibit
D. BSI's warranty and obligation is solely for the benefit of
Licensee, which has no authority to extend this warranty to any
other person or entity. BSI MAKES NO WARRANTY THAT ALL ERRORS OR
FAILURES WILL BE CORRECTED.
(b) BSI agrees to provide to Licensee the support defined in
Exhibit D attached hereto, and Licensee agrees to pay for such
support as specified therein.
(c) Licensee is solely responsible for all magnetic media
and other program materials provided to End Users and for passing
on to its distributors, dealers and End Users all maintenance
material. These responsibilities may be performed at Licensee's
discretion, but in no event shall BSI provide any of these
services. Licensee is solely responsible for all verbal and
written contact with the End Users of its Intergraph PointStation
Applications including (a) software maintenance including patches
and updates; and (b) software support including operational
instruction, problem reporting and technical advice.
(d) EXCEPT AS PROVIDED IN SECTION (a) HEREIN, ALL WARRANTIES
(INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND
REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW, OR
OTHERWISE ARE HEREBY EXCLUDED.
XI. CONFIDENTIAL INFORMATION.
(a) The Licensed Programs, and all information which is
provided to Licensee hereunder is confidential, including without
limitation, drawings, Object Code, Source Code, computer program
listings, techniques, algorithms and processes and technical and
marketing information ("Confidential Information") and shall be
treated confidentially by Licensee, its employees and
representatives and shall not be disclosed by Licensee without
BSI's prior written consent. Information shall not be considered
to be Confidential Information if it (a) is already or otherwise
becomes publicly known through no act of the receiving party; (b)
is lawfully received from third-parties subject to no restriction
of confidentiality; or (c) can be shown by the receiving party to
have been independently developed by it prior to such disclosure.
(b) Licensee shall not copy, reproduce, remanufacture, or
disassemble the Object Code or in any way duplicate all or any
part of the Confidential Information, including translating it
into another software language, except in accordance with the
terms and conditions of this Agreement.
XII. LIMITATION OF LIABILITY.
(a) In no event shall BSI be liable for any loss of profits,
loss of business, loss of use or of data, interruption of
business, or for indirect, special, incidental or consequential
damage or injury, direct or indirect, of any kind, whether under
this Agreement or otherwise. In no case will BSI be liable for
any representation or warranty made to any third party by
Licensee, any agent for Licensee, or any distributor or dealer or
other person or entity in the distribution chain.
(b) Notwithstanding anything in this Agreement to the
contrary, the entire liability of BSI to Licensee for damages
concerning performance or nonperformance by BSI or in any way
related to the subject matter of this Agreement and regardless of
whether the claim for such damages is based in contract or in
tort, shall not exceed the amount of payments made hereunder by
Licensee to BSI.
XIII. TERM OF AGREEMENT AND TERMINATION.
(a) The term of this Agreement shall commence on the date
executed by BSI and shall continue unless earlier terminated as
provided in this section or otherwise rightfully terminated.
Notwithstanding the foregoing, Licensee may not distribute
Intergraph PointStation Applications before January 1, 1995.
(b) BSI may terminate this Agreement forthwith and all
rights and licenses granted hereunder if Licensee materially
breaches this Agreement, and if such breach is not cured within
thirty (30) days after written notice of the breach.
(c) Notwithstanding any other provision of this Agreement,
the occurrence of any of the following events shall, at the
option of BSI, constitute an event of material breach under this
Agreement entitling BSI to terminate this Agreement forthwith:
(i) If a petition or action shall be filed
or taken by or against Licensee under any law
dealing with insolvency, bankruptcy or suspension
of payment;
(ii) If a Receiver is appointed over the
assets or undertaking of Licensee (or any part
thereof);
(iii) If Licensee enters into a deed or
arrangement or makes an assignment for the benefit
of creditors; or
(iv) If Licensee ceases to function as a
going concern or an order is made or a resolution
passed to that effect except for the purposes of
amalgamation or reorganization.
Licensee shall notify BSI immediately upon the occurrence of any
of the foregoing events.
(d) The obligations of Licensee in Section XI hereunder
shall survive termination of this Agreement. Upon termination
of this Agreement, Licensee shall immediately cease marketing
Intergraph PointStation Applications and shall promptly return to
BSI and make no further use of the Licensed Programs and other
materials provided to Licensee under this Agreement.
(e) This Agreement is executory in nature and so long as
Licensee has any continuing obligations hereunder, BSI shall be
entitled to protect the Licensed Programs and master reproduction
sets of the Licensed Programs from breaches of this Agreement.
BSI reserves the right to repossess, after a thirty (30) day
notice period in which Licensee fails to cure any such material
breach, the Licensed Programs and master reproduction sets. This
right shall continue to subsist notwithstanding the termination
of this Agreement and is without prejudice to any accrued rights
of BSI hereunder.
XIV. GENERAL.
(a) In the event that any one or more of the provisions of
this Agreement shall be found to be illegal or unenforceable,
then notwithstanding, this Agreement shall remain in full force
and effect, and such term or provision shall be deemed severed.
(b) Neither party's right to require performance of the
other party's obligations hereunder shall be affected by any
previous waiver, forbearance, or course of dealing.
(c) This is a License Agreement. No agency, partnership,
joint venture or other joint relationship is created hereby and
neither Licensee nor Licensee's agents have any authority of any
kind to bind BSI in any respect whatsoever.
(d) Notwithstanding anything in this Agreement to the
contrary, no default, delay or failure to perform on the part of
either party shall be considered a breach of this Agreement if
such default, delay or failure to perform is shown to be due
entirely to causes beyond the reasonable control of the party
charged with a default, including, but not limited to, causes
such as strikes or other labor disputes, riots, civil
disturbances, actions of governmental authorities, epidemics,
war, embargoes, severe weather, fire, earthquakes, acts of God or
the public enemy, nuclear disasters, or default of a common
carrier.
(e) Wherever in this Agreement either party's consent is
required, such consent shall not unreasonably be withheld or
delayed.
(f) This Agreement, together with the Exhibits hereto, the
Settlement Agreement and Mutual General Release, Amendment 14 to
the Software License Agreement, the Business Relations Agreement,
the Intergraph CSP Agreement and the Distribution Agreement,
collectively set forth the entire agreement and understanding
between and among the parties and, except as specifically
provided herein, supersede and merge all prior oral and written
agreements, discussions and understandings between the parties,
and neither of the parties shall be bound by any conditions,
inducements or representations 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 hereby. Unless otherwise
specified herein, this Agreement does not supersede or merge the
Software License Agreement dated April 17, 1987, as amended, the
Stock Purchase Agreement, the Stockholders' Agreement, or the
Software License Agreement For IGDS File Formats, or the Amended
License Agreement dated January 28, 1993.
(g) The terms and conditions of this Agreement shall
prevail, notwithstanding any variance with any purchase order or
other written instrument submitted by Licensee, whether formally
rejected by BSI or not. This Agreement may be amended or
modified only in a writing, signed by each party.
(h) Notices under this Agreement shall be sufficient only if
mailed postage prepaid by certified or registered mail, return
receipt requested. Notices by mail shall be deemed received
three business days after deposit. Notices to BSI or Licensee as
appropriate, shall be sent to the address of such party specified
on the first page of this Agreement.
(i) All disputes arising out of this Agreement shall be
settled by binding arbitration before a single arbitrator in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The arbitration will be conducted in
Wilmington, Delaware and the decision of the Arbitrator will be
final, and may be reduced to judgment in any court of competent
jurisdiction. Each party shall bear its own costs and expenses
in connection with an arbitration proceeding.
(j) This Agreement shall be interpreted and governed by the
substantive law of the State of Delaware.
(k) BSI agrees to deposit a copy of the Source Code of the
Licensed Programs, including all software materials necessary for
a successful build of the Licensed Programs, with an independent
Escrow Agent under an Escrow Agreement in the form attached
hereto as Exhibit E.
(l) Licensee may not distribute with Intergraph PointStation App
lications any BSI documentation, printed or on-line, other than
the Permitted Documentation provided pursuant to Exhibit G, and
then only with BSI's prior written consent. The criteria for
such consent by BSI (which will not be unreasonably withheld)
will be its determination that the full documentation for the
Intergraph PointStation Application sufficiently emphasizes its
Significant Value Added, rather than the functions of the
Licensed Programs
EXHIBIT A
---------
POINTSTATION END-USER SOFTWARE LICENSE AGREEMENT
You should carefully read the following terms and conditions
before opening this program package. To the extent permitted by
law, opening this package indicates your acceptance of these
terms and conditions. If you do not agree with them, you should
promptly return this media package unopened for a full refund.
LICENSE AND LIMITED WARRANTY
----------------------------
Intergraph Corporation provides this program and licenses its use
to you. You assume responsibility for the selection of this
program to achieve your intended results, and for the
installation, use and results obtained from this program. THIS
PROGRAM IS A PROPRIETARY PRODUCT OF INTERGRAPH CORPORATION AND
BENTLEY SYSTEMS, INC., AND IS PROTECTED BY COPYRIGHT LAWS. TITLE
TO THIS PROGRAM, OR ANY COPY, MODIFICATION OR MERGED PORTION OF
THIS PROGRAM SHALL AT ALL TIMES REMAIN WITH INTERGRAPH
CORPORATION AND BENTLEY SYSTEMS, INC.
(a) Single-use software.
The programs licensed herein constitute single-use
software. Each license for single-use software permits a single
copy to be stored on hard disk and loaded for execution on a
single designated type of workstation and operating system
(platform). It is the responsibility of the licensee to assure
that single-use software is not moved to a second workstation
until it has been completely removed from the first.
(b) Home use.
If the software is permanently stored on the hard disk
of a workstation and one person uses that workstation more than
80% of the time it is in use, then that person may also use the
software either on a portable computer or on a home computer.
You may:
1. Copy this program into any machine readable form for backup
purposes in support of your licensed use of the program.
2. Transfer this program and license to another party if the
other party agrees to accept the terms of this Agreement. If you
transfer this program, you must at the same time either transfer
all copies, modifications or merged portions, in whatever form,
to the same party, or destroy those not transferred. You may not
decompile, disassemble or otherwise reverse engineer this
program.
You may not use, copy, modify, or transfer this program, in whole
or in part, except as expressly provided for in this Agreement.
If you do transfer possession of any copy of the program to
another party except as expressly provided, your license is
automatically terminated.
Term
The license is effective until terminated. You may terminate it
at any time by destroying this program together with all copies.
It will also terminate upon conditions set forth elsewhere in
this Agreement or if you fail to comply with any term or
condition of this Agreement, or if you fail to pay the
appropriate license fee(s). You agree upon termination to
destroy this program together with all copies.
Intergraph's Warranties and Your Remedies
a. Intergraph warrants for a period of thirty (30) days from
the date of shipment that, under normal use, software
delivery media will be free of defects in material and
workmanship. You acknowledge and agree that Intergraph will
satisfy this warranty it if corrects errors which appear in
this program or in the user manuals, reported to Intergraph
during the warranty period. INTERGRAPH DOES NOT WARRANT
THAT ANY INTERGRAPH PRODUCT WILL MEET YOUR REQUIREMENTS, AND
UNDER NO CIRCUMSTANCES DOES INTERGRAPH WARRANT THAT ANY
INTERGRAPH PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE.
Intergraph warrants and represents that it has the right to
grant this license.
The foregoing warranties are void if failure of a warranted
item results, directly or indirectly, from an unauthorized
modification to a warranted item; an unauthorized attempt to
repair a warranted item; or misuse of a warranted item,
including without limitation use of warranted item under
abnormal operating conditions or without routinely
maintaining a warranted item. You agree to promptly notify
Intergraph of any suspected defects in software delivery
media or this program.
THE FOREGOING WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
b. Intergraph's entire liability and your exclusive remedy
shall be, in Intergraph's sole and absolute discretion,
either (i) the repair or replacement of any warranted item
which does not meet the respective warranties given above,
or (ii) a refund of the purpose price of the warranted item.
c. The above warranties and limitations give you specific legal
rights, and you may also have other rights which vary from
jurisdiction to jurisdiction. Certain limitations set forth
in this section may not apply in some jurisdictions.
Limitation of Damages
In no event will Intergraph be liable to you for any damages,
including but not limited to any incidental, special or
consequential damages, arising out of or in connection with this
Agreement may be brought by you more than two (2) years after the
cause of action has accrued.
General
If this program is acquired directly or indirectly on behalf of a
unit or agency of the United States Government, this provision
applies. For civilian agencies: This program was developed at
private expense and is "restricted computer software" submitted
with restricted rights in accordance with subparagraphs (a)
through (d) of the Commercial Computer Software - Restricted
Rights clause at 52.227-19 of the Federal Acquisition Regulations
("FAR") and its successors, and is unpublished and all rights are
reserved under the copyright laws of the United States. For
units of the Department of Defense ("DoD"): This program is
licensed only with "Restricted Rights" as that term is defined in
the DoD Supplement to the FAR, clause 252.227-7024(c)(1)(ii),
Rights in Technical Data and Computer Software and its
successors, and use, duplication or disclosure is subject to the
restrictions set forth therein.
Any attempt to sublicense, assign or transfer the license or the
program except as expressly provided in this Agreement is void.
If a portion of this Agreement is held unenforceable, the rest of
this Agreement shall remain enforceable.
This Agreement will be governed by the laws of the State of Alabama.
Should you have any questions concerning this Agreement, you may
contact your local Intergraph Corporation by calling 1-800-345-4856
or writing Intergraph Corporation, Huntsville, AL 35894-0001.
You acknowledge that you have read this Agreement, understand it
and agree to be bound by its terms and conditions. You further
agree that it is the complete and exclusive statement of the
agreement between us which supersedes any proposal or prior
agreement, oral or written, and any other communications between
us relating to the subject matter of this Agreement.
SUPPORT SERVICES:
Intergraph will provide free telephone support during the
warranty period. Free support will be limited to bug reports,
installation , and basic operation. These questions can be
logged through Intergraph's standard support number 1-800-633-
7248. Intergraph will accept customer reports of problems found,
but after the warranty period you will be required to purchase
updated or corrected software. If you obtained this program from
an authorized dealer you should contact the dealer for support.
UPDATES:
Upgrades, when and as available, will be provided at a separate
charge. In order to receive notices of upgrades and
enhancements, you must complete and return the enclosed
registration form.
Intergraph (TM) is a registered trademark and Solutions for the
Technical Desktop is a trademark of Intergraph Corporation.
MicroStation is a registered trademark of Bentley Systems, Inc.,
an Intergraph affiliate.
EXHIBIT B
---------
License Fees
Licensee shall pay to BSI for each Intergraph PointStation
Application licensed to an End User:
*** of the then current U.S. list price of
the most current version of MicroStation, but not
more than ***, and in any event:
Most Favored Nation Rights - If BSI enters
into any contract with a third party developer
pursuant to which the third-party developer
acquires rights to a MicroStation engine , then
BSI will promptly provide to Licensee a written
notice of the terms, conditions, delivery dates,
and specifications for such MicroStation engine.
Intergraph will thereafter have the option to
enter into a contract with BSI for the same engine
deliverable upon the same terms, conditions, and
delivery schedules.
With respect to such engine, Licensee will
be entitled to use any applications for use with
such new engine that are the substantial
equivalent of an application permitted to the
third party developer under such contract.
Audit Rights - solely for the purpose of
enforcing its Most Favored Nation Rights herein,
Licensee will have the right to conduct an audit,
no more frequently than twice per year, of BSI's
records relating to contracts with third party
developers for MicroStation engines. Such audit
will be conducted by an independent accounting
firm, acceptable to BSI, who will sign a non-
disclosure agreement with respect to any
information reviewed in connection with the audit.
It is understood that the independent accounting
firm retained for this purpose will report to
Licensee only such information necessary to enable
it to determine whether or not its most favored
nation rights are being honored. Under no
circumstances, will the independent accounting
firm reveal to Licensee the identities of the
third party developers involved in such contracts.
EXHIBIT C
---------
BENTLEY SYSTEMS, INCORPORATED trademarks and trade names shall be
used as follows:
MicroStation (TM)
When the Company name is used with the Company logo, it must
always be in FULL CAPITALS, bold italic, Swiss san serif type as
follows:
BENTLEY SYSTEMS, INCORPORATED
When the Company name is used without the Company logo, it must
always be in FULL CAPITALS, standard type as follows:
BENTLEY SYSTEMS, INCORPORATED
Trademark acknowledgement for MicroStation shall be provided as
follows:
"MicroStation is the registered trademark of Bentley Systems,
Incorporated"
Licensee must acknowledge the use of BSI's Licensed Programs in
Licensee's Intergraph PointStation Applications by including the
following statement on the Kit Box, the program documentation,
the software media, and the opening screen:
MicroStation Engine Copyrightc Bentley Systems, Incorporated 1994
"MicroStation Engine" is a registered* trademark of Bentley
Systems, Incorporated
* (to be added at such time as BSI receives registration for
this trademark)
In connection with its distribution of Intergraph PointStation
Applications, Licensee will comply in all respects with a certain
Amended License Agreement between the parties dated January 28,
1993 relating to the trademark "MICROSTATION."
EXHIBIT D
---------
PRODUCT SUPPORT
---------------
BSI will make available to Licensee a program to
support the MicroStation V5 Runtime Engine on an annual basis.
The support program is intended to provide professional technical
support services to Licensee in order to assist Licensee in
maintaining the Licensed Programs component of its Intergraph
PointStation Applications. This support program is not intended
to support End Users of Intergraph PointStation Applications.
A. The MicroStation V5 Runtime Engine Support Program will
provide to Licensee the following services:
(i) During the term of Support coverage, BSI shall furnish
second-line technical support to Intergraph in the English
language. This support shall include (a) BSI's best efforts to
resolve trouble reports forwarded from Intergraph to BSI; (b)
unlimited telephone consulting during normal business hours
concerning the use of, and problems with the Licensed Programs;
(c) a periodic status report to Intergraph summarizing all known
problems with Licensed Programs; (d) providing one copy of each
update to the Licensed Programs. BSI and Intergraph shall each
identify designated maintenance representatives to be responsible
for receiving and sending all documents, reports, and telephone
communications regarding the maintenance of the Licensed
Programs.
(ii) During the term of support coverage, BSI will provide
new Object Code modules for each new Windows NT processor
implementation on which MicroStation Version 5 is supported by
BSI.
(iii) During the term of support coverage, BSI will provide
updates as necessary to maintain compatibility with changes in
the Supported Environment operating systems.
(iv) For each language translation of MicroStation V5
offered by BSI, BSI will supply to Intergraph, within sixty (60)
days of commercial availability of such V5 translation, a
corresponding resource file compatible with the Licensed
Programs,
B. The quarterly payment to be paid by Licensee to BSI for
the MicroStation V5 Runtime Engine Support Program shall be based
on an annual rate of:
(a) *** of the royalties paid for the most recent 12 month period, plus
(b) *** of the royalties paid for the 12 months preceding the period in
(a) plus
(c) *** of the royalties paid for the 12 months preceding the
12 month period in (b).
C. BSI shall have the right to terminate the MicroStation
V5 Runtime Engine Support Program with 6 months notice to
Intergraph at such time as the support payments hereunder
aggregate less than *** for the preceding 12 month period. If
the support payments calculated according to Section (ii) are
less than ***, Intergraph shall have the right to
additionally pay a sum which will meet the *** minimum.
EXHIBIT E
---------
SOURCE CODE ESCROW AGREEMENT
THIS IS AN AGREEMENT, dated , 1994 by
and among Intergraph Corporation ("Licensee"), a Delaware corpora
tion having a mailing address of One Madison Industrial Park,
Huntsville, Alabama 35894, Bentley Systems, Incorporated
("Licensor"), a Delaware corporation having a mailing address of
690 Pennsylvania Drive, Exton, Pennsylvania 19341 and
("Escrow Agent"), having a mailing address of
.
W I T N E S S E T H:
WHEREAS, Licensor and Licensee have entered into an OEM
Software License Agreement for MicroStation V5 Runtime Engine
(the "License Agreement") dated , pursuant to
which Licensor has licensed to Licensee certain computer
software, including updates thereof from time to time developed
by Licensor (collectively, the "Product"); and
WHEREAS, Licensor desires not to disclose the source
code for the Product to Licensee except as provided in this
Escrow Agreement; and
WHEREAS, Licensor and Licensee desire that upon the
occurrence of a "Default" as defined in Paragraph 6 hereof,
Licensee shall obtain the source code and all revisions thereof,
and accordingly, Licensor agrees to deliver said source code to
the Escrow Agent;
NOW, THEREFORE, each intending to be legally bound
hereby, Licensor, Licensee and Escrow Agent agree as follows:
1. Source Code. As used herein, "Source Code" means
a human readable form of the Product showing the computer
language instructions comprising the program, from which Object
Code can be produced, in which the program logic may be deduced
by a human being, and from which a printed listing can be made by
processing it with a computer.
2. Engagement of Escrow Agent. Licensor hereby
engages Escrow Agent and Escrow Agent hereby accepts such
engagement subject to the terms and conditions of this Agreement.
The Escrow Agent, acting as the agent of Licensor, shall accept
and hold the Source Code in a fireproof safe at its offices at
the address indicated above until the Escrow Agent receives
notice pursuant to the terms of this Agreement that the Escrow
Agent is to deliver the Source Code to Licensor or Licensee.
3. Deposit of Source Code. Licensor shall deposit
the Source Code with the Escrow Agent on or before January 15,
1995. Licensor shall deposit with the Escrow Agent Source Code
for modifications and enhancements, if any, to the Product within
ten (10) days of delivery of such modification or enhancements by
Licensor to Licensee. Upon receipt of the Source Code and each
modification to the Source Code, the Escrow Agent shall send to
Licensee, with a copy to Licensor, a written confirmation that
the Source Code or additions thereto have been delivered to it.
The confirmation shall contain a list of the items which Licensor
has delivered to the Escrow Agent, and the date of such delivery.
4. Ownership. The Source Code held by the Escrow
Agent shall remain the exclusive property of the Licensor, and
the Escrow Agent shall not use the Source Code or disclose the
same to any third party except as specifically provided for
herein.
5. Representations of Licensor to Licensee. Licensor
represents and warrants to Licensee that (i) the Source Code
delivered to the Escrow Agent constitutes the source code for the
Product licensed to the Licensee pursuant to the License
Agreement; and (ii) the Source Code delivered to the Escrow Agent
is in a form suitable for reproduction by computer and photocopy
equipment, and consists of a source language statement of the
program or programs comprising the Product in sufficient detail
to allow a reasonably skilled third-party programmer or analyst
to modify, maintain or enhance the Product.
6. Default. Licensor shall be deemed to be in
default of this Agreement upon the occurrence of any one of the
following events (each of which is called a "Default"):
a. if the Licensor fails to discharge any of its
maintenance obligations pursuant to the Product Support Program
for the Product in accordance with the written agreement between
the Licensor and Licensee, and such failure continues for thirty
(30) days after Licensee's notification to Licensor specifying in
detail in which respects the Product is not properly being
supported; or
b. if the Licensor become insolvent, makes a
general assignment for the benefit of creditors, files a
voluntary petition of bankruptcy, or suffers or permits the
appointment of a receiver for its business or assets; or
c. if the License Agreement is terminated by
reason of a material uncured breach by Licensee.
7. Release of Source Code.
a. Upon the occurrence of a "Default" as defined
above, Licensee shall give written notice (the "Notice of
Default") to Escrow Agent and Licensor of the occurrence of
Default. The Notice of Default shall, at minimum, (i) be
labelled "Notice of Default", (ii) identify the License Agreement
and this Escrow Agreement, (iii) specify the nature of the
default, (iv) identify the Source Code with specificity, and (v)
instruct the Escrow Agent to transfer the Source Code to
Licensee.
b. Upon receipt of the Notice of Default, the
Escrow Agent shall send a copy thereof to the Licensor by
certified or registered mail, postage prepaid, return receipt
requested. If the Licensor desires to dispute the Notice of
Default, the Licensor shall, within fourteen (14) days after the
receipt of the copy of the Notice of Default from the Escrow
Agent, deliver to the Escrow Agent a statement (the "Dispute
Statement") stating that no Default has occurred, whereupon the
provisions of Paragraph 11 below will become applicable. If the
Escrow Agent receives the Dispute Statement within said fourteen
(14) days, the Escrow Agent shall send a copy thereof to Licensee
by certified or registered mail, return receipt requested, and
the Escrow Agent shall continue to hold the Source Code in
accordance with this Escrow Agreement. If the Escrow Agent does
not receive a Dispute Statement within said fourteen (14) days,
the Escrow Agent is authorized and directed to deliver the Source
Code to the Licensee.
8. Use of Source Code; Confidentiality.
a. Upon the occurrence of a Default and receipt
by the Licensee of the Source Code, Licensee may use the Source
Code solely to modify, enhance and support the Product, and to
make a reasonable number of copies of the Source Code to assist
in the performance of such tasks;
b. Licensee acknowledges and agrees that the
Source Code constitutes confidential proprietary information of
the Licensor. Licensee may disclose the Source Code only to
those employees required to have knowledge of such information to
perform their duties. Licensee shall protect the Source Code
with the same degree of care as it protects its own confidential
information, and in no event less than a reasonable degree of
care.
9. Deposit with Escrow Agent After Default. If a
Default occurs and is later cured, Licensee shall promptly return
the Source Code to the Escrow Agent.
10. Termination. If the License Agreement terminates
pursuant to its expiration or a breach by Licensee, Licensor
shall give notice of such termination to the Escrow Agent and
Licensee. The Escrow Agent shall then transfer the Source Code
to Licensor and the Escrow Agreement will terminate.
11. Disputes.
a. In the event that Licensor files a Dispute
Statement with the Escrow Agent in the manner and within the time
period set forth in Paragraph 7(b) hereof, the Escrow Agent shall
not release the Source Code to Licensee except in accordance with
(i) a final decision of the arbitration panel as hereinafter
provided, or (ii) receipt of an agreement with authorized and
notarized signatures of both Licensor and Licensee, authorizing
the release of the Source Code to Licensee.
b. Disputes arising under this Agreement shall
be referred immediately to, and settled by, binding arbitration.
The arbitration panel shall consist of one person. The
arbitration shall be conducted in Wilmington, Delaware in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The Escrow Agent shall give prompt
effect to any authenticated arbitration award.
12. Payment to Escrow Agent. As compensation for the
services performed by the Escrow Agent hereunder, the Escrow
Agent shall receive a fee of ($
) per year, which fee may be reasonably increased by Escrow Agent
from time to time. Licensor shall bear all fees charged by
Escrow Agent.
13. Termination. This Escrow Agreement shall
terminate upon the delivery of the Source Code by Escrow Agent to
Licensor or Licensee in accordance with the terms of this
Agreement; provided, however, if Licensor cures a Default after
delivery of the Source Code to Licensee, this Agreement shall be
reinstated.
14. Obligations and Liabilities of Escrow Agent.
a. The Escrow Agent shall have no obligation or
responsibility whatsoever to determine (i) the existence, rele
vance, completeness, currency, accuracy, or any other aspects of
the Source Code or (ii) whether what is deposited by Licensor is
the Source Code as defined herein.
b. The Escrow Agent shall exercise a high degree
of care for the Source Code. The level of care exercised shall
be at least as high as the Escrow Agent would use to protect its
own valuable documents.
c. The Escrow Agent shall not be responsible for
the genuineness of any affidavit or signature and may rely
conclusively upon and shall be protected when acting upon any
notice, affidavit, or other document believed by it in good faith
to be genuine and properly made.
d. The Escrow Agent shall not be responsible or
liable for any act or omission on its part in the performance of
its duties as Escrow Agent under this Agreement, except as such
act or omission constitutes gross negligence, willful misconduct
or fraud, or violates the Escrow Agent's obligation under subpara
graph (b) above.
e. The Escrow Agent shall not be responsible in
any manner whatsoever for any failure or inability of Licensor or
Licensee to deliver the Source Code to Escrow Agent or otherwise
honor any of the provisions of this Agreement.
f. Licensee and Licensor, jointly and severally,
shall reimburse and indemnify the Escrow Agent for, and hold it
harmless against any loss, liability or expense, including
counsel fees, incurred without bad faith, willful misconduct or
gross negligence on the part of the Escrow Agent, arising out of
or in connection with its acceptance of, or performance of, its
duties and obligations under this Agreement, except the Escrow
Agent's obligations under subparagraph (b) above.
g. Escrow Agent shall not divulge, disclose, use
or otherwise make available to third parties the Source Code
except as provided in this Agreement.
15. Modifications and Amendments. This Agreement
shall not be amended or modified except by a written agreement
signed by all of the parties hereto.
16. Entire Agreement. This Agreement contains the
entire agreement between the parties with respect to the escrow
of the Source Code, and there are no other terms or conditions,
express or implied, written or oral. This Agreement supersedes
and merges all prior oral and written agreements, discussions and
understandings between the parties with respect to the escrow of
the Source Code.
17. Notices. Any notice required under this Agreement
shall be given in writing and delivered personally or sent by
certified or registered mail, postage prepaid, to all the parties
at their addresses noted above or such other addresses as shall
have been designated to each other in writing.
18. Governing Law. This Agreement shall be governed
by and construed in accordance with the substantive laws of the
State of Delaware.
19. Construction. This Agreement is the product of
joint draftsmanship and shall not be construed against any party
more strictly than against the other parties.
20. Headings. The headings are for convenience only
and do not affect the meaning of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first above written.
LICENSEE:
By:________________________________
LICENSOR:
By:________________________________
ESCROW AGENT:
By:________________________________
EXHIBIT F
---------
LICENSED PROGRAM PRODUCT SPECIFICATION
--------------------------------------
The Runtime Engine will be based on MicroStation Version 5, and
will not be upgraded or enhanced for future MicroStation versions
(such as Version 6).
1.0 Supported Functionality:
A. Licensed Programs will contain only a subset of the
existing functionality of MicroStation V5 (except that there may
be additional code required to implement the mechanisms for
limiting the functionality of the Licensed Programs to less than
the functionality of MicroStation V5, and to limit the MicroCSL
and MDL applications that the Licensed Programs will execute to
the set of Accepted Applications). To the extent that the
functionality of MicroStation V5 on a particular Supported
Environment is less than its functionality on any other Supported
Environment, the functionality of the Licensed Programs on the
first such Supported Environment may contain only a subset of the
functionality of Licensed Programs on such other Supported
Environment.
B. Licensed Programs will contain the following
MicroStation V5 functionality:
(i) MicroCSL Runtime Support
(a) The Licensed Programs will support the
MicroCSL function set of V5.
(b) The Licensed Programs will include the ability
to start MicroCSL Programs from among the set of MicroCSL
executables required for the operation of the Accepted
Applications only. Such MicroCSL executables must be started at
program startup time through the Licensed Programs' "-a" command
line switch facility.
(c) The MicroCSL development environment for the
Licensed Programs will consist of the MicroCSL development
environment as delivered to accompany MicroStation V5. The
MicroCSL library itself may be different to accomodate the
changes required to restrict the MicroCSL programs that the
Licensed Programs will execute.
(d) The MicroCSL runtime environment will include
the routines necessary to support the Intergraph-developed "AS"
library. Intergraph is responsible for support of the "AS"
library.
(ii) MicroStation Development Language (MDL) Runtime
Support
(a) The Licensed Programs will support the MDL
built-in function set of V5.
(b) The Licensed Programs will include the ability
to start MDL programs from among the set MDL programs required
for the operation of the Accepted Applications only. Such MDL
programs must be started at program startup through the License
Programs "MS_INITAPP" and/or "MS_DGNAPP" facility.
(c) The Licensed Programs will include the ability
to start the MDL utilities mentioned in Paragraph 1(b)(vi) of
this Exhibit F during the program session.
(d) The MDL development environment for the
Licensed Programs will consist of the MDL development environment
as delivered to accompany MicroStation V5. Certain libraries may
be added or modified from those in the MicroStation V5
environment to accomodate the changes required to restrict the
MDL programs that the Licensed Programs will execute.
(e) The Licensed Programs will include support for
MDL functions including, but not limited to, ***
BUT only, as to each Supported Environment, to the extent that
such functions are available in MicroStation V5 for such
Supported Environment.
(iii) Dynamic Link Module (DLM) Runtime Support
(a) The Licensed Programs will support DLM's and
such DLM's will have the functionality available to DLM's in
MicroStation V5. For a particular DLM to be supported, it must be
built with the compiler and linker used to build the Licensed
Programs on the Supported Environment.
(b) The Licensed Programs will include the ability
to load DLM's from among the set of DLM's required for the
operation of the Accepted Applications.
(iv) To the extent that such support is included in
MicroStation V5, the Licensed Programs shall provide a tool kit
and hooks to extend element types and manipulations.
(v) Database Support. To the extent that the databases
listed below are supported in MicroStation V5, they shall be
supported in the Licensed Programs.
RIS
Oracle
Informix
Xbase
ODBC
(vi) The Licensed Programs shall provide the following
utility programs with the functionality of MicroStation V5:
EDG
T23/T32
DWG/DXF
CGM
Font Installer
(vii) The Licensed Programs shall display 3D files
including any Open/GL functionality included in MicroStation V5
for a particular Supported Environment. In any event, the
Licensed Programs shall include support for the programming
interface known as "MOGLE" to the extent support is included in
MicroStation V5 for a particular Supported Environment.
(viii) The Licensed Programs shall include ONLY the
rendering functionality included in MicroStation Draft, including
wiremesh display
raster hidden line display
smooth shading display
and
global lighting display
(ix) The Licensed Programs shall be constructed such
that an Accepted Application that runs on Licensed Programs can
be run on MicroStation V5 for the same Supported Environment.
Some source code modifications to the Accepted Application will
be required to accomodate the changes required to restrict the
MicroCSL, MDL, and DLM applications that the Licensed Programs
will execute, but those changes will not prevent the Accepted
Application so modified from running on MicroStation V5.
(x) The Licensed Program shall provide a minimal 2D/3D
drafting Graphics User Interface that consists ONLY of:
(a) A command window with functionality similar to
the functionality of MicroStation V5's command window.
(b) Command Palettes to access supported commands.
(c) Dialog Boxes and Settings Boxes required to
set user-adjustable parameters used by the supported commands.
(xi) The Licensed Programs shall use the Intergraph
licensing API.
(xii) The Licensed Programs shall support European
localization to the extent same is supported by MicroStation V5
for a particular Supported Environment.
(xiii) The Licensed Programs shall support
internationalization for Asian languages to the extent supported
by MicroStation V5 for a particular Supported Environment.
C. Licensed Programs will include ONLY the subset of
MicroStation V5 commands that are included in Microstation Draft,
a copy of the preliminary specification for which shall be
supplied by BSI within thirty (30) days of the date hereof and
attached to this Agreement as Exhibit H, and shall at a minimum
include the following:
***
D. Commands and features that are included in MicroStation
Draft but are not included in MicroStation V5 will NOT be
supported in the Licensed Programs. Additionally, the following
commands and features will NOT be supported in the Licensed
Programs regardless of whether or not they are included in
MicroStation Draft:
Tutorials
Cursor Alignments
Constraint placement
Advanced rendering options (except as noted above)
Assigning materials, defining materials
Lighting control panels
Solar study
IGES
Movie production
3D Boolean operations
2.0 "Supported Environments" :
(a) Licensed Programs will support the following operating
environments:
(i) Intel System-Microsoft DOS and Microsoft Windows
releases on which MicroStation V5 runs, with the same level of
integration with Microsoft Windows offered in MicroStation V5;
(ii) Microsoft Windows NT platforms on which versions
of MicroStation V5 run;
(iii) Platforms supported by the next major release of
Microsoft Windows, which is presently in development and code-
named "CHICAGO" for which BSI develops and releases any version
of MicroStation.
EXHIBIT G
---------
DEVELOPMENT PLAN, ACCEPTANCE AND REMEDY
1. Intergraph shall provide to BSI no later than May 16, 1994 a
list and price-book descriptions (including the U.S. list prices
as of March 30, 1994) of all products existing at March 30, 1994
which it believes meet the criteria set forth in sub-paragraphs
(i) through (iv) of the definition of "Accepted Application" in
Section I(l) ("the Criteria"), and which it desires to integrate
with the Licensed Programs to create Intergraph PointStation
Applications. No Intergraph products existing at March 30,
1994 other than those listed therein will be considered to meet
the Criteria, and BSI shall have no obligations hereunder with
respect to such other Intergraph products existing at March 30,
1994. Subsequent Intergraph applications, upon Intergraph's
written request, will ultimately be considered as candidates for
Accepted Applications with respect to the criteria in
subparagraphs (i), (ii), (iii), and (v) in Section I(l), but will
not be a condition for determination of initial Deficiencies
pursuant to Paragraph 4 below.
2. Intergraph shall, no later than July 1, 1994, supply to BSI
the MicroCSL executable names, MDL application names, and DLM
names required for operation of each Accepted Application.
3. BSI shall use best efforts to implement the Runtime Engine as
set forth in Exhibit F, test it and deliver it to Licensee on or
before August 30, 1994. BSI will extract a subset of the
MicroStation Version 5 Reference Manual that addresses the end
user command subset available in the Licensed Programs and
provide it in machine-readable form as Permitted Documentation
for inclusion in Intergraph PointStation documentation. BSI will
provide this material in "as is" condition.
4. Licensee shall, no later than November 15, 1994, specifically
identify in writing to BSI any Deficiencies in the Runtime
Engine. As used in this paragraph, a "Deficiency" means an
instance in which an Accepted Application successfully executes
on MicroStation V5, but fails to execute substantially the same
functions on the Runtime Engine, where such failure is due to
causes other than differences between MicroStation V5 and the
Runtime Engine defined in Exhibit F sections B(vii), B(viii),
B(x), C and D.
5. In the event that BSI fails to correct on or before
December 31, 1994, a Deficiency reported to it by Licensee before
November 15, 1994 (unless the Runtime Engine was delivered to
Licensee after August 30, 1994, in which case Licensee shall
notify BSI of any Deficiency no later than ninety (90) days after
the Runtime Engine is delivered to Licensee, and BSI shall have
until thirty (30) days thereafter to correct it), Licensee shall
be entitled to temporarily loan copies of MicroStation V5, to End
Users at the royalty rate provided herein for such Accepted
Applications only. BSI shall furnish such loan copies to
Licensee. At such time as BSI has corrected such Deficiency,
Licensee shall furnish the applicable Intergraph PointStation
Application to the End Users, retrieve from the End Users the
loaned copies of MicroStation V5 and return such copies to BSI.
EXHIBIT H
---------
June 14, 1994
Mr. James W. Meadlock
Intergraph Corporation
One Madison Industrial Park
Huntsville, AL 35894
Dear Jim:
The enclosed document supplies Exhibit H pursuant to Exhibit
F, Paragraph C of the OEM SOFTWARE LICENSE AGREEMENT FOR
MICROSTATION V5 RUNTIME ENGINE dated May 2, 1994 between
Intergraph and Bentley Systems. Please countersign below
and return this letter by return mail to indicate your
receipt of this information.
Sincerely,
\s\ Barry J. Bentley
Barry J. Bentley
Executive Vice President
Bentley Systems, Inc.
By: \s\ J.W. Meadlock 6-20-94
----------------- -------
James W. Meadlock Date
cc: Tommy D. Steele, Intergraph
Keith A. Bentley, BSI
Gregory S. Bentley, BSI
Exhibit H
---------
"MicroStation Draft" Command Set
and
MicroStation Engine Specification
This document provide specification for the MicroStation
Runtime Engine (MRTE) to be developed by Bentley Systems,
Inc. for use by Intergraph Corporation in accordance with
the provisions of the OEM SOFTWARE LICENSE AGREEMENT FOR
MICROSTATION V5 RUNTIME ENGINE dated May 2, 1994. This
document is supplied as Appendix H of the abovementioned
agreement, but it includes not only the "MicroStation Draft"
(Note 1) Command set but additional specifications which
will be helpful to Intergraph to begin planning for the
MRTE.
Exhibit H.1 lists the MDL applications that are included in
the MRTE, although in some cases the functionality of these
MDL applications is limited compared to their functionality
in MicroStation Version 5 as documented herein. Exhibit H.2
lists the standalone utility programs included with the
MRTE. The database servers from MicroStation Version 5 are
included unmodified in the MRTE, and are not listed since
they vary from one platform to another.
The MicroStation Draft command set is documented in a
spreadsheet in Exhibit H.3. The first column contains every
command that is contained in the core of MicroStation
Version 5.0 and additionally those in the MDL applications
that are included with MicroStation Draft. MicroStation
Draft includes some additional commands that are not listed
because they were not supported in MicroStation Version 5,
and are thus explicitly excluded from the MRTE in the OEM
Agreement. The second column lists whether the command is
supported in Draft. Blank entries are interpreted as "YES".
The third column lists whether the command is supported is
MRTE. Again, blank entries are interpreted as YES. If the
command IS NOT supported in MicroStation Draft but IS
supported in MRTE, the column has YES explicitly for
contrast. The fourth column indicates whether a user
interface is provided for the command in the MRTE. The
fifth column consists of some comments for commands for
which clarification is necessary.
- ------------------------------------
Note 1: The final product may be called something other
than MicroStation Draft.
Exhibit H.1: MicroStation Runtime Engine MDL Applications
3dtools
adm
cgmin
cgmout
clipbrd
cnvdgm
cutter
dimset
dimtool
dwgin
dwgout
fontinst
lstyle
match
measure
modify
pattern
region
scrncapt
Exhibit H.2: MicroStation Runtime Engine Utilities
edg.exe
plotutil.exe
Exhibit H.3: MicroStation Draft/MicroStation Runtime Engine Command List
Command Name Supported Supported User interface Comment
in Draft in Engine in Engine
ACTIVE_ANGLE_PT2 NO NO
ACTIVE_ANGLE_PT3 NO NO
ACTIVE_AREA_HOLE
ACTIVE_AREA_SOLID
ACTIVE_AREA_TOGGLE NO
ACTIVE_AXIS
ACTIVE_AXORIGIN
ACTIVE_BACKGROUND NO
ACTIVE_BSPLINE_CLOSED NO YES
ACTIVE_BSPLINE_OPEN NO YES
ACTIVE_BSPLINE_ORDER NO YES
ACTIVE_BSPLINE_PERIODIC_OFF NO NO
ACTIVE_BSPLINE_PERIODIC_ON NO NO
ACTIVE_BSPLINE_PERIODIC_TOGGLE NO NO
ACTIVE_BSPLINE_POLE NO NO
ACTIVE_BSPLINE_POLYGON_OFF NO YES
ACTIVE_BSPLINE_POLYGON_ON NO YES
ACTIVE_BSPLINE_POLYGON_TOGGLE NO YES NO
ACTIVE_BSPLINE_RHO NO NO
ACTIVE_BSPLINE_TOLERANCE NO NO
ACTIVE_BSPLINE_UCLOSED NO NO
ACTIVE_BSPLINE_UOPEN NO NO
ACTIVE_BSPLINE_UORDER NO NO
ACTIVE_BSPLINE_UPOLE NO NO
ACTIVE_BSPLINE_URULES NO NO
ACTIVE_BSPLINE_VCLOSED NO NO
ACTIVE_BSPLINE_VOPEN NO NO
ACTIVE_BSPLINE_VORDER NO NO
ACTIVE_BSPLINE_VPOLE NO NO
ACTIVE_BSPLINE_VRULES NO NO
ACTIVE_CAPMODE_OFF
ACTIVE_CAPMODE_ON
ACTIVE_CAPMODE_TOGGLE NO
ACTIVE_CELL
ACTIVE_CLASS_CONSTRUCTION
ACTIVE_CLASS_PRIMARY
ACTIVE_COLOR_XX
ACTIVE_DATABASE NO YES NO
ACTIVE_DATYPE NO YES NO
ACTIVE_ENTITY NO YES NO
ACTIVE_FILL_OFF
ACTIVE_FILL_ON
ACTIVE_FILL_TOGGLE NO
ACTIVE_FILLCOLOR_XX
ACTIVE_FONT
ACTIVE_GRIDMODE_ISOMETRIC
ACTIVE_GRIDMODE_OFFSET NO NO
ACTIVE_GRIDMODE_ORTHOGONAL
ACTIVE_GRIDMODE_TOGGLE NO
ACTIVE_GRIDRATIO NO NO
ACTIVE_GRIDREF
ACTIVE_GRIDUNIT
ACTIVE_INDEX NO YES NO User command
index file
ACTIVE_KEYPNT NO #keypoints
per element
ACTIVE_LEVEL
ACTIVE_LINE_LENGTH NO text node
setting
ACTIVE_LINE_SPACE NO text node
setting
ACTIVE_LINEWIDTH NO YES NO old line
width stuff
ACTIVE_LINKAGE NO YES NO
ACTIVE_NODE NO updates
active
node number
ACTIVE_ORIGIN NO
ACTIVE_PATTERN_ANGLE
ACTIVE_PATTERN_CELL
ACTIVE_PATTERN_DELTA
ACTIVE_PATTERN_MATCH NO
ACTIVE_PATTERN_SCALE
ACTIVE_PATTERN_TOLERANCE
ACTIVE_POINT
ACTIVE_RCELL NO
ACTIVE_REPORT NO YES NO
ACTIVE_REVIEW NO YES NO
ACTIVE_SCALE_DISTANCE NO NO
ACTIVE_STREAM_ANGLE
ACTIVE_STREAM_AREA
ACTIVE_STREAM_DELTA
ACTIVE_STREAM_TOLERANCE
ACTIVE_STYLE_CSELECT Changes style
of selected
elements
ACTIVE_TAB NO tab width for
"include"
command
ACTIVE_TAG
ACTIVE_TERMINATOR
ACTIVE_TEXT NO match text
ACTIVE_TNJ
ACTIVE_TSCALE NO active
terminator
size
ACTIVE_TXHEIGHT_PT2 NO NO
ACTIVE_TXJ
ACTIVE_TXSIZE
ACTIVE_TXWIDTH_PT2 NO NO
ACTIVE_UNITROUND NO NO
ACTIVE_WEIGHT_CSELECT Changes
weight of
selected
elements
ACTIVE_XSCALE
ACTIVE_YSCALE
ACTIVE_ZDEPTH_ABSOLUTE NO
ACTIVE_ZDEPTH_RELATIVE NO
ACTIVE_ZSCALE
ALIGN NO NO Align view
ANALYZE
ARRAY_ICON
ARRAY_POLAR NO
ARRAY_RECTANGULAR NO
ATTACH_ACS
ATTACH_AE NO YES NO
ATTACH_COLORTABLE_BOTH NO
ATTACH_COLORTABLE_CREATE NO
ATTACH_COLORTABLE_LEFT NO
ATTACH_COLORTABLE_RIGHT NO
ATTACH_COLORTABLE_WRITE NO
ATTACH_DA NO YES NO
ATTACH_LIBRARY
ATTACH_MENU NO NO No tablet
support
ATTACH_REFERENCE
ATTACH_TAGS
BACKUP NO
BEEP NO
BLEND_BSPLINE_CURVE NO NO
BLEND_BSLINE_RAILS NO NO
BLEND_BSLINE_SURFACE NO NO
BLEND_CURVE NO NO
BLEND_RAILS NO NO
BLEND_SURFACE_EDGE NO NO
BOOLEAN_SURFACE_DIFFERENCE NO NO
BOOLEAN_SURFACE_INTERSECTION NO NO
BOOLEAN_SURFACE_UNION NO NO
CACHE_RELOAD NO
CAPTURE_CLOSE
CAPTURE_DIALOG NO
CAPTURE_FILEDIALOG
CAPTURE_FOCUS NO
CAPTURE_PALETTE NO
CAPTURE_RECTANGLE
CAPTURE_SCREEN
CAPTURE_VIEW_CONTENTS
CAPTURE_VIEW_WINDOW
CGM_INPUT_CONVERT
CGM_INPUT_DIALOG
CGM_INPUT_FILE
CGM_INPUT_FONTS_ATTACH
CGM_INPUT_FONTS_SAVE
CGM_INPUT_FONTS_SAVEAS
CGM_INPUT_LEVELS_ATTACH
CGM_INPUT_LEVELS_SAVE
CGM_INPUT_LEVELS_SAVEAS
CGM_INPUT_LINESTYLES_ATTACH
CGN_INPUT_LINESTYLES_SAVE
CGM_INPUT_LINESTYLES_SAVEAS
CGM_INPUT_LOG
CGM_INPUT_SETTINGS_ATTACH
CGM_INPUT_SETTINGS_FONTS
CGM_INPUT_SETTINGS_LEVELS
CGM_INPUT_SETTINGS_LINESTYLES
CGM_INPUT_SETTINGS_OPTIONS
CGM_INPUT_SETTINGS_SAVE
CGM_INPUT_SETTINGS_SAVEAS
CGM_INPUT_SETTINGS_WEIGHTS
CGM_INPUT_SHEET
CGM_INPUT_WEIGHTS_ATTACH
CGM_INPUT_WEIGHTS_SAVE
CGM_INPUT_WEIGHTS_SAVEAS
CGM_OUTPUT_CONVERT
CGM_OUTPUT_DIALOG
CGM_OUTPUT_FILE
CGM_OUTPUT_LOG
CGM_OUTPUT_SETTINGS_ATTACH
CGM_OUTPUT_SETTINGS_FONTS
CGM_OUTPUT_SETTINGS_LEVELS
CGM_OUTPUT_SETTINGS_LINESTYLES
CGM_OUTPUT_SETTINGS_OPTIONS
CGM_OUTPUT_SETTINGS_REFERENCE
CGM_OUTPUT_SETTINGS_SAVE
CGM_OUTPUT_SETTINGS_SAVEAS
CGM_OUTPUT_SETTINGS_WEIGHTS
CGM_OUTPUT_SHEET
CGM_OUTPUT_TABLE_ATTACH
CGM_OUTPUT_TABLE_SAVE
CGM_OUTPUT_TABLE_SAVEAS
CGM_OUTPUT_WEIGHTS_ATTACH
CGM_OUTPUT_WEIGHTS_SAVE
CGM_OUTPUT_WEIGHTS_SAVEAS
CHAMFER
CHAMFER_SURFACE NO NO
CHANGE_AREA NO
CHANGE_BSPLINE_BOUNDARY NO NO
CHANGE_BSPLINE_CLOSE NO NO
CHANGE_BSPLINE_CURVE NO NO
CHANGE_BSPLINE_DIRECTION NO NO
CHANGE_BSPLINE_NORMAL NO NO
CHANGE_BSPLINE_OPEN NO NO
CHANGE_BSPLINE_ORDER NO NO
CHANGE_BSPLINE_POLE NO NO
CHANGE_BSPLINE_POLYGON NO NO
CHANGE_BSPLINE_RULES NO NO
CHANGE_BSPLINE_UORDER NO NO
CHANGE_BSPLINE_URULES NO NO
CHANGE_BSPLINE_VORDER NO NO
CHANGE_BSPLINE_VRULES NO NO
CHANGE_CLASS NO
CHANGE_COLOR_ELEMENT
CHANGE_COLOR_FILL
CHANGE_COLOROUTLINE
CHANGE_CURVE NO NO
CHANGE_DIMENSION_EXTENSION_OFF NO NO
CHANGE_DIMENSION_EXTENSION_ON NO NO
CHANGE_DIMENSION_EXTENSION_TOGGLE NO NO NO
CHANGE_DIMENSION_SYMBOLOGY_ALTERNATE NO NO
CHANGE_DIMENSION_SYMBOLOGY_STANDARD NO NO
CHANGE_DIMENSION_VIEW NO NO
CHANGE_DIMENSION_WITNESS_OFF NO NO
CHANGE_DIMENSION_WITNESS_ON NO NO
CHANGE_DIMENSION_WITNESS_TOGGLE NO NO NO
CHANGE_DIRECTION NO NO
CHANGE_FILL NO
CHANGE_ICON
CHANGE_LEVEL
CHANGE_LOCK
CHANGE_MLINE
CHANGE_STYLE
CHANGE_SURFACE_BOUNDARY NO NO
CHANGE_SURFACE_CAP NO NO
CHANGE_SURFACE_NORMAL NO NO
CHANGE_SURFACE_SETTINGS NO NO
CHANGE_SYMBOLOGY NO
CHANGE_TAGS
CHANGE_UNLOCK NO
CHANGE_WEIGHT
CHOOSE_ALL NO
CHOOSE_ELEMENT
CLIPBOARD_COPY
CLIPBOARD_CUT
CLIPBOARD_HIDE
CLIPBOARD_PASTE
CLIPBOARD_SHOW
CLOSE_DESIGN NO YES
CLOSE_ELEMENT NO
COLORTABLE_DEFAULT NO
COLORTABLE_DUMP NO NO
COLORTABLE_FILE NO NO
COMPRESS_DESIGN_CONFIRM
COMPRESS_LIBRARY
CONSTRUCT_BISECTOR_ANGLE
CONSTRUCT_BISECTOR_LINE
CONSTRUCT_BSPLINE_CONVERT_COPY NO NO
CONSTRUCT_BSPLINE_CONVERT_ORIGINAL NO NO
CONSTRUCT_BSPLINE_CURVE_CATMULLROM NO NO
CONSTRUCT_BSPLINE_CURVE_EXTEND NO NO
CONSTRUCT_BSPLINE_CURVE
_LEASTSQUARES NO NO
CONSTRUCT_BSPLINE_CURVE_OFFSET
_DISTANCE NO NO
CONSTRUCT_BSPLINE_CURVE_POINTS NO NO
CONSTRUCT_BSPLINE_CURVE_POLES NO NO
CONSTRUCT_BSPLINE_CURVE_PROJECTION NO NO
CONSTRUCT_BSPLINE_CURVE_REDUCE NO NO
CONSTRUCT_BSPLINE_SURFACE_CAP NO NO
CONSTRUCT_BSPLINE_SURFACE
_CATMULLROM NO NO
CONSTRUCT_BSPLINE_SURFACE_CROSS NO NO
CONSTRUCT_BSPLINE_SURFACE_EDGE NO NO
CONSTRUCT_BSPLINE_SURFACE_EXTEND NO NO
CONSTRUCT_BSPLINE_SURFACE
_LEASTSQUARES NO NO
CONSTRUCT_BSPLINE_SURFACE_NET NO NO
CONSTRUCT_BSPLINE_SURFACE_OFFSET NO NO
CONSTRUCT_BSPLINE_SURFACE_POINTS NO NO
CONSTRUCT_BSPLINE_SURFACE_POLES NO NO
CONSTRUCT_BSPLINE_SURFACE
_PROJECTION NO NO
CONSTRUCT_BSPLINE_SURFACE
_REVOLUTION NO NO
CONSTRUCT_BSPLINE_SURFACE_SKIN NO NO
CONSTRUCT_BSPLINE_SURFACE_TUBE NO NO
CONSTRUCT_CURVE_OFFSET NO NO
CONSTRUCT_CURVE_REDUCE NO NO
CONSTRUCT_LINE_AA_1
CONSTRUCT_LINE_AA_2_DEFAULT
CONSTRUCT_LINE_AA_3 NO NO
CONSTRUCT_LINE_AA_4_DEFAULT NO NO
CONSTRUCT_LINE_AA_ICON
CONSTRUCT_LINE_MINIMUM
CONSTRUCT_PERPENDICULAR_FROM NO NO
CONSTRUCT_PERPENDICULAR_TO NO NO
CONSTRUCT_POINT_ALONG_DEFAULT NO NO
CONSTRUCT_POING_BETWEEN_DEFAULT NO NO
CONSTRUCT_POINT_DISTANCE_DEFAULT NO NO
CONSTRUCT_POINT_INTERSECTION NO NO
CONSTRUCT_POINT_PROJECT NO NO
CONSTRUCT_SURFACE_CROSSECTION NO NO
CONSTRUCT_SURFACE_EDGE NO NO
CONSTRUCT_SURFACE_NETWORK NO NO
CONSTRUCT_SURFACE_OFFSET NO NO
CONSTRUCT_SURFACE_PROJECTION
CONSTRUCT_SURFACE_REVOLUTION
CONSTRUCT_SURFACE_SWEEP NO NO
CONSTRUCT_SURFACE_TUBE NO NO
CONSTRUCT_TANGENT_ARC_1 NO NO
CONSTRUCT_TANGENT_ARC_3 NO NO
CONSTRUCT_TANGENT_BETWEEN NO NO
CONSTRUCT_TANGENT_CIRCLE_1 NO NO
CONSTRUCT_TANGENT_CIRCLE_3 NO NO
CONSTRUCT_TANGENT_FROM NO NO
CONSTRUCT_TANGENT_PERPENDICULAR NO NO
CONSTRUCT_TANGENT_TO NO NO
CONVERT_BSPLINE NO NO
COPY_ED
COPY_ELEMENT
COPY_ICON
COPY_PARALLEL_DISTANCE
COPY_PARALLEL_KEYIN
COPY_VIEW
CREATE_CELL
CREATE_CHAIN_AUTOMATIC
CREATE_CHAIN_EOF NO NO
CREATE_CHAIN_ICON
CREATE_CHAIN_MANUAL
CREATE_DRAWING
CREATE_ENTITY NO YES NO
CREATE_LIBRARY
CREATE_REGION_DIFFERENCE
CREATE_REGION_FENCE NO NO Not implemented
in 5.0
CREATE_REGION_FLOOD NO NO
CREATE_REGION_ICON NO
CREATE_REGION_INTERSECTION
CREATE_REGION_UNION
CREATE_SHAPE_AUTOMATIC_DEFAULT NO
CREATE_SHAPE_EOF NO NO
CREATE_SHAPE_ICON
CREATE_SHAPE_MANUAL
CREATE_SYMBOL Linestyle app
CROSSHATCH_DIFFERENCE
CROSSHATCH_ELEMENT
CROSSHATCH_FENCE NO
CROSSHATCH_FLOOD NO NO
CROSSHATCH_ICON NO
CROSSHATCH_INTERSECTION
CROSSHATCH_POINTS
CROSSHATCH_UNION
CUT_ALL NO
CUT_SINGLE NO
DEFINE_ACS_ELEMENT_CYLINDRICAL
DEFINE_ACS_ELEMENT_DEFAULT NO
DEFINE_ACS_ELEMENT_RECTANGULAR
DEFINE_ACS_ELEMENT_SPHERICAL
DEFINE_ACS_POINTS_CYLINDRICAL
DEFINE_ACS_POINTS_DEFAULT NO
DEFINE_ACS_POINTS_RECTANGULAR
DEFINE_ACS_POINTS_SPHERICAL
DEFINE_ACS_VIEW_CYLINDRICAL
DEFINE_ACS_VIEW_DEFAULT
DEFINE_ACS_VIEW_RECTANGULAR
DEFINE_ACS_VIEW_SPHERICAL
DEFINE_AE NO YES NO
DEFINE_CELL_ATTRIBUTES NO NO
DEFINE_CELL_ORIGIN
DEFINE_LIGHTS NO NO
DEFINE_MATERIALS NO NO
DEFINE_NORTH NO
DEFINE_SEARCH NO YES NO
DELETE_66ELEMENTS_ALL NO
DELETE_66ELEMENTS_LEVELNAME NO
DELETE_66ELEMENTS_MS NO
DELETE_66ELEMENTS_REFERENCE NO
DELETE_66ELEMENTS_START NO
DELETE_66ELEMENTS_TCB NO
DELETE_66ELEMENTS_VIEW NO
DELETE_ACS
DELETE_CELL
DELETE_ELEMENT
DELETE_PARTIAL
DELETE_PATTERN
DELETE_SURFACE_BOUNDARY NO NO
DELETE_VERTEX
DELETE_VIEW
DEPTH_ACTIVE_INTERACTIVE
DEPTH_ACTIVE_PRIMITIVE NO
DEPTH_DISPLAY_INTERACTIVE
DEPTH_DISPLAY_PRIMITIVE NO
DESIGN NO NO Starts design
option
DETACH NO YES NO
DIALOG_ABOUTUSTN
DIALOG_ABOUTWORKSPACE NO
DIALOG_ACTIVEANGLE
DIALOG_ACTIVESCALE
DIALOG_ATTRIBUTES
DIALOG_BUTTONMAP
DIALOG_CAMERA
DIALOG_CELLMAINTENANCE
DIALOG_CMDBROWSE
DIALOG_COLOR
DIALOG_COMMAND NO
DIALOG_COORDSYS
DIALOG_DATABASE NO YES NO
DIALOG_DGNOPTS NO NO Obsolete
DIALOG_DIGITIZING NO NO
DIALOG_DIMATTRIB_OPEN
DIALOG_DIMATTRIB_SYNCHRONIZE NO
DIALOG_DIMBEOM_OPEN
DIALOG_DIMGEOM_SYNCHRONIZE NO
DIALOG_DIMPLACE_OPEN
DIALOG_DIMPLACE_SYNCHRONIZE NO
DIALOG_DIMSETTINGS_OPEN
DIALOG_DIMSETTINGS_SYNCHRONIZE NO
DIALOG_DIMSYMBOL_OPEN
DIALOG_DIMSYMBOL_SYNCHRONIZE NO
DIALOG_DIMTEMPLATE_OPEN
DIALOG_DIMTEMPLATE_SYNCHRONIZE NO
DIALOG_DIMTERMINATORS_OPEN
DIALOG_DIMTERMINATORS_SYNCHRONIZE NO
DIALOG_DIMTEXT_OPEN
DIALOG_DIMTEXT_SYNCHRONIZE NO
DIALOG_DIMTOLERANCE_OPEN
DIALOG_DIMTOLERANCE_SYNCHRONIZE NO
DIALOG_DISPLAY
DIALOG_FENCEFRAME
DIALOG_FONT
DIALOG_FUNCKEYS
DIALOG_GRID
DIALOG_IMAGE
DIALOG_LEVELSYMB
DIALOG_LOCKS
DIALOG_LOCKTOGGLES NO
DIALOG_LSTYLEEDIT
DIALOG_LSTYLESETUP
DIALOG_MAINFRAME
DIALOG_MDL NO
DIALOG_NAMEDLEVELS
DIALOG_NAMEDVIEWS
DIALOG_OPENFILE
DIALOG_PALETTE_CUTTER
DIALOG_PALETTE_TAGS
DIALOG_PALETTE_xxx NO NO
DIALOG_PLOT
DIALOG_PRECISION NO NO
DIALOG_READOUT
DIALOG_REFERENCE
DIALOG_REFERENCE_ATTACH
DIALOG_REFERENCEATTACH
DIALOG_REFERENCEROTATE
DIALOG_REFERENCESCALE
DIALOG_RENDER
DIALOG_REVIEWQUERY NO NO MicroStation Review
only
DIALOG_ROTATEACS
DIALOG_SAVEAS
DIALOG_SAVEIMAGE
DIALOG_SETTINGS-SPLINES NO NO
DIALOG_SNAPBUTTONS
DIALOG_SNAPTWOROW NO Not needed
DIALOG_SNAPVERTICAL NO Not needed
DIALOG_STANDARDALERT NO
DIALOG_TAGS_REPORT
DIALOG_TAGS_SETS
DIALOG_TAGS_TEMPLATE
DIALOG_TEXTEDIT
DIALOG_TEXTSETTINGS
DIALOG_TOOLBOX_TEST NO NO testing only
DIALOG_TOOLSETTINGS
DIALOG_UNITS
DIALOG_VIEWLEVELS
DIALOG_VIEWRENDERSET Limited to
appropriate
selections
DIALOG_VIEWROTATION
DIALOG_VIEWSETTINGS
DIALOG_VIEWTOGGLES NO Not needed
DIGITIZER_DOWNLOAD NO NO Obsolete
DIGITIZER_PARTITION NO NO
DIGITIZER_SETUP NO NO
DIMENSION_ANGLE_LINES
DIMENSION_ANGLE_LOCATION
DIMENSION_ANGLE_SIZE
DIMENSION_ANGLE_X
DIMENSION_ANGLE_Y
DIMENSION_ARC_LOCATION
DIMENSION_ARC_SIZE
DIMENSION_ARCLENGTH_OFF
DIMENSION_ARCLENGTH_ON
DIMENSION_ARCLENGTH_TOGGLE NO
DIMENSION_AXIS_ARBITRARY
DIMENSION_AXIS_DRAWING
DIMENSION_AXIS_TRUE
DIMENSION_AXIS_VIEW
DIMENSION_CENTER_MARK
DIMENSION_CENTER_OFF
DIMENSION_CENTER_ON
DIMENSION_CENTER_SIZE
DIMENSION_COLOR_XX
DIMENSION_DIAMETER_EXTENDED
DIMENSION_DIAMETER_PARALLEL
DIMENSION_DIAMETER_PERPENDICULAR
DIMENSION_DIAMETER_POINT
DIMENSION_ELEMENT
DIMENSION_EXTENSION_BOTTOM_OFF
DIMENSION_EXTENSION_BOTTOM_ON
DIMENSION_EXTENSION_BOTTOM_TOGGLE NO
DIMENSION_EXTENSION_LEFT_OFF
DIMENSION_EXTENSION_LEFT_ON
DIMENSION_EXTENSION_LEFT_TOGGLE NO
DIMENSION_EXTENSION_OFF
DIMENSION_EXTENSION_ON
DIMENSION_EXTENSION_RIGHT_OFF
DIMENSION_EXTENSION_RIGHT_ON
DIMENSION_EXTENSION_RIGHT_TOGGLE NO
DIMENSION_EXTENSION_TOGGLE NO
DIMENSION_EXTENSION_TOP_OFF
DIMENSION_EXTENSION_TOP_ON
DIMENSION_EXTENSION_TOP_TOGGLE NO
DIMENSION_FILE_ACTIVE NO
DIMENSION_FILE_REFERENCE NO
DIMENSION_FONT_ACTIVE
DIMENSION_JUSTIFICATION_CENTER
DIMENSION_JUSTIFICATION_LEFT
DIMENSION_JUSTIFICATION_RIGHT
DIMENSION_LEVEL_ACTIVE
DIMENSION_LINEAR
DIMENSION_LOCATION_SINGLE
DIMENSION_LOCATION_STACKED
DIMENSION_NEXT
DIMENSION_ORDINATE
DIMENSION_PLACEMENT_AUTO
DIMENSION_PLACEMENT_MANUAL
DIMENSION_PLACEMENT_SEMIAUTO
DIMENSION_POST_DIAMETER
DIMENSION_POST_OFF
DIMENSION_POST_RADIUS
DIMENSION_POST_SQUARE
DIMENSION_PRE_DIAMETER
DIMENSION_PRE_OFF
DIMENSION_PRE_RADIUS
DIMENSION_PRE_SQUARE
DIMENSION_RADIUS_EXTENDED
DIMENSION_RADIUS_POINT
DIMENSION_SCALE_RESET
DIMENSION_SIZE_ARROW
DIMENSION_SIZE_PERPENDICULAR_ELEMENT
DIMENSION_SIZE_PERPENDICULAR_LINE
DIMENSION_SIZE_PERPENDICULAR_POINTS
DIMENSION_SIZE_STROKE
DIMENSION_STACKED_OFF
DIMENSION_STACKED_ON
DIMENSION_STACKED_TOGGLE NO
DIMENSION_TERMINATOR_FIRST_ARROW
DIMENSION_TERMINATOR_FIRST_OFF
DIMENSION_TERMINATOR_FIRST_ORIGIN
DIMENSION_TERMINATOR_FIRST_STROKE
DIMENSION_TERMINATOR_LEFT_ARROW
DIMENSION_TERMINATOR_LEFT_OFF
DIMENSION_TERMINATOR_LEFT_ORIGIN
DIMENSION_TERMINATOR_LEFT_STROKE
DIMENSION_TERMINATOR_RIGHT_ARROW
DIMENSION_TERMINATOR_RIGHT_OFF
DIMENSION_TERMINATOR_RIGHT_ORIGIN
DIMENSION_TERMINATOR_RIGHT_STROKE
DIMENSION_TEXT_BOX_OFF
DIMENSION_TEXT_BOX_ON
DIMENSION_TEXT_BOX_TOGGLE NO
DIMENSION_TEXT_CAPSULE_OFF
DIMENSION_TEXT_CAPSULE_ON
DIMENSION_TEXT_CAPSULE_TOGGLE NO
DIMENSION_TEXT_COLOR_CSELECT
DIMENSION_TEXT_COLOR_XX
DIMENSION_TEXT_COLOR_COLOROUTLINE
DIMENSION_TEXT_WEIGHT_ACTIVE
DIMENSION_TOLERANCE_LOWER
DIMENSION_TOLERANCE_SCALE
DIMENSION_TOLERANCE_UPPER
DIMENSION_TUTORIAL NO NO
DIMENSION_UNITS_DEGREES
DIMENSION_UNITS_LENGTH
DIMENSION_UPDATE
DIMENSION_VERTICAL_MIXED
DIMENSION_VERTICAL_OFF
DIMENSION_VERTICAL_ON
DIMENSION_WEIGHT_ACTIVE
DIMENSION_WITNESS_BOTTOM_OFF
DIMENSION_WITNESS_BOTTOM_ON
DIMENSION_WITNESS_BOTTOM_TOGGLE NO
DIMENSION_WITNESS_LEFT_OFF
DIMENSION_WITNESS_LEFT_ON
DIMENSION_WITNESS_LEFT_TOGGLE NO
DIMENSION_WITNESS_OFF
DIMENSION_WITNESS_ON
DIMENSION_WITNESS_RIGHT_OFF
DIMENSION_WITNESS_RIGHT_ON
DIMENSION_WITNESS_RIGHT_TOGGLE NO
DIMENSION_WITNESS_TOGGLE NO
DIMENSION_WITNESS_TOP_OFF
DIMENSION_WITNESS_TOP_ON
DIMENSION_WITNESS_TOP_TOGGLE NO
DISPLAY_ERASE NO NO
DISPLAY_HILITE NO NO
DISPLAY_SET NO NO
DMSG_xxx NO Debugging only
DNLCLT NO NO Obsolete
DNLLVS NO NO Obsolete
DROP_ASSOCIATION
DROP_COMPLEX
DROP_DIMENSION
DROP_LINESTYLE
DROP_MLINE
DROP_PATTERN
DROP_SHARECELL NO
DROP_STRING
DROP_TEXT
DUPLICATE
DWG_INPUT_CONVERT
DWG_INPUT_DIALOG
DWG_INPUT_FILE
DWG_INPUT_FONTS_ATTACH
DWG_INPUT_FONTS_SAVE
DWG_INPUT_FONTS_SAVEAS
DWG_INPUT_LEVELS_ATTACH
DWG_INPUT_LEVELS_SAVE
DWG_INPUT_LEVELS_SAVEAS
DWG_INPUT_LINESTYLES_ATTACH
DWG_INPUT_LINESTYLES_SAVE
DWG_INPUT_LINESTYLES_SAVEAS
DWG_INPUT_LOG
DWG_INPUT_SETTINGS_ATTACH
DWG_INPUT_SETTINGS_FONT
DWG_INPUT_SETTINGS_LEVELS
DWG_INPUT_SETTINGS_LINESTYLES
DWG_INPUT_SETTINGS_OPTIONS
DWG_INPUT_SETTINGS_SAVE
DWG_INPUT_SETTINGS_SAVEAS
DWG_INPUT_SETTINGS_WEIGHTCOLOR
DWG_INPUT_SETTINGS_WEIGHTS
DWG_INPUT_SHEET
DWG_INPUT_WEIGHTCOLOR_ATTACH
DWG_INPUT_WEIGHTCOLOR_SAVE
DWG_INPUT_WEIGHTCOLOR_SAVEAS
DWG_INPUT_WEIGHTS_ATTACH
DWG_INPUT_WEIGHTS_SAVE
DWG_INPUT_WEIGHTS_SAVEAS
DWG_MAPTBL_DBLMAP_ATTACH
DWG_MAPTBL_DBLMAP_SAVE
DWG_MAPTBL_DBLMAP_SAVEAS
DWG_MAPTBL_DBLMAP_WEIGHTWIDTH
DWG_MAPTBL_DBLMAP_WIDTHWEIGHT
DWG_MAPTBL_INTMAP_ATTACH
DWG_MAPTBL_INTMAP_CHAR
DWG_MAPTBL_INTMAP_COLOR
DWG_MAPTBL_INTMAP_SAVE
DWG_MAPTBL_INTMAP_SAVEAS
DWG_MAPTBL_INTMAP_WEIGHTCOLOR
DWG_MAPTBL_NAMEMAP_ATTACH
DWG_MAPTBL_NAMEMAP_FONTS
DWG_MAPTBL_NAMEMAP_LEVEL
DWG_MAPTBL_NAMEMAP_LINESTYLE
DWG_MAPTBL_NAMEMAP_SAVE
DWG_MAPTBL_NAMEMAP_SAVEAS
DWG_OUTPUT_LOG
DWG_OUTPUT_SETTINGS_ATTACH
DWG_OUTPUT_SETTINGS_COLORS
DWG_OUTPUT_SETTINGS _FONTS
DWG_OUTPUT_SETTINGS_INTMAP
DWG_OUTPUT_SETTINGS_LEVELS
DWG_OUTPUT_SETTINGS_LINESTYLES
DWG_OUTPUT_SETTINGS_OPTIONS
DWG_OUTPUT_SETTINGS_SAVE
DWG_OUTPUT_SETTINGS_SAVEAS
DWG_OUTPUT_SETTINGS_WEIGHTS
DWG_SETTINGS_ATTACH
DWG_SETTINGS_SAVE
DWG_SETTINGS_SAVEAS
DXF_IN
DXFOUT
ECHO NO UC only
EDIT_AE NO YES NO
EDIT_AUTO_DIALOG
EDIT_DIALOGTEXT
EDIT_SINGLE_DIALOG
EDIT_TAGS
EDIT_TEXT
ELEMENT_LIST NO
EXCHANGEFILE
EXIT_NOUC NO YES NO user command only
EXIT_QUERY
EXIT_RESTART NO NO Never supported
EXTEND_CURVE NO NO
EXTEND_ELEMENT_2
EXTEND_ELEMENT_INTERSECTION
EXTEND_LINE_2
EXTEND_LINE_DISTANCE
EXTEND_LINE_ICON
EXTEND_LINE_INTERSECTION
EXTEND_LINE_KEYIN
EXTEND_SURFACE NO NO
EXTRACT_BSPLINE_BOUNDARY NO NO
EXTRACT_BSPLINE_SURFACE_BOUNDARY NO NO
EXTRACT_BSPLINE_SURFACE_ISOU NO NO
EXTRACT_BSPLINE_SURFACE_ISOV NO NO
EXTRACT_CURVE NO NO
EXTRACT_SILHOUETTE_CURVE NO NO
EXTRUDE_SURFACE_REGION NO NO
FENCE_ARRAY_POLAR_DEFAULT
FENCE_ARRAY_RECTANGULAR_DEFAULT
FENCE_ATTACH NO YES NO
FENCE_CHANGE_CLASS
FENCE_CHANGE_COLOR
FENCE_CHANGE_LEVEL
FENCE_CHANGE_LOCK
FENCE_CHANGE_STYLE
FENCE_CHANGE_SYMBOLOGY
FENCE_ CHANGE_UNLOCK NO
FENCE_CHANGE_WEIGHT
FENCE_COPY
FENCE_DELETE
FENCE_DETACH
FENCE_DROP_ASSOCIATION
FENCE_DROP_COMPLEX
FENCE_DROP_DIMENSION
FENCE_DROP_MLINE
FENCE_FILE NO
FENCE_FREEZE NO
FENCE_LOAD NO YES NO
FENCE_LOCATE NO
FENCE_MIRROR_COPY_HORIZONTAL
FENCE_MIRROR_COPY_LINE
FENCE_MIRROR_COPY_VERTICAL
FENCE_MIRROR_ORIGINAL_HORIZONTAL
FENCE_MIRROR_ORIGINAL_LINE
FENCE_MIRROR_ORIGINAL_VERICAL
FENCE_MOVE
FENCE_REPORT
FENCE_ROTATE_COPY
FENCE_ROTATE_ORIGINAL
FENCE_SCALE_COPY
FENCE_SCALE_ORIGINAL
FENCE_SEPERATE
FENCE_SPIN_COPY
FENCE_SPIN _ORIGINAL
FENCE_STRETCH
FENCE_SURFACE_PROJECTION NO
FENCE_SURFACE_REVOLUTION_DEFAULT NO
FENCE_THAW NO
FENCE-TRANSFORM NO NO
FENCE_WSET_ADD NO YES NO
FENCE_WSET_COPY NO YES NO
FILEDESIGN
FILLET_BSPLINE_SURFACE_MODIFY NO NO
FILLET_BSPLINE_SURFACE_NOMODIFY NO NO
FILLET_BSPLINE_SURFACE_SINGLE NO NO
FILLET_CURVE NO NO
FILLET_ICON
FILLET_MODIFY
FILLET_NOMODIFY
FILLET_SINGLE
FILLET_SURFACE NO NO
FIND NO YES NO
FIT_ACTIVE
FIT_ALL NO
FIT_REFERANCE NO
FLUSH NO
FORMS_DISPLAY NO YES NO
FORMS_MODE_DIALOG NO YES NO
FORMS_MODE_NONE NO YES NO
FORMS_MODE_TEXT NO YES NO
FORMS_OFF NO YES NO
FORMS_ON NO YES NO
FREE NO NO Shows free
disk space
FREEZE NO
GENERATE NO NO Not really
a command
GETCLR NO NO User commands
only
GROUP_ADD NO
GROUP_DROP NO
GROUP_HOLES NO
GROUP_SELECTION
HATCH_DIFFERENCE
HATCH_ELEMENT
HATCH_FENCE
HATCH_FLOOD NO NO
HATCH_ICON NO
HATCH_INTERSECTION
HATCH_POINTS
HATCH_UNION
HELP_CONTEXT
IDENTIFY_CELL NO
IDENTIFY_TEXT NO
IGEN_LOAD NO needed only
for constraint
placement
IMPOSE_BSPLINE_BOUNDARY NO NO
IMPOSE_BSPLINE_SURFACE_BOUNDARY_NOPROJECTNO NO
IMPOSE_BSPLINE_SURFACE_BOUNDARY_PROJECT NO NO
INCLUDE NO
INCREMENT_ED NO
INCREMENT_TEXT NO
INDEX NO
INSERT_VERTEX
INTERSECT_BSPLINE_SURFACE_MODIFY NO NO
INTERSECT_BSPLINE_SURFACE_NOMODIFY NO NO
INTERSECT_BSPLINE_SURFACE_SINGLE NO NO
IUPDATE NO
IUPDATE_ALL NO
IUPDATE_BOTH NO
IUPDATE_FENCE_INSIDE NO
IUPDATE_FENCE_OUTSIDE NO
IUPDATE_FILE NO
IUPDATE_GRID NO NO
IUPDATE_LEFT NO
IUPDATE_REFERENCE NO
IUPDATE_RIGHT NO
IUPDATE_TUTORIAL NO NO
IUPDATE_VIEW NO
JOIN_CORNER
JOIN_CROSS_CLOSED
JOIN_CROSS_MERGE
JOIN_CROSS_OPEN
JOIN_TEE_CLOSED
JOIN_TEE_MERGE
JOIN_TEE_OPEN
JUSTIFY_CENTER NO
JUSTIFY_LEFT NO
JUSTIFY_RIGHT NO
LABEL_LINE
LIGHT_APPLY NO NO
LIGHT_CLEAR NO NO
LIGHT_DELETE NO NO
LIGHT_EDIT NO NO
LIGHT_MOVE NO NO
LIGHT_PLACE NO NO
LIGHT_SCAN NO NO
LIGHT_TARGET NO NO
LINESTYLE_EDIT
LINESTYLE_LIBRARY
LINESTYLE_SETTINGS
LISTEN NO NO DOS only
LOAD_DA NO YES NO
LOCELE NO
LOCK_ACS_OFF
LOCK_ACS_ON
LOCK_ACS_TOGGLE NO
LOCK_ANGLE_OFF
LOCK_ANGLE_ON
LOCK_ANGLE_TOGGLE NO
LOCK_ASSOCIATION_OFF
LOCK_ASSOCIATION_ON
LOCK_ASSOCIATION_TOGGLE NO
LOCK_AXIS_OFF
LOCK_AXIS_ON
LOCK_AXIS_TOGGLE NO
LOCK_BORESITE_OFF
LOCK_BORESITE_ON
LOCK_BORESITE_TOGGLE NO
LOCK_CELLSTRETCH_OFF NO
LOCK_CELLSTRETCH_ON NO
LOCK_CELLSTRETCH_TOGGLE NO
LOCK_CONSTRUCTION_OFF
LOCK_CONSTRUCTION_ON
LOCK_CONSTRUCTION_TOGGLE NO
LOCK_DEPTH_OFF
LOCK_DEPTH_ON
LOCK_DEPTH_TOGGLE NO
LOCK_FENCE_CLIP
LOCK_FENCE_INSIDE
LOCK_FENCE_OVERLAP
LOCK_FENCE_VOID_CLIP
LOCK_FENCE_VOID_OUTSIDE
LOCK_FENCE_VOID_OVERLAP
LOCK_GGROUP_OFF
LOCK_GGROUP_ON
LOCK_GGROUP_TOGGLE NO
LOCK_GRID_OFF
LOCK_GRID_ON
LOCK_GRID_TOGGLE NO
LOCK_ISOMETRIC_OFF
LOCK_ISOMETRIC_ON
LOCK_ISOMETRIC_TOGGLE NO
LOCK_LEVEL_OFF
LOCK_LEVEL_ON
LOCK_LEVEL_TOGGLE NO
LOCK_SCALE_OFF
LOCK_SCALE_ON
LOCK_SCALE_TOGGLE NO
LOCK_SELECTION_OFF
LOCK_SELECTION_ON
LOCK_SELECTION_TOGGLE NO
LOCK_SNAP_ACS_OFF NO
LOCK_SNAP_ACS_ON NO
LOCK_SNAP_ACS_TOGGLE NO
LOCK_SNAP_BISECTOR
LOCK_SNAP_CENTER
LOCK_SNAP_CONSTRUCTION_OFF NO
LOCK_SNAP_CONSTRUCTION_ON NO
LOCK_SNAP_CONSTRUCTION_TOGGLE NO
LOCK_SNAP_INTERSECTION
LOCK_SNAP_KEYPOINT
LOCK_SNAP_MIDPOINT
LOCK_SNAP_MODE
LOCK_SNAP_NEAREST
LOCK_SNAP_OFF
LOCK_SNAP_ON
LOCK_SNAP_ORIGIN
LOCK_SNAP_PROJECT
LOCK_TEXTNODE_OFF NO NO
LOCK_TEXTNODE_ON NO NO
LOCK_TEXTNODE_TOGGLE NO NO
LOCK_UNIT_OFF NO NO
LOCK_UNIT_ON NO NO
LOCK_UNIT_TOGGLE NO NO
MARK
MATCH_COLOR NO
MATCH_CURVE NO NO
MATCH_DIMENSION NO
MATCH_ICON NO
MATCH_LEVEL NO
MATCH_MLINE NO
MATCH_PALETTE NO
MATCH_PATTERN NO
MATCH_SMART NO
MATCH_STYLE NO
MATCH_SURFACE NO NO
MATCH_SYMBOLOGY NO
MATCH_TEXT NO
MATCH_UNLOAD NO
MATCH_WEIGHT NO
MATRIX_CELL_DEFAULT NO
MC NO
MDL_BASICENTRY NO
MDL_COMMAND NO
MDL_DEBUG NO
MDL_DLOGLOAD NO
MDL_HEAP NO
MDL_KEYIN NO
MDL_LOAD NO
MDL_SILENTLOAD NO
MDL_SILENTUNLOAD NO
MDL_UNLOAD NO
MEASURE_ANGLE
MEASURE_AREA_DIFFERENCE
MEASURE_AREA_ELEMENT
MEASURE_AREA_FENCE NO
MEASURE_AREA_FLOOD NO NO
MEASURE_AREA_ICON
MEASURE_AREA_INTERSECTION
MEASURE_AREA_POINTS
MEASURE_AREA_UNION
MEASURE_DISPLAY_CENTROID NO NO
MEASURE_DISPLAY_MOMENTS NO NO
MEASURE_DISPLAY_PRINCIPALS NO NO
MEASURE_DISPLAY_RADII NO NO
MEASURE_DISTANCE_ALONG
MEASURE_DISTANCE_ICON
MEASURE_DISTANCE_MINIMUM
MEASURE_DISTANCE_PERPENDICULAR
MEASURE_DISTANCE_POINTS
MEASURE_LENGTH
MEASURE_PALETTE
MEASURE_RADIUS
MEASURE_SAVE NO
MEASURE_VOLUME
MIRROR_COPY_HORIZONTAL
MIRROR_COPY_LINE
MIRROR_COPY_VERTICAL
MIRROR_ICON
MIRROR_ORIGINAL_HORIZONTAL
MIRROR_ORIGINAL_LINE
MIRROR_ORIGINAL_VERTICAL
MODIFY_ARC_ANGLE
MODIFY_ARC_AXIS
MODIFY_ARC_RADIUS
MODIFY_ELEMENT
MODIFY_FENCE
MODIFY_LINESTYLE
MODIFY_LINESTYLE_DASHSCALE
MODIFY_LINESTYLE_ENDWIDTH
MODIFY_LINESTYLE_GAPSCALE
MODIFY_LINESTYLE_SCALE
MODIFY_LINESTYLE_SHIFT
MODIFY_LINESTYLE_STARTWIDTH
MODIFY_LINESTYLE_WIDTH
MODIFY_OLDELEMENT NO
MODIFY_TEXT
MOVE_ACS
MOVE_DOWN NO
MOVE_ELEMENT
MOVE_FENCE
MOVE_ICON NO
MOVE_LEFT NO
MOVE_PARALLEL_DISTANCE
MOVE_PARALLEL_ICON
MOVE_PARALLEL_KEYIN
MOVE_RIGHT NO
MOVE_UP NO
NEWFILE
NOECHO NO UC only
NOTRANS NO
NULL NO
ORIENT_SURFACES NO NO
PAGE_SETUP
PALETTE_2DSPLINES_SPLINES NO NO
PALETTE_CHANGESURFACE_SPLINES NO NO
PALETTE_DERIVED_SPLINES NO NO
PALETTE_FRAME_SPLINES NO NO
PALETTE_SPACECURVE_SPLINES NO NO
PALETTE_SURFACE_SPLINES NO NO
PATTERN_AREA_DIFFERENCE NO NO
PATTERN_AREA_ELEMENT
PATTERN_AREA_FENCE
PATTERN_AREA_FLOOD NO NO
PATTERN_AREA_ICON
PATTERN_AREA_INTERSECTION
PATTERN_AREA_POINTS
PATTERN_AREA_UNION
PATTERN_LINE_ELEMENT NO NO
PATTERN_LINE_ICON NO NO
PATTERN_LINE_MULTIPLE NO NO
PATTERN_LINE_SCALE NO NO
PATTERN_LINE_SINGLE NO NO
PATTERN_MODE_DIFFERENCE NO
PATTERN_MODE_ELEMENT NO
PATTERN_MODE_FENCE NO
PATTERN_MODE_FLOOD NO NO NO
PATTERN_MODE_INTERSECTION NO
PATTERN_MODE_POINTS NO
PATTERN_MODE_UNION NO
PATTERN_PALETTE NO
PAUSE NO
PLACE_ARC_CENTER
PLACE_ARC_EDGE
PLACE_ARC_RADIUS
PLACE_ARC_TANGENT NO NO
PLACE_BLOCK_ICON
PLACE_BLOCK_ISOMETRIC
PLACE_BLOCK_ORTHOGONAL
PLACE_BLOCK_ROTATED
PLACE_BSPLINE_CURVE_CATMULLROM NO NO
PLACE_BSPLINE_CURVE_LEASTSQUARES NO NO
PLACE_BSPLINE_CURVE_POINTS NO NO
PLACE_BSPLINE_CURVE_POLES NO YES
PLACE_BSPLINE_CURVE_SURFACE NO NO
PLACE_BSPLINE_RHO NO NO
PLACE_BSPLINE_SURFACE_CATMULLROM NO NO
PLACE_BSPLINE_SURFACE_LEASTSQUARES NO NO
PLACE_BSPLINE_SURFACE_POINTS NO NO
PLACE_BSPLINE_SURFACE_POLES NO NO
PLACE_CELL_ABSOLUTE_TMATRX NO
PLACE_CELL_ICON
PLACE_CELL_INTERACTIVE_ABSOLUTE
PLACE_CELL_INTERCTIVE_RELATIVE
PLACE_CELL_RELATIVE_TMATRX NO
PLACE_CIRCLE_CENTER
PLACE_CIRCLE_DIAMETER
PLACE_CIRCLE_EDGE
PLACE_CIRCLE_ISOMETRIC NO
PLACE_CIRCLE_RADIUS
PLACE_CONE_ICON
PLACE_CONE_RADIUS
PLACE_CONE_RIGHT
PLACE_CONE_SKEWED NO NO
PLACE_CONIC NO NO
PLACE_CURVE_ICON
PLACE_CURVE_PICON
PLACE_CURVE_POINT
PLACE_CURVE_SPACE NO NO
PLACE_CURVE_STREAM
PLACE_CYLINDER_CAPPED
PLACE_CYLINDER_ICON
PLACE_CYLINDER_RADIUS
PLACE_CYLINDER_RIGHT
PLACE_CYLINDER_SKEWED NO NO
PLACE_CYLINDER_UNCAPPED
PLACE_DIALOGTEXT_ABOVE
PLACE_DIALOGTEXT_ALONG
PLACE_DIALOGTEXT_BELOW
PLACE_DIALOGTEXT_FITTED
PLACE_DIALOGTEXT_FVI
PLACE_DIALOGTEXT_ICON
PLACE_DIALOGTEXT_ON
PLACE_DIALOGTEXT_TMATRIX NO NO
PLACE_DIALOGTEXT_VI
PLACE_ELLIPSE_CENTER
PLACE_ELLIPSE_EDGE
PLACE_ELLIPSE_FOURTH NO NO
PLACE_ELLIPSE_HALF NO NO
PLACE_ELLIPSE_QUARTER NO NO
PLACE_FENCE_BLOCK
PLACE_FENCE_SHAPE
PLACE_HELIX NO NO
PLACE_HELIX3DT NO NO
PLACE_LINE_ANGLE
PLACE_LSTRING_POINT
PLACE_LSTRING_SPACE NO NO
PLACE_LSTRING_STREAM
PLACE_MLINE
PLACE_NODE_ICON
PLACE_NODE_TMATRIX NO
PLACE_NODE_VIEW
PLACE_NOTE_DIALOG
PLACE_PARABOLA_ENDPOINTS NO NO
PLACE_PARABOLA_HORIZONTAL_MODIFY NO NO
PLACE_PARABOLA_HORIZONTAL_NOMODIFY NO NO
PLACE_PARABOLA_ICON NO NO
PLACE_PARABOLA_MODIFY NO NO
PLACE_PARABOLA_NOMODIFY NO NO
PLACE_PARABOLA3DT NO NO
PLACE_POINT_STRING_CONTINUOUS NO
PLACE_POINT_STRING_DISJOINT NO
PLACE_POLYGON_CIRCUMSCRIBED
PLACE_POLYGON_EDGE
PLACE_POLYGON_ICON
PLACE_POLYGON_INSCRIBED
PLACE_SHAPE_ICON
PLACE_SHAPE_ORTHOGONAL
PLACE_SLAB
PLACE_SLAB_ICON
PLACE_SPHERE
PLACE_SPHERE_ICON
PLACE_SPIRAL_ANGLE NO NO
PLACE_SPIRAL_ENDPOINTS NO NO
PLACE_SPIRAL_LENGTH NO NO
PLACE_SPIRAL3DT NO NO
PLACE_SURFACE NO NO
PLACE_SYMBOL Linestyle app
PLACE_TERMINATOR NO
PLACE_TEXT_ABOVE
PLACE_TEXT_ALONG
PLACE_TEXT_BELOW
PLACE_TEXT_FITTED
PLACE_TEXT_FVI NO
PLACE_TEXT_ICON
PLACE_TEXT_ON
PLACE_TEXT_TMATRIX NO
PLACE_TEXT_VI NO
PLACE_TORUS
PLACE_WEDGE
PLOT
POINT_ABSOLUTE NO
POINT_ACSABSOLUTE NO
POINT_ACSDELTA NO
POINT_DEFAULT NO
POINT_DELTA NO
POINT_DISTANCE NO
POINT_VDELTA NO
POPMENU NO NO sidebar menus only
PRINT
PUNCH_SURFACE_REGION NO NO
QU NO NO Not really a
command
QUIT_NOUC NO NO Not really a
command
QUIT_QUERY NO
QUIT_RESTART NO NO
RECORD_OFF NO NO
RECORD_ON NO NO
REDO_ELEMENT
REFERENCE_ATTACH_DEFAULT
REFERENCE_CLIP_BACK
REFERENCE_CLIP_BOUNDARY
REFERENCE_CLIP_FRONT
REFERENCE_CLIP_MASK
REFERENCE_DETACH
REFERENCE_DISPLAY_DESIGN
REFERENCE_DISPLAY_OFF
REFERENCE_DISPLAY_ON
REFERENCE_DISPLAY_TOGGLE NO
REFERENCE_FIT NO
REFERENCE_LEVELS_OFF
REFERENCE_LEVELS_ON
REFERENCE_LEVELS_TOGGLE NO
REFERENCE_LOCATE_OFF
REFERENCE_LOCATE_ON
REFERENCE_LOCATE_TOGGLE NO
REFERENCE_MIRROR_HORIZONTAL
REFERENCE_MIRROR_VERTICAL
REFERENCE_MOVE
REFERENCE_RELOAD NO
REFERENCE_ROTATE_DEFAULT
REFERENCE_SCALE_DEFAULT
REFERENCE_SNAP_OFF
REFERENCE_SNAP_ON
REFERENCE_SNAP_TOGGLE NO
REFERENCE_UPDATE NO
REMOVE_BSPLINE_BOUNDARY_ALL NO NO
REMOVE_BSPLINE_BOUNDARY_SINGLE NO NO
RENAME_CELL_DEFAULT
RENDER_ALL_CONSTANT
RENDER_ALL_FILLED
RENDER_ALL_HIDDEN
RENDER_ALL_PHONG NO NO
RENDER_ALL_SMOOTH
RENDER_ALL_WIREMESH
RENDER_ELEMENT_CONSTANT NO
RENDER-ELEMENT_FILLED NO
RENDER_ELEMENT_HIDDEN NO
RENDER_ELEMENT_PHONG NO NO
RENDER_ELEMENT_SMOOTH NO
RENDER_ELEMENT_WIREMESH NO
RENDER_FENCE_CONSTANT NO
RENDER_FENCE_FILLED NO
RENDER_FENCE_HIDDEN NO
RENDER_FENCE_PHONG NO NO
RENDER_FENCE_SMOOTH NO
RENDER_FENCE_WIREMESH NO
RENDER_ICON
RENDER_VIEW_ANTIALIAS NO NO
RENDER_VIEW_CONSTANT
RENDER_VIEW_FILLED
RENDER_VIEW_HIDDEN
RENDER_VIEW_PHONG NO NO
RENDER_VIEW_SMOOTH
RENDER_VIEW_STEREO NO NO
RENDER_VIEW_WIREMESH
REPLACE_CELL_ABSOLUTE_TMATRX NO
REPLACE_CELL_ICON NO
REPLACE_CELL_RELATIVE_TMATRX NO
RESET NO
RESOURCEFILE_OPEN NO
REVIEW NO YES NO
REVIEW_TAGS
ROTATE_3PTS NO NO
ROTATE_ACS_ABSOLUTE_DEFAULT NO
ROTATE_ACS_RELATIVE_DEFAULT NO
ROTATE_COPY
ROTATE_ICON
ROTATE_ORIGINAL
ROTATE_VIEW_ABSOLUTE
ROTATE_VIEW_ELEMENT NO
ROTATE_VIEW_POINTS NO
ROTATE_VIEW_RELATIVE NO
ROTAYE_VMATRX NO
SAVE_ACS
SAVE_FUNCTION_KEY
SAVE_IMAGE
SAVE_VIEW
SCALE_COPY
SCALE_ICON
SCALE_ORGINAL
SELECT_CELL_ABSOLUTE_TMATRX NO
SELECT_CELL_ICON
SELECT_CELL_RELATIVE_TMATRX NO
SELVIEW NO
SET_ACSDISPLAY_OFF NO
SET_ACSDISPLAY_ON NO
SET_ACSDISPLAY_TOGGLE NO
SET_AUTOPAN_OFF NO NO
SET_AUTOPAN_ON NO NO
SET_AUTOPAN_TOGGLE NO NO
SET_AUXINPUT_OFF NO YES NO
SET_AUXINPUT_ON NO YES NO
SET_AUXINPUT_TOGGLE NO YES NO
SET_BACKGROUND_OFF
SET_BACKGROUND_ON
SET_BACKGROUND_TOGGLE NO
SET_BUTTON NO NO Obsolete
SET_CAMERA_DEFINITION
SET_CAMERA_DISTANCE
SET_CAMERA_ICON
SET_CAMERA_LENS_ANGLE
SET_CAMERA_LENS_EXTRAWIDE
SET_CAMERA_LENS_FISHEYE
SET_CAMERA_LENS_LENGTH
SET_CAMERA_LENS_NORMAL
SET_CAMERA_LENS_PORTRAIT
SET_CAMERA_LENS_TELEPHOTO
SET_CAMERA_LENS_TELESCOPIC
SET_CAMERA_LENS_WIDE
SET_CAMERA_OFF
SET_CAMERA_ON
SET_CAMERA_POSITION
SET_CAMERA_TARGET
SET_CELLS_OFF NO NO Never
Implemented
SET_ CELLS_ON NO NO
SET_CELLS_TOGGLE NO NO
SET_COMPATIBLE_DIMENSION_OFF NO
SET_COMPATIBLE_DIMENSION_ON NO
SET_COMPATIBLE_DIMENSION-TOGGLE NO
SET_COMPATIBLE_MLINE_OFF NO
SET_COMPATIBLE_MLINE_ON NO
SET_COMPATIBLE_MLINE_TOGGLE NO
SET_COMPATIBLE_OFF NO
SET_COMPATIBLE_ON NO
SET_CONFIRM_OFF NO
SET_CONFIRM_ON NO
SET_CONFIRM_TOGGLE NO
SET_CONSTRUCT_OFF
SET_CONSTRUCT_ON
SET_CONSTRUCT_TOGGLE NO
SET_CONTROL NO YES NO
SET_COORDINATES_OFF NO NO
SET_COORDINATES_ON NO NO
SET_COORDINATES_TOGGLE NO NO
SET_CURSOR_FULL NO
SET_CURSOR_ISOMETRIC NO
SET_CURSOR_ORTHOGONAL NO
SET_CURSOR_SMALL NO
SET_CURSOR_TOGGLE NO
SET_CURVES_FAST
SET_CURVES_MODE_OFF NO NO Never
Implemented
SET_CURVES_MODE_ON NO NO
SET_CURVES_MODE_TOGGLE NO NO
SET_CURVES_OFF NO NO Same as FAST/SLOW
SET_CURVES_ON NO NO
SET_CURVES_SLOW
SET_CURVES_TOGGLE NO
SET_DATABASE NO YES NO
SET_DDEPTH_ABSOLUTE NO
SET_DDEPTH_RELATIVE NO
SET_DEBUG NO
SET_DELETE_OFF NO YES NO
SET_DELETE_ON NO YES NO
SET_DELETE_TOGGLE NO YES NO
SET_DEPTHCUE_OFF NO NO
SET_DEPTHCUE_ON NO NO
SET_DEPTHCUE_TOGGLE NO NO
SET_DIMENSION_OFF
SET_DIMENSION_ON
SET_DIMENSION_TOGGLE NO
SET_DYNAMIC_OFF NO
SET_DYNAMIC_ON NO
SET_DYNAMIC_SLOW NO NO Obsolete
SET_DYNAMIC_TOGGLE NO
SET_DYNOSIZE NO NO Obsolete
SET_ED_OFF
SET_ED_ON
SET_ED_TOGGLE NO
SET_EDCHAR
SET_FILL_OFF
SET_FILL_ON
SET_FILL_TOGGLE NO
SET_FONT_FAST
SET_FONT_OFF
SET_FONT_ON
SET_FONT_SLOW
SET_FONT_TOGGLE NO
SET_FUNCTION
SET_GRID_OFF
SET_GRID_ON
SET_GRID_TOGGLE NO
SET_HELP_OFF NO
SET_HELP_ON NO
SET_HELP_TOGGLE NO
SET_HILITE
SET_ISOPLANE_ALL NO
SET_ISOPLANE_LEFT NO
SET_ISOPLANE_RIGHT NO
SET_ISOPLANE_TOP NO
SET_LEVELS_OFF
SET_LEVELS_ON
SET_LINEFILL_OFF
SET_LINEFILL_ON
SET_LINEFILL_TOGGLE NO
SET_LINEWIDTH_OFF NO
SET_LINEWIDTH_ON NO
SET_LINEWIDTH_TOGGLE NO NO
SET_LOCATE NO
SET_LVLSYMB_OFF
SET_LVLSYMB_ON
SET_LVLSYMB_TOGGLE NO
SET_MAXGRID NO
SET_MIRTEXT_OFF NO
SET_MIRTEXT_ON NO
SET_MIRTEXT_TOGGLE NO
SET_NODES_OFF
SET_NODES_ON
SET_NODES_TOGGLE NO
SET_ORIENTATION_OFF NO NO Not implemented
in 5.0
SET_ORIENTATION_ON NO NO Not implementted
in 5.0
SET_ORIENTATION_TOGGLE NO NO Not implemented
in 5.0
SET_OVERVIEW_LEFT NO NO Obsolete
SET_OVERVIEW_OFF NO NO Obsolete
SET_OVERVIEW_ON NO NO Obsolete
SET_OVERVIEW_RIGHT NO NO Obsolete
SET_OVERVIEW_TOGGLE NO NO Obsolete
SET_PARSEALL_OFF NO
SET_PARSEALL_ON NO
SET_PARSEALL_TOGGLE NO
SET_PATTERN_OFF
SET_PATTERN_ON
SET_PATTERN_TOGGLE NO
SET_PLOTTER
SET_PROMPT NO YES NO
SET_ RANGE_OFF NO
SET_RANGE_ON NO
SET_RANGE_TOGGLE NO
SET_RASTERTEXT_OFF NO NO Not really a
command
SET_RASTERTEXT_ON NO NO
SET_RASTERTEXT_TOGGLE NO NO
SET_REFBOUND_OFF
SET_REFBOUND_ON
SET_REFBOUND_TOGGLE NO
SET_REFCLIP_FAST NO
SET_REFCLIP_SLOW NO
SET_REFCLIP_TOGGLE NO
SET_RMDEBUG NO NO Debugging only
SET_SAVEAREA NO NO IP32 only
SET_SCANNER_NEW NO
SET_SCANNER_OLD NO
SET_SHARECELL_OFF
SET_SHARECELL_ON
SET_SHARECELL_TOGGLE NO
SET_SMALLTEXT NO
SET_STACKFRACTIONS_OFF
SET_STACKFRACTIONS_ON
SET_STACKFRACTIONS_TOGGLE NO
SET_STREAM_OFF NO
SET_STREAM_ON NO
SET_STREAM_TOGGLE NO
SET_TEXT_FAST
SET_TEXT_MODE_OFF NO YES NO MicroCSL only
SET_TEXT_MODE_ON NO YES NO
SET_TEXT_MODE_TOGGLE NO YES NO
SET_TEXT_OFF
SET_TEXT_ON
SET_TEXT_SLOW
SET_TEXT_TOGGLE NO
SET_TPMODE_ACSDELTA NO
SET_TPMODE_ACSLOCATE NO
SET_TPMODE_ANGLE2 NO
SET_TPMODE_DELTA NO
SET_TPMODE_DISTANCE NO
SET_TPMODE_LOCATE NO
SET_TPMODE_VDELTA NO
SET_TUTVIEW NO NO Tutorials only,
obsolete
SET_UNDO_OFF NO
SET_UNDO_ON NO
SET_UNDO_TOGGLE NO
SET_VIEW_CONSTANT NO
SET_VIEW_FILLED NO
SET_VIEW_HIDDEN NO
SET_VIEW_PHONG NO NO
SET_VIEW_SMOOTH NO
SET_VIEW_WIREFRAME NO
SET_VIEW_WIREMESH NO
SET_WEIGHT_OFF
SET_WEIGHT_ON
SET_WEIGHT_TOGGLE NO
SET_XOR NO
SET_XORDYNAMICS_OFF NO NO IP32 only
SET_XORDYNAMICS_ON NO NO
SET_XORDYNAMICS_TOGGLE NO NO
SET_XORSLOT NO
SHOW_ACS NO
SHOW_AE NO YES NO
SHOW_CAMERA_LENS NO
SHOW_CAMERA_POSITION NO
SHOW_CAMERA_TARGET NO
SHOW_DEPTH_ACTIVE NO
SHOW_DEPTH_DISPLAY NO
SHOW_EOF NO
SHOW_FONT NO
SHOW_HEADER NO NO Obsolete
SHOW_HEAP NO debugging
SHOW_KEYINS NO
SHOW_LIBRARY NO
SHOW_PATTERN NO
SHOW_PLOTTER NO
SHOW_ REFERENCE NO
SHOW_SCANNER NO
SHOW_UORS NO
SHOW_VIEWS NO
SNAP_ACS_OFF NO These are used
to override
default snap mode
SNAP_ACS_ON NO
SNAP_ACS_TOGGLE NO
SNAP_BISECTOR
SNAP_CENTER
SNAP_CONSTRUCTION_OFF NO
SNAP_CONSTRUCTION_ON NO
SNAP_CONSTRUCTION_TOGGLE NO
SNAP_INTERSECTION
SNAP_KEYPOINT
SNAP_MIDPOINT
SNAP_MODE
SNAP_NEAREST
SNAP_OFF
SNAP_ON
SNAP_ORGIN
SNAP_PROJECT
SPIN_COPY
SPIN_ORIGINAL
SPLINES_SETTINGS NO NO
SPLIT_SURFACE NO NO
START NO NO MicroCSL applications
must start at startup.
STITCH_SURFACE NO NO
SUBMENU NO NO Sidebar menus only -
not supported.
SURFACE_PROJECTION NO NO use CONSTRUCT SURFACE
PROJECT
SURFACE_REVOLUTION NO NO use CONSTRUCT SURFACE
REVOLUTION
SWAP_SCREEN NO Not supported under
windows
TEXT_FAST NO NO Same as SET TEXT xx
TEXT_MODE_OFF NO YES NO MicroCSL only
TEXT_MODE_ON NO YES NO
TEXT_MODE_TOGGLE NO YES NO
TEXT_OFF NO NO Same as SET TEXT xx
TEXT_ON NO NO Same as SET TEXT xx
TEXT_SLOW NO NO Same as SET TEXT xx
TEXT_TOGGLE NO NO
THAW NO
TRANSFORM NO
TRESET NO
TRIM
TRIM_SURFACE NO NO
TUTORIAL NO NO
TYPE_WAIT NO
UCC NO YES NO
UCI NO YES
UNCUT NO
UNDO_ALL_NOCONFIRM NO
UNDO_MARK
UNGROUP
UPDATE_ALL NO
UPDATE_BOTH NO
UPDATE_FENCE_INSIDE NO
UPDATE FENCE_OUTSIDE NO
UPDATE_FILE NO
UPDATE_GRID NO
UPDATE_LEFT NO
UPDATE_REFERENCE NO
UPDATE_RIGHT NO
UPDATE_TUTORIAL NO NO
UPDATE_VIEW
USERCOMMAND NO YES NO
VERSION NO
VIEW_BACK
VIEW_BOTTOM
VIEW_CLEAR
VIEW_FRONT
VIEW_IMAGE NO
VIEW_ISO
VIEW_LEFT
VIEW_NEXT
VIEW_OFF
VIEW_ON
VIEW_PREVIOUS
VIEW_RGHTISO
VIEW_RIGHT
VIEW_TOGGLE NO
VIEW_TOP
WINDOW_AREA
WINDOW_BACK NO NO DOS only
WINDOW_BOTTOMTOTOP
WINDOW_CASCADE
WINDOW_CENTER
WINDOW_CHANGESCREEN NO NO x Windows only
WINDOW_CLOSE NO NO DOS only
WINDOW_FRONT NO NO DOS only
WINDOW-MAXIMIZE NO NO DOS only
WINDOW-MINIMIZE NO NO DOS only
WINDOW_MOVE_ALLCORNERS NO NO DOS only
WINDOW_MOVE_BLCORNER NO NO DOS only
WINDOW_MOVE_BRCORNER NO NO DOS only
WINDOW_MOVE_BTMEDGE NO NO DOS only
WINDOW_MOVE_LEFTEDGE NO NO DOS only
WINDOW_MOVE-RIGHTEDGE NO NO DOS only
WINDOW_MOVE_TLCORNER NO NO DOS only
WINDOW_TOPEDGE NO NO DOS only
WINDOW_MOVE_TRCORNER NO NO DOS only
WINDOW_ORGIN NO
WINDOW_RESTORE NO NO DOS only
WINDOW_SINK NO
WINDOW_TILE
WINDOW_VOLUME NO NO
WSET_ADD NO YES NO
WSET_COPY NO YES NO
WSET_DROP NO YES NO
ZOOM_IN_CENTER
ZOOM_OUT_CENTER
EXHIBIT I
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT
----------------------
THIS AGREEMENT is entered into this 2nd day of
May, 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
("BSI"), a Delaware corporation having its principal office
and place of business at 690 Pennsylvania Drive, Exton,
Pennsylvania 19341.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to a
Settlement Agreement and Mutual General Release of even date
herewith, which is one of several agreements that
collectively comprise the definitive agreement among the
parties in settlement of certain litigation and arbitration
proceedings pending between and among them;
WHEREAS, BSI has developed computer programs
entitled MicroStation, MicroStation Review, MicroStation
Modeler, MicroStation Field and MicroStation Draft;
WHEREAS, as part of the definitive agreement, the
parties hereto have agreed to enter into this Agreement
pursuant to which BSI shall give Intergraph certain rights
to distribute certain BSI software.
NOW, THEREFORE, intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
-----------
The following words, terms and phrases shall in
this Agreement have the following meanings:
1.01 "Additional Module" means an additional
Product sold for installation on the same workstation with
another Product.
1.02 "Agent" means a third party that sells the
Products on behalf of Intergraph to End Users for
compensation and without taking title to the Products. An
Agent is not an employee of Intergraph.
1.03 "Direct Account" means an account existing as
of January 1, 1995, on which a member of the Intergraph
direct sales force regularly calls in person and where title
to all Products purchased by such account passes directly
from Intergraph to such account without direct or indirect
compensation to an Agent.
1.04 "Distributor" or "Reseller" means a person
that purchases Products from Intergraph and resells such
Products to a Reseller or an End User.
1.05 "End User" means a person or entity that
purchases copies of one or more of the Products from
Intergraph or a Distributor or Reseller of Intergraph, and
uses such Products solely to fulfill its own internal needs
(and not for redistribution, remarketing, timesharing or
service bureau use) in accordance with the terms of an End
User License.
1.06 "End User License" means the written shrink-
wrapped license agreement contained in each Product Kit
pursuant to which BSI, as Licensor, grants to an End User
the limited right to use a Product.
1.07 "Intergraph" means Intergraph Corporation, a
Delaware corporation, and all subsidiaries and affiliates,
which means entities in which Intergraph owns more than
fifty percent (50%) of the outstanding common stock.
1.08 "Intergraph Substantial Value Added
Application" refers to a determination made, as to a
computer software application program, with respect to a
particular Product (unless otherwise mutually agreed in
writing) as follows:
(a) it must be computer software developed by
Intergraph (which may contain third-party content
compromising less than 50% of the object code), or to which
Intergraph has the exclusive distribution license in the
United States, and which prerequisites (that is, technically
requires for its operation) the Product, and which is
actively marketed and sold as a product to End Users and
Resellers for operation with such Product, and
(i) has a bona fide Intergraph U.S. list
price of at least twenty-five percent (25%) of the U.S. list
price of the Product which it prerequisites; or
(ii) if it is an application which is
actively marketed by Intergraph as of March 30, 1994, it
shall be deemed to be an Intergraph Substantial Value Added
Application with respect to MicroStation if its U.S. list
price on that date exceeds One Thousand Dollars ($1000.00);
and it shall be deemed an Intergraph Substantial Value Added
Application with respect to MicroStation Review if it
prerequisites MicroStation Review and its U.S. list price
exceeds Five Hundred Dollars ($500.00). Notwithstanding the
foregoing sentence, the *** applications
are considered to be Intergraph Substantial Value Added
Applications with respect to MicroStation, and in no event
will any member of the ***
family of products be considered Intergraph Substantial
Value Added Applications.
1.09 "Intergraph-Manufactured Computer System"
means a computer system manufactured by or for Intergraph
for distribution under the Intergraph brand name.
1.10 "Intergraph Project Services" means bona
fide custom programming or consulting services performed by
employees or contract programmers paid by and under the
supervision of Intergraph for an End User.
1.11 "Kits" means a sealed package bearing a
unique serial number and which may include (1) a Product
encoded in electronic media in a form released by BSI, and
(2) user guides, reference manuals and other written
materials developed by BSI for distribution and use in
combination with the Product.
1.12 "Marketing Material" means master camera-
ready copy useful in advertising and promoting the Products.
1.13 "Most Favored Price" represents, with
respect to a particular country and a particular Product on
any particular date, the result of applying *** granted
by BSI to a third-party distributor or reseller (but not end
user) since the beginning of the preceding calendar quarter,
for sale within said country, with respect to volumes of
Product purchased, or committed for purchase, under similar
terms and conditions.
1.14 "Products" means (a) the commercially
released versions of the BSI computer programs entitled
"MicroStation", "MicroStation Review", "MicroStation
Modeler", "MicroStation Field" and "MicroStation Draft" and
any upgrades and enhancements thereto, (b) any other
software products developed and sold by BSI which use the
IGDS file format or any extension thereof and (c) any other
software products that BSI, at its discretion, may offer to
add to this Agreement.
1.15 "Product Purchase" means a written order for
Products from Intergraph to BSI specifying a country of
delivery (the "Delivery Country"). Intergraph may order
Product Kits where the U.S. is the Delivery Country, and
which may then be exported and sold by Intergraph in another
country (the "Destination Country"). For all Delivery
Countries other than the U.S. (except with BSI's written
consent), the Destination Country must be the same as the
Delivery Country, without export.
1.16 "Registration" means the mandatory process by
which an End User purchaser of a Product must contact BSI
with the Product serial number and identification
information to obtain a BSI-issued registration code which
permits the legal and unimpeded operation of the Product.
1.17 "Reissue" means the distribution of copies of
Products to existing End Users for use on a different
category of workstation architecture (as classified by
Intergraph when the End User license was issued) than that
originally used by such End User for the Products, where
such user has relinquished the original license and
destroyed all copies of original documentation and original
software.
1.18 "Returns" means Product Kits returned by End
Users for any reason within ninety (90) days from the date
of purchase.
1.19 "Site License" means a written license
agreement pursuant to which an End User has the right to use
a Product at an identified site in return for payment of a
license fee that remains constant regardless of the number
of copies of the Product used at such site.
1.20 "Trademarks" means the trademarks, service
marks, brand names and logos specified in Exhibit A hereto.
1.21 "Translated Product Kit" means a Product Kit
with all elements translated into the local language of a
country.
ARTICLE II
GRANT OF DISTRIBUTION RIGHT
---------------------------
2.01 Appointment.
(a) BSI hereby grants to Intergraph, and
Intergraph hereby accepts from BSI, a nontransferable, non-
exclusive perpetual right to distribute Product Kits
worldwide during the term hereof as follows:
(i) to End Users that are Direct
Accounts as of the date of sale of Product Kits by
Intergraph;
(ii) to End Users that reasonably expect
to contract with Intergraph for Intergraph Project Services
in an amount exceeding *** within one year;
(iii) to End Users, and to
Distributors and Resellers for resale to End Users, provided
that Intergraph delivers with the Product Kit an Intergraph
Substantial Value Added Application for use by the ultimate
End User with the Product;
(iv) to End Users, and to Distributors
and Resellers for resale to End Users, provided that the
Product Kit is distributed with an Intergraph-Manufactured
Computer System; and
(v) to End Users, and to Distributors
and Resellers for resale to End Users, provided the Product
is used solely as a version upgrade to, or as an Additional
Module to an existing Product previously sold by Intergraph
under this Agreement; provided, however, that such upgrade
or Additional Module may be sold through a Distributor or
Reseller only for an existing Product previously sold by
such Distributor or Reseller under this Agreement;
(b) Intergraph shall require by written
agreement that its Distributors and Resellers adhere to the
distribution restrictions set forth in subparagraphs
(a)(iii), (a)(iv) and (a)(v) above. Intergraph shall, upon
ten (10) days written notice by BSI, permit reasonable
inspection of such agreements by BSI or its authorized
auditors at the offices of Intergraph during normal working
hours.
2.02 Product Kits. Intergraph shall distribute
the Product Kits intact, with all packaging, documentation,
and End User Licenses that may be contained therein.
Intergraph shall neither add any materials nor remove any
materials from the Product Kits. Intergraph shall require
by written agreement that its Distributors and Resellers
adhere to the terms of this provision.
2.03 Reserved Rights. All rights not
specifically granted by BSI to Intergraph herein are
reserved by BSI. Except as expressly provided herein in
connection with the distribution of the Product Kits, BSI
does not convey any intellectual property rights, including
without limitation rights under patent or copyright, to
Intergraph in this Agreement. Intergraph shall have no
right whatsoever to receive, review or otherwise use or have
access to the source code for the Products except as
provided herein. BSI shall have the right to discontinue
developing, producing, licensing or distributing any of the
Products and to modify, replace or add to the Products or
Product Kits in its sole discretion at any time. In such
event, BSI shall continue to provide such Product to
Intergraph for a period of *** following
discontinuance.
2.04 Records; Audit of Most Favored Price. BSI
shall maintain sufficient and accurate records of
transactions relating to the Products to permit the
determination of the Most Favored Price. BSI shall, upon
ten (10) days advance written notice by Intergraph, but not
more frequently than once each calendar year, permit
reasonable inspection of such records by a third-party
auditor retained by Intergraph at the offices of BSI during
normal working hours.
2.05 Loan Copies. Intergraph shall have the
right to obtain a reasonable number of Product Kits solely
for loan to prospective End Users. All End User loans
shall be limited to evaluation purposes, and copies used for
productive purposes shall be specifically excluded from this
provision. Intergraph shall administer the loan of Product
Kits using the same procedures as for its own products, but
in no event shall the duration of any loan exceed one
hundred eighty (180) days. Intergraph shall pay all
shipping and material (kits) costs incurred by BSI in
furnishing such copies to Intergraph for loan. Intergraph
shall, upon ten (10) days advance written notice by BSI, but
not more frequently than once each calendar year, permit
reasonable inspection of its records of such loans by a
third-party auditor retained by BSI at the office of
Intergraph during normal working hours.
2.06 Internal Use; Training; Sales
Demonstrations. Intergraph shall have the right to obtain a
reasonable number of Product Kits solely for internal use by
Intergraph, for sales demonstrations and for training.
Intergraph shall pay to BSI the materials and shipping costs
incurred by BSI in furnishing such copies to Intergraph.
Intergraph shall have the right to use electronic delivery
or reproduction for internal use only.
2.07 Support Obligations of BSI.
(a) During the term of this Agreement BSI
shall make available to Intergraph Updates to the Products
that are commercially released by BSI.
(b) During the term of this Agreement, BSI
shall furnish second-line technical support to Intergraph in
the English language. At its option, BSI may also elect to
furnish such support in other languages. This support shall
include (i) BSI's best efforts to resolve trouble reports
forwarded from Intergraph to BSI, with a solutions status
report within twenty-four (24) hours of each new trouble
report; (ii) unlimited telephone consulting during normal
business hours concerning the use of, and problems with, the
products covered under BSP; (iii) a weekly status report
(the format of BSI's "TR database" report or electronic
transmission thereof, at BSI's election, will be acceptable)
to Intergraph summarizing all known problems with products
covered by BSP and providing suggested work around options;
(d) providing one copy of each Update to the products
covered by BSP and related material; (e) providing one copy
of any new or updated manual released for any product
covered by BSP, or any new Documentation produced by BSI for
any product covered by BSP. BSI and Intergraph shall each
identify designated maintenance representatives to be
responsible for receiving and sending all documents,
reports, and telephone communications regarding the
maintenance of the products covered by BSP.
(c) In any instance where Intergraph seeks
second-line technical support, BSI shall not be obligated to
furnish such support unless Intergraph identifies the
particular end user covered under BSP for which such support
is sought.
(d) Nothing in this Agreement shall obligate
BSI to furnish first-line support directly to end users with
BSP contracts. At its option, BSI may request to be put in
to direct contact with any end users to resolve problems. In
such instances, at the request of Intergraph, BSI will
furnish to it periodic status reports of such problems.
ARTICLE III
OBLIGATIONS OF INTERGRAPH
--------------------------
3.01 Inventory. Intergraph shall maintain an
inventory of Product Kits sufficient to adequately serve the
worldwide demand on a reasonably timely basis.
3.02 Good Faith Efforts. Intergraph shall use
good faith efforts to market and distribute the Product Kits
worldwide.
3.03 Promotional Efforts. BSI may, from time to
time, furnish Intergraph with Marketing Material for the
Products. Intergraph may use all such Marketing Material
supplied by BSI. Intergraph may advertise the Products in
advertising media of its choice. In all advertising and
promotion of the Products, Intergraph shall comply with
BSI's standard advertising policies as specified from time
to time by BSI.
3.04 [Intentionally Omitted]
3.05 User Registration. During the term of this
Agreement, BSI shall be responsible for all End User
registration of all Product Kits sold hereunder. Intergraph
shall use its best efforts to secure Registration by End
Users.
3.06 Distributors; Resellers.
(a) Intergraph shall, by written agreement,
require its Distributors and Resellers to adhere to its
contractual obligations herein, including the limitations on
its right to distribute the Products.
(b) Intergraph shall maintain complete and
accurate records of all sales of the Product Kits and of
Intergraph Project Services, and shall require by written
agreement that its Distributors and Resellers maintain such
records, to permit the determination whether each sale of a
Product Kit is permissible hereunder. Intergraph shall also
maintain complete and accurate records of its written
agreements with its Distributors and Resellers. Intergraph
shall, upon ten (10) days advance written notice by BSI to
Intergraph, but not more frequently than once each calendar
year, permit reasonable inspection of such records by BSI or
its accountants at the offices of Intergraph during normal
working hours. BSI agrees to maintain in confidence and not
to disclose to third parties any of the information
contained in or derived from such records without the prior
written consent of Intergraph.
3.07 Market Forecasts. Intergraph shall prepare
and furnish to BSI written forecasts of its purchases of
Product Kits.
3.08 No Right to Copy. Intergraph shall not
reproduce or copy any of the Product Kits, or any portion
thereof; provided, however, Intergraph may copy for internal
use and may install a Product on an Intergraph Manufactured
Computer System prior to delivery by Intergraph, where
Intergraph delivers the Product Kit intact to the End User,
and BSI will process the Registration requests. Intergraph
shall use best efforts to cause the End User to complete
Registration with BSI.
3.09 Export Restrictions. Intergraph warrants and
hereby gives written assurances to BSI that it will do all
things necessary to comply with the then-existing United
States Export Administration laws and regulations and any
other United States laws and regulations as they apply to
the Product Kits, or any portion thereof, delivered to
Intergraph under this Agreement.
ARTICLE IV
ORDER PROCEDURE
---------------
4.01 Orders. Product Purchase orders placed by
Intergraph shall specify the Delivery Country to which the
Product Kit will be delivered. For Product Purchase orders
confirmed by BSI during 1995 and 1996, BSI shall be under no
obligation to deliver Product Kits to a Delivery Country
other than the U.S. After 1996, the Product Purchase order
shall also specify the Destination Country, if different.
4.02 Acceptance of Order. All Product Purchase
orders placed by Intergraph shall be subject to acceptance
by BSI and shall not be binding on BSI until the earlier of
confirmation of the order or shipment of the Product Kit,
and, in the case of acceptance by shipment, only as to the
portion of the order actually shipped. BSI shall use
reasonable efforts to ship Product Kits ordered by
Intergraph within thirty (30) days of the date of
confirmation by BSI of the Product Purchase order.
4.03 Controlling Terms. The terms and conditions
of this Agreement and of the applicable BSI confirmation
shall apply to each order accepted or shipped by BSI
hereunder. Any terms or conditions appearing on the face or
reverse side of any purchase order, acknowledgment, or
confirmation that are different from or in addition to the
BSI confirmation or the terms and conditions of this
Agreement shall not be binding on the parties, unless signed
and returned, or unless both parties hereto expressly agree
in a separate writing to be bound by such separate or
additional terms and conditions.
4.04 Cancellation of Order by BSI. BSI reserves
the right to cancel or suspend any Product Purchase order
placed by Intergraph and accepted by BSI, or refuse or delay
shipment thereof, if Intergraph fails (a) to make any
payment as provided herein or (b) if this Agreement is
terminated.
4.05 Cancellation of Order by Intergraph.
Intergraph may cancel any Product Purchase order without fee
within seven (7) days or more from the confirmed shipping
date.
ARTICLE V
PRICES; PAYMENT
---------------
5.01 List Prices. BSI shall establish the list
prices (and applicable currency) of the Product Kits for
each country, worldwide (the "List Prices"). On January 2,
1995, BSI shall furnish Intergraph with its then-current
schedule of List Prices of the Product Kits in each country,
worldwide. BSI may change the List Prices of any Product
Kits at any time upon *** notice to
Intergraph.
5.02 Changes in Most Favored Price. BSI shall
inform Intergraph in writing *** after
any change in the Most Favored Price of any Product in any
Delivery Country for Product Purchases during the preceding
year. As to the U.S., such changes need only be reported if
the Most Favored Price becomes less than ***
in 1995 and *** in 1996.
5.03 Prices to Intergraph.
(a) The price payable by Intergraph to BSI
for all Product Purchases confirmed during 1995 shall be the
lower of *** as of
the date of such order or ***, and this price shall be valid for ***.
(b) The price payable by Intergraph to BSI
for all Product Purchases confirmed during 1996 shall be:
(i) where the Delivery Country is the
U.S., the lower of ***
as of the date of such order or ***, and this price shall be valid for ***.
(ii) where the Delivery Country is a
country other than the U.S., the Most Favored Price in such
country.
(c) The price payable by Intergraph to BSI
for all Product Purchases confirmed after 1996 shall be
(unless otherwise mutually agreed) ***.
(d) The price payable by Intergraph for each Product
Kit that it distributes as a Reissue shall be ***.
(e) For Product Purchases where the
Delivery Country is the U.S. and the Destination Country is
not the U.S., and where the Product Purchase specifies a
Translated Product Kit (other than English), then BSI shall
have the right to add to the price otherwise payable under
sub-paragraphs (a) through (d) above, a surcharge not to
exceed *** of the prices outlined in
Paragraphs 5.03 (a) through (c) herein which reasonably
reflects BSI's amortization of the incremental costs of
developing (or acquiring) and manufacturing such Translated
Product Kit, over the quantities of such Translated Product
Kit conservatively expected to be sold, with provision for a
customary profit margin.
(f) In the event of a reduction in the price
Intergraph is required to pay BSI, BSI will credit
Intergraph with the amount of the price reduction for each
kit held in inventory by Intergraph at the time of the
reduction. Confirmed orders in process must be supplied at
the reduced price.
5.04 Existing Multi-Year Commitments.
(a) At the conclusion of each calendar
quarter, Intergraph may submit to BSI a written report
setting forth, for each Multi-Year Purchaser, a list of the
number and type of Product Kits delivered by Intergraph to
such Multi-Year Purchaser during such calendar quarter
pursuant to an irrevocable commitment contained in a Multi-
Year Agreement.
(b) BSI shall grant a credit to Intergraph
for each Product Kit identified by Intergraph pursuant to
subparagraph (a) above in an amount equal to the difference
between the price paid by Intergraph to BSIfor such Product
Kit and the negotiated price applicable to such type of
Product Kit and Multi-Year Purchaser set forth in Exhibit D
to the Business Relations Agreement dated of even date
herewith between BSI and Intergraph.
(c) Intergraph shall maintain sufficient and
accurate records of all transactions relating to the
distribution of Product Kits to Multi-Year Purchasers.
Intergraph shall, upon ten (10) days advance written notice
by BSI, but not more frequently than once per calendar year,
permit reasonable inspection of such records by BSI or its
accountant at the offices of Intergraph during normal
working hours.
(d) The term "Multi-Year Agreement" shall
mean a written agreement set forth in the list of agreements
attached as Exhibit C to the Business Relations Agreement.
(e) The term "Multi-Year Purchaser" shall
mean an end user with which Intergraph has entered into an
irrevocable written commitment for the sale or license of
BSI software on a multi-year basis pursuant to a Multi-Year
Agreement.
5.05 Taxes. The prices to Intergraph do not
include taxes of any kind. Intergraph shall pay such taxes
when invoiced by BSI or will supply appropriate tax
exemption certificates in a form satisfactory to BSI.
5.06 Payment. Intergraph shall pay for Product
Kits within thirty (30) days after the date of BSI's
invoice, payable in the currency of the Delivery Country of
the Product Kits. BSI reserves the right, upon written
notice to Intergraph, to declare all sums immediately due
and payable in the event of a breach by Intergraph of any of
its obligations to BSI hereunder.
5.07 Interest. Interest shall accrue on any
delinquent amounts owed by Intergraph to BSI for the Product
Kits at the rate of 1.5% per month, or the maximum rate
permitted by applicable law, whichever is less.
5.08 ***. Licensor agrees to provide
Licensee with specific MicroStation libraries *** and
these libraries are for use with Licensee's ***.
This library is not to be used with Licensee's
*** products. In connection with
*** products, this library is not to be used
for ***. The *** product is
provided to Licensee in "as is" condition and Licensee is
granted the royalty-free right to use *** only with the
aforementioned products.
ARTICLE VI
NONEXCLUSIVITY; PRODUCT KITS
----------------------------
6.01 Nonexclusivity. BSI retains the right to
offer to sell, market and distribute the Products directly
or indirectly to any person or entity.
6.02 Manufacture of Product Kits. BSI shall have
the sole right to manufacture Product Kits. Intergraph
shall not manufacture Product Kits.
6.03 Custom Product Kits. BSI shall have the
right to manufacture and deliver Product Kits to Intergraph
that are specific to a Destination Country.
6.04 Product Kit Content. BSI reserves the right
at any time without liability or prior notice to (a)
determine the contents of each Product Kit, including its
specifications, features, and functions, as well as any
documentation or related materials; (b) discontinue
distribution of any or all Products in some or all markets
or through some or all channels of distribution; and (c)
change or terminate any of the specifications, features or
functions of the Products. Intergraph may cancel any
Product Purchase orders for discontinued Products without
liability and shall have the right to continue distribution
of any Product Kits discontinued by BSI for a period of one
(1) year. Such Product Kits shall be supplied by BSI.
6.05 BSI Translated Product Kits; Intergraph
Translations.
Nothing in this Agreement shall impose on BSI an obligation
to prepare Translated Product Kits. For those foreign
language Translations offered to BSI pursuant to Paragraph
3.04 of the Business Relations Agreement between BSI and
Intergraph of even date herewith that BSI does not elect to
acquire thereunder, Intergraph shall have the right, by
furnishing sixty (60) days advance written notice together
with electronic and paper copies of such Translations, to
order from BSI Product Kits in such foreign languages at a
price equal to ****. Intergraph hereby grants to BSI a
royalty-free license to use, reproduce and distribute (only)
to Intergraph such language Translations as Intergraph
orders from BSI pursuant to this paragraph.
6.06 Revised Product Kits. In the event BSI
revises Product Kit contents, Intergraph may exchange
Product Kits in inventory for revised Product Kits.
Intergraph shall pay all shipping and materials cost in
connection with any such exchange.
ARTICLE VII
SHIPMENT, RISK OF LOSS, AND DELIVERY
------------------------------------
7.01 Shipment. All Product Kits shall be shipped
by BSI F.O.B. BSI's point of shipment to Intergraph's
identified warehouse facilities in the Delivery Country.
Unless specified in Intergraph's Product Purchase order, BSI
shall select the mode of shipment and the carrier.
Intergraph shall pay all shipping, freight and insurance
charges.
7.02 Risk of Loss. All risk of loss or damage for
any Product Kits shall pass to Intergraph upon delivery by
BSI to the freight carrier, to Intergraph or to Intergraph's
agent for delivery, whichever first occurs.
7.03 Partial Delivery. Unless Intergraph notifies
BSI to the contrary in writing, BSI may make partial
shipments of Intergraph's Product Purchase orders, to be
separately invoiced and paid for when due. Any delay in
delivery by BSI of any installment of Product Kits shall not
relieve Intergraph of its obligation to accept the remaining
deliveries, unless canceled by Intergraph pursuant to
Paragraph 4.05 of this Agreement.
ARTICLE VIII
WARRANTY
------------
8.01 Scope of Warranty. Subject to the terms and
conditions of this Agreement, BSI hereby warrants that the
Product Kits, when and as delivered to Intergraph, shall be
free from physical defects in materials and workmanship.
This warranty shall apply only during the period commencing
upon delivery of the Product Kits and ending upon the
earlier of (a) six (6) months after receipt by Intergraph of
the Product Kit or (b) three (3) months after purchase of
the Product Kit by an End User.
8.02 Replacement Requests; Returns. Intergraph
agrees to honor all requests from End Users for (a) Returns
of Product Kits; and (b) replacement of Product Kits
pursuant to the terms of the End User License pertaining to
warranty. Intergraph shall require its Distributors and
Resellers to submit all such requests for Returns and
replacements of Product Kits to Intergraph.
8.03 Exclusive Remedy; Replacement and Return
Procedure.
(a) BSI shall replace defective Product Kits
that are returned to BSI's point of shipment, freight
prepaid, and this shall be the sole and exclusive remedy of
Intergraph, its Distributors, Resellers, and End Users for
any breach of BSI's warranty.
(b) Intergraph shall request return
authorization from BSI prior to a return shipment of
defective Product Kits or Product Returns, and BSI shall
provide annual reimbursement of freight charges for returned
Product. BSI may, at its option, provide credit vouchers
for the replacement Product Kits or for Product Returns
based on the prices charged to Intergraph hereunder.
8.04 Warranty Disclaimer. THE WARRANTY STATED IN
PARAGRAPH 8.01 IS BSI'S SOLE AND EXCLUSIVE WARRANTY
PERTAINING TO THE PRODUCT KITS, AND BSI HEREBY DISCLAIMS ANY
OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
8.05 Exclusion of Consequential Damages. IN NO
EVENT SHALL BSI BE LIABLE TO INTERGRAPH, ITS DISTRIBUTORS,
RESELLERS OR END USERS FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST
PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, COSTS OF
LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO
THIRD PARTIES ARISING FROM ANY SOURCE.
8.06 Limitation of Liability. IN THE EVENT THAT,
NOTWITHSTANDING PARAGRAPH 8.03 HEREOF, BSI IS FOUND LIABLE
FOR DAMAGES BASED ON ANY DEFECT OR NONCONFORMITY IN THE
PRODUCT KITS, ITS TOTAL LIABILITY FOR EACH DEFECTIVE PRODUCT
KIT SHALL NOT EXCEED THE PRICE PAID BY INTERGRAPH FOR SUCH
KIT.
ARTICLE IX
TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
-------------------------------------------
9.01 Use of Trademarks.
(a) BSI shall have and retain sole ownership
of the Trademarks, including the goodwill pertaining
thereto. Intergraph shall market, distribute and support
the Products only under the applicable Trademarks, and not
under any other trademark or logo. Intergraph shall not use
the Trademarks or any word, symbol or design confusingly
similar thereto, as part of its corporate name, or as part
of the name of any product of Intergraph. Intergraph shall
not remove or alter any copyright notices, trademarks or
logos from the Product Kits.
(b) To protect and preserve the goodwill and
image of BSI and the Products, Intergraph shall (i) conduct
business in a manner that reflects favorably at all times on
the Products and the reputation of BSI; (ii) avoid
deceptive, misleading or unethical practices that are or
might be detrimental to BSI, the Products or the public,
including any disparagement of BSI or the Products; (iii)
make no false or misleading representations with respect to
BSI or the Products; (iv) refrain from publishing or
employing any misleading or deceptive advertising material
with respect to the Products; and (v) refrain from making
any representations, warranties or guarantees to its
Distributors, Resellers or End Users with respect to the
specifications, features or capabilities of Products that
are inconsistent with the End User Licenses or the
documentation contained in the Product Kits.
9.02 No Copying, Etc. Except as specified herein,
Intergraph shall not, without the prior written consent of
BSI, copy, reverse engineer, disassemble, decompile,
translate or modify the Products, or grant any other person
or entity the right to do so.
9.03 Notification of Infringement, Etc.
Intergraph shall promptly notify BSI of (a) any claims,
allegations or notification that the marketing, licensing or
use of the Products may or will infringe any patent,
copyright, trademark or other intellectual property right of
any other person or entity; (b) any determination or
discovery that any person or entity is or may be infringing
any copyright, patent, trademark or other intellectual
property right owned by BSI; and (c) any failure of an End
User to comply with the Registration requirements for the
Products.
9.04 Indemnification. BSI shall defend and hold
Intergraph harmless from all claims, suits, damages and
expenses (including attorney's fees) arising from a claim
that a Product supplied hereunder infringes a United States
patent, copyright or other intellectual property right,
provided that BSI receives prompt written notice of any such
claim from Intergraph, and BSI is afforded the opportunity
to exercise sole control of the defense and all negotiations
pertaining to such claim. BSI shall also have the right, at
its expense, either to procure the right for Intergraph to
continue to distribute such Product, or to replace or modify
it so that it becomes non-infringing. If neither of the
foregoing alternatives is available on terms that BSI, in
its sole discretion, deems desirable, Intergraph shall
return Product Kits containing such Product upon written
request from BSI, in which event BSI shall grant Intergraph
a credit equal to the price paid by Intergraph for such
returned Product Kits, provided that they are undamaged.
9.05 Escrow. Within sixty (60) days of the date
of this Agreement, BSI agrees to deposit a copy of the
source code and all software material for a successful build
of the Product in escrow with an escrow agent and under an
escrow agreement acceptable to BSI and Intergraph, in the
form of Exhibit B hereto. BSI will supplement the source
code in escrow to maintain it at a level that is consistent
with the current release available for sale to End Users.
Upon any termination of this Agreement by Intergraph
pursuant to Paragraphs 10.02 or 10.03, or pursuant to
Paragraph 10.04 hereof by reason of termination by
Intergraph of the Software License Agreement or the Business
Relations Agreement, Intergraph shall have the right to
withdraw the materials from escrow and to make them
available to no more than three (3) employees of Intergraph,
who will agree to maintain the materials in confidence for
the benefit of BSI, and who will use the material solely for
the purpose of maintaining and supporting existing licensed
End Users of Product. The obligations under this section
will survive any termination of this Agreement, and will
remain in effect until no End User requires support and
maintenance of the Product, at which time the materials will
be returned to BSI or its successor in interest.
ARTICLE X. TERM; TERMINATION
-----------------------------
10.01 Term. This Agreement, which is the
successor agreement to the Software License Agreement
between the parties hereto, shall become effective on
January 1, 1995, and shall continue indefinitely, unless
sooner terminated as provided herein.
10.02 Termination for Material Breach.
(a) This Agreement may be terminated for a
material breach of this Agreement, but only pursuant to the
procedures set forth in this Paragraph 10.02. If this
Agreement is terminated due to termination of the Business
Relations Agreement, or the Software License Agreement as
amended, termination of this Agreement shall be done only in
accordance with this Paragraph 10.02. If either party
believes that a material breach of this Agreement has
occurred, that party (the "aggrieved party") must first give
the other party written notice of termination specifically
identifying the breach or breaches alleged to have occurred.
The party receiving written notice shall then have thirty
(30) days in which to cure such breach or breaches. If
within the thirty (30) days the breach or breaches are not
cured to the satisfaction of the aggrieved party, then the
aggrieved party may file a Demand For Arbitration seeking a
determination of whether a material breach has occurred.
Such Demand for Arbitration shall be determined in
accordance with the procedures set forth in Paragraph 11.09
hereof. Except for claimed breaches involving payment
obligations where the paying party has failed to make timely
payment of at least fifty percent (50%) of the disputed
amount to the other party, neither party may withhold its
performance under this Agreement unless and until there has
been a final determination pursuant to Paragraph 11.09 that
a material breach has occurred. The parties agree to take
all reasonable steps necessary to expedite a final
determination in accordance with Paragraph 11.09.
(b) The parties hereto specifically agree and
acknowledge that subparagraph (a) sets forth an essential
and unique provision of this Agreement and that the failure
of either party strictly to adhere to the terms of
subparagraph (a) above, including unilaterally withholding
its performance under this Agreement, will cause irreparable
harm to the other party. The parties further specifically
agree and acknowledge that either party shall be entitled to
injunctive relief to enforce strictly the terms of
subparagraph (a).
(c) If BSI withholds performance under this
Agreement, then Intergraph shall have available to it the
following rights:
(i) If BSI has withheld performance by
failing or refusing to supply Product to Intergraph,
Intergraph shall then have a license to copy and distribute
Product in accordance with this Agreement;
(ii) If BSI has withheld performance by
failing to provide to Intergraph any error correction change
to the Product, which change has been provided by BSI to any
third party, then Intergraph shall have the right to
withdraw and use source code under the terms of Paragraph
9.05.
Intergraph will continue to have the rights set forth
in this Paragraph 10.02(c) until either (1) BSI resumes
performance in accordance with the terms of this Agreement
or (2) there is a final determination pursuant to Paragraphs
10.02(a) that Intergraph has committed a material breach of
this Agreement, whichever first occurs.
10.03 Bankruptcy. If either party shall file or
have filed against it any bankruptcy or similar proceeding,
or enter into any formal arrangement with its creditors, or
demonstrate a financial condition of such nature that the
other party may reasonably believe that such party may not
be capable of performing all of its obligations under this
Agreement, or cease doing business in the ordinary course,
then the other party shall have the right to terminate this
Agreement upon thirty (30) days written notice.
10.04 Termination of Collateral Agreements.
Upon the sooner of a termination of (i) the Software License
Agreement dated April 17, 1987 between BSI and Intergraph
prior to December 31, 1994 or (ii) the Business Relations
Agreement dated of even date herewith between BSI and
Intergraph, then this Agreement may be terminated, but only
in accordance with the provisions of Paragraph 10.02 of this
Agreement.
10.05 Consequences of Termination. Upon
termination of this Agreement pursuant to Paragraph 10.02,
10.03 or 10.04 hereof, Intergraph may continue to dispose of
its existing inventories of Product Kits, but it shall
otherwise discontinue all further promotion and marketing of
the Products. Without limiting the generality of the
foregoing, Intergraph shall cease all display, advertising
and use of all Trademarks of BSI and will not thereafter
use, advertise or display any such Trademarks. Upon
termination of this Agreement, the due date of all
outstanding invoices for the Products Kits shall
automatically be accelerated and all such invoices shall
become due and payable. All orders or portions thereof
remaining unshipped as of the effective date of termination
may be canceled by BSI. Upon termination of this Agreement,
BSI shall have the option, which it may exercise at any time
by written notice to Intergraph, to repurchase some or all
of the remaining uncommitted inventory of Product Kits held
by Intergraph. BSI shall pay Intergraph for all Product
Kits so repurchased (if received in a new and resalable
condition) an amount equal to the price paid by Intergraph
to BSI.
10.06 Survival. Paragraphs 2.02, 3.06, 3.09,
4.03, 5.06, and 5.07 and Articles VI, VIII, IX, X, and XI
shall survive the termination of this Agreement.
ARTICLE XI. MISCELLANEOUS
--------------------------
11.01 Entire Agreement. This Agreement, together
with the Exhibits hereto, the Settlement Agreement and
Mutual General Release, Amendment 14 to the Software License
Agreement, the Business Relations Agreement, the Intergraph
CSP Agreement and the OEM Software License Agreement for
MicroStation V5 Runtime Engine, collectively set forth the
entire agreement and understanding between and among the
parties and, except as specifically provided herein,
supersede and merge all prior oral and written agreements,
discussions and understandings between the parties, and
neither of the parties shall be bound by any conditions,
inducements or representations 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
hereby. Unless otherwise specified herein, this Agreement
does not supersede or merge the Software License Agreement
dated April 17, 1987, as amended, the Stock Purchase
Agreement, the Stockholders' Agreement, the Software License
Agreement For IGDS File Formats, or the Amended License
Agreement dated January 28, 1993.
11.02 Independent Contractors. In making and
performing this Agreement, BSI 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 BSI 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.
11.03 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 BSI:
Bentley Systems, Incorporated
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.
11.04 Amendments; Modifications. This Agreement
may not be amended or modified except in a writing duly
executed by the parties hereto.
11.05 Assignment. This Agreement and the rights
granted hereunder shall inure to the benefit of the parties
hereto, and may not be assignable by either party without
the written consent of the other. For the purposes of this
Paragraph 11.05, the acquisition hereafter by any person or
entity, or any group of related persons or entities, of a
majority of the outstanding voting stock of either party
shall constitute an assignment by such party.
11.06 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.
11.07 Waivers. Any delay or forbearance by
either party in exercising any right hereunder shall not be
deemed a waiver of that right.
11.08 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the
substantive laws of the State of Delaware.
11.09 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.
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 attorneys' fees, expenses and
costs incurred in such arbitration.
11.10 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.
11.11 Construction. This Agreement is the
product of joint draftsmanship and shall not be construed
against one party more strictly than against the other.
11.12 Force Majeure. If performance of this
Agreement by either party hereunder is prevented, hindered,
or delayed by reason of an event of Force Majeure (as
hereinafter defined), the party so affected shall be excused
from such performance to the extent that and so long as
performance is prevented, interrupted, or delayed thereby,
provided that the party so affected shall promptly notify
the other party of the occurrence of such event. For
purposes of this Agreement, an event of Force Majeure shall
be defined as (a) fire, flood, earthquake, explosion, or
other similar or dissimilar act of God; (b) strikes,
lockouts, picketing, and other labor disturbances not the
fault of Supplier; (c) war (declared or undeclared) or other
matter beyond the reasonable control of the party claiming
the benefit of such event; (d) an act of governmental or
quasi-governmental authorities in the United States or any
political subdivision, department, or agency thereof; or (e)
regulations or restrictions of law or of a court of
competent jurisdiction.
11.13 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.
BENTLEY SYSTEMS, INCORPORATED
ATTEST: BY: _________________________
______________________ TITLE: _______________________
INTERGRAPH CORPORATION
ATTEST: BY: _________________________
______________________ TITLE: _______________________
EXHIBIT A
INTENTIONALLY DELETED
EXHIBIT B
---------
SOURCE CODE ESCROW AGREEMENT
THIS IS AN AGREEMENT, dated ,
1994, by and among Intergraph Corporation, a Delaware
corporation having a mailing address of One Madison
Industrial Park, Huntsville, Alabama 35894, Bentley Systems,
Incorporated("BSI"), a Delaware corporation having a mailing
address of 690 Pennsylvania Drive, Exton, Pennsylvania 19341
and ("Escrow Agent"), having a mailing
address of .
W I T N E S S E T H:
WHEREAS, BSI and Intergraph have entered into a
Distribution Agreement for MicroStation (the "Distribution
Agreement") dated May 2, 1994, pursuant to which BSI shall
distribute to Intergraph certain computer software products,
including updates thereof (the "Products"); and
WHEREAS, BSI desires not to disclose the source
code for the Products to Intergraph except as provided in an
applicable Escrow Agreement; and
WHEREAS, BSI and Intergraph desire that upon the
occurrence of a "Default" as defined in Paragraph 6 hereof,
Intergraph shall obtain the source code and all updates
thereof, and accordingly, BSI agrees to deliver said source
code to the Escrow Agent;
NOW, THEREFORE, each intending to be legally bound
hereby, BSI, Intergraph and Escrow Agent agree as follows:
1. Source Code. As used herein, "Source Code"
means a human readable form of the Products showing the
computer language instructions comprising the programs, from
which Object Code can be produced, in which the program
logic may be deduced by a human being, and from which a
printed listing can be made by processing it with a
computer.
2. Engagement of Escrow Agent. BSI hereby
engages Escrow Agent and Escrow Agent hereby accepts such
engagement subject to the terms and conditions of this
Agreement. The Escrow Agent, acting as the agent of BSI,
shall accept and hold the Source Code in a fireproof safe at
its offices at the address indicated above until the Escrow
Agent receives notice pursuant to the terms of this
Agreement that the Escrow Agent is to deliver the Source
Code to BSI or Intergraph.
3. Deposit of Source Code. BSI shall deposit
the Source Code with the Escrow Agent on or before January
15, 1995. BSI shall deposit with the Escrow Agent Source
Code for updates, if any, to the Products within ten (10)
days of delivery of each update by BSI to Intergraph. Upon
receipt of the Source Code and each update to the Source
Code, the Escrow Agent shall send to Intergraph, with a copy
to BSI, a written confirmation that the Source Code or
additions thereto have been delivered to it. The
confirmation shall contain a list of the items which BSI has
delivered to the Escrow Agent, and the date of such
delivery.
4. Ownership. The Source Code held by the
Escrow Agent shall remain the exclusive property of BSI, and
the Escrow Agent shall not use the Source Code or disclose
the same to any third party except as specifically provided
for herein.
5. Representations of BSI to Intergraph. BSI
represents and warrants to Intergraph that (i) the Source
Code delivered to the Escrow Agent constitutes the source
code for the Products distributed to Intergraph pursuant to
the Distribution Agreement; and (ii) the Source Code
delivered to the Escrow Agent is in a form suitable for
reproduction by computer and photocopy equipment, and
consists of a source language statement of the program or
programs comprising the Product in sufficient detail to
allow a reasonably skilled third-party programmer or analyst
to modify, maintain or enhance the Products.
6. Default. BSI shall be deemed to be in
default of this Agreement upon the occurrence of any one of
the following events (each of which is called a "Default"):
a. if the Distribution Agreement is
terminated by Intergraph pursuant to Paragraph 10.03 of the
Distribution Agreement; or
b. if the Distribution Agreement is
terminated by Intergraph by reason of a material uncured
breach by BSI pursuant to Paragraph 10.02 of the
Distribution Agreement; or
c. if the Distribution Agreement is
terminated by Intergraph in accordance with the provisions
of Paragraph 10.04 of the Distribution Agreement by reason
of a material uncured breach by BSI of the Software License
Agreement or the Business Relations Agreement.
7. Release of Source Code.
a. Upon the occurrence of a "Default" as
defined above, Intergraph shall give written notice (the
"Notice of Default") to Escrow Agent and BSI of the
occurrence of Default. The Notice of Default shall, at
minimum, (i) be labelled "Notice of Default", (ii) identify
the Distribution Agreement and this Escrow Agreement, (iii)
specify the nature of the default, (iv) identify the Source
Code with specificity, and (v) instruct the Escrow Agent to
transfer the Source Code to Intergraph.
b. Upon receipt of the Notice of Default,
the Escrow Agent shall send a copy thereof to BSI by
certified or registered mail, postage prepaid, return
receipt requested. If BSI desires to dispute the Notice of
Default, BSI shall, within fourteen (14) days after the
receipt of the copy of the Notice of Default from the Escrow
Agent, deliver to the Escrow Agent a statement (the "Dispute
Statement") stating that no Default has occurred, whereupon
the provisions of Paragraph 11 below will become applicable.
If the Escrow Agent receives the Dispute Statement within
said fourteen (14) days, the Escrow Agent shall send a copy
thereof to Intergraph by certified or registered mail,
return receipt requested, and the Escrow Agent shall
continue to hold the Source Code in accordance with this
Escrow Agreement. If the Escrow Agent does not receive a
Dispute Statement within said fourteen (14) days, the Escrow
Agent is authorized and directed to deliver the Source Code
to Intergraph.
8. Use of Source Code; Confidentiality.
a. Upon the occurrence of a Default and
receipt by Intergraph of the Source Code, Intergraph may
use the Source Code solely to modify, enhance and support
the Products, and to make a reasonable number of copies of
the Source Code to assist in the performance of such tasks.
b. Intergraph acknowledges and agrees that
the Source Code constitutes confidential proprietary
information of BSI. Intergraph may disclose the Source Code
only to those employees required to have knowledge of such
information to perform their duties. Intergraph shall
protect the Source Code with the same degree of care as it
protects its own confidential information, and in no event
less than a reasonable degree of care.
9. Deposit with Escrow Agent After Default. If
a Default occurs and is later cured, Intergraph shall
promptly return the Source Code to the Escrow Agent.
10. Termination. If the Distribution Agreement
terminates pursuant to its expiration or a breach by
Intergraph, BSI shall give notice of such termination to the
Escrow Agent and Intergraph. The Escrow Agent shall then
transfer the Source Code to BSI and the Escrow Agreement
will terminate.
11. Disputes.
a. In the event that BSI files a Dispute
Statement with the Escrow Agent in the manner and within the
time period set forth in Paragraph 7(b) hereof, the Escrow
Agent shall not release the Source Code to Intergraph except
in accordance with (i) a final decision of the arbitrator
as hereinafter provided, or (ii) receipt of an agreement
with authorized and notarized signatures of both BSI and
Intergraph, authorizing the release of the Source Code to
Intergraph.
b. Disputes arising under this Agreement
shall be referred immediately to, and settled by, binding
arbitration. The arbitration panel shall consist of one
person. The arbitration shall be conducted in Wilmington,
Delaware in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. The Escrow Agent
shall give prompt effect to any authenticated arbitration
award.
12. Payment to Escrow Agent. As compensation for
the services performed by the Escrow Agent hereunder, the
Escrow Agent shall receive a fee of
($ ) per year, which fee may be reasonably
increased by Escrow Agent from time to time. Intergraph
shall bear all fees charged by Escrow Agent.
13. Termination. This Escrow Agreement shall
terminate upon the delivery of the Source Code by Escrow
Agent to BSI or Intergraph in accordance with the terms of
this Agreement; provided, however, if BSI cures a Default
after delivery of the Source Code to Intergraph, this
Agreement shall be reinstated.
14. Obligations and Liabilities of Escrow Agent.
a. The Escrow Agent shall have no
obligation or responsibility whatsoever to determine (i) the
existence, relevance, completeness, currency, accuracy, or
any other aspects of the Source Code or (ii) whether what is
deposited by BSI is the Source Code as defined herein.
b. The Escrow Agent shall exercise a high
degree of care for the Source Code. The level of care
exercised shall be at least as high as the Escrow Agent
would use to protect its own valuable documents.
c. The Escrow Agent shall not be
responsible for the genuineness of any affidavit or
signature and may rely conclusively upon and shall be
protected when acting upon any notice, affidavit, or other
document believed by it in good faith to be genuine and
properly made.
d. The Escrow Agent shall not be
responsible or liable for any act or omission on its part in
the performance of its duties as Escrow Agent under this
Agreement, except as such act or omission constitutes gross
negligence, willful misconduct or fraud, or violates the
Escrow Agent's obligation under subparagraph (b) above.
e. The Escrow Agent shall not be
responsible in any manner whatsoever for any failure or
inability of BSI or Intergraph to deliver the Source Code to
Escrow Agent or otherwise honor any of the provisions of
this Agreement.
f. Intergraph and BSI, jointly and
severally, shall reimburse and indemnify the Escrow Agent
for, and hold it harmless against any loss, liability or
expense, including counsel fees, incurred without bad faith,
willful misconduct or gross negligence on the part of the
Escrow Agent, arising out of or in connection with its
acceptance of, or performance of, its duties and obligations
under this Agreement, except the Escrow Agent's obligations
under subparagraph (b) above.
g. Escrow Agent shall not divulge,
disclose, use or otherwise make available to third parties
the Source Code except as provided in this Agreement.
15. Modifications and Amendments. This Agreement
shall not be amended or modified except by a written
agreement signed by all of the parties hereto.
16. Entire Agreement. This Agreement contains
the entire agreement between the parties with respect to the
escrow of the Source Code, and there are no other terms or
conditions, express or implied, written or oral. This
Agreement supersedes and merges all prior oral and written
agreements, discussions and understandings between the
parties with respect to the escrow of the Source Code.
17. Notices. Any notice required under this
Agreement shall be given in writing and delivered personally
or sent by certified or registered mail, postage prepaid, to
all the parties at their addresses noted above or such other
addresses as shall have been designated to each other in
writing.
18. Governing Law. This Agreement shall be
governed by and construed in accordance with the substantive
laws of the State of Delaware.
19. Construction. This Agreement is the product
of joint draftsmanship and shall not be construed against
any party more strictly than against the other parties.
20. Headings. The headings are for convenience
only and do not affect the meaning of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement on the date first above written.
INTERGRAPH CORPORATION:
By:________________________________
BENTLEY SYSTEMS, INCORPORATED:
By:________________________________
ESCROW AGENT:
By:________________________________
EXHIBIT J
NOTICE OF BREACH
CERTIFIED MAIL - RETURN RECEIPT REQUESTED
March 7, 1994
James W. Meadlock
President
Intergraph Corporation
One Madison Industrial Park
Huntsville, AL 35807
RE: Notice of Breach of Software License Agreement Between
Bentley Systems, Inc. and Intergraph Corporation dated April
17, 1987, As Amended.
Dear Mr. Meadlock:
Pursuant to Paragraph 13.3 of the Software License Agreement
between Bentley Systems, Inc. and Intergraph Corporation
dated April 17, 1987, As Amended, Bentley Systems, Inc.
(Licensor) hereby serves notice of Intergraph Corporation's
material breaches of the Agreement, as follows:
(i) Good Faith Efforts.
Para. 9.6 of the License Agreement provides:
"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."
Intergraph has breached this covenant by failing to use good
faith efforts to promote and sublicense some or all of the
Licensed Programs. For example, Intergraph's marketing
efforts for MicroStation Review have been deliberately
limited to the point of declining to bid on substantial
procurements aggregating to millions of dollars of potential
MicroStation Review revenues.
(ii) Sales of upgrades in Support Plans.
Paras. 7.1 & 7.2 (as amended Amend. No. 8, 09/28/92)
provides for a Comprehensive Support Plan (CSP) to be
offered by BSI and a Basic Support Plan (BSP) to be offered
by Intergraph for platforms other than Intergraph Clipper
workstations and SPARCs sold by Intergraph. Para. 7.1
states that CSP will include upgrades for the Licensed
Programs. Para. 7.2 states that Intergraph's BSP "...shall
not include Licensed Programs upgrades."
Intergraph has breached these provisions by promoting
offerings such as the "MicroStation Support Program" (U.S.)
and "Solutions Support Program" (Australia), which
essentially bundle Licensed Program upgrades with these
support programs.
(iii) Pricing of Unauthorized Upgrades in (ii).
Para. 5.2 provides:
"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."
Amend. No. 13, para. 5.1(b) provides specific upgrade prices
for the Licensed Programs.
Intergraph has further breached the License Agreement in its
pricing of the unauthorized upgrades described in (ii) above
at levels which are different from the agreed list prices
and/or accepted discount levels.
(iv) Copyright Marking of V5 Kits.
Para. 3 of the License Agreement provides:
"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
Programs. Licensee shall place Licensor's copyright notice
in human readable form on the package of each copy of the
Licensed Programs sold by Licensee."
Intergraph has breached this provision by failing to put
BSI's copyright notice on the MicroStation V5 kit package,
on the media, and in advertisements and other promotional
materials.
(v) MicroStation "Reissues" for Platform Swaps.
Intergraph has breached the License Agreement by instituting
a "Software Reissue Policy" which offers End Users new
copies of the Licensed programs on different platforms than
that specified in such Users' sub-licenses, upon payment to
Intergraph of either 10% (with Intergraph hardware) or 20%
of the list price. A change in licensing terms which could
conceivably have permitted this was sought by Intergraph as
section 5.3 of its originally proposed Amendment 12, but it
was stricken before execution at BSI's insistence.
(vi) Imposition of Unlawful Conditions--Kits for CSP
Distribution.
Amend. No. 13, para. 5.1(d) provides:
"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 be used for Licensor's ISD program, for Licensor's
Comprehensive Support Program..."
Intergraph has breached this provision of the License
Agreement by attempting to impose conditions on this
contractual duty. Intergraph has demanded that BSI furnish
the identification of its CSP subscribers to Intergraph as a
condition of procuring the kits that BSI has a contractual
right to obtain unconditionally. In any event, such kits
have not been timely supplied.
(vii) Discount Changes--Without BSI Concurrence.
See para. 5.2 as quoted above.
Intergraph has beached this provision of the License
Agreement by changing all reseller discounts for the
Licensed Programs, without BSI approval.
(viii) Explicitly Prohibited use of "Plotlib".
Amendment 12 on July 30, 1993 in paragraph 2 provides for
Intergraph's use (without compensation) of a BSI software
library "for use with Licensee's EMS 2.x and network
plotting applications...this library is not to be used for
file viewing on graphic displays."
An Intergraph document headed "DM/View, DM/Redline Facts
Sheet 9/15/93" contains the statement that "XDMANDS display
code utilizes libustn.a supplied by BSI to the Plotting
Group for CLIX platforms." This is expressly prohibited by
the License Agreement.
Sincerely,
\s\ Keith A. Bentley
Keith A. Bentley
President
cc: Stephen J. Phillips