BENTLEY SYSTEMS, INCORPORATED

CONFIDENTIAL NON-DISCLOSURE AGREEMENT

1. The parties to this Agreement are:

Bentley Systems, Incorporated __________________________________

685 Stockton Drive __________________________________

Exton, PA 19341 and __________________________________

“Bentley” “Recipient”

2. This Agreement shall be effective as of the date last signed below (the "Effective Date"). This Agreement
is intended to define the rights and duties of the parties with respect to such Confidential Information as
may be so exchanged. Any further or different business relationship between the parties shall be governed
by a separate agreement.

3. Confidential Information means any business, financial, or technical information of Bentley, including
Bentley’s V8 DGN file specification however embodied, which information is disclosed to Recipient in
accordance with the provisions of Paragraph 5 of this Agreement, including technical and non-technical
data; and any formula, pattern, compilation, program, device, method, technique, procedure, drawing,
process, employee list or financial data.

4 Notwithstanding the above, Confidential Information shall not include any information that is either:

a. shown through proper documentation to have been developed independently by the Recipient; or
b. approved for disclosure by prior written permission of a corporate officer of Bentley; or
c. is required to be disclosed under any law, governmental rule or regulation, or court order,
provided that Recipient notifies Bentley and provides Bentley with the complete opportunity to
seek a protective order prior to any disclosure by Recipient.

5. The Confidential Information will be disclosed in connection with Recipient’s receipt of Bentley’s V8
DGN file specification document and will be disclosed for purposes of Recipient’s internal use only unless
Bentley provides specific written permission that Recipient may use the Confidential Information for other
purposes. Recipient hereby acknowledges that it may not use the Confidential Information for purposes of
developing a commercial software application unless Bentley’s prior written permission has been granted.

6. The Confidential Information will be disclosed to Recipient by Bentley.

7. Recipient agrees that:

a. Recipient shall retain in confidence and not disclose any Confidential Information to third parties
following the date of its disclosure or for so long as the Confidential Information is entitled to
trade secret protection;
b. Confidential Information shall remain the property of Bentley, and its disclosure to the Recipient
hereunder creates only a limited license to use such information for purposes consistent with those
identified in Paragraph 5 hereof;
c. Recipient shall take reasonable security precautions, at least as great as the precautions it takes to
protect its own confidential information, to protect and maintain the confidentiality of the
Confidential Information;
d. Confidential Information shall not be further disclosed, to any person outside of the Recipient’s
business organization (except to contractors, consultants and attorneys of the Recipient who
perform services on the Recipient’s business premises, and who are subject to appropriate
nondisclosure obligations consistent with the obligations hereunder and who are not employed by
 or otherwise working for the benefit of organizations that are competitive with Bentley, and shall
only be disclosed with the Recipient’s organization on a “need-to-know” basis to individuals who
have been apprised of the confidential nature of the information; and
e. upon expiration or other termination of this Agreement, Recipient shall promptly return all
Confidential Information and related materials furnished by Bentley, including any notes, copies
and summaries reflecting any Confidential Information.

8. Recipient shall not sell, assign or otherwise transfer its rights or obligations under this Agreement, whether
by contract or operation of law, without the prior written consent of Bentley. For purposes hereof, the
following shall be prohibited sales, assignments or transfers: (a) any merger, consolidation or other
acquisition of Recipient, or (b) any sale or transfer of Recipient, or (c) any sale of Recipient’s equity
securities, either by Recipient or some or all of its respective stockholders, in a single or series of related
transactions, the result of which will be that the holders of a majority of voting securities before the
transaction cease to hold such majority after the transaction. Recipient hereby acknowledges the
proprietary nature of the Confidential Information and agrees that if an organization that competes with
Bentley owns or acquires an ownership interest in Recipient, then Recipient must return the document to
Bentley and destroy all copies in its possession. The terms of this paragraph 8 shall survive for the period
set forth in Paragraph 7(a), above.

9. This Agreement shall expire one (1) year from the effective date hereof, provided that the confidentiality
and non-use obligations under paragraph 7 shall survive until they lapse in accordance with paragraph 7,
and the terms of paragraphs 10, 11, 12, 13 and 14 shall survive any termination of this Agreement.

10. The Recipient shall notify Bentley immediately upon discovery of any unauthorized disclosure of
Confidential Information, use of Confidential Information other than in pursuance of a business
relationship between the parties, or any other breach of this Agreement. The Recipient will cooperate with
Bentley in every reasonable way to help Bentley regain possession of its Confidential Information and
prevent further unauthorized use.

11. The Recipient further acknowledges that:

a. irreparable injury and damage to Bentley will result from unauthorized disclosure of Confidential
Information and from uses of Confidential Information other than in pursuance of a business
relationship between them;
b. monetary damages may not be sufficient remedy for unauthorized disclosure of Confidential
Information; and
c. Bentley shall be entitled, without waiving any additional rights or remedies available to it at law,
in equity, or by statute, to such injunctive or equitable relief as may be deemed proper by a court
of competent jurisdiction.

12. Bentley retains all rights and remedies afforded it under patent, copyright, trade secret, trademark, and any
other applicable laws of the United States and the states thereof, or any applicable foreign countries,
including, without limitation, any laws designed to protect proprietary or confidential information.
Recipient does not receive any express or implied right to Bentley’s patents, copyrights, trademarks, or
other intellectual property rights hereunder.

13. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees.

14. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND CONTROLLED BY

THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. Process may be served on either
party by United States mail, postage prepaid, certified or registered, return receipt requested, or by such
other method as is authorized by the Commonwealth of Pennsylvania. The parties agree that the United
States Federal Court for the Eastern District of Pennsylvania shall have exclusive jurisdiction to determine
all disputes surrounding this Agreement and disclosure of Confidential Information hereunder.

15. All notices and requests provided for in this Agreement shall be given in writing, and shall be effective
when either served by personal delivery or upon receipt via United States mail, return receipt requested,
 postage prepaid, or sent by facsimile transmission at the addresses set forth above, or such other address as
the parties may designate in accordance herewith.

16. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be
binding upon the parties and their successors and assigns.

17. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid,
or unenforceable, the remaining provisions shall remain in full force and effect.

18. Subject to the specific conditions of paragraph 7, all obligations created by this Agreement shall survive
change or termination of the parties' business relationship.

19. This Agreement sets forth the entire agreement and understanding between the parties with respect to the
subject matter hereof. No understandings or representations not contained herein shall be binding. No
rights, obligations, representations or terms other than those expressly recited herein are to be implied from
this Agreement. In particular, without limitation, the parties acknowledge that this Agreement does not
limit Bentley’s right to modify its Confidential Information disclosed hereunder at any time without notice
to Recipient and without liability nor obligate Bentley to develop, announce, deliver, maintain or support
any product(s), and that no license is hereby granted directly or indirectly under any patent, trade secret,
trademark, or copyright now held by, or which may be obtained by, or which is or may be licensable by,
Bentley.

20. There have been no commitments or representations on the part of either party that would cause the other
party to alter its product or business plans, nor shall either party have any responsibility or liability for
action taken by the other party based in whole or in part on the exchange of information pursuant to this
Agreement. In no event shall this Agreement be deemed to obligate the parties to enter into any further
agreements. Further, each party shall bear its own costs and expenses incurred in connection with this
Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.

BENTLEY SYSTEMS, INCORPORATED RECIPIENT

Signature Signature

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