Accueil / Channel Partner Agreement

Partner Agreement

Établissement principal du Souscripteur (ou, si le Souscripteur est une personne physique, lieu de résidence du Souscripteur) Les références à « Bentley » désignent l’entité de Bentley suivante : La loi applicable est : Juridiction exclusive / Forum pour la résolution des litiges : 
États-Unis et Canada Bentley Systems, Inc. a Delaware corporation having its registered office at 685 Stockton Drive, Exton, PA 19341-0678  Commonwealth de Pennsylvanie In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, either party has the right to commence proceedings against the other party in any court in respect of a failure by a party to comply with (i) any payment obligations; or (ii) any breach of confidentiality obligations under the Agreement without first submitting to binding arbitration.
Royaume-Uni Bentley Systems (UK) Limited, having its registered office at 43rd Floor, 8 Bishopsgate, London, United Kingdom, EC2N 4BQ  Angleterre et Pays de Galles In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in London, United Kingdom in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.
Brésil Bentley  Systems Brasil Ltda. dont le siège social est situé à Avenida Paulista, 2537. 9º. Andar. Sala 09-114, São Paulo, SP, Zip Code  01310-100Brésil 

In the event of disputes, controversies, questions, doubts or claims (“Dispute”) between the parties resulting from this Agreement, the parties shall use their best efforts to resolve the Dispute. For this purpose, either party may notify the other to attend a meeting at which an attempt will be made to resolve the Dispute through friendly discussions in good faith (“Dispute Notice”). Except as otherwise provided in this Agreement, if the parties do not find a solution, within a period of 30 (thirty) days after the delivery of the Dispute Notice from one party to the other, then the Dispute shall be resolved through arbitration. The arbitration procedure will be conducted by the AMCHAM Arbitration and Mediation Center in accordance with its rules (“Arbitration Rules”).

The resolution of a Dispute through arbitration procedure will only be applicable in the event that the disputed amount exceeds BRL 5,000,000.00 (five million reais). If this amount is not reached, the Dispute will be conducted, through litigation in the Courts of the City of São Paulo, State of São Paulo.
The arbitration shall be conducted in Portuguese by three arbitrators. The complainant must appoint an arbitrator in the “Request for Arbitration”, and the respondent must appoint an arbitrator at its first opportunity to demonstrate. If one of the parties fails to appoint its respective arbitrator, the latter will be appointed in accordance with the procedure set out in the Arbitration Rules. The two arbitrators shall, by mutual agreement, appoint the third arbitrator, who shall be the president of the arbitral tribunal. If there is no consensus, the third arbitrator will be appointed in accordance with the Arbitration Rules.

The parties recognize that any of the parties may request an urgent injunctive relief before the Courts of the City of São Paulo, State of São Paulo, and such request will not be considered incompatible with, or as a waiver of, any provisions contained in this clause or in Law 9.307/96. In addition to the authority of the arbitration court conferred by the Arbitration Rules, the arbitral tribunal has the authority to issue orders and grant preliminary injunctions, precautionary measures, injunctive relief and determine specific enforcement, when deemed fair and equitable.
The arbitration award must be expressed in writing and reasoned, being considered final and binding between the parties, in addition to being enforceable in accordance with its terms. The arbitration award may determine the distribution of costs related to the arbitration process, including reasonable attorneys’ fees and disbursements.

The election of the arbitration forum carried out by the parties to this Agreement does not prevent any of the parties from judicially executing the arbitral award or the certain and enforceable obligations under this Agreement.

Mexique BENTLEY SYSTEMS DE MEXICO S.A., having its registered office at Insurgentes Sur 1079 piso 3, Oficina 03-125, Colonia Noche Buena, Delegación Benito Juárez, C.P. 03720, Ciudad de México Mexique In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Mexico City, Mexico, in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.
Chine Bentley Systems (Beijing) Co., Ltd. dont le siège social est situé à Unit 1405-06, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, Chine  République populaire de Chine The parties agree to resolve amicably any dispute or difference arising from or in connection with the Agreement. In the event the parties are unable to settle the dispute or difference within 30 days from the delivery by any party of a notice confirming the existence of the dispute, any party may submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) for final and binding arbitration in accordance with CIETAC’s rules and procedures. The award rendered by CIETAC shall be enforceable by any court of competent jurisdiction.  
Taïwan Bentley Systems, Incorporated, Taiwan Branch dont le siège social se trouve à Spaces, 1F., No. 170, Sec. 3, Nanjing E.Rd., Zhongshan Dist., Taipei City 104, Taiwan, République de Chine Taïwan Any dispute, controversy, difference or claim arising out of, relating to or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration referred to the Chinese Arbitration Association, Taipei in accordance with the Association’s arbitration rules. The place of arbitration shall be in Taipei, Taiwan. The language of arbitration shall be English. The arbitral award shall be final and binding upon both parties.  
Inde Bentley Systems India Private Limited dont le siège social se situe à Suite No. 1001 & 1002,   WorkWell Suites, 10th Floor,  Max House,  1516/338, 339, 340, Village Bahapur, New Delhi 110020, India Inde In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in New Delhi, India appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce, and such dispute, controversy or claim shall be finally settled in accordance with the said Rules. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Subject to arbitrations, the parties agree to submit to the exclusive jurisdiction of courts in New Delhi, India. However, notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.
Monde excepté dans un pays ou une région décrit ci-dessus Bentley Systems International Limited, having its registered office at 6th Floor, 1 Cumberland St, Fenian St, Dublin 2, D02 AX07, IrelandIrlande In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Dublin, Ireland in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.

Partner’s principal place of business (or, if the Partner is an individual, where the Subscriber is resident) 

Les références à « Bentley » désignent l’entité de Bentley suivante :
Bentley Systems, Inc. a Delaware corporation having its registered office at 685 Stockton Drive, Exton, PA 19341-0678 

La loi applicable est :
Commonwealth of Pennsylvania 

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Philadelphia, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, either party has the right to commence proceedings against the other party in any court in respect of a failure by a party to comply with (i) any payment obligations; or (ii) any breach of confidentiality obligations under the Agreement without first submitting to binding arbitration.

References to “Bentley” mean the following Bentley entity:  
Bentley Systems (UK) Limited, having its registered office at 43rd Floor, 8 Bishopsgate, London, United Kingdom, EC2N 4BQ

Governing law is: 
England and Wales 

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in London, United Kingdom in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own attorney’s fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.

References to “Bentley” mean the following Bentley entity:   
Bentley Systems Brasil Ltda., having its registered office at Avenida Paulista, 2537. 9º. Andar. Sala 09-114, São Paulo, SP, Zip Code 01310-100

Governing law is: 
Brésil

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of disputes, controversies, questions, doubts or claims (“Dispute”) between the parties resulting from this Agreement, the parties shall use their best efforts to resolve the Dispute. For this purpose, either party may notify the other to attend a meeting at which an attempt will be made to resolve the Dispute through friendly discussions in good faith (“Dispute Notice”). Except as otherwise provided in this Agreement, if the parties do not find a solution, within a period of 30 (thirty) days after the delivery of the Dispute Notice from one party to the other, then the Dispute shall be resolved through arbitration. The arbitration procedure will be conducted by the AMCHAM Arbitration and Mediation Center in accordance with its rules (“Arbitration Rules”).
The resolution of a Dispute through arbitration procedure will only be applicable in the event that the disputed amount exceeds BRL 5,000,000.00 (five million reais). If this amount is not reached, the Dispute will be conducted, through litigation in the Courts of the City of São Paulo, State of São Paulo.

The arbitration shall be conducted in Portuguese by three arbitrators. The complainant must appoint an arbitrator in the “Request for Arbitration”, and the respondent must appoint an arbitrator at its first opportunity to demonstrate. If one of the parties fails to appoint its respective arbitrator, the latter will be appointed in accordance with the procedure set out in the Arbitration Rules. The two arbitrators shall, by mutual agreement, appoint the third arbitrator, who shall be the president of the arbitral tribunal. If there is no consensus, the third arbitrator will be appointed in accordance with the Arbitration Rules.

The parties recognize that any of the parties may request an urgent injunctive relief before the Courts of the City of São Paulo, State of São Paulo, and such request will not be considered incompatible with, or as a waiver of, any provisions contained in this clause or in Law 9.307/96. In addition to the authority of the arbitration court conferred by the Arbitration Rules, the arbitral tribunal has the authority to issue orders and grant preliminary injunctions, precautionary measures, injunctive relief and determine specific enforcement, when deemed fair and equitable.
The arbitration award must be expressed in writing and reasoned, being considered final and binding between the parties, in addition to being enforceable in accordance with its terms. The arbitration award may determine the distribution of costs related to the arbitration process, including reasonable attorneys’ fees and disbursements.
The election of the arbitration forum carried out by the parties to this Agreement does not prevent any of the parties from judicially executing the arbitral award or the certain and enforceable obligations under this Agreement.

References to “Bentley” mean the following Bentley entity:  
BENTLEY SYSTEMS DE MEXICO S.A., having its registered office at Insurgentes Sur 1079 piso 3, Oficina 03-125, Colonia Noche Buena, Delegación Benito Juárez, C.P. 03720, Ciudad de México

Governing law is: 
Mexico 

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Mexico City, Mexico, in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.

References to “Bentley” mean the following Bentley entity:  
Bentley Systems (Beijing) Co., Ltd., having its registered office at Unit 1405-06, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, China  

Governing law is: 
République populaire de Chine

Juridiction exclusive / Forum pour la résolution des litiges :
The parties agree to resolve amicably any dispute or difference arising from or in connection with the Agreement. In the event the parties are unable to settle the dispute or difference within 30 days from the delivery by any party of a notice confirming the existence of the dispute, any party may submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing (“CIETAC”) for final and binding arbitration in accordance with CIETAC’s rules and procedures. The award rendered by CIETAC shall be enforceable by any court of competent jurisdiction.

References to “Bentley” mean the following Bentley entity:  
Bentley Systems, Incorporated, Taiwan Branch, having its registered office at Spaces, 1F., No. 170, Sec. 3, Nanjing E.Rd., Zhongshan Dist., Taipei City 104, Taiwan, Republic of China   

Governing law is: 
Taïwan

Juridiction exclusive / Forum pour la résolution des litiges : 
Tout litige, toute controverse, tout différend ou toute réclamation découlant du Contrat, lié au Contrat ou en lien avec le Contrat, ou la violation, la résiliation ou l’invalidité qui en résulte, sera finalement réglé par un arbitrage renvoyé à la Chinese Arbitration Association à Taïpei en conformité avec les règles d’arbitrage de l’Association. Le lieu d’arbitrage se situera à Taïpei à Taïwan. La langue d’arbitrage sera l’anglais. La sentence arbitrale sera finale et exécutoire sur les deux parties.

References to “Bentley” mean the following Bentley entity:  
Bentley Systems India Private Limited, having its registered office at Suite No. 1001 & 1002, WorkWell Suites, 10th Floor,
Max House, 1516/338, 339, 340, Village Bahapur, New Delhi 110020, India 

Governing law is: 
Inde

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in New Delhi, India appointed in accordance with the Rules of Arbitration of the International Chamber of Commerce, and such dispute, controversy or claim shall be finally settled in accordance with the said Rules. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Subject to arbitrations, the parties agree to submit to the exclusive jurisdiction of courts in New Delhi, India. However, notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.

References to “Bentley” mean the following Bentley entity:  
Bentley Systems International Limited, having its registered office at 6th Floor, 1 Cumberland St , Fenian St, Dublin 2, D02 AX07, Ireland

Governing law is: 
Ireland 

Juridiction exclusive / Forum pour la résolution des litiges :
In the event of any dispute, controversy or claim between the parties arising under this Agreement, the parties shall submit to binding arbitration before a single arbitrator in Dublin, Ireland in accordance with the Commercial Arbitration Rules of the International Chamber of Commerce. The decision of the arbitrator shall be final and binding on the parties, and the judgment upon the award rendered by the arbitrator shall be enforceable in any court of competent jurisdiction. Each party shall bear its own legal fees, costs, and expenses incurred in such arbitration. Notwithstanding the foregoing, Bentley has the right to commence proceedings against Partner in any court in respect of a failure by Partner to comply with its payment obligations under the Agreement without first submitting to binding arbitration.

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