DIR Contract No. DIR-TSO-2539 Vendor Contract No. US-GMA-225288 10/30/13 Page 1 of 39 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES ORACLE AMERICA, INC. 1. Introduction A. Parties This Contract for Products and Related Services (“Contract”) is entered into between the State of Texas (“State”), acting by and through the Department of Information Resources (“DIR”) with its principal place of business at 300 West 15 th Street, Suite 1300, Austin, Texas 78701, and Oracle America, Inc. (“Vendor”), with its principal place of business at 500 Oracle Parkway, Redwood Shores, California 94065. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-210, on January 29, 2014, for Oracle Branded Hardware, Software and Related Products and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-210 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Software License Agreement; Appendix E-1, Sample Ordering Document Hardware and Software Products and First-Year Technical Support; Appendix E-2, Sample Ordering Document Technical Services; Appendix E-3, Sample Ordering Document Advanced Customer Support Services; Appendix E-4, Sample Ordering Document Oracle Linux and Oracle VM Support Services; Appendix E-5, Sample Ordering Document Renewal of Technical Support; Appendix E-6, Sample Ordering Document Oracle University Learning Credits; Appendix F, Delivery, Installation, Commencement Date and Acceptance; Appendix G, Public Sector General Terms; Appendix H, Public Sector Schedule P – Program; Appendix I, Public Sector Schedule S – Services; Appendix J, Public Sector Schedule LVM – Linux and Oracle VM Service Offerings; Appendix K, Public Sector Schedule H – Hardware Master Agreement; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP- 210 including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-210, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Appendix E-1, then Appendix E-2, then Appendix
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DIR Contract No. DIR-TSO-2539
Vendor Contract No. US-GMA-225288
10/30/13 Page 1 of 39
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
ORACLE AMERICA, INC.
1. Introduction
A. Parties
This Contract for Products and Related Services (“Contract”) is entered into between the
State of Texas (“State”), acting by and through the Department of Information Resources
(“DIR”) with its principal place of business at 300 West 15th
Street, Suite 1300, Austin,
Texas 78701, and Oracle America, Inc. (“Vendor”), with its principal place of business at
500 Oracle Parkway, Redwood Shores, California 94065.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State.
DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State
Business Daily, Request for Offer (RFO) DIR-TSO-TMP-210, on January 29, 2014, for
Oracle Branded Hardware, Software and Related Products and Services. Upon execution
of this Contract, a notice of award for RFO DIR-TSO-TMP-210 shall be posted by DIR
on the Electronic State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions For Products and Related
4. General Provisions ................................................................................................................. 2
A. Entire Agreement .......................................................................................................... 2 B. Modification of Contract Terms and/or Amendments .................................................. 2
C. Invalid Term or Condition ............................................................................................ 2 D. Assignment ................................................................................................................... 3 E. Survival ......................................................................................................................... 3 F. Choice of Law ............................................................................................................... 3
G. Limitation of Authority ................................................................................................. 3 H. Proof of Financial Stability ........................................................................................... 3
A. Definitions..................................................................................................................... 4 B. Ownership. .................................................................................................................... 5 C. Further Actions. ............................................................................................................ 5
D. Waiver of Moral Rights. ............................................................................................... 6
E. Confidentiality. ............................................................................................................. 6 F. Injunctive Relief............................................................................................................ 6 G. Return of Materials Pertaining to Work Product. ......................................................... 6
H. Vendor License to Use. ................................................................................................. 7 I. Third-Party Underlying and Derivative Works. ........................................................... 7
J. Agreement with Subcontracts. ...................................................................................... 7 K. License to Customer. .................................................................................................... 7 L. Vendor Development Rights......................................................................................... 8
6. Product Terms and Conditions............................................................................................... 8
A. Electronic and Information Resources Accessibility Standards, As Required
by 1 TAC Chapters 206 and 213 (Applicable to State Agency and
Institution of Higher Education Purchases Only) ......................................................... 8
B. Purchase of Commodity Items (Applicable to State Agency Purchases
7. Contract Fulfillment and Promotion ...................................................................................... 9
A. Service, Sales and Support of the Contract ................................................................... 9 B. Use of Order Fulfillers .................................................................................................. 9
1) Designation of Order Fulfillers ............................................................................... 9 2) Changes in Order Fulfiller List ............................................................................... 9
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
01/06/14 ii
3) Order Fulfiller Pricing to Customer ...................................................................... 10 C. Product Warranty and Return Policies ........................................................................ 10 D. Customer Site Preparation .......................................................................................... 10 E. Internet Access to Contract and Pricing Information ................................................. 10
2) Accurate and Timely Contract Information .......................................................... 10 3) Website Compliance Checks ................................................................................ 10 4) Website Changes ................................................................................................... 11 5) Use of Access Data Prohibited ............................................................................. 11 6) Responsibility for Content .................................................................................... 11
F. DIR Logo .................................................................................................................... 11 G. Vendor and Order Fulfiller Logo ................................................................................ 11
H. Trade Show Participation ............................................................................................ 11 I. Orientation Meeting .................................................................................................... 12 J. Performance Review Meetings ................................................................................... 12 K. DIR Cost Avoidance ................................................................................................... 12
8. Pricing, Purchase Orders, Invoices, and Payments .............................................................. 12
A. Manufacturer’s Suggested Retail Price (MSRP) or List Price.................................... 12 B. Customer Discount...................................................................................................... 12
C. Customer Price ............................................................................................................ 12
D. Shipping and Handling Fees ....................................................................................... 13 E. Tax-Exempt................................................................................................................. 13
F. Travel Expense Reimbursement ................................................................................. 13 G. Changes to Prices ........................................................................................................ 14
H. Purchase Orders .......................................................................................................... 14 I. Invoices ....................................................................................................................... 14 J. Payments ..................................................................................................................... 14
A. Indemnification ........................................................................................................... 18
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
01/06/14 iii
B. Taxes/Worker’s Compensation/UNEMPLOYMENT INSURANCE ........................ 19 C. Vendor Certifications .................................................................................................. 20 D. Ability to Conduct Business in Texas ......................................................................... 21 E. Equal Opportunity Compliance .................................................................................. 21 F. Use of Subcontractors ................................................................................................. 22
G. Responsibility for Actions .......................................................................................... 22 H. Confidentiality ............................................................................................................ 22 I. Security of Premises, Equipment, Data and Personnel ............................................... 22 J. Background and/or Criminal History Investigation .................................................... 23 K. Limitation of Liability................................................................................................. 23
L. Overcharges ................................................................................................................ 23 M. Prohibited Conduct ..................................................................................................... 23
N. Required Insurance Coverage ..................................................................................... 24 O. Use of State Property .................................................................................................. 25 P. Immigration................................................................................................................. 25 Q. Public Disclosure ........................................................................................................ 25
R. Product and/or Services Substitutions ........................................................................ 25 S. Secure Erasure of Hard Disk Products and/or Services .............................................. 25
T. Deceptive Trade Practices; Unfair Business Practices ............................................... 25 U. Drug Free Workplace Policy ...................................................................................... 26 V. Accessiblity of Public Information ............................................................................. 26
W. Vendor Reporting Requirements ................................................................................ 26
A. Enforcement of Contract and Dispute Resolution ...................................................... 26 B. Termination ................................................................................................................. 27
1) Termination for Non-Appropriation ..................................................................... 27
a) Termination for Non-Appropriation by Customer ............................................ 27 b) Termination for Non-Appropriation by DIR .................................................... 27
2) Absolute Right ...................................................................................................... 27 3) Termination for Convenience ............................................................................... 28 4) Termination for Cause .......................................................................................... 28
a) Contract ........................................................................................................... 28 b) Purchase Order ................................................................................................ 28
5) Customer Rights Under Termination .................................................................... 28 6) Vendor or Order Fulfiller Rights Under Termination ........................................... 29
C. Force Majeure ............................................................................................................. 29
A. Notices ........................................................................................................................ 29 B. Handling of Written Complaints ................................................................................. 29
technicians to report images of child pornography.
11. Contract Enforcement
A. Enforcement of Contract and Dispute Resolution
1) Vendor and DIR agree to the following: (i) a party’s failure to require strict
performance of any provision of the Contract shall not waive or diminish that party’s
right thereafter to demand strict compliance with that or any other provision, (ii) for
disputes not resolved in the normal course of business, the dispute resolution process
provided for in Chapter 2260, Texas Government Code, shall be used, and (iii)
actions or proceedings arising from the Contract shall be heard in a state court of
competent jurisdiction in Travis County, Texas.
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
01/06/14 Page 27 of 29
2) Disputes arising between a Customer and the Vendor shall be resolved in
accordance with the dispute resolution process of the Customer that is not
inconsistent with subparagraph A.1 above. DIR shall not be a party to any such
dispute unless DIR, Customer, and Vendor agree in writing.
3) State agencies are required by rule (34 TAC §20.108(b)) to report vendor
performance through the Vendor Performance Tracking System (VPTS) on every
purchase over $25,000.
B. Termination
1) Termination for Non-Appropriation
a) Termination for Non-Appropriation by Customer
Customer may terminate Purchase Orders if funds sufficient to pay its obligations
under the Contract are not appropriated: i) by the governing body on behalf of
local governments; ii) by the Texas legislature on behalf of state agencies; or iii)
by budget execution authority provisioned to the Governor or the Legislative
Budget Board as provided in Chapter 317, Texas Government Code. In the event
of non-appropriation, Vendor and/or Order Fulfiller will be provided ten (10)
calendar days written notice of intent to terminate. Notwithstanding the foregoing,
if a Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return
the product and discontinue using services under any return provisions that
Vendor offers. In the event of such termination, the Customer will not be
considered to be in default or breach under this Contract, nor shall it be liable for
any further payments ordinarily due under this Contract, nor shall it be liable for
any damages or any other amounts which are caused by or associated with such
termination.
b) Termination for Non-Appropriation by DIR
DIR may terminate Contract if funds sufficient to pay its obligations under the
Contract are not appropriated: by the i) Texas legislature or ii) by budget
execution authority provisioned to the Governor or the Legislative Budget Board
as provided in Chapter 317, Texas Government Code. In the event of non-
appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar
days written notice of intent to terminate. In the event of such termination, DIR
will not be considered to be in default or breach under this Contract, nor shall it
be liable for any further payments ordinarily due under this Contract, nor shall it
be liable for any damages or any other amounts which are caused by or associated
with such termination.
2) Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the
event that: i) Vendor becomes listed on the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism”, published by the
United States Department of the Treasury, Office of Foreign Assets Control; ii)
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
01/06/14 Page 28 of 29
Vendor becomes suspended or debarred from doing business with the federal
government as listed in the Excluded Parties List System (EPLS) maintained by the
General Services Administration; or (iii) Vendor is found by DIR to be ineligible to
hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section 11.A,
Notices, of intent to terminate.
3) Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving the other party thirty
(30) calendar days written notice. A Customer may terminate a Purchase Order by
giving the other party thirty (30) calendar days written notice.
4) Termination for Cause
a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, warranty or provision of the
Contract, upon the following preconditions: first, the parties must comply with the
requirements of Chapter 2260, Texas Government Code in an attempt to resolve a
dispute; second, after complying with Chapter 2260, Texas Government Code,
and the dispute remains unresolved, then the non-defaulting party shall give the
defaulting party thirty (30) calendar days from receipt of notice to cure said
default. If the defaulting party fails to cure said default within the timeframe
allowed, the non-defaulting party may, at its option and in addition to any other
remedies it may have available, cancel and terminate the Contract. Customers
purchasing products or services under the Contract have no power to terminate the
Contract for default.
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence
of a material breach of any term or condition: (i) of the Contract, or (ii) included
in the Purchase Order in accordance with Section 10.B.2 above, upon the
following preconditions: first, the parties must comply with the requirements of
Chapter 2260, Texas Government Code, in an attempt to resolve a dispute;
second, after complying with Chapter 2260, Texas Government Code, and the
dispute remains unresolved, then the non-defaulting party shall give the defaulting
party thirty (30) calendar days from receipt of notice to cure said default. If the
defaulting party fails to cure said default within the timeframe allowed, the non-
defaulting party may, at its option and in addition to any other remedies it may
have available, cancel and terminate the Purchase Order.
5) Customer Rights Under Termination
In the event the Contract expires or is terminated for any reason, a Customer shall
retain its rights under the Contract and the Purchase Order issued prior to the
termination or expiration of the Contract. The Purchase Order survives the expiration
or termination of the Contract for its then effective term.
Appendix A
Standard Terms and Conditions For Product and Related Services Contracts
01/06/14 Page 29 of 29
6) Vendor or Order Fulfiller Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all
amounts due for products or services ordered prior to the effective termination date
and ultimately accepted, and 2) any applicable early termination fees agreed to in
such Purchase Order.
C. Force Majeure
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract
for any period when performance is prevented as the result of an act of God, strike, war,
civil disturbance, epidemic, or court order, provided that the party experiencing the event
of Force Majeure has prudently and promptly acted to take any and all steps that are
within the party’s control to ensure performance and to shorten the duration of the event
of Force Majeure. The party suffering an event of Force Majeure shall provide notice of
the event to the other parties when commercially reasonable. Subject to this provision,
such non-performance shall not be deemed a default or a ground for termination.
However, a Customer may terminate a Purchase Order if it is determined by the
Customer that Order Fulfiller will not be able to deliver product or services in a timely
manner to meet the business needs of the Customer.
12. Notification
A. Notices
All notices, demands, designations, certificates, requests, offers, consents, approvals and
other instruments given pursuant to the Contract shall be in writing and shall be validly
given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by
registered or certified mail, or hand delivered, or (ii) three business days after being
mailed via United States Postal Service. All notices under the Contract shall be sent to a
party at the respective address indicated in Section 6 of the Contract or to such other
address as such party shall have notified the other party in writing.
B. Handling of Written Complaints
In addition to other remedies contained in the Contract, a person contracting with DIR
may direct their written complaints to the following office:
Public Information Office
Department of Information Resources
Attn: Public Information Officer
300 W. 15th
Street, Suite 1300
Austin, Texas 78701
(512) 475-4759, facsimile
13. Captions
The captions contained in the Contract, Appendices, and its Exhibits are intended for
convenience and reference purposes only and shall in no way be deemed to define or
limit any provision thereof.
APPENDIX B TO DIR CONTRACT NO. DIR-TSO-2539
HUB SUBCONTRACTING PLAN
HUB SUBCONTRACTING PLAN (HSP) QUICK CHECKLIST
While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need to complete, it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency. VENDOR WILL NEED TO COMPLY WITH ONE OF THE FOLLOWING PROCESS BELOW (A-E): A. SUBCONTRACTING ONLY WITH (100%) TEXAS CERTIFIED HUB VENDORS
If you will be awarding all of the subcontracting work you have to offer under the contract to only Texas certified HUB vendors, complete:
Section 1 (page 2 ) Respondent and Requisition Information
Section 2 a. (page 3) Yes, I will be subcontracting portions of the contract
Section 2 b. (page 3) List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors
Section 2 c. (page 3) Yes Section 4 (page 4) Affirmation- Sign and date
(page 5) GFE Method A (Attachment A) – Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b.
B. SUBCONTRACTING OPPORTUNITIES WILL BE PEFORMED USING HUB MENTOR PROTÉGÉ PROGRAM
Section 1 (page 2) Respondent and Requisition Information
Section 2 a. (page 3) Yes, I will be subcontracting portions of the contract
Section 2 b. (page 3). List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to HUB Protégé (skip Section 2c and 2d)
Section 4 (page 4) Affirmation- Sign and date
(page 6 & 7) GFE Method B (Attachment B) – Complete Section B-1, B-2 and B-4 for each HUB Protégé subcontracting opportunity as applicable
C. SUBCONTRACTING ONLY WITH TEXAS CERTIFIED HUB AND NON-HUB VENDORS- MEETS OR EXCEEDS THE HUB GOAL
If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors, and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you have a continuous contract* in place for five (5) years or less meets or exceeds the HUB Goal the contracting agency identified in the “Agency Special Instructions/Additional Requirements”,
complete: SEE SPECIAL INSTRUCTIONS
Section 1 (page 2) Respondent and Requisition Information
Section 2 a. (page 3) Yes, I will be subcontracting portions of the contract
Section 2 b. (page 3) List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors and Non-HUB vendors
Section 2 c. (page 3) Yes
Section 2 d. (page 3) Yes- Texas Certified HUBs
Section 4 (page 4) Affirmation- Sign and date
(page 5) GFE Method A (Attachment A) – Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b
D SUBCONTRACTING ONLY WITH TEXAS CERTIFIED HUB AND NON-HUB VENDORS- DOES NOT MEET OR EXCEED THE HUB GOAL
If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non-HUB vendors or only to Non-HUB vendors, and the
aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you have a continuous contract* in place for five (5) years or less does not meet or exceed the HUB Goal the contracting agency identified in the “Agency Special Instructions/Additional Requirements”, complete: SEE SPECIAL INSTRUCTIONS
Section 1 (page 2) Respondent and Requisition Information
Section 2 a. (page 3) Yes, I will be subcontracting portions of the contract
Section 2 b. (page 3) List all the portions of work you will subcontract, and indicated the percentage of the contract you expect to award to Texas certified HUB vendors and Non-HUB vendors
Section 2 c. (page 3) No
Section 2 d. (page 3) No
Section 4 (page 4) Affirmation Sign and date
(page 6 & 7) Method B (Attachment B)- Must submit supporting documentation under Section B-3 & “HUB Subcontracting Opportunity Notification Form”
E. WILL NOT BE SUBCONTRACTING
If you will not be subcontracting any portion of the contract and will be fulfilling the entire contract with your own resources, complete:
Section 1 (page 2) Respondent and Requisition Information
Section 2 a. (page 3) No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources
Section 3 (page 4) Self Performing Justification
Section 4 (page 4) Affirmation - Sign and date
*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor, where the HUB vendor provides the
prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be
individual contracts rather than renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new” contracts.
Department of Information Resources Page 1 of 3
HUB Manual Procedures
T:\\HUB\PolicyandProcedures\Attachments 13
Attachment 13.1 Rev. 8/2013
HUB SUBCONTRACTING PLAN (HSP) In accordance with Texas Gov’t Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting Plan (HSP) with their response to the bid requisition (solicitation).
NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov’t Code §2161.252(b).
The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.13 are:
11.2 percent for heavy construction other than building contracts,
21.1 percent for all building construction, including general contractors and operative builders contracts,
32.7 percent for all special trade construction contracts,
23.6 percent for professional services contracts,
24.6 percent for all other services contracts, and
21 percent for commodities contracts.
- - Agency Special Instructions/Additional Requirements - -
SECTION 1 RESPONDENT AND REQUISITION INFORMATION
a. Respondent (Company) Name: Oracle America, Inc. State of Texas VID #: 194287118900
Point of Contact: Leslie Frederick Phone #: (303) 272-4571
b. Is your company a State of Texas certified HUB? - Yes - No
c. Requisition/ Contract #
DIR-TSO-TMP-210 Bid Open/ Revision Date:
1/29/14
In accordance with 34 TAC §20.14(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent’s subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only contracts that have been in place for five years or less shall qualify for meeting the HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study.
Dir’s HUB Goal for this bidding opportunity is _____________21___________________%. Failure to complete
and comply with the current HSP form may disqualify the bid response. The following documentation should
be completed with the HSP:
Section 4 Affirmation- must be signed and dated;
Method B (Attachment B) -must provide documentation under Section B-3 with response (if
applicable);
Actual % and dollar amounts must be used on HSP form (if applicable.
For assistance in completing the HSP, contact the HUB Coordinator, at [email protected]
Enter your company’s name here: Oracle America, Inc. Requisition /Contract #: DIR-TSO-TMP-210
SECTION 2 SUBCONTRACTING INTENTIONS
After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including goods and services, will be subcontracted. Note: In accordance with 34 TAC §20.11., an “Subcontractor” means a person who contracts with a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity.
a. Check the appropriate box (Yes or No) that identifies your subcontracting intentions:
- Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b, of this SECTION and continue to Item c of this SECTION.)
- No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources. (If No, continue to SECTION 3
and SECTION 4.)
b. List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non-HUB).
(Note: If you have more than twelve subcontracting opportunities, a continuation sheet is available online at http://window.state.tx.us/procurement/prog/hub/hub-subcontracting-plan/)
c. Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities you listed in SECTION 2, Item b.
- Yes (If Yes, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of the subcontracting opportunities you listed.)
- No (If No, continue to Item d, of this SECTION.)
d. Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified
HUBs with which you have a continuous contract* in place with for five (5) years or less meets or exceeds the HUB goal the contracting agency identified on
page 1 in the “Agency Special Instructions/Additional Requirements”.
- Yes (If Yes, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of the subcontracting opportunities you listed.)
- No (If No, continue to SECTION 4 and complete an “HSP Good Faith Effort - Method B (Attachment B)” for each of the subcontracting opportunities you listed.)
Item # Subcontracting Opportunity Description
HUBs Non-HUBs
Percentage of the contract expected to be subcontracted to HUBs with which you have
a continuous contract* in place for five (5) years or less.
Percentage of the contract expected to be subcontracted to HUBs with which you have
a continuous contract* in place for more than five (5) years.
Percentage of the contract expected to be subcontracted
to non-HUBs .
1 Order Fulfillers (Not Subcontractors) 37.005% % .005%
2 % % %
3 % % %
4 % % %
5 % % %
6 % % %
7 % % %
8 % % %
9 % % %
10 % % %
11 % % %
12 % % %
Total Aggregate percentages of the contract expected to be subcontracted
*Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be
individual contracts rather than renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into “new” contracts.
Department of Information Resources Page 3 of 3
HUB Manual Procedures
T:\\HUB\PolicyandProcedures\Attachments 13
Attachment 13.1 Rev. 8/2013
Enter your company’s name here: Oracle America, Inc. Requisition/contract #: DIR-TSO-TMP-210
SECTION 3 SELF PERFORMING JUSTIFICATION (If you responded “No” to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.)
Check the appropriate box (Yes or No) that indicates whether your response/proposal contains an explanation demonstrating how your company will fulfill the entire contract with its own resources.
- Yes (If Yes, in the space provided below list the specific page(s)/section(s) of your proposal which explains how your company will perform the entire
contract with its own equipment, supplies, materials and/or employees.)
- No (If No, in the space provided below explain how your company will perform the entire contract with its own equipment, supplies, materials and/or
employees.)
SECTION 4 AFFIRMATION
As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP is true and correct. Respondent understands and agrees that, if awarded any portion of the requisition:
The respondent will provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency’s point of contact for the contract no later than ten (10) working days after the contract is awarded.
The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report – PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBs and Non-HUBs). (The PAR is available at http://www.window.state.tx.us/procurement/prog/hub/hub-forms/progressassessmentrpt.xls).
The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency’s prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all state contracting.
The respondent must, upon request, allow the contracting agency to perform on-site reviews of the company’s headquarters and/or work-site where services are being performed and must provide documentation regarding staffing and other resources.
Signature Printed Name Title Date (mm/dd/yyyy)
REMINDER: If you responded “Yes” to SECTION 2, Items c or d, you must complete an “HSP Good Faith Effort - Method A (Attachment A)” for each of the subcontracting opportunities you listed in SECTION 2, Item b.
If you responded “No” SECTION 2, Items c and d, you must complete an “HSP Good Faith Effort - Method B (Attachment B)” for each of the subcontracting opportunities you listed in SECTION 2, Item b.
Enter your company’s name here: Oracle America, Inc. Requisition/Contract #: DIR-TSO-TMP-210
IMPORTANT: If you responded “Yes” to SECTION 2, Items c or d of the completed HSP form, you must submit a completed “HSP Good Faith Effort - Method A
(Attachment A)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this page or download the form at http://www.window.state.tx.us/procurement/prog/hub/hub-forms/HUBSubcontractingPlanAttachment-A.doc
SECTION A-1 SUBCONTRACTING OPPORTUNITY
Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment.
Item #: 1 Description: Order Fulfillers (Not Subcontractors)
SECTION A-2 SUBCONTRACTOR SELECTION
List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. HUB VIN #’s can be located at http://www.window.state.tx.us/procurement/cmbl/hubonly.html
Company Name Texas
certified HUB VID #
(Required if Texas certified HUB)
Approximate Dollar Amount
(no TBD)
Expected Percentage of Contract
(no TBD) RFD & Associates, Inc. - Yes - No
174273677470
0 $20029592 37%
SHI Government Solutions, Inc. - Yes - No 122369547850
0 $2702 .005%
Sigma Technology Solutions, Inc. - Yes - No 190082360850
0 $2550 .005%
- Yes - No $ %
- Yes - No $ %
See Attachment A-1 - Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide
notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency’s point of contact for the contract no later than ten (10) working days after the contract is awarded.
ATTACHMENT A-1 The Order Fulfillers listed above are not subcontractors to Oracle, but are qualified to be Oracle Resellers under a contract resulting from RFO #DIR-TSO-TMP-210. The “Approximate Dollar Amount” and "Expected Percentage of Contract” included in the table in Section A-2 above are only good faith estimates of the Approximate Dollar Amount and Expected Percentage of Contract that the Resellers expect to sell over the next twelve months under a contract resulting from RFO #DIR-TSO-TMP-210. Statements in this HSP relating to Oracle's expectations, beliefs, intentions and prospects, including estimates on future sales are "forward-looking statements" and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. Economic, political and market conditions, among various other factors including factors affecting each individual Reseller, could cause actual results to differ materially from expectations, and could adversely affect our business and any future transactions.
HSP Good Faith Effort - Method B (Attachment B)
Enter your company’s name here: Oracle America, Inc. Requisition/Contract #: DIR-TSO-TMP-210
IMPORTANT: If you responded “No” to SECTION 2, Items c and d of the completed HSP form, you must submit a completed “HSP Good Faith Effort - Method B
(Attachment B)” for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo-copy this page or download the form at http://www.window.state.tx.us/procurement/prog/hub/hub-forms/HUBSubcontractingPlanAttachment-B.doc
SECTION B-1 SUBCONTRACTING OPPORTUNITY
Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing this attachment.
Item #: Description:
SECTION B-2 MENTOR PROTÉGÉ PROGRAM
If respondent is participating as a Mentor in a State of Texas Mentor Protégé Program, submitting its Protégé (Protégé must be a State of Texas certified HUB) as a subcontractor to perform the subcontracting opportunity listed in SECTION B-1, constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work.
Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protégé.
- Yes (If Yes, to continue to SECTION B-4.)
- No / Not Applicable (If No or Not Applicable, continue to SECTION B-3 and SECTION B-4.)
SECTION B-3 NOTIFICATION OF SUBCONTRACTING OPPORTUNITY
When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBs and minority or women trade organizations or development centers about the subcontracting opportunity you listed in SECTION B-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available online at http://www.window.state.tx.us/procurement/prog/hub/hub-subcontracting-plan/
Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and minority or women trade organizations or development centers. Also, be mindful that a working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the minority or women trade organizations or development centers is considered to be “day zero” and does not count as one of the seven (7) working days.
a. Provide written notification of the subcontracting opportunity you listed in SECTION B-1, to three (3) or more Texas certified HUBs. Unless the contracting agency specified a different time period, you must allow the HUBs at least seven (7) working days to respond to the notice prior to your submitting your bid response to the contracting agency. When searching for Texas certified HUBs, ensure that you use the State of Texas’ Centralized Master Bidders List (CMBL) and Historically Underutilized Business (HUB) Search directory located at http://www.window.state.tx.us/procurement//cmbl/cmblhub.html. HUB Status code “A” signifies that the company is a Texas certified HUB.
b. List the three (3) Texas certified HUBs you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the company’s Vendor ID (VID) number, the date you sent notice to that company, and indicate whether it was responsive or non-responsive to your subcontracting opportunity notice.
Company Name VID # Date Notice Sent (mm/dd/yyyy)
Did the HUB Respond?
- Yes - No
- Yes - No
- Yes - No
c. Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two (2) or more minority or women trade organizations or development centers in Texas to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. Unless the contracting agency specified a different time period, you must provide your subcontracting opportunity notice to minority or women trade organizations or development centers at least seven (7) working days prior to submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program’s webpage at http://www.window.state.tx.us/procurement/prog/hub/mwb-links-1/
d. List two (2) minority or women trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the date when you sent notice to it and indicate if it accepted or rejected your notice.
Minority/Women Trade Organizations or Development Centers Date Notice Sent (mm/dd/yyyy)
HSP Good Faith Effort - Method B (Attachment B) Cont.
Enter your company’s name here: Oracle America, Inc. Requisition/Contract #: DIR-TSO-TMP-210
SECTION B-4 SUBCONTRACTOR SELECTION
a. Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page.
Item #: Description:
List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B-1. Also identify whether they are a Texas certified HUB and their VID number, the approximate dollar value of the work to be subcontracted, the expected percentage of work to be subcontracted, and indicate whether the company is a Texas certified HUB. HUB VIN #’s can be located at http://www.window.state.tx.us/procurement/cmbl/hubonly.html
Company Name Texas
certified HUB VID #
(Required if Texas certified HUB)
Approximate Dollar Amount
(no TBDs)
Expected Percentage of Contract (no TBDs)
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
- Yes - No $ %
b. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-1 is not a Texas certified HUB, provide written justification for your selection process (attach additional page if necessary):
REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency’s name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency’s point of contact for the contract no later than ten (10) working days after the contract is awarded.
HUB Subcontracting Opportunity Notification Form In accordance with Texas Gov’t Code, Chapter 2161, each state agency that considers entering into a contract with an expected value of $100,000 or more shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. The state agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding.
34 Texas Administrative Code, §20.14 requires all respondents (prime contractors) bidding on the contract to provide notice of each of their subcontracting opportunities to at least three (3) Texas certified HUBs (who work within the respective industry applicable to the subcontracting opportunity), and allow the HUBs at least seven (7) working days to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, the respondent must provide notice of each of its subcontracting opportunities to minority/women trade organizations or development centers at least seven (7) working days prior to submitting its bid response to the contracting agency. We respectfully request that vendors interested in bidding on the subcontracting opportunity identified in Section C reply no later than the date and time identified in Section C, Item 1. Submit your response to the point-of-contact referenced in Section A.
Section A PRIME CONTRACTOR’S INFORMATION
Company Name: State of Texas VID #:
Point-of-Contact: Phone #:
E-mail Address: Fax #:
Section B CONTRACTING STATE AGENCY AND REQUISITION INFORMATION
Agency Name:
Point-of-Contact: Phone #:
Requisition/Contract #: Bid Open /Revision Date:
Section C SUBCONTRACTING OPPORTUNITY RESPONSE DUE DATE, DESCRIPTION, REQUIREMENTS AND RELATED INFORMATION
1.
Potential Subcontractor’s Bid Response Due Date:
Our firm must receive your bid response to this subcontracting opportunity no later
than 5:00 P.M., Central Daylight Standard Time on:
(Date)
(Note: In accordance with 34 TAC §20.14, each notice of subcontracting opportunity shall be provided to at least three (3) Texas certified HUBs, and allow the HUBs at least seven (7) working days to respond to the notice prior to submitting our bid response to the contracting agency. In addition, we must provide the same notice to minority/women trade organizations or development centers at least seven (7) working days prior to submitting our bid response to the contracting agency.)
2.
Scope of Work:
3. Required
Qualifications:
- Not Applicable
4.
Bonding/Insurance Requirements:
- Not Applicable
5.
Location to review plans/specifications:
- Not Applicable
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DIR-SDD-2539 Appendix C Page 1 of 8
APPENDIX C TO DIR CONTRACT NO. DIR-TSO-2539 ORACLE AMERICA, INC.
PRICING INDEX
For the term of the Contract, Customers may order products and services in accordance with the discounts set forth below. These discounts may not be used in conjunction with any other discounts or special promotions offered by Vendor.
A. HARDWARE AND ENGINEERED SYSTEMS AND ASSOCIATED SOFTWARE Discount Table for Product Offering and First Year of Technical Support (See Note #1)
NAMED PRODUCT HIERARCHY CUSTOMER DISCOUNT LIST PRICE
10 Gigabit Ethernet Switch Options 15% See Note #2
10 Gigabit Ethernet Switches 15% See Note #2
Big Data Appliance 15% See Note #3
Brocade Hardware 24% See Note #2
Brocade SAN Software 24% See Note #2
Brocade Software 24% See Note #2
CMT Server Configured Options 15% See Note #2
Disk Drives 14% See Note #2
Enterprise Tape Drive Conversion Options 24% See Note #2
Entry Level LTO 5 Tape Drives 24% See Note #2
Exadata Hardware Products 20% See Note #3
Exadata Software Products 25% See Note #3
Exalogic Hardware Products 20% See Note #3
Exalogic Software Products 25% See Note #3
Exalytics Hardware Products 15% See Note #3
Exalytics Software Products 25% See Note #3
Fabric Interconnect F1-15 15% See Note #2
Fabric Interconnect F1-4 15% See Note #2
Fujitsu M10 Server Configured Options 15% See Note #2
Fujitsu M10 Server Features 15% See Note #2
Fujitsu M10 Server X-Options 15% See Note #2
Fujitsu M10-1 Server 15% See Note #2
Fujitsu M10-4 Server 15% See Note #2
High-End M-Series Server Configured Options 28% See Note #2
High-End M-Series Server X-Options 28% See Note #2
Host Bus Adapters 14% See Note #2
I/O Modules 15% See Note #2
Infiniband Switches 28% See Note #2
LTO Conversion Options 24% See Note #2
LTO Tape Drive Features 24% See Note #2
LTO4 Tape Drives 24% See Note #2
LTO5 Tape Drives 24% See Note #2
DRAFT
DIR-SDD-2539 Appendix C Page 2 of 8
Discount Table for Product Offering and First Year of Technical Support (See Note #1)
NAMED PRODUCT HIERARCHY CUSTOMER DISCOUNT LIST PRICE
LTO5 Tape Drives (SL150) 24% See Note #2
LTO6 Tape Drives: Entry Level 24% See Note #2
LTO6 Tape Drives: High-End Libraries 24% See Note #2
LTO6 Tape Drives: Midrange Libraries 24% See Note #2
Midrange M-Series Server X-Options 28% See Note #2
Netra Blade X3-2B 15% See Note #2
Netra Server X3-2 15% See Note #2
Netra SPARC Server Options 15% See Note #2
Netra SPARC T3-1 Server 15% See Note #2
Netra SPARC T4-1 (4 core) Server 15% See Note #2
Netra SPARC T4-1 Server 15% See Note #2
Netra SPARC T4-1B Blade Server Module 15% See Note #2
Netra SPARC T4-2 Server 15% See Note #2
Network Adapters 14% See Note #2
Network Cables 14% See Note #2
Network Encryption Cards 14% See Note #2
Network Interface Cards 14% See Note #2
Network Transceivers 14% See Note #2
NPA_AT_NP_Sun StorageTek Virtual Storage Manager System (VSM 5) 24% See Note #2
Oracle Database Appliance 14% See Note #2
Oracle Database Appliance storage expansion 14% See Note #2
Oracle Fabric Manager 20% See Note #2
Oracle Fabric Monitor 20% See Note #2
Oracle SDN 20% See Note #2
Oracle Solaris Cluster Software 16% See Note #2
Oracle Solaris Legacy Containers 16% See Note #2
Oracle Sun QFS Software 15% See Note #2
Other Server Configured Options 6% See Note #2
Other Server X-Options 14% See Note #2
Pillar Axiom SAN 600 Storage System 15% See Note #2
Pillar Axiom SAN Storage System Features 15% See Note #2
Pillar Axiom SAN Storage System Options 15% See Note #2
Power Cords 14% See Note #2
Secure Global Desktop Software 16% See Note #2
Server Hard Disk Drives 14% See Note #2
Server Solid State Disks 14% See Note #2
SL150 Tape Library 24% See Note #2
SL150 Tape Library Options 24% See Note #2
SPARC M5 Server 15% See Note #2
SPARC M5 Server Configured Memory 15% See Note #2
SPARC M5 Server Configured Options 15% See Note #2
SPARC M5 Server X-Option Memory 15% See Note #2
DRAFT
DIR-SDD-2539 Appendix C Page 3 of 8
Discount Table for Product Offering and First Year of Technical Support (See Note #1)
NAMED PRODUCT HIERARCHY CUSTOMER DISCOUNT LIST PRICE
SPARC SuperCluster Hardware Products 15% See Note #3
SPARC T3 Server Configured Options 15% See Note #2
SPARC T3 Server X-Options 15% See Note #2
SPARC T3-2 Server 15% See Note #2
SPARC T4 Server Configured Options 15% See Note #2
SPARC T4 Server X-Options 15% See Note #2
SPARC T4-1 Server 15% See Note #2
SPARC T4-1B Blade Server Module 15% See Note #2
SPARC T4-2 Server 15% See Note #2
SPARC T4-4 Server 15% See Note #2
SPARC T5 Server Configured Options 15% See Note #2
SPARC T5-1B Blade Server Module 15% See Note #2
SPARC T5-2 Server 15% See Note #2
SPARC T5-4 Server 15% See Note #2
SPARC T5-8 Server 15% See Note #2
Spare Parts 29% See Note #2
Storage Archive Manager 22% See Note #2
Storage Hard Disk Drives 14% See Note #2
StorageTek 2500 M2 Features 12% See Note #2
StorageTek 2500 M2 Options 12% See Note #2
StorageTek 2530 M2 Array 12% See Note #2
StorageTek 2540 M2 Array 12% See Note #2
StorageTek Automated Cartridge System Library Software 15% See Note #2
StorageTek Availability Suite Software 15% See Note #2
StorageTek Enterprise Library Software 24% See Note #2
StorageTek Library Content Manager Software 15% See Note #2
StorageTek Tape Analytics Software 15% See Note #2
StorageTek Virtual Library Extension 15% See Note #2
StorageTek Virtual Storage Manager Features 24% See Note #2
StorageTek Virtual Storage Manager System (VSM 6) 14% See Note #2
Sun Blade 6000 Chassis 15% See Note #2
Sun Blade Server Options 15% See Note #2
Sun Blade X3-2B 15% See Note #2
Sun Fire X4800 Server 15% See Note #2
Sun Flash Accelerator F20 PCIe Card 24% See Note #2
Sun Flash Accelerator F40 PCIe Card 24% See Note #2
Sun Netra 6000 Blade Chassis 15% See Note #2
Sun Netra Rack Kits 15% See Note #2
Sun Netra T5220 Server 15% See Note #2
Sun Netra T5440 Server 15% See Note #2
Sun Racks 15% See Note #2
Sun Ray 15% See Note #2
DRAFT
DIR-SDD-2539 Appendix C Page 4 of 8
Discount Table for Product Offering and First Year of Technical Support (See Note #1)
NAMED PRODUCT HIERARCHY CUSTOMER DISCOUNT LIST PRICE
Sun Ray Options 0% See Note #2
Sun Ray Server Software 15% See Note #2
Sun Server X2-4 15% See Note #2
Sun Server X2-8 15% See Note #2
Sun Server X3-2 14% See Note #2
Sun Server X3-2L 14% See Note #2
Sun SPARC Enterprise M8000 Server 28% See Note #2
Sun SPARC Enterprise M9000-32 Server 28% See Note #2
Sun SPARC Enterprise M9000-64 Server 28% See Note #2
Sun Storage F5100 Flash Array 24% See Note #2
Sun StorageTek SL24 Tape Autoloader 24% See Note #2
Sun StorageTek SL3000 Modular Library System 24% See Note #2
Sun StorageTek SL48 Tape Library 24% See Note #2
Sun StorageTek SL500 Modular Library System 24% See Note #2
Sun StorageTek SL8500 Modular Library Features 24% See Note #2
Sun StorageTek SL8500 Modular Library System 24% See Note #2
Sun StorageTek T10000B Tape Drive (Open) 24% See Note #2
Sun StorageTek T10000C Tape Drive (MVS) 24% See Note #2
Sun StorageTek T10000C Tape Drive (Open) 24% See Note #2
Sun StorageTek Virtual Storage Manager System (VSM 4) 24% See Note #2
Sun StorageTek Virtual Storage Manager System (VSM 5) 24% See Note #2
Sun Unified Storage System Options 24% See Note #2
Sun ZFS Backup Appliances 24% See Note #2
Sun ZFS Storage 7120 System 24% See Note #2
Sun ZFS Storage 7320 System 24% See Note #2
Sun ZFS Storage 7420 System 24% See Note #2
Sun ZFS Storage System Features 24% See Note #2
Sun ZFS Storage System Options 24% See Note #2
Tape Encryption 24% See Note #2
Tape Library Features 24% See Note #2
Tape Media 24% See Note #2
Tape Options 24% See Note #2
Virtual Desktop Infrastructure Software 28% See Note #2
Advanced Support Gateway Server 14% See Note #2
Key Management Appliance 24% See Note #2
SL150 Tape Library Features 24% See Note #2
Sun Flash Accelerator F80PCIeCard 24% See Note #2
Sun Server X4-2 14% See Note #2
Sun Server X4-2L 14% See Note #2
Sun Fire X4170 M2 Server 14% See Note #2
Infiniband Host Channel Adapters 14% See Note #2
Key Management Switch Accessory Kits 24% See Note #2
DRAFT
DIR-SDD-2539 Appendix C Page 5 of 8
Discount Table for Product Offering and First Year of Technical Support (See Note #1)
NAMED PRODUCT HIERARCHY CUSTOMER DISCOUNT LIST PRICE
LTO6 Tape Drives: AS400 24% See Note #2
LTO6 Tape Drives: Desktop/Rackmount 24% See Note #2
Netra SPARC T5-1B Blade Server Module 15% See Note #2
Fibre Channel Host Bus Adapters 14% See Note #2
Oracle ZFS Storage Options 24% See Note #2
Oracle ZFS Storage ZS3-2 24% See Note #2
Oracle ZFS Storage ZS3-4 24% See Note #2
SAS Host Bus Adapters 14% See Note #2
SPARC M6-32 Server Configured Options 15% See Note #2
SPARC M6-32 Server X-Options 15% See Note #2
SPARC T5 Server X-Options 15% See Note #2
StorageTek Linear Tape File System Software 24% See Note #2
StorageTek T10000D Tape Drive 24% See Note #2
Sun Blade X4-2B 15% See Note #2
Sun ZFS Backup Appliance IaaS 24% See Note #3
Tuxedo CFSR 15% See Note #2
Oracle Virtual Compute Appliance 15% See Note #3
B. SOFTWARE PROGRAMS
Table 1. Discount Table for Software Programs and First Year of Technical Support
PRODUCT CATEGORY CUSOMTER DISCOUNT LIST PRICE PRICE LIST
Technology 44.59% See Note #4 Oracle Technology Global Price List
Oracle E-Business Suite (EBS) Applications 44.59% See Note #4 Oracle E-Business Suite Applications Global Price List
PeopleSoft (PSFT) Applications 44.59% See Note #4 PeopleSoft Component Global Price List
Siebel Applications 44.59% See Note #4 Siebel CRM Component Pricing – Oracle Global Price List
Business Intelligence Applications 44.59% See Note #4 Oracle Business Intelligence Applications Global Price List
Oracle Fusion Applications 44.59% See Note #4 Oracle Fusion Applications Global Price List
Public Sector Revenue Management Applications 44.59% See Note #4 Oracle Public Sector Revenue Management Global Price List
Oracle Primavera 44.59% See Note #4 Oracle Primavera Global Price List
Table 2. Discount Table for Software Programs and First Year of Technical Support for Higher Education Institutions
PRODUCT CATEGORY CUSOMTER DISCOUNT LIST PRICE PRICE LIST
Campus Wide Program Licenses 89.93% See Note #5 See Note #5
DRAFT
DIR-SDD-2539 Appendix C Page 6 of 8
C. SERVICES Table 1. Services (Other Than First Year of Technical Support and Technical Services)
SERVICE CATEGORY CUSTOMER DISCOUNT LIST PRICE
Installation Services, Packaged Services, and other ACS Services 0% See Note #6
Education/Training Services
Instructor Led Training (Oracle Authorized Education Centers Only) 15% See Note #7
Private Events 25% See Note #7
Self Study Courses (SSC), Live Virtual Courses (LVC) & Training on Demand (TOD)
30% See Note #7
Renewal of Technical Support 0% See Note #8
Oracle Linux Support and Oracle VM Support Services 0% See Note #9
Table 2. Technical Services
TECHNICAL LEVEL ORACLE (See Note #10)
HOURLY RATES FOR UNDER NET $500,000 ORDERS
HOURLY RATES FOR OVER NET
$500,000 ORDERS
North American Technical Services Sr. Practice/Tech Director-9 $326.45 $330.48
NAC Senior Principal Technician-6T $237.78 $240.81
NAC Principal-5 $207.56 $210.58
NAC Senior-4 $171.28 $172.29
NAC Staff-3 $149.12 $153.15
NAC Associate -2 $111.84 $112.85
Reston Delivery Center (“RDC”) Principle-5 $144.08 $145.59
RDC Sr-4 $119.90 $120.79
RDC Staff-3 $103.78 $104.79
RDC Associate-2 $87.66 $88.66
*Global Service Delivery On-Site-9 $162.22 $163.73
*Global Service Delivery On-Site-8 $154.16 $155.55
*Global Service Delivery On-Site-7 $120.91 $122.17
*Global Service Delivery On-Site-6 $101.76 $102.52
*Global Service Delivery On-Site-5 $82.62 $83.38
*Global Service Delivery On-Site-4 $70.53 $70.97
*Global Service Delivery On-Site-3 $65.49 $65.68
*Global Service Delivery On-Site-2 $59.45 $59.76
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DIR-SDD-2539 Appendix C Page 7 of 8
Note #1: The discounts specified in the table in section A above apply to hardware (and first year of technical
support) and programs (and first year of technical support) that are designated as an item number or product name associated with the Named Product Hierarchies provided such hardware and programs are available in production release when the applicable Order Form and Purchase Order is received. Customer’s hardware order consists of the following items: operating system (as described in the configuration), integrated software and hardware equipment (including components, options and spare parts) specified on the applicable order. The term “hardware” is defined as the hardware equipment, including components, options and spare parts. The term “integrated software” is defined as software embedded in the hardware which is essential to hardware functionality (e.g., firmware). Note #2: The appropriate price list is the Systems Hardware and Software Global Price List. This commercial
price list will be made available at a web site to be accessible by the Customers. On this price list, Customers can find the item number and the Named Product Hierarchy. Note #3: The appropriate price list is the Oracle Engineered Systems Price List. This commercial price list will be
made available at a web site to be accessible by the Customers. Note #4: The appropriate price lists for the software program product categories listed in section B, Table 1 above
are as specified in the “Price List” column in section B, Table 1. The commercial price lists will be made available at a web site to be accessible by the Customers. For the avoidance of any doubt, JD Edwards (JDE) Applications products are excluded from this Contract; Customer may not order any JDE Application products under this Contract. Note #5: The discount specified in section B, Table 2 are available for Customers who qualify as educational
providers under the terms of Oracle’s standard Academic Practices policies and are eligible under §2054.003 of the Texas Government Code (“Higher Education Institutions”). Notwithstanding the existence of separate license pricing terms for educational programs, the terms and conditions of this Contract that Oracle determines to be applicable shall apply to all purchases of Oracle software and associated products offered herein under educational licenses. Higher Education Institutions purchasing under this Contract may acquire licenses on a campus-wide basis, which means licensing all full-time and part-time students, faculty and staff (“Campus Wide Program”) in accordance with the following:
(a) Eligible Programs. The appropriate price list is the Oracle Technology Global Price List for the following programs:
Oracle Database:
Standard Edition
Enterprise Edition
NoSQL Enterprise Edition
Enterprise Edition Options:
Multitenant
Real Application Clusters
Partitioning
Active Data Guard
Real Application Testing
Advanced Compression
Advanced Security Option
Label Security
Database Vault
OLAP
Advanced Analytics
Enterprise Management Options:
Diagnostics Pack
Tuning Pack
Lifecycle Management Pack
Data Masking Pack
Test Data Management pack
Cloud Management Pack
Application Server:
Weblogic Server Standard
Weblogic Server Enterprise Edition
Weblogic Suite
Internet Application Server Standard
Internet Application Server Enterprise
SOA Suite for Middleware
Application Server Enterprise Management Options:
Weblogic Management pack
SOA Management pack
Management pack for GoldenGate
Data Integration:
Data Integrator Enterprise
GoldenGate
GoldenGate for Non-Oracle Database
Other Products:
Webcenter Suite Plus
Webcenter Portal
Management Pack for Webcenter
Identity and Access Management Suite
Identity Governance Suite
Directory Services Plus
Access Management Suite Plus
Management pack for Identity Mgmt
Real User Experience Insight
(b) Internet Access. Higher Education Institutions may allow an unlimited number of internet users to access any of the Campus Wide Program licenses licensed under an Oracle Order Form, provided the access is for viewing, querying, or adding data associated with the Higher Education Institution’s administrative, teaching,
DIR-SDD-2539 Appendix C Page 8 of 8
research or community service functions. Higher Education Institutions may charge a fee for such internet access provided the fee is designed to only reimburse the Higher Education Institution for its costs incurred in developing and administering the Higher Education Institution’s business program. (c) OAI and WDP Membership. As of the effective date of an order placed under this Contract, teaching departments at the Higher Education Institution may participate in the Oracle Academic Initiative (OAI) and/or the Oracle Workforce Development Program (WDP) or successor programs that may replace OAI/WDP. The OAI/WDP membership fee will be waived for any department that elects to incorporate Oracle programs into its classroom teaching. Teaching departments may apply for the free membership at http://oai.oracle.com or http://workforce.oracle.com. Once the teaching department is established as an OAI/WDP member, the department will be licensed to use the Programs available under OAIIWDP for the purposes set forth in the applicable agreement.
(d) User Minimums. The user minimum tables in the Licensing Definitions and Rules (section I) of Appendix D to the Contracts do not apply to Campus Wide Program licenses. (e) Campus Wide Program licenses may not be used for non-medical school functions of an associated medical center or university hospital (e.g., patient management and billing). (f) On the yearly anniversary of the effective date of an order, you must report any additional full-time and part-time students, faculty and staff to Oracle and ensure your license quantity is sufficient to cover the additional population in order to extend the rights listed above (Internet Access, OAI and WDP Membership, User Minimums) for a subsequent year.
Note #6: To be eligible to purchase installation services, packaged services, or other ACS services, Customers
must be current on technical support (Software Update License and Support, or “SULS”) for their licensed programs, current on technical support (Premier Support for Systems) for hardware, and all supported software environments must comply with current Oracle Certification Matrices. Note #7: Pricing for Oracle University products and services is subject to the Oracle University Price List in effect
at the time the Customer places the student registration for the training. Oracle University's Price List is posted at http://education.oracle.com. These discounts may not be used in conjunction with any other discounts or special promotions offered by Oracle University. Note #8: Customers may renew technical support services (SULS or Premier Support for Systems as
appropriate) under this Contract. For first and second renewal years of technical support that commences during the term of the Contract, if Customer renews technical support for the same number of licenses for the same programs and/or the same systems for the same configurations, the annual technical support fees will not increase by more than 4% over the prior year’s fees. If the Customer’s order is fulfilled by a Reseller, the annual fee for SULS for the first renewal year will be the price quoted to the Customer by the Reseller; and the annual fee for SULS for the second renewal year will not increase by more than 4% over the prior year's fees. Oracle technical support services (including first year and all subsequent years) are provided under Vendor’s applicable technical support services policies in effect at the time the services are provided. Customer agrees to cooperate with Vendor and provide the access, resources, materials, personnel, information, and consents that Vendor may require in order to perform the technical support services. The technical support services policies are incorporated in this Contract and are subject to change at Vendor’s discretion; however, Vendor will not materially reduce the level of services provided during the period for which fees for the applicable technical support services have been ordered. Customer should review the applicable technical support services policies prior to executing an order for the applicable services. Customer may access the current versions of the technical support services policies at http://oracle.com/contracts. Technical support is effective upon the effective date of the order unless otherwise stated in the Customer’s order. Note #9: The appropriate price list is the Oracle Linux Support and Oracle VM Support Global Price List. This
commercial price list will be made available at a web site to be accessible by the Customers. Note #10: The Technical Level Oracle Technical services denoted with an asterisk (*) in the table in section C,
Table 2 require a minimum of 2 months of on-site services.
Customers acquiring Oracle intellectual property pursuant to the Contract shall hold, use and operate such property, as applicable subject to compliance with DIR Contract No. DIR-TSO-2539 and the following terms and conditions contained in this License Agreement and elsewhere in the Contract.
A. License Agreement Definitions
1. The term "ancillary programs" refers to third party materials specified in the documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered.
2. The term "documentation" refers to the user manual and installation manuals.
3. The term "programs" refers to the software product(s) owned or distributed by Oracle (except operating system and integrated software) which you have ordered, the related documentation, and any program updates acquired through technical support.
4. The term "hardware" refers to the new or like new computer equipment, including components, options and spare parts.
5. The term "operating system" refers to the software product(s) owned or distributed by Oracle (excluding the programs and integrated software) which manages your ordered hardware for programs and other software, the related documentation, and any updates acquired through technical support.
6. The term "integrated software" refers to the to any software or programmable code that is (a) embedded or integrated in the hardware and enables the functionality of the hardware or (b) specifically provided to the Customer by Oracle under the Contract and specifically listed (i) in accompanying documentation, (ii) on an Oracle webpage or (iii) via a mechanism that facilitates installation for use with the Customer’s hardware. Integrated software does not include and the Customer does not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or (b) separately licensed applications, operating systems, development tools, or system management software or other code that is separately licensed by Oracle.
7. The term "integrated software options" refers to the software or programmable code owned or distributed by Oracle which is embedded in, installed on, or activated on the hardware you have ordered that requires one or more unit licenses that you must separately order and consists of certain software agents, the related documentation, and any updates acquired though technical support.
8. The term “separate terms” refers to separate license terms that are specified in the program documentation, readmes or notice files and that apply to separately licensed third party technology.
9. The term “separately licensed third party technology” refers to third party technology that is licensed under separate terms and not under the terms of the Contract.
10. The term "technical support" refers to the annual technical support services you may have ordered for
the programs or hardware. If ordered, annual technical support (including first year and all subsequent years) is provided under Oracle's technical support policies in effect at the time the services are provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information and consents that Oracle may require in order to perform the technical support services. The technical support policies, incorporated in the Contract, including this Appendix D, are subject to change at Oracle's discretion; however, Oracle
policy changes will not result in a material reduction in the
level of services provided for supported programs or hardware during the period for which fees for
technical support have been paid. You should review the policies prior to entering into the Order Form for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts.
a. Technical support is effective upon the effective date of the Order Form unless otherwise stated in your order.
b. Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with your order may be renewed annually and, if you renew SULS for the same number of licenses for the same programs, for the first and
second renewal years the fee for SULS, will not increase by more than 4% over the prior year’s fees. If your order is fulfilled by a member of Oracle’s partner program, the fee for SULS for the first renewal year will be the price quoted to you by your partner; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year's fees.
c. If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle’s license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported program licenses with new versions of the program.
11. The term "you" or "your" refers to the Customer.
12. The term "Oracle" refers to Oracle America, Inc., the Vendor.
13. The term “partner” refers to Resellers.
14. The term “services” refers to technical support, education, hosted/outsourcing services, consulting or other services which the Customer has ordered.
15. Terms used but not otherwise defined herein shall have the meaning ascribed to them in the Contract for Products and Related Services by and between State of Texas Department of Information Resources and Oracle America, Inc. and Appendix A thereto, as applicable.
B. Rights Granted Upon Oracle's acceptance of your order, you have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in the Order Form), limited right to use: (1) the programs and receive any related technical support services you ordered solely for your internal business operations and subject to the terms of the Contract, including this Appendix D, the definitions and rules set forth in the Order Form and the related documentation; (2) the operating system and receive any related technical support services only as incorporated in, and as part of the hardware you ordered and subject to the terms of the license delivered with the hardware (current versions of the license agreements are located at http://oracle.com/contracts; (3) the integrated software and receive any related technical support services only as incorporated in, and as part of the hardware you ordered and subject to the terms of the Contract, including this Appendix D, and the related documentation; and (4) the Integrated software options and receive any related technical support services only as incorporated in, and part of the hardware you ordered, and subject to the terms of the Contract, including this Appendix D, the related documentation and the Integrated Software Options License Definitions, Rules and Metrics accessible at http://oracle.come/contracts. Any conflict between the Contract, including this Appendix D, and the Integrated Software Options License Definitions, Rules and Metrics, the Integrated Software Options License Definitions, Rules and Metrics shall take precedence. The operating system, or integrated software or integrated software options may include separate works, identified in a readme files, notice files or the related documentation, which are licensed under open source or similar license terms; your rights to use such software under such terms are not restricted in any way by the Contract, including this Appendix D. The appropriate terms associated with such separate works can be found in the readme files, notice files or the documentation accompanying such software. For GPLv2, LGPLv2.1, GPLv3 and LGPLv3 licensed code received by you as binaries on physical media, if you would like to receive a copy of the source code ("source code") on media via postal service, submit your written request at http://www.oracle.com/technetwork/opensource/index.html. Alternatively, you can mail your written request to Oracle Corporation, Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway, MS5OP10, Redwood Shores, CA 94065. Your request should include the name and version number of the product, your name, your company name (if applicable), your return mailing address, and your email address. Certain source distributions require a fee for physical media. Should this be the case, you will be sent details on the cost and payment procedure via email. Your request must be sent within three (3) years of the date of our last delivery of the product, or in the case of code licensed under the GPLv3, you may send a request for as long as Oracle offers spare parts or technical support for the applicable product model. This offer only applies if you received your operating system, integrated software and/or Integrated software options on physical media.
You may allow your agents and contractors (including, without limitation, outsourcers) to use the software subject to the Contract, including this Appendix D, and you are responsible for their compliance with the Contract, including this Appendix D, in such use. The technical support services provided under the Contract may be related to your license to use software which you acquire under a separate order prior to the effective date of the Contract. The agreement referenced in that order shall govern your use of such software.
C. Ownership and Restrictions Oracle or its licensors retain all ownership and intellectual property rights to the programs, operating system and integrated software. Oracle or its licensors retains all intellectual property rights to the hardware; title of the hardware is transferred to the Customer upon delivery. Oracle retains all ownership and intellectual property rights to anything developed and delivered under the Contract resulting from services. Third party technology that may be contained in or appropriate or necessary for use with some programs, operating systems and integrated software is specified in the related documentation, notice files or readme files. Such third party technology is licensed to you either under the terms of the Contract, including this Appendix D or, if specified in the documentation, readme files or notice files, under separate terms. Your rights to use separately licensed third party technology under separate terms are not restricted in any way by the Contract, including this Appendix D. However, for clarity, notwithstanding the existence of a notice, third party technology that is not separately licensed third party technology shall be deemed part of the programs and is licensed to you under the terms of the Contract, including this Appendix D. Any source code delivered is subject to the terms of the Contract, including this Appendix D, the Order Form and the related documentation. You may:
make a sufficient number of copies of each program for your licensed use and one (1) copy of each program media; or
make a sufficient number of copies of the operating system, integrated software and/or Integrated software options solely for archival purposes, to replace defective copies or verification
You may not:
remove or modify any markings or any notice of Oracle's or its licensors' proprietary rights from the programs, operating system, integrated software or Integrated software options;
make the programs or materials resulting from the services available in any manner to any third party for use in the third party's business operations (unless such access is expressly
permitted for the specific
program license or materials from the services you have acquired);
cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs (the foregoing
prohibition includes but is not limited to review of data
structures or similar materials produced by programs), operating system, integrated software and/or Integrated software options; or
disclose results of any benchmark tests without Oracle's prior written consent, except as required by applicable law, provided that you give Oracle prior notice and an opportunity to oppose such disclosure (unless prohibited by law).
D. Trial Programs You may order trial programs, or Oracle may include additional programs with your order on media, electronic download or on the hardware which you may use for trial, non-production purposes only. You may not use the trial programs to provide or attend third party training on the content and/or functionality of the programs. You have 30 days from the delivery date to evaluate these programs. If you decide to use any of these programs after the 30 day trial period, you must obtain a license for such programs. If you decide not to obtain a license for any program after the 30 day trial period, you will cease using and will delete any such programs from your computer systems. Programs licensed for trial purposes are provided "as is" and Oracle does not provide technical support or offer any warranties for these programs.
E. Non-Assignment of Software Licenses Upon advance written notice to Oracle and provided that you have continuously maintained annual technical
DIR-TSO-2539 Appendix D Page 4 of 24
support services, you may assign your rights to the software and/or any services or an interest in them provided for in the Contract and the applicable Order Form(s) to another governmental agency as designated by the Texas Legislature i) that is a successor in interest to you that performs your statutory obligations, or ii) as necessary to satisfy a regulatory requirement imposed upon you by a governing body with the appropriate authority;
provided that such assignee entity agrees in writing to the terms and conditions of the Contract and
the applicable Order Form(s). If you grant a security interest in the programs, hardware and/or any services deliverables (e.g., as may be required if you obtain outside financing of your purchase), the secured party (e.g., the financier) has no right to use or transfer the software and/or any services deliverables, and if you decide to finance your acquisition of the programs, hardware and/or any services, you will follow Oracle's policies regarding financing which are at http://oracle.com/contracts.
F. Audit of Programs Upon 45 days written notice, Oracle may audit your use of the programs, the operating system, integrated software and integrated software options. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the programs, the operating system, integrated software and integrated software options in excess of your license rights. If you do not pay, Oracle can end your technical support, licenses and/or your order under the Contract. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit.
G. Uniform Computer Information Transactions Act
The Uniform Computer Information Transactions Act does not apply to this License Agreement or orders placed under it.
H. Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the products (including any operating system and integrated software). You agree that such export laws govern your use of the products (including technical data, operating system and integrated software) and any service deliverables provided under the Contract, including this Appendix D, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, product (including, any operating system and integrated software) and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents used in the transfer, export or re-export of the products and any service deliverables: “These commodities, technology, software, or hardware (including any Integrated software and operating system(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited.”
I . Oracle License Definitions and Rules To fully understand your license grant, you need to review the definition for the licensing metric and term designation set forth below and/or in the applicable Order Form.
Definitions and License Metrics
$M Annual Transaction Volume: is defined as one million U.S. Dollars in all purchase orders transacted and all
auctions conducted through the Oracle Exchange Marketplace by you and others during the applicable year of the Oracle Exchange Marketplace license, regardless of whether any such auction results in a purchase order, provided that an auction resulting in a purchase order shall only be counted against the Annual Transaction Volume once. Applications National Language Support (NLS) Supplement Media Packs: Please be advised that only a
subset of the products included on an Applications NLS Supplement Media Pack have been translated. For existing supported customers, My Oracle Support has information on which products have been translated for the supported languages (https://support.oracle.com). For new or unsupported customers, please contact your Oracle Account Manager for this information.
$M in Application Annual Revenue: is defined as one million U.S. Dollars excluding taxes processed through
the licensed program. For Oracle Self-Service E-Billing products, the Annual Revenue is equivalent to the total invoiced amount for all company accounts that have at least one enrolled user per billing period. Application Developed: is defined as a software program developed by You that operates on smart-phones
and/or other end user devices and that (i) provides end users with access to content or (ii) provides end users with end user transaction enablement or (iii) otherwise enables use by end users of functions available through the Oracle run-time Program. Application User: is defined as an individual authorized by you to use the applicable licensed application
programs which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. If you license the Oracle Self Service Work Request option in conjunction with Oracle Enterprise Asset Management, you are required to maintain licenses for the equivalent number of Application Users licensed and you are granted unlimited access to initiate work requests, view work request status and view scheduled completion dates for your entire employee population. Application Users
licensed for Oracle Order Management are allowed to manually enter orders directly into the programs but any orders entered electronically from other sources must be licensed separately. For Oracle Sourcing, Oracle Fusion Sourcing, Oracle iSupplier Portal, Oracle Fusion Supplier Portal, Oracle Services Procurement, PeopleSoft eSupplier Connection, and PeopleSoft Strategic Sourcingprograms, use by your external suppliers is included with your application user licenses. For the purpose of the Oracle Financial Services Operational Risk Solution program, employees who are just contributing information to the program via the applicable user interface shall not be counted as application users. Application Read-Only User: is defined as an individual authorized by you to run only queries or reports against
the application program for which you have also acquired non read-only licenses, regardless of whether the individual is actively using the programs at any given time. Brand: is defined as a named product offering that corresponds to a specific molecular entity, including multiple
dosage forms and multiple strengths for the same molecular entity. Case Report Form (CRF) Page: is defined as the "electronic equivalent" of what would be the total number of
physical paper pages initiated remotely by the program (measured explicitly in the program as Received Data Collection Instruments) during a 12 month period. You may not exceed the licensed number of CRF Pages during any 12 month period unless you acquire additional CRF Page licenses from Oracle. Chassis: is defined as a physical enclosure containing hardware. For the purposes of the following programs:
Oracle Fabric Manager and Oracle Fabric Monitor, only the chassis (a) that contain networking hardware and (b) that are managed by the program must be counted for the purpose of determining the number of licenses required. Collaboration Program User: is defined as an individual authorized by you to use the programs which are
installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. For the purposes of counting and licensing the number of Beehive Synchronous Collaboration users, a Collaboration Program User within your company is defined as a user able to initiate, or host, a web conference and also participate in a web conference; all participants in the web conference external to your company and attending a web conference are not required to be licensed. Compensated Individual: is defined as an individual whose compensation or compensation calculations are
generated by the programs. The term Compensated Individual includes, but is not limited to, your employees, contractors, retirees, and any other Person. Computer: is defined as the computer on which the programs are installed. A Computer license allows you to
use the licensed program on a single specified computer. For the purposes of Computer licenses for the Oracle Health Science Integration Engine program, a communication point is an interface to an input system (e.g., a clinical laboratory system in a hospital or healthcare setting) or to an output system (e.g., a healthcare data repository). Concurrent User: is defined as each individual that may concurrently use or access the programs. Concurrent
Users shall be only customers or prospective customers of yours, and shall not be business partners, or employees of yours.
DIR-TSO-2539 Appendix D Page 6 of 24
Connected Instance: is defined as the configuration between Oracle Policy Automation Connector for Oracle
CRM On Demand and the Oracle CRM On Demand instance’s web service endpoint. For each Oracle CRM On Demand instance so configured, an additional Connected Instance is required. Connector: is defined as each connector connecting the software product with an external product. A unique
connector is required for each distinct product that the software product is required to interface. $M Cost of Goods Sold: is defined as one million U.S. Dollars in the total cost of inventory that a company has
sold during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75% of total company revenue. CPU: is defined as a chip that contains a collection of one or more cores on which the program is running.
Regardless of the number of cores, each chip counts as 1 CPU. Custom Suite User: is defined as an individual authorized by you to use the application programs included in
the applicable Custom Applications Suite which are installed on a single server or on multiple servers regardless of whether the individual is actively using the programs at any given time. Customer: is defined as the customer entity specified on your order. The programs may not be used or
accessed for the business operations of any third party, including but not limited to your customers, partners, or your affiliates. There is no limitation on the number of computers on which such programs may be copied, installed and used. Customer Account: is defined as each unique Customer Account, designated by a unique account number, for
which the billing information is managed or displayed using the program, regardless of the number of individual account holders associated with such accounts. Oracle Customer Data & Device Retention Service: is defined as a service for which the description may be found in the Technical Support Policies section (Oracle Hardware and Systems Support Policies) at
www.oracle.com/contracts and which is incorporated by reference. Customer Record: is defined as each unique Customer Record (including contact records, prospect records and
records in external data sources) that you may access using the program. Developer User / Developer/ Developer Seat: is defined as an individual authorized by you to use the
programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. With respect to Developer Users only, such users may create, modify, view and interact with the programs and documentation. Disk Drive: is defined as a spinning media device that stores data accessed by the Oracle Exadata Storage
Server Software program. Electronic Order Line: is defined as the total number of distinct order lines entered electronically into the Oracle
program from any source (not manually entered by licensed users) during a 12 month period. This includes order lines originating as external EDI/XML transactions and/or sourced from other Oracle and non-Oracle applications. You may not exceed the licensed number of order lines during any 12 month period. Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents,
contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Employees and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Employees: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. Employee for HCM: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your
agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Employees for HCM and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Employees for HCM: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. Employees for HCM may only use the
licensed programs with Oracle application programs that contain “Oracle Fusion Human Capital Management” as a prefix in the program name. Employee User: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Enterprise Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your
agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Enterprise Employees and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Enterprise Employees: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. The value of these program licenses is determined by the number of Enterprise Employees. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the number of Enterprise Employees as of the effective date of your order. If at any time the number of Enterprise Employees exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the number of Enterprise Employees is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise Employees. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise Employees as of such date. Enterprise Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution
and any part-time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on your policies for student classification. If the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. The value of these program licenses is determined by the number of Enterprise FTE Students. For these program licenses, the licensed quantity purchased must, at a minimum, be equal to the number of Enterprise FTE Students as of the effective date of your order. If at any time the number of Enterprise FTE Students exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the number of Enterprise FTE Students is equal to or less than the licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise FTE Students. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise FTE Students as of such date. Enterprise Trainee: is defined as an employee, contractor, student or other person who is being recorded by the
program. The value of these program licenses is determined by the number of Enterprise Trainees. For these program licenses, the licensed quantity purchased must, at a minimum, be equal to the number of Enterprise Trainees as of the effective date of your order. If at any time the number of Enterprise Trainees exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the number of Enterprise Trainees is equal to or less than the licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise Trainees. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise Trainees as of such date. Enterprise $M in Cost of Goods Sold: Enterprise $M Cost of Goods Sold is defined as one million U.S. Dollars
in the total cost of inventory that a company has sold during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75% of total company revenue. The value of these program licenses is determined by the amount of Enterprise $M Cost of Goods Sold. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the amount of Enterprise $M Cost of Goods Sold as of the effective date of your order. If at any time the amount of Enterprise $M Cost of Goods Sold exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the amount of Enterprise $M Cost of Goods Sold is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M Cost of Goods Sold. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise $M Cost of Goods Sold as of such date. Enterprise $M in Freight Under Management: $M Freight Under Management is defined as one million U.S.
Dollars of the total transportation value of tendered orders for all shipments for a given calendar year during the term of the license. FUM shall include the combined total of actual freight purchased by you, plus the cost of freight for shipments managed by you (e.g., you are not purchasing transportation services on behalf of your
DIR-TSO-2539 Appendix D Page 8 of 24
clients but are providing transportation management services for your clients). Freight that is paid by a third party shall also be included in the FUM total (e.g., inbound shipments from suppliers to you with freight terms of prepaid). The value of these program licenses is determined by the amount of Enterprise $M Freight Under Management. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the amount of Enterprise $M Freight Under Management as of the effective date of your order. If at any time the amount of Enterprise $M Freight Under Management exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the amount of Enterprise $M Freight Under Management is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M Freight Under Management. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise $M Freight Under Management as of such date. Enterprise $M in Operating Budget: is defined as one million U.S. Dollars of your gross budget reflected in an
audited statement from your external accounting firm. The value of these program licenses is determined by the amount of Enterprise $M in Operating Budget. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the amount of Enterprise $M in Operating Budget as of the effective date of your order. If at any time the amount of Enterprise $M in Operating Budget exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the amount of Enterprise $M in Operating Budget is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M in Operating Budget. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise $M in Operating Budget as of such date. Enterprise $M in Revenue: Enterprise $M in Revenue is defined as one million U.S. Dollars in all income
(interest income and non interest income) before adjustments for expenses and taxes generated by you during a fiscal year. The value of these program licenses is determined by the amount of Enterprise $M in Revenue. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the amount of Enterprise $M in Revenue as of the effective date of your order. If at any time the amount of Enterprise $M in Revenue exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the amount of Enterprise $M in Revenue is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the amount of Enterprise $M in Revenue. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise $M in Revenue as of such date. Expense Report: is defined as the total number of expense reports processed by Internet Expenses during a 12
month period. You may not exceed the licensed number of expense reports during any 12 month period. Faculty User: is defined as an active teaching member of the faculty for an accredited academic institution; such
user may only use the programs for academic and non-commercial use. Field Technician: is defined as an engineer, technician, representative, or other person who is dispatched by
you, including the dispatchers, to the field using the programs. $M Freight Under Management: is defined as one million U.S. Dollars of the total transportation value of
tendered orders for all shipments for a given calendar year during the term of the license. FUM shall include the combined total of actual freight purchased by you, plus the cost of freight for shipments managed by you (e.g., you are not purchasing transportation services on behalf of your clients but are providing transportation management services for your clients). Freight that is paid by a third party shall also be included in the FUM total (e.g., inbound shipments from suppliers to you with freight terms of prepaid). Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution and any part-
time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on your policies for student classification. If the number of FTE Students is a fraction, that number will be rounded to the nearest whole number for purposes of license quantity requirements. Guest Room: is defined as the number of guest rooms managed by the program.
Hosted Named User: is defined as an individual authorized by you to access the hosted service, regardless of
whether the individual is actively accessing the hosted service at any given time. Installation Services, Start-Up Packs and Configuration/Upgrade Services: is defined as a service(s) for
which the description may be found in the Advanced Customer Support Services section at
DIR-TSO-2539 Appendix D Page 9 of 24
www.oracle.com/contracts and which is incorporated by reference. Invoice Line: is defined as the total number of invoice line items processed by the program during a 12 month
period. You may not exceed the licensed number of Invoice Lines during any 12 month period unless you acquire additional Invoice Line licenses from Oracle. IVR Port: is defined as a single caller that can be processed via the Interactive Voice Response (IVR) system.
You must purchase licenses for the number of IVR Ports that represent the maximum number of concurrent callers that can be processed by the IVR system. Learning Credits: may be used to acquire education products and services offered in the Oracle University
online catalogue posted at http://www.oracle.com/education under the terms specified therein. Learning credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be used for any product or service that is subject to a discount or a promotion when you order the relevant product or service. The list price will be reduced by applying the discount specified to you by Oracle. Notwithstanding anything to the contrary in the previous three sentences, learning credits may also be used to pay taxes, materials and/or expenses related to your order; however, the discount specified above will not be applied to such taxes, materials and/or expenses. Learning credits are valid for a period of 12 months from the date your order is accepted by Oracle, and you must acquire products and must use any acquired services prior to the end of such period. You may only use learning credits in the country in which you acquired them, may not use them as a payment method for additional learning credits, and may not use different learning credits accounts to acquire a single product or service or to pay related taxes, materials and/or expenses. Learning credits are non-transferable and non-assignable. You may be required to execute standard Oracle ordering materials when using learning credits to order products or services. $M in Managed Assets: is defined as one million U.S. Dollars of the following total: (1) Book value of
investment in capital leases, direct financing leases and other finance leases, including residuals, whether owned or managed for others, active on the program, plus (2) Book value of assets on operating leases, whether owned or managed for others, active on the program, plus (3) Book value of loans, notes, conditional sales contracts and other receivables, owned or managed for others, active on the program, plus (4) Book value of non earning assets, owned or managed for others, which were previously leased and active on the program, including assets from term terminated leases and repossessed assets, plus (5) Original cost of assets underlying leases and loans, originated and active on the program, then sold within the previous 12 months. Managed Resource: is defined as an individual authorized by you to use the programs which are installed on a
single server or on multiple servers, regardless of whether the individual is actively using the programs at any given time. In addition, your employees, contractors, partners and any other individual or entity managed by the programs shall be counted for the purposes of determining the number of Managed Resource licenses required. Member Record: is defined as each unique customer loyalty program Member Record managed by the
program. 100K Member Records shall mean one hundred thousand Member Records. Module: is defined as each production database running the programs.
Monitored User: is defined as an individual who is monitored by an Analytics program which is installed on a
single server or multiple servers, regardless of whether the individual is actively being monitored at any given time. Individual users who are licensed for an Analytics program by either Named User Plus or Application User may not be licensed by Monitored User. For the purposes of the Usage Accelerator Analytics program, every user of your licensed CRM Sales application program must be licensed. For the purposes of the Human Resources Compensation Analytics program, all of your employees must be licensed. For the purpose of the following Oracle Governance, Risk, and Compliance applications: Application Access Controls Governor, Application Access Controls for E-Business Suite, Configuration Controls Governor, Configuration Controls for E-Business Suite, Transaction Controls Governor, Preventive Controls Governor, and Governance, Risk, and Compliance Controls Suite, the number of Monitored Users is equal to the total number of unique E-Business Suite users (individuals) being monitored by the program(s), as created/defined in the User Administration function of E-Business Suite. Users of iProcurement and/or Self-Service Human Resources are excluded. For the purpose of the following PeopleSoft Enterprise Governance, Risk, and Compliance applications: Application Access Controls Governor, Application Access Controls for PeopleSoft Enterprise, Configuration Controls Governor, and Configuration Controls for PeopleSoft Enterprise, the number of Monitored Users is equal
to the total number of unique PeopleSoft Enterprise (or any other custom applications / programs) users (individuals) that the program monitors. MySQL Cluster Carrier Grade Edition Annual Subscription, MySQL Enterprise Edition Annual Subscription and MySQL Standard Edition Annual Subscription: are defined as the right to use the specified
program(s) in accordance with the applicable license metric and to receive Oracle Software Update License & Support for the specified program(s) and for MySQL Community Edition for the term specified on the order. MySQL Community Edition refers to MySQL that is licensed under the GPL license. Software Update License & Support for MySQL Community Edition does not include updates of any kind. The subscription term is effective upon the effective date of the subscription ordering document, unless otherwise stated in your ordering document. If your order was placed through the Oracle Store, then the effective date is the date your order was accepted by Oracle. Oracle Software Update License & Support services are provided under the applicable technical support policies in effect at the time the services are provided. You must obtain a subscription license for all servers where MySQL Cluster Carrier Grade Edition, MySQL Enterprise Edition and/or MySQL Standard Edition are deployed. If you obtain Oracle Software Update License & Support services for any servers where MySQL Community Edition is deployed, then you must also purchase a subscription license for all of such servers for which you have obtained Oracle Software Update License & Support services. You may obtain Oracle Software Update License & Support services for the MySQL Community Edition subscription licenses at any level (e.g., at the MySQL Cluster Carrier Grade Edition level, at the MySQL Enterprise Edition level and/or at the MySQL Standard Edition level). At the end of the specified term, you may renew your subscription, if available, at the then current fees for the applicable subscription. If you choose not to renew your subscription, your right to use the program(s) will terminate and you must de-install all applications, tools, and binaries provided to you under the applicable non-Community Edition license (e.g., the license for MySQL Cluster Carrier Grade Edition, MySQL Enterprise Edition and/or MySQL Standard Edition). If you do not renew a subscription, you will not receive any updates (including patches or subsequent versions) and you may also be subject to reinstatement fees if you later choose to reactivate your subscription. Named User Plus / Named User: is defined as an individual authorized by you to use the programs which are
installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. All of the remaining provisions of this definition apply only with respect to Named User Plus licenses, and not to Named User licenses. A non human operated device will be counted as a named user plus in addition to all individuals authorized to use the programs, if such devices can access the programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated batching of data from computer to computer is permitted. You are responsible for ensuring that the named user plus per processor minimums are maintained for the programs contained in the user minimum table in the licensing rules section; the minimums table provides for the minimum number of named users plus required and all actual users must be licensed. For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for Non-Oracle Middleware, Management Pack for WebCenter Suite, Data Masking Pack for Non-Oracle Databases and Test Data Management Pack for Non-Oracle Databases, only the users of the program that is being managed/monitored are counted for the purpose of determining the number of Named User Plus licenses required. With respect to the following programs: Load Testing, Load Testing Developer Edition, Load Testing Accelerator for Web Services, Load Testing Accelerator for Oracle Database and Load Testing Suite for Oracle Applications, each emulated human user and non human operated device shall be considered as a virtual user and shall be counted for the purpose of determining the number of Named User Plus licenses required. For the purposes of the following programs: Application Management Suite for Oracle E-Business Suite, Application Management Suite for PeopleSoft, Application Management Suite for Siebel, Real User Experience Insight and Application Replay Pack, all users of the respective managed application program must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate, only (a) the users of the Oracle database from which you capture data and (b) the users of the Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Oracle GoldenGate for Mainframe and Oracle GoldenGate for Teradata Replication Services, only (a) the users of the database from which you capture data and (b) the users of the database where you will apply the data must be counted for the purpose of determining the number of
DIR-TSO-2539 Appendix D Page 11 of 24
licenses required. For the purposes of the following program: Oracle GoldenGate for Non Oracle Database only (a) the users of the Non Oracle database from which you capture data and (b) the users of the Non Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Data Integrator Enterprise Edition and Data Integrator Enterprise Edition for Oracle Applications, only the users that are running or accessing the data transformation processes must be counted for determining the number of licenses required.
For the purposes of the following programs: Oracle Mobile Client Runtime and Application Development Framework Mobile, only the end users of each Application Developed must be counted for the purposes of determining the number of licenses required, regardless of the choice of the mobile application development tool or the framework used to build the Application Developed. Network Device: is defined as the hardware and/or software whose primary purpose is to route and control
communications between computers or computer networks. Examples of network devices include but are not limited to, routers, firewalls and network load balancers. Non Employee User - External: is defined as an individual, who is not your employee, contractor or outsourcer,
authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Oracle Financing Contract: is a contract between you and Oracle (or one of Oracle’s affiliates) that provides for
payments over time of some or all of the sums due under your order. Order Line: is defined as the total number of order entry line items processed by the program during a 12 month
period. Multiple order entry line items may be entered as part of an individual customer order or quote and may also be automatically generated by the Oracle Configurator. You may not exceed the licensed number of Order Lines during any 12 month period unless you acquire additional Order Line licenses from Oracle. Partner Organization: is defined as an external third party business entity that provides value-added services in
developing, marketing and selling your products. Depending upon the type of industry, partner organizations play different roles and are recognized by different names such as reseller, distributor, agent, dealer or broker. Person: is defined as your employee or contractor who is actively working on behalf of your organization or a
former employee who has one or more benefit plans managed by the system or continues to be paid through the system. For Project Resource Management, a person is defined as an individual who is scheduled on a project. The total number of licenses needed is to be based on the peak number of part-time and full-time people whose records are recorded in the system. Physical Server: is defined as each physical server on which the programs are installed. Ported Number: is defined as the telephone number that end users retain as they change from one service
provider to another. This telephone number originally resides on a telephone switch and is moved into the responsibility of another telephone switch. Processor: shall be defined as all processors where the Oracle programs are installed and/or running.
Programs licensed on a processor basis may be accessed by your internal users (including agents and contractors) and by your third party users. The number of required licenses shall be determined by multiplying the total number of cores of the processor by a core processor licensing factor specified on the Oracle Processor Core Factor Table which can be accessed at http://oracle.com/contracts. All cores on all multicore chips for each licensed program are to be aggregated before multiplying by the appropriate core processor licensing factor and all fractions of a number are to be rounded up to the next whole number. When licensing Oracle programs with Standard Edition One or Standard Edition in the product name (with the exception of Java SE Support, Java SE Advanced, and Java SE Suite), a processor is counted equivalent to an occupied socket; however, in the case of multi-chip modules, each chip in the multi-chip module is counted as one occupied socket. For example, a multicore chip based server with an Oracle Processor Core Factor of 0.25 installed and/or running the program (other than Standard Edition One programs or Standard Edition programs) on 6 cores would require 2 processor licenses (6 multiplied by a core processor licensing factor of .25 equals 1.50, which is then rounded up to the next whole number, which is 2). As another example, a multicore server for a hardware platform not
specified in the Oracle Processor Core Factor Table installed and/or running the program on 10 cores would require 10 processor licenses (10 multiplied by a core processor licensing factor of 1.0 for ‘All other multicore chips’ equals 10). For the purposes of the following program: Healthcare Transaction Base, only the processors on which Internet Application Server Enterprise Edition and Healthcare Transaction Base programs are installed and/or running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: iSupport, iStore and Configurator, only the processors on which Internet Application Server (Standard Edition and/or Enterprise Edition) and the licensed program (e.g., iSupport, iStore and/or Configurator) are running must be counted for the purpose of determining the number of licenses required for the licensed program; under these licenses you may also install and/or run the licensed program on the processors where a licensed Oracle Database (Standard Edition and/or Enterprise Edition) is installed and/or running. For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring Plug-in for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pack for Non-Oracle Middleware, Management Pack for WebCenter Suite, Data Masking Pack for Non-Oracle Databases and Test Data Management Pack for Non-Oracle Databases, only the processors on which the program that is being managed/monitored are running must be counted for the purpose of determining the number of licenses required.
For the purposes of the following programs: Application Management Suite for Oracle E-Business Suite, Application Management Suite for PeopleSoft, Application Management Suite for Siebel, Application Management Pack for Utilities and Application Management Pack for Taxation and Policy Management, all processors on which the middleware and/or database software that support the respective managed application program are running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Application Replay Pack and Real User Experience Insight, all processors on which the middleware software that supports the respective managed application program are running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Informatica PowerCenter and PowerConnect Adapters, and Application Adapter for Warehouse Builder for PeopleSoft, Oracle E-Business Suite, Siebel, and SAP, only the processor(s) on which the target database is running must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Data Integrator Enterprise Edition, Data Integrator Enterprise Edition for Oracle Applications, Data Integrator and Application Adapter for Data Integration and Application Adapters for Data Integration, only the processor(s) where the data transformation processes are executed must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: In-Memory Database Cache, only the processors on which the Times Ten In-Memory Database component of the In-Memory Database Cache program is installed and/or running must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate, only (a) the processors running the Oracle database from which you capture data and (b) the processors running the Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following programs: Oracle GoldenGate for Mainframe and Oracle GoldenGate for Teradata Replication Services, only (a) the processors running the database from which you capture data and (b) the processors running the database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate for Non Oracle Database, only (a) the processors running the non Oracle database from which you capture data and (b) the processors running the non Oracle database where you will apply the data must be counted for the purpose of determining the number of licenses required. For the purposes of the following program: Oracle GoldenGate Application Adapters, only the processors running the source Oracle or non Oracle database(s) from which you capture data must be counted for the purpose of
DIR-TSO-2539 Appendix D Page 13 of 24
determining the number of licenses required. For multiple source databases, all processors for all sources must be counted. For the purposes of the following program: Audit Vault and Database Firewall, only the processors of the sources which are protected, monitored or audited must be counted for the purpose of determining the number of l icenses required. For the purposes of the following program: Oracle ATG Web Commerce Search, only the processors on which queries are processed must be counted. You do not need to count processors on which the program is running for indexing content in configured content sources as long as the foregoing is the only use of the program on all the processors installed in a given server. 1,000,000 Queries Per Day: is defined as one million queries to the MDEX engine, including but not limited to:
text searches; changes to facet (refinement); page up/down through results (any text box query, change in facet selection, change in results viewed), from midnight to the next midnight (e.g., a day). $M in Revenue: is defined as one million U.S. Dollars in all income (interest income and non interest income)
before adjustments for expenses and taxes generated by you during a fiscal year. $M Revenue Under Management: is defined as one million U.S. Dollars in all income (interest income and non
interest income) before adjustments for expenses and taxes generated by you during a fiscal year for the product lines for which the programs are used. Record: The Customer Hub B2B is a bundle that includes two components, Siebel Universal Customer Master
B2B and Oracle Customer Data Hub. For the purposes of the Customer Hub B2B application, record is defined as the total number of unique customer database records stored in the Customer Hub B2B application (i.e., stored in a component of Customer Hub B2B). A customer database record is a unique business entity or company record, which is stored as an account for the Siebel Universal Customer Master B2B product or as an organization for the Oracle Customer Data Hub product. The Customer Hub B2C is a bundle that includes two components, Siebel Universal Customer Master B2C and Oracle Customer Data Hub. For the purposes of the Customer Hub B2C application, record is defined as the total number of unique customer database records stored in the Customer Hub B2C application (i.e., stored in a component of Customer Hub B2C). A customer database record is a unique consumer (i.e., physical person) record, which is stored as a contact for the Siebel Universal Customer Master product or as a person for the Oracle Customer Data Hub product. The Product Hub is a bundle that includes two components, Siebel Universal Product Master and Oracle Product Information Management Data Hub. For the purposes of the Product Hub application, record is defined as the total number of unique product database records stored in the Product Hub application (i.e., stored in a component of Product Hub). A product database record is a unique product component or SKU stored in the MTL_SYSTEM_ITEMS table with an active or inactive status and does not include any instance items (i.e. *-star items) or organization assignments of the same item. For the purposes of the Case Hub program a record is defined as the total number of unique case database records stored in the Case Hub program. A case database record is a unique request or issue requiring investigation or service stored in S_CASE table with an active or inactive status. For the purposes of the Site Hub program a record is defined as the total number of unique site database records stored in the RRS_SITES_B table of the Site Hub program. A site database record is a unique site (e.g., an asset, a building, part of a building (such as a store or a franchise within a store, an ATM, etc.)) stored in the Site Hub program. For the programs listed above, please see the application licensing prerequisites as specified in the Applications Licensing Table which may be accessed at http://oracle.com/contracts for the grant and restrictions of the underlying Oracle technology. For the purposes of the Hyperion Data Relationship Management program, a record is defined as the unique occurrence of any business object or master data construct that you choose to manage within the program. Records may describe any number of enterprise information assets, commonly referred to as base members, including but not limited to cost centers, ledger accounts, legal entities, organizations, products, vendors, assets, locations, regions or employees. Additionally, a record may also be a summary object, commonly referred to as a
rollup member, that either summarizes base members or describes hierarchical information associated with underlying base members. Records represent unique occurrences and they do not include any duplicates or shared references that may be essential for master data management purposes. For the purposes of the Supplier Lifecycle Management and Supplier Hub programs, a record is defined as a unique business entity or company record stored as Supplier in the AP_SUPPLIERS table of the Supplier Lifecycle Management and Supplier Hub programs. For the purposes of the Life Sciences Customer Hub program, a record is defined as the number of unique customer database records stored in such program. A customer database record is a unique physician (i.e., physical person) record which is stored as a contact for the Oracle Life Sciences Customer Hub program. 1000 Records: is defined as 1000 cleansed records (i.e., rows) that are output from a production data flow of the
Data Quality for Data Integrator program. Registered User: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. Registered Users shall be business partners and/or customers and shall not be your employees. 500,000 Requests Per Day: is defined as five hundred thousand requests from midnight to the next midnight
(e.g., a day).
For the purposes of the following program: ATG Web Commerce, requests for the full ATG pipeline at the ATG DynamoHandler in the Servlet Pipeline made by web browsers or via web service calls, including, but not limited to: JSP page requests; Ajax requests; REST service requests; SOAP service requests; web service calls by native mobile applications, rich front end applications or other integrated external systems must be counted for the purpose of determining the number of licenses required.
For the purposes of the following program: Endeca Experience Manager, requests at the Assembler and Presentation API, including but not limited to: any page request for Experience Manager; any single submitted query for the Search Engine (text box queries, selection or changes in facet selection); page requests by an application (e.g., ATG Web Commerce); direct requests from web browsers; web service calls by native mobile applications, rich front end applications or other integrated external systems must be counted for the purpose of determining the number of licenses required.
For the purposes of the following program: WebCenter Sites for Oracle ATG Web Commerce, requests to the WebCenter Sites or Webcenter Sites Satellite Server programs for page or page fragments, JSP page requests, REST service requests, SOAP service requests or web service calls by browsers or external application must be counted for the purpose of determining the number of licenses required. Retail Register: is defined as any device designed to record any part of a sales transaction.
RosettaNet Partner Interface Processes® (PIPs®): are defined as business processes between trading
partners. Preconfigured system-to-system XML-based dialogs for the relevant E-Business Suite Application(s) are provided. Each preconfigured PIP includes a business document with the vocabulary and a business process with the choreography of the message dialog. Rule Set: is defined as a data rules file containing content for a given country in order to perform data quality
functions optimized for that country. Server: is defined as the computer on which the programs are installed. A Server license allows you to use the
licensed program on a single specified computer. Service Order Line: is defined as the total number of service order entry line items processed by the program
during a 12 month period. Multiple service order entry line items may be entered as part of an individual customer service order or quote. You may not exceed the licensed number of Service Order Lines during any 12 month period unless you acquire additional Service Order Line licenses from Oracle. 1,000 Sites: is defined as one thousand unique sites added to Multi-Site Quotes created during a 12 month
period. Sites added to Multi-Site Quotes are listed as records in the Site Characteristics View and the Billing Group View of a Multi-Site Quote. A Site record is uniquely defined by its Service Account and Service Point fields. A single Site (as defined by its Service Account and Service Point fields Site) that is added to multiple Multi-Site Quotes created during a 12-month period shall be only counted once.
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Socket: is defined as a slot that houses a chip (or a multi-chip module) that contains a collection of one or more
cores. Regardless of the number of cores, each chip (or multi-chip module) shall count as a single socket. All occupied sockets on which the program is installed and/or running must be licensed. Oracle Solaris Premier Subscription for Non-Oracle Hardware per socket: is defined as the right to use the
Oracle Solaris programs (as defined below) on hardware not manufactured by or for Sun/Oracle, and to receive Oracle Premier Support for Operating Systems services (limited to the Oracle Solaris programs), for the term specified in the ordering document. “Oracle Solaris programs” refers to the Oracle Solaris operating system and the separately licensed third party technology (as defined below). The Oracle Solaris programs may contain third party technology. Oracle may provide certain notices to you in program documentation, “readme” files or the installation details in connection with such third party technology. Third party technology will be licensed to you either under the terms of the agreement, or if specified in the program documentation, “readme” files, or the installation details, under separate license terms (“separate terms”) and not under the terms of the agreement (“separately licensed third party technology”). Your rights to use such separately licensed third party technology under the separate terms are not restricted in any way by the agreement. The Oracle Solaris programs may include or be distributed with certain separately licensed components that are part of Java SE (“Java SE”). Java SE and all components associated with it are licensed to you under the terms of the Oracle Binary Code License Agreement for the Java SE Platform Products, and not under the agreement. A copy of the Oracle Binary Code License Agreement for the Java SE Platform Products can be found at www.oracle.com/contracts. This subscription is available only for a server that is certified by Oracle and listed on the Hardware Compatibility List (HCL) at http://www.sun.com/bigadmin/hcl. You must obtain a subscription license for each socket in the server. The subscription term is effective upon the effective date of the subscription ordering document, unless otherwise stated in your ordering document. If your order was placed through the Oracle Store, then the effective date is the date your order was accepted by Oracle. Oracle Premier Support for Operating System services are provided under the applicable technical support policies in effect at the time the services are provided. At the end of the specified term, you may renew your subscription, if available, at the then current fees for this subscription. If your order specifies “1 – 4 socket server” then you may only use the subscription on a server with not more than 4 sockets. If your order specifies “5+ socket server” then you may use the subscription for servers with any
number of sockets. Subscriber: is defined as (a) a working telephone number for all wireline devices; (b) a portable handset or
paging device that has been activated by you for wireless communications and paging; (c) a residential drop or a nonresidential device serviced by a cable provider; or (d) a live connected utility meter. The total number of Subscribers is equal to the aggregate of all types of Subscribers. If your business is not defined in the primary definition of Subscriber above, Subscriber is defined as each U.S. $1,000 increment of your gross annual revenue as reported to the SEC in your annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation.
Sun Ray Device: is defined as the Sun Ray computer on which the program is running.
Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnetic
tape media. Typically used, but not limited to, data protection and archival purposes, tape drives are deployed either as a standalone unit(s) or housed within a robotic tape library. Examples of tape drive include but are not limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent Type (AIT), Quarter-Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan. For cloud based backups, Oracle counts each parallel stream or Recovery Manager (RMAN) channel as equivalent to a tape drive. Technical Reference Manuals
Technical Reference Manuals (“TRMs”) are Oracle’s confidential information. You shall use the TRMs solely for your internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing other software and hardware systems to the applications programs and (c) building extensions to applications programs. Except as otherwise provided for in Appendix A, Section 10.H (Confidentiality) of the Contract, You shall not disclose, use or permit the disclosure or use by others of the TRMs for any other purpose. You shall not use the TRMs to create software that performs the same or similar functions as any of Oracle products. You agree: (a) to exercise either at least the same degree of care to safeguard the confidentiality of the TRMs as you exercise to safeguard the confidentiality of your own most important confidential information or a reasonable degree of care, whichever is greater; (b) to maintain agreements with your employees and agents that protect the confidentiality and proprietary rights of the confidential information of third parties such as Oracle and instruct your
employees and agents of these requirements for the TRMs; (c) restrict disclosure of the TRMs to those of your employees and agents who have a "need to know" consistent with the purposes for which such TRMs were disclosed; (d) maintain the TRMs at all times on your premises; and (e) not to remove or destroy any proprietary or confidential legends or markings placed upon the TRMs. Oracle shall retain all title, copyright and other proprietary rights in the TRMs. TRMs are provided to you "as-is" without any warranty of any kind. Upon termination, you shall cease using, and shall return or destroy, all copies of the applicable TRMs. Telephone Number: is defined as each unique telephone number for which the billing information is managed or
displayed using the program, regardless of the number of individual account holders associated with such telephone numbers. Terabyte: is defined as a terabyte of computer storage space used by a storage filer equal to one trillion bytes. $B in Total Assets: is defined as one billion U.S. dollars of your latest published or internally available "Total
Asset Value" as disclosed in your annual report and/or regulatory filings. Trainee: is defined as an employee, contractor, student or other person who is being recorded by the program.
Transaction: is defined as each set of interactions that is initiated by an application user recorded by Oracle
Enterprise Manager to capture availability and performance metrics used in calculating service levels. For example, the following set of interactions would represent one transaction: login, search customer, log out. 1K Transactions: is defined as one thousand unique transactions processed through the program during a 12
month period. You may not exceed the licensed number of transactions during a 12 month period unless you acquire additional transaction licenses from Oracle. For Oracle Contact Center Anywhere, a unique transaction is defined as one of the following: inbound phone call, outbound phone call (direct dialed, preview dialed, predictive dialed, web call back), workgroup fax, workgroup email/voice mail, and chat session (inbound sessions / web collaboration with agents). UPK Developer: is defined as an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. UPK Developers may create, modify, view and interact with simulations and documentation. UPK Module: is defined as the functional software component described in the product documentation Wireless handset: is defined as a mobile communications device such as a mobile telephone, PDA, or paging
device, that has as primary functions wireless voice communications and data services provided through a service provider. Workstation: is defined as the client computer from which the programs are being accessed, regardless of
where the program is installed. Term Designation
If your program license does not specify a term, the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. 1, 2, 3, 4, 5 Year Terms: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the
effective date of the order and shall continue for the specified period. At the end of the specified period the program license shall terminate. 1 Year Subscription: A program license specifying a 1 Year Subscription shall commence on the effective date
of the order and shall continue for a period of 1 year. At the end of the 1 year the program license shall terminate. Licensing Rules for Oracle Technology Programs and Oracle Business Intelligence Applications Failover: Subject to the conditions that follow below, your license for the programs listed on the US Oracle
Technology Price List, which may be accessed at http://www.oracle.com/corporate/pricing/pricelists.html, includes the right to run the licensed program(s) on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year (for example, if a failover node is down for two hours on Tuesday and three hours on Friday, it counts as two days). The above right only applies when a number of machines are arranged in a cluster and share one disk array. When the primary node fails, the failover node acts as the primary node. Once the primary node is repaired, you must switch back to the primary node. Once the failover period has exceeded ten days, the failover node must be licensed. In addition,
only one failover node per clustered environment is at no charge for up to ten separate days even if multiple nodes are configured as failover. Downtime for maintenance purposes counts towards the ten
separate days limitation. When licensing options on a failover environment, the options must match the number of licenses of the associated database. Additionally, when licensing by Named User Plus, the user minimums are waived on one failover node only. Any use beyond the right granted in this section must be licensed separately. In a failover environment, the same license metric must be used for the production and failover nodes when licensing a given clustered configuration. Testing: For the purpose of testing physical copies of backups, your license for the Oracle Database (Enterprise
Edition, Standard Edition or Standard Edition One) includes the right to run the database on an unlicensed computer for up to four times, not exceeding 2 days per testing, in any given calendar year. The aforementioned right does not cover any other data recovery method - such as remote mirroring - where the Oracle program binary files are copied or synchronized. You are responsible for ensuring that the following restrictions are not violated:
Oracle Database Standard Edition can only be licensed on servers that have a maximum capacity of 4 sockets. Oracle Database Standard Edition, when used with Oracle Real Application Clusters, may only be licensed on a single cluster of servers supporting up to a maximum capacity of 4 sockets.
Oracle Standard Edition One, Internet Application Server Standard Edition One and Portal Standard Edition One can only be licensed on servers that have a maximum capacity of 2 sockets.
WebLogic Server Standard Edition does not include WebLogic Server Clustering.
Business Intelligence Standard Edition One can only be licensed on servers that have the ability to run a maximum of 2 sockets. The data sources for BI Server and BI Publisher are limited to the included Oracle Standard Edition One, one other database, and any number of flat file sources such as CSV, and XLS. You may use Oracle Warehouse Builder Core ETL to pull data from any number of data sources but you must use only the included Oracle Standard Edition One as the target database.
Informatica PowerCenter and PowerConnect Adapters may not be used on a standalone basis or as a standalone ETL tool. The Informatica PowerCenter and PowerConnect Adapters may be used with any data source provided the target(s) are: (i) the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise Performance Management Applications), (ii) the underlying platforms on which the Oracle Business Intelligence Suite Enterprise Edition Plus program, Oracle Business Intelligence Standard Edition One or associated components of those Business Intelligence applications programs run, or (iii) a staging database for any of the foregoing. Informatica PowerCenter and PowerConnect Adapters may also be used where the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise Performance Management Applications) are the source and non-Oracle Business Intelligence application programs are the target, provided, that users do not use Informatica PowerCenter and PowerConnect Adapters to transform the data.
With respect to the Java SE Advanced and Java SE Suite programs, you may not create, modify, or change the behavior of, or authorize your users to create, modify, or change the behavior of, classes, interfaces, or subpackages that are in any way identified as "java", "javax" "sun" or "oracle" or any variation of the aforementioned naming conventions. The installation and auto-update processes for these programs transmit a limited amount of data to Oracle (or its service provider) about those specific processes to help Oracle understand and optimize them. Oracle does not associate the data with personally identifiable information. You can find more information about the data Oracle collects at http://oracle.com/contracts. Additional copyright notices and license terms applicable to portions of the programs are set forth at http://oracle.com/contracts.
Programs that contain "for Oracle Applications" in the program name are limited use programs. These limited use programs may only be used with "eligible" Oracle application programs that contain the following prefixes in the program name: Oracle Fusion, Oracle Communications*, Oracle Documaker, Oracle Endeca*, Oracle Knowledge, Oracle Media, Oracle Retail*, Oracle Enterprise Taxation*, Oracle Tax, Oracle Utilities*, Oracle Financial Services*, Oracle FLEXCUBE, Oracle Reveleus, Oracle Mantas, Oracle Healthcare*, Oracle Health Sciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. For those prefixes designated above with a “*” not all programs with that prefix are eligible for use with the "for Oracle Applications" limited use programs. For a list of excluded programs please review the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. Notwithstanding anything above, Oracle Business Intelligence Suite Enterprise Edition Plus for Oracle Applications may only be used with “eligible” Oracle application programs that contain “Oracle Fusion Human Capital Management" as a prefix in the program name provided that the Oracle Fusion Human Capital Management programs are the only programs configured to run against the database instance Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the Oracle Product Information Management Analytics, Fusion Edition, Oracle Customer Data Management Analytics, Fusion Edition and Oracle Product Lifecycle Analytics programs. Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the
following programs provided that the Oracle Fusion Applications are the only data source: Oracle Sales Analytics, Fusion Edition; Oracle Partner Analytics, Fusion Edition; Oracle Supply Chain and Order Management Analytics; Oracle Financial Analytics, Fusion Edition; Oracle Procurement and Spend Analytics, Fusion Edition; Oracle Human Resources Analytics, Fusion Edition and Oracle Project Analytics. Any use of limited use programs containing "for Oracle Applications" by other Oracle applications or third party applications is not permitted.
Oracle BPEL Process Manager Option for Oracle Applications may be used only to enable business processes, workflow interactions and approvals within eligible Oracle Applications. Workflow interactions between eligible Oracle Applications and, other Oracle Applications or third party applications are allowed as long as they are enabled/initiated within the eligible Oracle Applications. Business Processes defined in BPEL are allowed as long as at least one of the services invoked from within the Business Process access an eligible Oracle Application either natively (via Web Services) or via an adapter.
Oracle Business Intelligence Foundation for Oracle Applications may be used only to perform query, reporting and analysis against a transaction database, data warehouse or an Essbase OLAP cube if: (i) the transaction database is an eligible Oracle Applications transaction database itself or an extraction, in whole or in part, of an eligible Oracle Applications transaction database, without transformation (query, reporting and analysis against a transaction database that is not an eligible Oracle Applications transaction database requires a full use license of Oracle Business Intelligence Foundation Suite); or (ii) the data warehouse is a pre-packaged eligible Oracle Applications data warehouse, with any customizations necessary to reflect customizations made in the eligible Oracle Applications, and restricted only to the eligible Oracle Applications sources (query, reporting and analysis against extensions to the data warehouse drawn from source systems not supported by the pre-packaged data warehouses require a full use license of Oracle Business Intelligence Foundation Suite); or (iii) the dimensions of each Essbase OLAP Cube are sourced from eligible Oracle Applications.
Oracle WebLogic Suite for Oracle Applications may be used only as an embedded runtime for eligible Oracle Applications or to deploy customizations to an eligible Oracle Application. The WebLogic global datasource or one of the WebLogic application datasources must be configured to access the schema of an eligible Oracle Application.
Data Integrator Enterprise Edition for Oracle Applications may only be used with the Oracle supplied data integration jobs and customization of the supplied jobs is allowed. For the avoidance of doubt, examples of uses that are not permitted include, but are not limited to, the following: adding new jobs that support different applications, new schemas, or previously unsupported application modules.
Oracle SOA Suite for Oracle Applications may be used only to enable integration, business processes, workflow interactions and approvals within eligible Oracle Applications. Workflow interactions between eligible Oracle Applications and other non-eligible Oracle Applications or third party applications are allowed as long as they are either initiated or terminated within eligible Oracle Applications. Usage of SOA composites (including but not limited to Rules, Mediator, XSLT transforms, BPEL processes, Spring components, Workflow services and OWSM security policies) is allowed as long as at least one of the services invoked from within each composite accesses an eligible Oracle Application either natively (via Web services) or via an adapter and the invocation is part of a flow that is either initiated or terminated within eligible Oracle Applications. Oracle Service Bus (OSB) usage is allowed as long as each service deployed accesses an eligible Oracle Application either natively (via Web services) or via an adapter.
Oracle WebCenter Portal for Oracle Applications may be used only to surface eligible Oracle Application(s) and custom applications (collectively, “eligible applications”). Surfacing any third-party applications, including other applications from Oracle, requires a license for Oracle WebCenter Portal. Multiple eligible applications may be surfaced in a single portal instance provided that a WebCenter Portal for Oracle Applications license exists for each eligible application surfaced in the portal. WebCenter Portal for Oracle Applications may be used to integrate the various WebCenter services (e.g., wikis, blogs, and discussions) into an application context, as well as to build out custom workflows and notifications between the eligible application and WebCenter Portal components. The content management features of the Oracle WebCenter Portal for Oracle Applications program may be used to store and manage documents created outside of the eligible application provided that such documents are related to the eligible application or to the application context.
Oracle WebCenter Imaging for Oracle Applications may be used to create and modify imaging searches, to modify pre-packaged imaging application document types, and to create and modify input mappings to imaging applications. Oracle WebCenter Imaging for Oracle Applications may also be used to invoke web service application programming interfaces (API’s) from Oracle Application workflows. A license for WebCenter Imaging for Oracle Applications is required to define new document types for the management of images unrelated to a pre-packaged Oracle Applications integration, to develop custom workflows, and to invoke APIs from custom workflows or custom application integrations.
Oracle Identity and Access Management Suite Plus for Oracle Applications may be used only to perform associated actions for users of and within the eligible Oracle Applications. The programs may be used to do the following: (1) add, delete, modify, and manage user identities and roles in the eligible Oracle
DIR-TSO-2539 Appendix D Page 19 of 24
Applications; (2) provide web access management and single sign-on into eligible Oracle Applications; (3) provide data storage or virtualization to data storage of user identities and user identity related information or authentication and authorization policies for eligible Oracle Applications; (4) provide federated single sign-on to eligible Oracle Applications
Oracle Coherence Enterprise Edition for Oracle Applications may only be used within the same Java Virtual Machine as the eligible Oracle Application components.
Oracle GoldenGate for Oracle Applications may only be used with the Oracle supplied integration jobs. Customization of the Oracle supplied integration jobs is allowed if necessitated by (i) customizations of the source application or of the target application or (ii) for performance tuning of the GoldenGate configuration. Oracle GoldenGate for Oracle Applications may not be used (i) for data replication to non-Oracle databases or (ii) by other Oracle applications or (iii) by third party applications for any type of data integration or replication purposes. For the avoidance of doubt, examples of other uses that are not permitted include, but are not limited to, the following: replicating data to non-Oracle databases (including MySQL), adding new source or target schemas, adding unsupported application modules to source or target schemas, supporting other replication topologies (e.g., active-active or multi-master) or adding anything not supplied by Oracle.
Hyperion Data Integration Management, Hyperion Data Integration Management Team Based Development, and the Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel are licensed by Computer. Each Computer license is limited to support the use of up to 8 CPUs and each Computer license must be licensed in increments of 8 CPUs. Each core is recognized as a CPU. For computers that have more than 8 CPUs, additional Computer licenses must be purchased based upon the amount of CPUs that you are using. For example, if you are using Hyperion Data Integration Management on 12 CPUs, you need to purchase 2 Computer licenses; if you are using Hyperion Data Integration Management on 17 CPUs, you need to purchase 3 Computer licenses. These programs may be used solely in connection with moving data into and out of a Hyperion Data Store(s) (data/metadata repository(ies) delivered with the Hyperion programs.) These programs may not be used to extract data from a non-Hyperion Data Store(s) to load a custom data warehouse (a data warehouse not built solely from data from a Hyperion Data Store(s). The Hyperion Data Integration Management Computer license allows for such program to 1) connect to the following relational databases only: Oracle, Sybase, IBM DB2, MS SQL Server and 2) source from and write to an unlimited number of flat file/XML files. Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel must be licensed separately to allow Hyperion Data Integration Management to connect to these additional sources.
The number of Hyperion program option licenses must match the number of licenses of the associated Hyperion program.
The license for the Hyperion Planning Plus program includes a limited use license for the Hyperion Essbase Plus, Hyperion Financial Reporting and Hyperion Web Analysis programs. Such limited use license means that the Hyperion Essbase Plus, Hyperion Financial Reporting and Hyperion Web Analysis programs may only be used to access data from the Hyperion Planning Plus program. The Oracle Data Integrator – Target Database program may be used to load data from any data source provided that the target database is the Hyperion Planning Plus program. Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that do not contain data used by the Hyperion Planning Plus program and the Aggregate Storage option component of the Hyperion Essbase Plus program may not be used.
The license for the Hyperion Profitability and Cost Management program includes a limited use license for the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs. Such limited use license means that the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs may only be used to access data from the Hyperion Profitability and Cost Management program. Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that do not contain data used by the Hyperion Profitability and Cost Management program and the Aggregate Storage option component of the Hyperion Essbase Plus program may not be used.
If you purchase Named User Plus licenses for the programs listed below, you must maintain the following user minimums and user maximums:
Program Named User Plus Minimum
Oracle Database Enterprise Edition 25 Named Users Plus per Processor
Times Ten In-Memory Database 25 Named Users Plus per Processor
Cloud File System 25 Named Users Plus per Processor
Rdb Enterprise Edition 25 Named Users Plus per Processor
CODASYL DBMS 25 Named Users Plus per Processor
Data Integrator Enterprise Edition 25 Named Users Plus per Processor
GoldenGate 25 Named Users Plus per Processor
DIR-TSO-2539 Appendix D Page 20 of 24
GoldenGate for Non Oracle Database 25 Named Users Plus per Processor
GoldenGate Veridata 25 Named Users Plus per Processor
GoldenGate for Teradata Replication Services 25 Named Users Plus per Processor
Java SE Advanced 10 Named Users Plus per Processor
Java SE Suite 10 Named Users Plus per Processor
WebLogic Server Standard Edition 10 Named Users Plus per Processor
WebLogic Server Enterprise Edition 10 Named Users Plus per Processor
WebLogic Suite 10 Named Users Plus per Processor
Web Tier 10 Named Users Plus per Processor
Coherence Standard Edition 10 Named Users Plus per Processor
Coherence Enterprise Edition 10 Named Users Plus per Processor
Coherence Grid Edition 10 Named Users Plus per Processor
TopLink and Application Development Framework 10 Named Users Plus per Processor
GlassFish Server 10 Named Users Plus per Processor
Internet Application Server Standard Edition 10 Named Users Plus per Processor*
Internet Application Server Enterprise Edition 10 Named Users Plus per Processor*
Enterprise Gateway 10 Named Users Plus per Processor
BPEL Process Manager 10 Named Users Plus per Processor
WebLogic Integration 10 Named Users Plus per Processor
Service Registry 10 Named Users Plus per Processor
Enterprise Repository 10 Named Users Plus per Processor
Forms and Reports 10 Named Users Plus per Processor
Tuxedo 10 Named Users Plus per Processor
SOA Suite for Non Oracle Middleware 10 Named Users Plus per Processor
Unified Business Process Management Suite for Non Oracle Middleware
10 Named Users Plus per Processor
Event-Driven Architecture Suite 10 Named Users Plus per Processor
Business Intelligence Standard Edition 10 Named Users Plus per Processor
B2B for RosettaNet 10 Named Users Plus per Processor
B2B for EDI 10 Named Users Plus per Processor
Healthcare Adapter 10 Named Users Plus per Processor
B2B for ebXML 10 Named Users Plus per Processor
WebCenter Suite Plus 10 Named Users Plus per Processor
WebCenter Portal 10 Named Users Plus per Processor
WebCenter Content 10 Named Users Plus per Processor
WebCenter Sites 10 Named Users Plus per Processor
WebCenter Sites Satellite Server 10 Named Users Plus per Processor
WebCenter Universal Content Management 10 Named Users Plus per Processor
WebCenter Imaging 10 Named Users Plus per Processor
WebCenter Forms Recognition 10 Named Users Plus per Processor
WebCenter Enterprise Capture 10 Named Users Plus per Processor
WebCenter Distributed Capture 10 Named Users Plus per Processor
WebCenter Real-Time Collaboration 10 Named Users Plus per Processor
On Track Communication Standard Edition 10 Named Users Plus per Processor
On Track Communication Enterprise Edition 10 Named Users Plus per Processor
Enterprise Gateway for Access Management 10 Named Users Plus per Processor
Beehive Enterprise Messaging Server 10 Named Users Plus per Processor
Beehive Enterprise Collaboration Server 10 Named Users Plus per Processor
*The Named User Plus Minimum does not apply if the program is installed on a one-processor machine that allows for a maximum of one user per program.
Program Named User Plus Maximum
Personal Edition 1 Named User Plus per database
Business Intelligence Standard Edition One 50 Named Users Plus
If licensing by Named User Plus, the number of licenses for the programs listed below in column A must match the number of licenses of the associated program listed in column B. In the case where the minimum number of
DIR-TSO-2539 Appendix D Page 21 of 24
Named User Plus licenses are/were purchased, the number of licenses may not match due to variance in core factors between the time the respective programs were licensed. If licensing by Processor, the number of licenses for the programs listed below in column A must match the number of licenses of the associated program listed in column B. In the case where the programs are licensed at different times, the number of licenses may not match due to variance in core factors between the time the respective programs were licensed; in that case the number of cores used to determine the number of licensed processors for the programs listed below in column A must match the number of cores used to determine the number of licensed processors of the associated program listed in Column B. Associated programs are those programs being used in conjunction with the program in Column A.
Column A Column B
Database Enterprise Edition Options*- Real Application Clusters,
Real Application Clusters One Node, Partitioning, OLAP, Data Mining, Spatial, Advanced Security, Label Security, Database Vault, Active Data Guard, Real Application Testing, Advanced Compression, Total Recall, Retail Data Model, Communications Data Model Database Enterprise Management*- Diagnostics Pack, Tuning Pack,
Database Lifecycle Management Pack, Cloud Management Pack for Oracle Database
Oracle Database Enterprise Edition, Audit Vault Server
RDB Server Options*- TRACE
Rdb Enterprise Edition, CODASYL DBMS
WebLogic Suite Options**- BPEL Process Manager Option, Service
Bus, SOA Suite for Oracle Middleware, Business Process Management Suite
WebLogic Suite
Application Server Enterprise Management**- WebLogic Server
Management Pack Enterprise Edition, SOA Management Pack Enterprise Edition, Cloud Management Pack for Oracle Fusion Middleware
Associated application server program being managed by the program in Column A.
Management Pack for Oracle Data Integrator Data Integrator Enterprise Edition, Data Integrator and Application Adapter for Data Integration, or Oracle Data Integrator Enterprise Edition for Oracle Applications
Hyperion Financial Data Quality Management Options- Hyperion
Financial Data Quality Management Adapter for Financial Management, Hyperion Financial Data Quality Management Adapter Suite, Hyperion Financial Data Quality Management Adapter for SAP
Hyperion Financial Data Quality Management
Hyperion Financial Data Quality Management for Hyperion Enterprise Option- Hyperion Financial Data Quality Management
Hyperion Financial Data Quality Management for Hyperion Enterprise
DIR-TSO-2539 Appendix D Page 22 of 24
Adapter Suite
Hyperion Data Integration Management Options- Hyperion Data
Integration Management Source Adapter, Hyperion Data Integration Management Team Based Development
Hyperion Data Integration Management
*If licensing by Named User Plus you must maintain, at a minimum, 25 Named Users Plus per Processor per associated program. ** If licensing by Named User Plus you must maintain, at a minimum, 10 Named Users Plus per Processor per associated program. Licensing Rules for ATG Applications
You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
The Oracle ATG Web Commerce Business Intelligence program and the Oracle ATG Web Commerce Business Intelligence Administrator program may only be used in conjunction with either the Oracle ATG Web Commerce program and/or the Oracle ATG Web Knowledge Manager program. You may, however, expand your data model to include other information provided the additional information supplements information is already included in the Oracle ATG Web Commerce program or in the Oracle ATG Knowledge Manager program.
The Cognos BI Consumer Bundle is included in the Oracle ATG Web Commerce Business Intelligence program and is comprised of (a) one (1) reporting engine for anonymous viewers consisting of no more than two (2) processors and four (4) total cores, (b) unlimited anonymous report viewer seat licenses, (c) one (1) Named BI Web Administrator seat license and one (1) Named BI Professional Report Author seat license. Any additional seat licenses must be licensed separately by purchase of Oracle ATG Web Commerce BI Administrator seat licenses at an additional cost and are not included in any enterprise-wide or similar license.
Licensing Rules for Oracle E-Business Suite Applications
You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
The option Activity Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program.
The option Field Service Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program.
The option Marketing Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program.
The option Sales Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program.
The option Service Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program
The option Activity Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
The option Field Service Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
The option Marketing Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
The option Privacy Management Policy Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
The option Sales Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
The option Service Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program.
Licensing Rules for PeopleSoft Applications
You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
Your license for the program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft program table located at http://oracle.com/contracts for additional information.
The programs listed below include a license to use Business Analysis Modeler – Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft programs you have licensed. Oracle will deliver this program to you per the delivery terms in your order.
Integrated FieldService, Marketing, Mobile Sales, Online Marketing, Order Capture, Order Capture Self Service, Sales, Support for Customer Self Service
Your use of the Campus Self Service program is subject to the additional terms and conditions set forth in the INAS Software Supplement located at http://oracle.com/contracts.
PeopleTools - Enterprise Development shall be used solely to develop applications for your internal data processing operations. In no event shall you market or distribute such applications. Notwithstanding anything to the contrary, you shall not have the right to use the functionality currently referred to as Verity search engine provided as part of this program for the purpose of developing applications.
Each PeopleTools - Enterprise Development Starter Kit program shall be used solely by 5 application users to develop applications containing no more than a total of 20 components (as defined in the program documentation) for your internal data processing operations. In no event shall you market or distribute such applications. Notwithstanding anything to the contrary, you shall not have the right to use the functionality currently referred to as Verity search engine provided as part of this program for the purpose of developing applications.
You may use PeopleTools – Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft Enterprise programs you have licensed. Oracle will deliver this program to you per the delivery terms in your order
The Process Modeler Client program may only be used with PeopleSoft Enterprise programs you have licensed from Oracle. You shall not use this program with any other software.
The license for the Student Administration program includes a limited use license for the Human Resources, Benefits Administration and the Payroll for North America programs. Such limited use license means that the Human Resources, Benefits Administration and the Payroll for North America Software modules shall only be used in order to access the features and functions of the Student Administration program. Your use of the Student Administration program is subject to the additional terms and conditions set forth in the INAS Software Supplement located at http://oracle.com/contracts.
Licensing Rules for Primavera Applications
You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
For the purposes of the following Primavera programs: Earned Value Management, Evolve, SureTrak, Contractor and P3 Project Planner, you acknowledge that you have both read and understand the limited Software Update License & Support services that are available for these programs, as described in Oracle’s Technical Support Policies.
For purposes of the Primavera SureTrak and Primavera P3 Project Planner programs, you acknowledge that the agreement delivered to you with these programs, and not the end user license agreement contained in the product installation, governs the end user’s use of these programs
For the purposes of the following programs: Primavera P6 Enterprise Project Portfolio Management and Primavera P6 Enterprise Project Portfolio Management Web Services, developers and/or users (i) who are not already licensed for the Primavera P6 Enterprise Project Portfolio Management program and (ii) who access (including through Access Points) applications, must be licensed for the Primavera P6 Enterprise Project Portfolio Management Web Services program. “Access Points” includes, but is not limited to, third party, Oracle or custom versions of the following: interfaces, API’s, web services and database links.
For the purposes of the following programs: Primavera Contract Management Web Services and Primavera Contract Management, developers and/or users (i) who are not already licensed for the Primavera Contract Management program and (ii) who access (including through Access Points) applications, must be licensed for the Primavera Contract Management Web Services program. “Access Points” includes, but is not limited to, third party, Oracle or custom versions of the following: interfaces, API’s, web services and database links.
Licensing Rules for Siebel Applications
You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts.
For the Siebel Branch Teller Services program, Siebel Internet Banking Services program, Siebel Retail Finance Foundation Services program and the Siebel Financial Transactions Workbench program, you may use third party tools to (a) create materials or (b) modify the materials identified as Sample Screen Code and Process Templates in the program documentation, all in accordance with the program documentation, and provided that such materials or modified materials shall be used solely with your licensed use of such programs. You shall not limit in any way Oracle’s right to develop, use, license, create derivative works of, or
otherwise freely exploit the programs, ancillary programs, program documentation, or any other materials provided by Oracle, or to permit third parties to do so.
The Siebel Details Program includes a license for 20 Concurrent Users that authorizes you to use the program on only one Computer for a maximum of 20 Concurrent Users at any given time.
The Siebel Marketing Server program is licensed on a Computer basis together with the number of unique Customer Records that you may access using the program.
The Siebel Pharma Marketing Server is licensed on the basis of the number of unique Customer Records that you may access using the program together with the number of Brands that you may manage using the program.
The Siebel Pricing Claims Server-Up to 20 Application Users is licensed on a Computer basis with a limitation on the number of Application Users.
The users or processors of the Siebel Web Channel program may access a maximum of 15 Objects. An "Object" is defined as each data entity within the Business Object Layer of the programs that is defined in the Siebel Tools program.
The Siebel Data Quality License may only be used with Oracle Master Data Management or Oracle CRM deployments.
Licensing Rules for Programs Licensed per UPK Module
Oracle grants to you a non-exclusive, nontransferable license for your UPK Developer(s) to: (i) use those User Productivity Kit ("UPK") programs licensed as UPK modules (collectively referred to as “UPK content”) only as necessary to create and provide training solely for Employee and/or Application Users to use the underlying programs for your benefit; (ii) make an unlimited number of copies of the UPK content only as necessary to create and provide training solely to Employees and/or Application Users to use the underlying programs for your benefit; and (iii) develop modifications and customizations to the UPK content, if applicable, all subject to the terms and conditions set forth in this agreement, provided all copyright notices are reproduced as provided on the original. You represent and warrant that you have a valid license for the underlying program(s). You are prohibited from reselling or distributing the UPK content to any other party or using the UPK content other than as explicitly permitted in this agreement. Oracle represents that the UPK content and any content created by you using the UPK content contains valuable proprietary information. Oracle retains title to all portions of the UPK content and any copies thereof. You shall use UPK content modifications created by you solely for your internal use in accordance with the terms of this agreement. You may provide access to and use of the UPK content only to those third parties that are licensed as Application Users and that: (a) provide services to you concerning your use of the UPK content; (b) have a need to use and access the UPK content; and (c) have agreed to substantially similar non-disclosure obligations imposed by you as those contained in this agreement. Application and Employee User(s) of UPK programs may view and interact with simulations and documentation but may not create or modify simulations or documentation.
Licensing Rules for MySQL Programs
The MySQL programs may contain third party technology. Oracle may provide certain notices to you in program documentation, “readme” files or the installation details in connection with such third party technology. Third party technology will be licensed to you either under the terms of the agreement, or if specified in the program documentation, “readme” files, or the installation details, under separate license terms (“separate terms”) and not under the terms of the agreement (“separately licensed third party technology”). Your rights to use such separately licensed third party technology under the separate terms are not restricted in any way by the agreement.
DIR-TSO-2539 Appendix E-1 Page 1 of 2
APPENDIX E-1 TO DIR CONTRACT No. DIR-TSO-2539
SAMPLE ORDERING DOCUMENT
HARDWARE AND SOFTWARE PRODUCTS AND FIRST-YEAR TECHNICAL SUPPORT
ORDERING DOCUMENT
Oracle America, Inc.
500 Oracle Parkway
Redwood Shores, CA 94065
Your Name Your Contact
Your
Location
Phone Number
Email Address
Hardware and Hardware Support Services
Item Part
Number
Hardware Description Quantity List Fee Discount
%
Net Price
Hardware and Hardware Support Fees
Programs and Program Support Services
Product Description/License Type Quantity List Fee Discount
%
Net Price
.
Program and Program Support Fees
Other Fees
Other Fees
Fee Description Net Fee
Oracle Hardware Fees
Hardware Support Fees
Program Fees
Program Support Fees
Other Fees
Total Price
A. Agreement
1. Agreement
This order incorporates by reference the terms of the Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective ____________________ (DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288) and all amendments and addenda thereto (“agreement"). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein.
B. General Terms
1. Summary of Fees
You have ordered programs, hardware, and/or 12 months of technical support services. Listed above is a summary of net fees due under this order. These fees are in US Dollars and are exclusive of any applicable shipping charges or applicable taxes. All fees are due in accordance with Appendix A, Section 8.J of the agreement.
DIR-TSO-2539 Appendix E-1 Page 2 of 2
2. Territory
a. The hardware included on this order shall be installed in the country that you specify as the delivery location on your purchasing document or when your purchasing document does not indicate a ship to address, the location specified in this order.
b. The program licenses included on this order are for use in the U.S.
3. Delivery
a. Your purchase order must include the following delivery information: Delivery Contact (Name, email address and telephone number) and Delivery Location (your name, full street address, city and zip code).
b. [If hardware is ordered, one of the statements below will be included on the order.]
Oracle will deliver to the location specified on your purchase order the ordered hardware in accordance with the terms of the Section 8D of Appendix A of the agreement.
Oracle has no deliver obligation for the ordered hardware; the ordered hardware has been previously delivered to the customer.
c. [If program is ordered, one of the statements below will be included on the order.]
Oracle has no delivery obligation for the ordered programs; the ordered programs have been previously delivered to the Customer.
Oracle has made available to you the ordered programs for electronic download in accordance with the terms of the agreement.
Oracle will deliver to the location specified on your purchase order tangible media for the ordered programs in accordance with the terms of the agreement which are DDP. 5. Description of the Ordered Installation and/or Packaged Services [If installation services, packaged services, and/or other ACS services are ordered, one (or more) of the statements below will be included on the order.]
Installation Services, Start-Up Packs and Configuration/Upgrade Services: a description of such service(s) is found in the Advanced Customer Support Services section at www.oracle.com/contracts and is incorporated by reference.
6. Segmentation [This language is consistent with the agreement, Appendix F, Section E (Segmentation) and is required by Oracle to be included on the ordering document for accounting purposes.]
The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical support, or (c) other services are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or related technical support, or (iii) other services you may receive or have received from Oracle. You understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) hardware and/or related hardware support is not contingent on performance of any other service or delivery of programs, (ii) programs and/or related technical support is not contingent on delivery of hardware or performance of any other service, or (iii) other services is not contingent on delivery of hardware, delivery of programs or performance of any additional/other service.
7. Additional Order Terms [This section is deleted if no additional terms are agreed to by the parties.]
8. Offer Validity
The offer is valid through [insert date] and shall become binding as provided for in the agreement. As required in the agreement, your purchase order must be submitted with this ordering document and your purchase order must incorporate by reference this ordering document, which is identified by the number listed in the lower left hand corner of the page.
[Insert Customer’s Name] Oracle America, Inc. Authorized Signature
Authorized Signature
Name
Name
Title
Title
Signature Date
Signature Date
Effective Date ( to be completed by Oracle )
DIR-TSO-2539 Appendix E-2 Page 1 of 4
APPENDIX E-2 TO DIR CONTRACT No. DIR-TSO-2539 SAMPLE ORDERING DOCUMENT
TECHNICAL SERVICES
ORDERING DOCUMENT
Customer Name: Oracle America, Inc. 500 Oracle Parkway Redwood
Shores, CA 94065 Customer Address:
O R A C L E C O N T R A C T I N F O R M A T I O N Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective April ___, 2014 (DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288) Ordering Document Number: ___________________________________________ This ordering document incorporates by reference the terms of the agreement specified above and all amendments thereto (the “agreement”). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein.
A. SERVICES You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated herein by reference. All fees on this ordering document are in US Dollars.
Services Reference Fees Estimated Expenses
Total Fees and Estimated Expenses*
[e.g., Time and Materials Services]
Exhibit 1
Total
*Fees and expenses are in accordance with the referenced exhibit(s).
All fees are due in accordance with Appendix A, Section 8J of DIR Contract No. DIR-TSO-2539. Invoices for services performed under separate exhibits may be provided separately. Fees for any time and materials engagements listed above are estimated fees, as detailed in the referenced time and material services exhibit(s). B. ADDITIONAL TERMS 1. Segmentation. The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical support, or (c) other
services are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or related technical support, or (iii) other services you may receive or have received from Oracle. You understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) hardware and/or related hardware support is not contingent on performance of any other service or delivery of programs, (ii) programs and/or related technical support is not contingent on delivery of hardware or performance of any other service, or (iii) other services is not contingent on delivery of hardware, delivery of programs or performance of any additional/other service.
2. Contact Information.
Oracle Contracts Manager/Administrator: Your Billing/Accounts Payable Contact:
Name: Name:
Address:
Address:
DIR-TSO-2539 Appendix E-2 Page 2 of 4
Phone: Phone:
Fax: Fax:
Email: Email:
3. Order of Precedence.
In the event of any inconsistencies between this ordering document (excluding exhibits) and any attached exhibits, the exhibits shall take precedence.
4. Change Control Process.
Any request for any change in services must be in writing; this includes requests for changes in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of your order. Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to the proposed change in an amendment to this ordering document and/or applicable exhibit(s).
5. Rights Granted. Upon payment for the services under this order, you have the non-exclusive, non-assignable except as otherwise provided for in the Contract, royalty free perpetual, limited right to use for your internal business operations, anything developed by Oracle and delivered to you under this order. You may allow your agents and contractors (including, without limitation, outsourcers) to use the deliverables for this purpose and you are responsible for their compliance with this order in such use. Oracle retains all ownership and intellectual property rights to anything developed or delivered under this order. For anything developed or delivered under this order that is specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed under the agreement. [If an approval for joint ownership has been obtained for all of the deliverables under this order, replace this section with the following. If an approval for joint ownership has been obtained for some of the deliverables under this order, those specific deliverables should be stated and noted that they have the following IP rights:] “Joint Property" means those deliverables developed by Oracle solely for you under this order and those deliverables developed jointly by Oracle and you under this order; Joint Property does not include any Oracle Works (defined below). Upon payment of all fees due under this order, Oracle and you agree that we each jointly own the copyright interest in Joint Property and that we each do not have to account to one another for use of Joint Property. “Oracle Works” means: (a) anything provided by or on behalf of Oracle from a repository; (b) any software code generated by computer aided software engineering (CASE) tools; (c) any tools, interfaces, and utilities developed by or on behalf of Oracle; and (d) any derivative works of (a) through (c) above. Oracle retains all right, title and interest, including all copyrights, in any Oracle Works. Upon payment of all fees due under this order, you have the non-exclusive, non-assignable, royalty free, perpetual limited right to use, solely as a component of Joint Property, Oracle Works that are incorporated into Joint Property. You may allow your agents and contractors (including, without limitation, outsourcers) to use, as set forth in the preceding sentence, Oracle Works that are incorporated into Joint Property and you are responsible for their compliance with this order in such use. This order does not grant, amend, or modify any license for any programs or documentation owned or distributed by Oracle.”]
6. Third Party Intellectual Property. [Delete this section if no third party products are being offered under this order.] This order includes the following third party product(s): __________________________. Upon your request, Oracle shall provide you with documentation confirming the third party’s written approval for Oracle to use such third party product(s) that may be embodied or reflected in this order.
This quote is valid through ___________, 20__ and shall become binding upon execution by you and acceptance by Oracle.
O R A C L E C O N T R A C T I N F O R M A T I O N Customer Name: ___________________________ Ordering Document Number: ___________________________ Exhibit Number: __________________________ This exhibit incorporates by reference the terms of the ordering document specified above.
1. Description of Services. Oracle will assist you with the following Services:
You acknowledge that your timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from your officers, agents, and employees, and suitably configured computer products (collectively, “cooperation”) are essential to the performance of any Services as set forth in this exhibit. Oracle will not be responsible for any deficiency in performing Services if such deficiency results from your failure to provide full cooperation.
You acknowledge that Oracle’s ability to perform the Services and any related estimate depends upon your fulfillment of the following obligations and the following project assumptions: A. Your Obligations. {If customer is in an Oracle hosted cloud environment, delete obligations 1-3; retain
obligations 4} 1. Maintain the properly configured hardware/operating system platform to support the Services. 2. Obtain licenses under separate contract for any necessary Oracle software and hardware Programs before the
commencement of Services. 3. Maintain annual technical support for the Oracle software and hardware under separate contract throughout the
term of the Services. 4. Obtain Cloud Services under separate contract prior to the commencement of Services under this exhibit and
maintain such Cloud Services for the duration of the Services provided under this exhibit. {Delete this obligation if customer is not in an Oracle hosted cloud environment.}
5. Provide Oracle with full access to relevant functional, technical and business resources with adequate skills and knowledge to support the performance of Services.
6. Provide, for all Oracle resources performing Services at your site, a safe and healthful workspace (e.g, a workspace that is free from recognized hazards that are causing, or likely to cause, death or serious physical harm, a workspace that has proper ventilation, sound levels acceptable for resources performing Services in the workspace, and ergonomically correct work stations, etc.).
7. Provide any notices, and obtain any consents, required for Oracle to perform Services. 8. Limit Oracle’s access to any production environment or shared development environments to the extent
necessary for Oracle to perform Services. 9. As required by U.S. Department of Labor regulations (20 CFR 655.734 ), you will allow Oracle to post a Notice
regarding Oracle H-1B employee(s) at the work site prior to the employee's arrival on site. 10. If while performing Services Oracle requires access to other vendor’s products that are part of your system, you
will be responsible for acquiring all such products and the appropriate license rights necessary for Oracle to access such products on your behalf.
{Modify as necessary – e.g. {List any additional obligations – including those from Options List for which Customer is responsible.}
B. Project Assumptions
{List any project conditions that, if different than assumed, might affect Oracle’s ability to perform Services as estimated.}
3. Rates, Estimated Fees and Expenses. The Services specified above are provided on a time and materials ("T&M") basis; that is, you shall pay Oracle for all of the
time spent performing such Services, plus materials, and expenses. The Services described above shall be provided at Oracle's standard technical rates in effect when such Services are performed. Oracle’s standard technical rates are listed in Oracle's {insert local country} price list; those rates which are in effect as of the effective date are listed below for your convenience.
DIR-TSO-2539 Appendix E-2 Page 4 of 4
{Insert Rate Table}
All fees and expenses will be invoiced monthly. The fee estimate for labor performed under this exhibit is ______________ dollars ($______); the estimate for preapproved travel and out of pocket expenses is an additional _____________ dollars ($_________). These estimates and any other estimates related to this exhibit are intended only to be for your budgeting and Oracle’s resource scheduling purposes; these estimates do not include taxes. Oracle will invoice you for actual time spent performing the Services, plus materials, and expenses; such invoice may exceed the total estimated amount documented above. Once fees for Services reach the estimate, Oracle will cooperate with you to provide continuing Services on a T&M basis. The parties acknowledge that temporary living reimbursements to Oracle provided resources(s) may be deemed compensatory under federal, state, and local tax laws if a resource’s assignment in a particular location will exceed or has exceeded one year. Where reasonably possible, Oracle will plan with you to limit the duration of a resource’s assignment in a particular location to less than one year.
4. Project Management.
You and Oracle each agree to designate a project manager who shall work together with the other party's project manager to facilitate an efficient delivery of Services.
DIR-TSO-2539 Appendix E-3 Page 1 of 3
APPENDIX E-3 TO DIR CONTRACT NO. DIR-TSO-2539 SAMPLE ORDERING DOCUMENT
ADVANCED CUSTOMER SUPPORT SERVICES
Advanced Customer Support Services Ordering Document
Customer Name: Oracle America, Inc.
Customer Address: 500 Oracle Parkway Redwood Shores, CA 94065
O R A C L E C O N T R A C T I N F O R M A T I O N Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective April_____, 2014 (DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288) Ordering Document Number: ___________________________________________ This ordering document incorporates by reference the terms of the agreement specified above and all amendments thereto (the “agreement”). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein.
A. SERVICES You have ordered the services listed below in the table and detailed in the attached exhibit(s), which are incorporated herein by reference. All fees on this ordering document are in US Dollar. {Delete Service Types not sold and renumber exhibits reference as appropriate.}
Services Reference Fees*
Fixed Scope Services A. list Service(s) by name – e.g. Configuration Review and
Recommendations; or B. Standard Software Installation and Configuration C.
Exhibit 1 $
Annual Services A. list Service(s) by name – e.g. Solution Support Center} B.
Exhibit 2 $
Time and Materials Services A. list Services by name – e.g. Advanced Support Engineer – Specialized
Services or Technical Account Management (“TAM”) B.
Exhibit 3 $
Estimated Expenses $
Fees $
*Expenses are in accordance with the referenced exhibit(s). The fees and estimates stated in any exhibit do not include taxes. All fees are due in accordance with Appendix A, Section 8.J of DIR Contract No. DIR-TSO-2539. Invoices for services performed under separate exhibits may be provided separately. Fees for any time and materials engagements listed above are estimated fees, as detailed in the referenced time and materials services exhibits(s). {Delete last sentence if order does not include T&M.} B. ADDITIONAL TERMS
1. Segmentation. The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical
support, or (c) other services are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or related technical support, or (iii) other services you may receive or have received from Oracle. You understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) hardware and/or related hardware support is not contingent on performance of any other
DIR-TSO-2539 Appendix E-3 Page 2 of 3
service or delivery of programs, (ii) programs and/or related technical support is not contingent on delivery of hardware or performance of any other service, or (iii) other services is not contingent on delivery of hardware, delivery of programs or performance of any additional/other service.
2. Contact Information. {Customer Billing information is mandatory. Other contacts can be added/removed as applicable. Ex: “Customer Project Manager”, “Service Delivery Manager”, etc.}
Oracle ACS Services Sales Representative: Your Billing/Accounts Payable Contact:
Name: Name:
Address:
Address:
Phone: Phone:
Fax: Fax:
Email: Email:
3. Order of Precedence. In the event of any inconsistencies between this ordering document (excluding exhibits) and
any attached exhibits, the exhibits shall take precedence.
4. Change Control Process. Any request for any change in services must be in writing; this includes requests for changes in project plans, scope, specifications, schedule, designs, requirements, service deliverables, software environment, hardware environment or any other aspect of your order. Oracle shall not be obligated to perform tasks related to changes in time, scope, cost, or contractual obligations until you and Oracle agree in writing to the proposed change in an amendment to this ordering document and/or applicable exhibit(s).
5. Your General Obligations. You acknowledge that your timely provision of and access to office accommodations, facilities,
equipment, assistance, cooperation, complete and accurate information and data from your officers, agents, and employees, and suitably configured computer products (collectively, “cooperation”) are essential to the performance of any services as set forth in under this ordering document. Oracle will not be responsible for any deficiency in performing services if such deficiency results from your failure to provide full cooperation.
You acknowledge that Oracle’s ability to perform the services depends upon your fulfillment of the following obligations: a. Maintain the properly configured software and hardware/operating system platform to support the services. b. Obtain licenses under separate contract for any necessary Oracle software and hardware programs before the
commencement of services. c. Maintain annual technical support for the Oracle software and hardware under separate contract throughout the
term of the services. d. Provide Oracle with full access to the relevant documentation and the functional, technical and business
resources with adequate skills and knowledge to support the performance of services. e. Identify a designated contact to Oracle, with the appropriate level of authority, to set priorities, coordinate
activities and resolve conflicts between your teams regarding the services hereunder. f. Provide, for all Oracle resources performing services at your site, a safe and healthful workspace (e.g. a
workspace that is free from recognized hazards that are causing, or likely to cause, death or serious physical harm, a workspace that has proper ventilation, sound levels acceptable for resources performing services in the workspace, and ergonomically correct work stations, etc.).
g. Provide any notices, and obtain any consents, required for Oracle to perform services. h. Limit Oracle’s access to any production environments or shared development environments to the extent
necessary for Oracle to perform services. i. Return all Oracle property (e.g., Oracle Advanced Support Gateway, hardware, VPNs, etc.) used for the delivery of
services upon Oracle’s request and in no event later than fourteen (14) days after the cessation of services. j. Provide and/or support all third-party software in connection with the provision of the services defined in the
applicable exhibit(s) attached hereto. k. Provide complete and accurate information to Oracle regarding hardware system(s) for, or on, which services
are to be performed, including, without limitation, the serial number for the hardware system(s) . l. Perform back-up or archival reproductions of all software and data contained on all hardware system(s), and
within any of your systems or equipment that may be affected by the services, prior to the commencement of the services.
m. Prior to the commencement of services, inform Oracle of any storage, server, system, application, equipment or environment modifications that may affect Oracle’s performance of the services.
n. Perform additional scope specific obligations as may be defined in the applicable exhibit(s) attached hereto. o. Work with Oracle to facilitate an efficient delivery of services. p. As required by U.S. Department of Labor regulations (20 CFR 655.734), you will allow Oracle to post a Notice
regarding Oracle H-1B employee(s) at the work site prior to the employee's arrival on site. {This obligation may be deleted when contracting outside of the US and services are not being performed in the US.}
DIR-TSO-2539 Appendix E-3 Page 3 of 3
6. Data Privacy. In performing the services, Oracle will treat the data that resides on Oracle, customer or third-party systems to which Oracle is provided access to perform services in accordance with the Oracle Services Privacy Policy, which is available at http://www.oracle.com/us/legal/privacy/services-privacy-policy-078833.html. The Oracle Services Privacy Policy is subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of protection specified in the Oracle Services Privacy Policy during the period for which fees for services have been paid.
7. Delivery of Services. Unless otherwise set forth in an applicable exhibit, Oracle will determine, in its sole discretion,
whether services are provided by remote delivery resources or delivery resources on-site at your location. If services are provided by delivery resources on-site at your location, such services will be provided by local delivery resources (i.e., delivery resources local to your location) if available, as of the effective date of this ordering document. If local delivery resources are not available then on-site services will be provided by non-local delivery resources. In addition to the fees set forth in this ordering document, you agree to reimburse Oracle, in accordance with Appendix A, Section 8J of DIR Contract No. DIR-TSO-2539, the pre-approved travel expenses related to providing on-site services at your location. For services provided by delivery resources on-site at your location, your location will be the location specified in the applicable exhibit.
If services are provided by remote delivery resources, Oracle may provide services by phone, via a customer-specific web portal (if ordered), and/or via electronic communication. For services provided by remote delivery resources, you agree that Oracle may access your systems throughout the performance of services using an Oracle defined standard virtual private network (“VPN”), multi-protocol label switching (“MPLS”) connection, or Oracle Web Conference (“OWC”). If necessary to perform services under this ordering document, Oracle will provide you with a single pre-configured VPN or MPLS device. You are responsible for the installation of the VPN or the MPLS device on your internet network, in accordance with Oracle’s specifications, to create a network connection between Oracle and the customer site(s) as specified in the applicable exhibit(s). You are responsible for ensuring that your network and systems comply with specifications that Oracle provides and that all components of your Oracle software environment are accessible through the VPN, MPLS, or OWC. Oracle is not responsible for network connections or for issues, problems or conditions arising from or related to network connections, such as bandwidth issues, excessive latency, network outages, and/or any other conditions that are caused by an internet service provider, or the network connection. Except for those services identified in an applicable exhibit as services to be provided twenty four (24) hours a day, seven (7) days a week (“24x7”), services are delivered during local business days and hours, excluding local public holidays, in the time zone of the location specified in the applicable exhibit. Services are not available during non-business hours unless otherwise specified in the exhibit. Services designated “24x7” may be delivered at any time of day, seven days a week, including local public holidays.
This quote is valid through _____________, and shall become binding upon execution by you and acceptance by Oracle.
APPENDIX E-4 TO DIR CONTRACT NO. DIR-TSO-2539 SAMPLE ORDERING DOCUMENT
ORACLE LINUX AND ORACLE VM SUPPORT SERVICES
Oracle Linux and Oracle VM Ordering Document
Your Name Your Contact
Your Location
Phone Number
Email Address
O R A C L E C O N T R A C T I N F O R M A T I O N
Agreement: Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective April __, 2014
Agreement Name: DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288
This ordering document incorporates by reference the terms of the agreement specified above
and all amendments and addenda thereto (“agreement”). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein.
A. DESCRIPTION AND FEES FOR ORDERED SERVICES
All fees on this ordering document are in US dollars.
Service Description Qty List Fee Discount Net Fee
Fee Description Net Fee
Support Fees
Total Fees
B. General Terms
1. Commencement Date The term for all services is effective upon the effective date of this ordering document.
2. Term
If only Oracle Linux is sold: Section A lists the service duration of the Oracle Linux support services, which are described below. If only Oracle VM is sold: Section A lists the service duration of the Oracle VM support services, which are described below. If Oracle Linux and Oracle VM are sold: Section A lists the service duration of the Oracle Linux and Oracle VM support services, which are described below. TERM OPTIONS: i. If the customer is switching service providers AND the customer is not purchasing support for Oracle VM, replace the statement above with the following: In consideration of your certification that you entered into a Linux service support agreement with {insert current Linux service support provider} prior to October 25, 2006 and that you are switching from your current Linux service support provider to Oracle Linux support services, Oracle will extend the term of your Oracle Linux support. Your current {insert current Linux service support provider} service contract will expire on {insert current Linux service contract expiration date}; the term of your Oracle Linux support services acquired on this ordering document will expire on {insert Oracle Linux service contract expiration date}.
DIR-TSO-2539 Appendix E-4 Page 2 of 2
ii. If the customer is switching service providers AND the customer is purchasing support for Oracle VM, add the following to the end of the “switch” paragraph above: Additionally, Section A lists the service duration of the Oracle VM support services you have ordered, which are described below.
3. Fees, Invoicing and Payment Obligation
a. All fees due under this ordering document shall be non-cancelable and the sums paid nonrefundable, except as provided in the agreement.
b. Services fees are invoiced in accordance with the terms in the agreement. c. All fees are due in accordance with Appendix A, Section 8.J of DIR-TSO-2539.
4. Segmentation
The purchase of the services listed in Section A of this ordering document is offered separately from any proposal for other program licenses (e.g., program licenses other than Oracle Linux, Oracle VM-Manager or Oracle VM-Server programs) you may receive or have received from Oracle and does not require you to purchase Oracle program licenses.
C. Other
If Priority Service for Oracle Linux or Oracle VM is sold:
1. Priority Service for Oracle Linux or Oracle VM Priority Service for Oracle Linux or Oracle VM is provided under the Oracle Linux and Oracle VM support policies in effect at the time the services are provided. The Oracle Linux and Oracle VM support policies are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of services provided during the period for which fees for Priority Service for Oracle Linux or Oracle VM have been paid. You should review the Oracle Linux and Oracle VM support policies prior to entering into this ordering document. The current version of the Oracle Linux and Oracle VM support policies may be accessed at http://www.oracle.com/us/support/policies/index.html.
The offer is valid through ________ 20__ and shall become binding upon execution by you and acceptance by Oracle. [Insert Customer’s Name] Oracle America, Inc. Signature: __________________ Signature: __________________ Name: __________________ Name: __________________ Title: __________________ Title: __________________ Signature Date: __________________ Signature Date: __________________ Effective Date:
APPENDIX E-5 TO DIR CONTRACT NO. DIR-TSO-2539 SAMPLE ORDERING DOCUMENT
RENEWAL OF TECHNICAL SUPPORT
[insert date] [insert quote to contact name] [insert quote to party] [insert quote to address]
Dear [insert quote to contact name],
The technical support services provided under support service number [insert OKS contract #], will expire, or have expired, on [insert expiration date]. Please find attached a quote for the renewal of these technical support services. If applicable, the attached quote may include technical support services that you have requested to order that are in addition to the technical support services that you are renewing.
To prevent interruption to and/ or termination of technical support services, please complete your order for the renewal of technical support services, identified in the quote, by issuing a purchase order acceptable to Oracle in accordance with the Order Processing Details section of the quote on or before [insert date].
If you have questions regarding your order or require further information, please contact me at the e-mail address or telephone number provided below.
Regards,
[insert renewal contact] Oracle Support Services E-mail: Tel: Fax:
DIR-TSO-2539 Appendix E-5 Page 2 of 6
GENERAL INFORMATION
OFFER EXPIRATION ORACLE: Oracle America, Inc.
Support Service Number:
Offer Expires:
Oracle Support Sales Representative:
Telephone:
Fax:
E-mail:
CUSTOMER:
CUSTOMER QUOTE TO
Account
Contact:
Account Name:
Address:
Telephone:
Fax:
E-mail:
CUSTOMER BILL TO
Account
Contact:
Account Name:
Address:
Telephone:
Fax:
E-mail:
"You" and "Your" as referenced in this quote refers to the Customer identified in the table above.
Oracle may provide certain notices about technical support services via e-mail. Accordingly, please verify and update the Customer Quote To and Customer Bill To information in the above table to help ensure that You receive such communications from Oracle. If changes are required to the Customer Quote To and Customer Bill To information, please e-mail or fax the updated information, with Your support service number [insert OKS contract #], to Your Oracle Support Sales Representative identified in the table above.
DIR-TSO-2539 Appendix E-5 Page 3 of 6
SERVICE DETAILS
Hardware Technical Support Services
Service Level: Oracle Premier Support for Systems
Product Description Serial Number CSI # Qty Start Date End Date Price
Hardware Technical Support Fees: USD
Total Price:
Plus applicable tax
Please note the following:
If You have questions regarding the Services Details section of this quote, or believe that corrections are required, please contact Your Oracle Support Sales Representative identified on the first page of this quote.
Please review Oracle's technical support policies, including the Lifetime Support Policy, before entering into this quote. If Your programs and/ or hardware are identified in Oracle's Lifetime Support policy they may move to a different services level during the term of the services purchased under this quote. If extended support is offered, an additional fee will be charged for such support if ordered. If You would like to purchase extended support please contact Your Oracle Support Sales Representative identified on the first page of this quote.
If Oracle accepts Your order, the start date set forth in the Services Detail table above shall serve as the commencement date of the technical support services and the technical support services ordered under this quote will be provided through the end date specified in the table for the applicable programs and/ or hardware.
If any of the fields listed in the Services Detail table above are blank, then such fields do not apply for the applicable programs and/or hardware for which You are purchasing technical support services.
DIR-TSO-2539 Appendix E-5 Page 4 of 6
TECHNICAL SUPPORT SERVICES TERMS
If the Customer and the Customer Quote To name identified in the General Information table above are not the same, [insert quote to party] represents that Customer has authorized [insert quote to party] to issue a purchase order for this quote on Customer's behalf and to bind Customer to the terms described herein. [insert quote to party] agrees that the services ordered are for the sole benefit of Customer and shall only be used by Customer. [insert quote to Party] agrees to advise Customer of the terms of this quote as well as any communications received from Oracle regarding the services.
If the Customer and the Customer Bill To name identified in the General Information table above are not the same, Customer agrees that: a) Customer has the ultimate responsibility for payments under this quote; and b) any failure of [insert bill to party] to make timely payment per the terms of this quote shall be deemed a breach by Customer and, in addition to any other remedies available to Oracle, Oracle may terminate Customer's technical support service under this quote in accordance with the provisions set forth in the Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”), effective______________ (DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288) (the "DIR Agreement").
Technical support is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported programs and/or hardware during the period for which fees for technical support have been paid. You should review the technical support policies prior to ordering technical support in accordance with this quote. The current version of the technical support policies may be accessed at http://www.oracle.com/us/support/policies/index.html.
The technical support services acquired under this quote are governed by the terms and conditions of the DIR Agreement, which is incorporated herein by reference. Any use of the programs and/or hardware, which includes updates and other materials provided or made available by Oracle as a part of technical support services, is subject to the rights granted for the programs and/or hardware set forth in the order in which the programs and/or hardware were acquired.
Your order is subject to Oracle's acceptance. Your order is deemed to be placed when You provide Oracle with a purchase order. Once placed, Your order shall be non-cancelable and the sums paid nonrefundable, except as provided in the DIR Agreement.
Technical Support fees are invoiced Quarterly in Arrears. All fees payable in accordance with the terms of the DIR Agreement.
Oracle will issue an invoice to you upon receipt of a purchase order or a form of payment acceptable to Oracle. If You are not a tax exempt organization, You agree to pay any sales, value-added or other similar taxes imposed by applicable law, except for taxes based on Oracle's income. If [insert Partner name] is a tax exempt organization, a copy of [insert Partner name]’s tax exemption certificate must be submitted with [insert Partner name]’s purchase order, check, credit card or other acceptable form of payment. [Only populates on indirect orders] If You are a tax exempt organization, a copy of Your tax exemption certificate must be submitted with Your purchase order. [Only populates on direct orders]
Purchase Order For the technical support services on this quote, the purchase order must include the following
information:
- Support Service Number:
- Total Price: USD (excluding applicable tax) - Local Tax, if applicable
In issuing a purchase order, [insert quote to party] agrees that the terms of this quote and the DIR Agreement supersede the terms in the purchase order or any other non-Oracle document, and no terms included in any such purchase order or other non-Oracle document shall apply to the technical support services ordered under this quote.
Please e-mail or fax the purchase order to Oracle in accordance with the Remittance Details section below.
Check If the technical support services on this ordering document will be ordered and paid by check, the check must include the following information:
- Support Service Number: - Total Price: USD (excluding applicable tax)
- Local Tax, if applicable
Credit Card Confirmation If the technical support services on this ordering document will be ordered and paid by credit card, please complete the information in this section and return it to Oracle in accordance with the Remittance Details section below. The credit card used to make payment must be valid for the entire support services term. Please note that Oracle is unable to process credit card transactions of USD $100,000 or greater.
DIR-TSO-2539 Appendix E-5 Page 6 of 6
Credit Card Number
Expiration Date
Billing Address (associated with Credit Card)
City, State, and Zip (associated with Credit Card)
Authorized Signature
Name
Remittance Details Purchase orders for the technical support services ordered under this quote should be sent to:
Attn:
Fax: E-mail:
DIR-TSO-2539 Appendix E-6 Page 1 of 2
APPENDIX E-6 TO DIR CONTRACT NO. DIR-TSO-2539 SAMPLE ORDERING DOCUMENT
ORACLE UNIVERSITY LEARNING CREDITS
STATE OF TEXAS LEARNING CREDITS ORDER LETTER
Dear Oracle University Customer; We would like to thank you for this opportunity in allowing Oracle University to support your company in its training needs. Please fill in your information in the boxes below, and sign where indicated to confirm your order and to ensure your training account is set up correctly. In addition, we have outlined the process and the terms and conditions under which you may utilize your Learning Credits to order our training services and products. Customer Information (required):
Customer Name:
Point of Contact:
Title:
Address:
City, State, Zip
Email address
Phone
Fax
List Learning Credits:
Discount:
Net Learning Credits:
Total Fees Due:
Payment Reference:
Customer Signature:
Date:
Learning Credits Information and Terms and Conditions:
1. Upon receiving this information along with your Purchase Order, Oracle University will email you your specific account number.
2. Learning Credits may be used to acquire education products and services offered in the Oracle University online catalogue posted at www.oracle.com/education under the terms specified therein. Learning Credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be used for any product or service that is subject to a discount or a promotion when you order the relevant product or service. The list price will be reduced by applying the discount specified above. Notwithstanding anything to the contrary in the previous three sentences, Learning Credits may also be used to pay taxes, materials and/or expenses related to your order; however, the discount specified above will not be applied to such taxes, materials and/or expenses. You may only use Learning Credits in the country in which you acquired them, may not use them as a payment method for additional Learning Credits, and may not use different Learning Credits accounts to acquire a single product or service or to pay related taxes, materials and/or expenses. Learning Credits are non-transferable and non-assignable. You may be required to execute standard Oracle ordering materials when using Learning Credits to order products or services.
3. Payment of the total fees specified above shall be in accordance with the Contracts for Products and Related Services between the State of Texas, acting by and through the Department of Information Resources, and Oracle America, Inc. (“Oracle”), effective______________ (DIR Contract No. DIR-TSO-2539; Oracle Contract No. US-GMA-225288) (the "DIR Agreement"). If the fees are not paid as described above, your ability to order Oracle products and services may be suspended until such fees are paid. No shipment is required with this order.
4. You agree that this letter is the complete agreement for the Learning Credits ordered by you, and that this letter supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Learning Credits. If any term of this letter is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed that the terms of this letter shall supersede the terms in any purchase order or other non-Oracle ordering document and no terms included in any such purchase order or other non-Oracle ordering document shall apply
DIR-TSO-2539 Appendix E-6 Page 2 of 2
to the Learning Credits ordered. This letter may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of you and of Oracle.
5. You acknowledge that you are paying for services prior to performance, and you represent that you are authorized to do so under applicable law.
6. Learning Credits will not expire. You may cancel any unused Learning Credits purchased through this Order Letter. If you cancel unused Learning Credits, you will be entitled to a refund. Your cancellation notice must be provided in writing to Oracle.
The quote is valid through [___________], and becomes binding upon execution by you and acceptance by Oracle.
DIR-TSO-2539 Appendix F Page 1 of 2
APPENDIX F TO DIR CONTRACT NO. DIR-TSO-2539
DELIVERY, INSTALLATION, COMMENCEMENT DATE AND ACCEPTANCE
for Software, Hardware, Technical Support, and ACS Services
A. Delivery
Each order issued under the Contract shall specify the Vendor’s delivery obligations in the applicable Order Form.
1. For Software Programs:
a. If the order specifies that the delivery obligation is for tangible media, Vendor will deliver tangible media
for the ordered programs on the particular hardware/operating system combination requested by
Customer. Each media pack consists of one (1) copy of the software media and one (1) set of
documentation (in the form generally available) for each program included in the media pack.
b. If the order specifies that there is no delivery obligation, then the Customer acknowledges and agrees
that one (1) copy of the software media and one (1) set of documentation (in the form generally
available) for each ordered program has been previously delivered to the Customer.
c. If the order specifies that delivery obligation is for electronic download, the ordered programs are made
available by the Vendor to the Customer for electronic download the programs listed in the Order Form
at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com.
Through the Internet URL, the Customer can access and electronically download to its location the
current production release as of the effective date of the applicable order the software program and
related documentation for each ordered program. Provided that the Customer has continuously
maintained technical support for the ordered programs, the Customer may continue to download the
software and related documentation for the ordered programs. Customer acknowledges that the Vendor
is under no further delivery obligation (electronic download, tangible media or otherwise) for ordered
programs where the delivery method is electronic download.
d. Not all programs are available on all hardware/operating system combinations and not all
programs/combinations are available for all both delivery methods (tangible media and electronic
download). Customer should check the electronic delivery web site specified above prior to placing an
order with an Order Fulfiller.
2. For Hardware:
a. Customer’s hardware order consists of the following items: operating system (as described in the
configuration), integrated software and hardware.
b. Vendor will use its reasonable commercial efforts to deliver the hardware within a timeframe that is
consistent with Vendor’s past practices regarding the amount and type of hardware that the Customer
has ordered.
c. Vendor will deliver the hardware to the delivery address specified on Customer’s Purchase Order or if
such Purchase Order does not indicate a ship to address, the address on the Order Form. Vendor may
make partial deliveries of the ordered hardware against an order.
d. Title of the hardware is transferred to the Customer upon delivery in accordance with the shipping terms
in Section 8.D of Appendix A of the Contract.
B. Installation
1. For programs, the Customer is responsible for installation of the programs unless the programs have been
pre-installed by Vendor on the hardware the Customer is purchasing under the order or the Customer
purchases installation services from Vendor for such ordered programs
2. For hardware, the Customer is responsible for installation of the hardware, unless the Customer purchases
installation services from Order Fulfiller for such ordered hardware.
DIR-TSO-2539 Appendix F Page 2 of 2
C. Commencement Date and Acceptance
1. For the program licenses, the program commencement date shall be the date that the tangible media is
shipped or the effective date of the order if the shipment of tangible media is not required. Programs are
deemed accepted on the program commencement date.
2. For the hardware, operating system and integrated software, the hardware commencement date shall be the
date the hardware is delivered or the effective date of the order if no shipment is required. Hardware is
deemed accepted on the hardware commencement date. Notwithstanding the foregoing, Customer may
request to add an acceptance period, not to exceed five (5) business days from the commencement date;
and any such acceptance period agreed to by Customer and Vendor shall be specified in the applicable
Order Form.
3. The period of performance for all technical support services for the programs is effective upon the program
commencement date. The period of performance for all related technical support services is effective upon
shipment of hardware or upon the effective date of the order if shipment of hardware is not required.
Technical support services are deemed accepted when delivered.
4. Installation services, packaged services, and other ACS services commence on the date agreed to by the
Customer and Vendor. Installation services, packaged services, and other ACS services are deemed
accepted when delivered unless otherwise noted in an Order Form.
D. Order Restriction
The hardware, programs, operating software and integrated software are not specifically designed, manufactured, or
intended for use as parts, components, or assemblies for the planning, construction, maintenance, or operation of a
nuclear facility. Customer is expressly prohibited from ordering hardware and/or software for these purposes. This
restriction applies to previously ordered and delivered Vendor hardware and/or software if Customer is acquiring
technical support services, installation services, packaged services, and/or other ACS services for such hardware,
programs and/or software under the Contract.
E. Segmentation
The purchase of (1) hardware and/or related technical support services, (2) programs and/or related technical support
services, or (3) other services are all separate offers and separate from any other order for (a) hardware and/or
related technical support services, (b) programs and/or related technical support services, or (c) other services the
Customer may receive or have received from Vendor. Customer understands that the Customer may purchase (i)
hardware and/or related technical support services, (ii) programs and/or related technical support services, or (iii)
other services independently of any other product or service. The Customer’s obligation to pay for (x) hardware
and/or related technical support services is not contingent on performance of any other service or delivery of
programs, (y) programs and/or related technical support services is not contingent on delivery of hardware or
programs or performance of any other service, or (z) other services is not contingent on delivery of hardware, delivery
of programs or performance of any additional/other service.
F. Services
Any technical support services, installations services, packaged services, and other ACS services for the products
provided to a Customer pursuant to the Contract are provided for such Customer’s internal use, and such Customer
may not, directly or indirectly, resell, rent, lease, or transfer any services. Customer agrees to cooperate with Vendor
and provide the access, resources, materials, personnel, information and consents that Vendor may require in order
to perform the services.
DIR-TSO-2539 Appendix G - License_OMA General Terms US-Public Sector_v101912 Page 1 of 4
APPENDIX G TO DIR CONTRACT NO. DIR-TSO-2539
GENERAL TERMS- Public Sector
Oracle General Terms Reference: US-GMA-225288
These General Terms (these “General Terms”) and all Schedules are incorporated as appendices to the Contracts for Products and Related Services between the State of Texas acting by and through the Department of Information Resources (“DIR”) and Oracle America, Inc. (“Oracle”) (DIR Contract No. DIR-TSO-2359; Oracle Contract No. US-GMA-225288) (the “Contract”). As used in these General Terms, “you”, “You”, “your” or “Your” shall refer to the Customer placing an order under the Contract. To place orders subject to these General Terms, at least one Schedule (as defined below) must be incorporated into these General Terms. If a term is relevant only to a specific Schedule, that term will apply only to that Schedule if and/or when that Schedule is incorporated into these General Terms. 1. DEFINITIONS
1.1 “Hardware” refers to the computer equipment, including components, options and spare parts.
1.2 “Integrated Software” refers to any software or programmable code that is (a) embedded or integrated
in the Hardware and enables the functionality of the Hardware or (b) specifically provided to You by Oracle under Schedule H and specifically listed (i) in accompanying documentation, (ii) on an Oracle webpage or (iii) via a mechanism that facilitates installation for use with Your Hardware. Integrated Software does not include and You do not have rights to (a) code or functionality for diagnostic, maintenance, repair or technical support services; or (b) separately licensed applications, operating systems, development tools, or system management software or other code that is separately licensed by Oracle. For specific Hardware, Integrated Software includes Integrated Software Options (as defined in Schedule H) separately ordered. 1.3 “General Agreement” refers to these General Terms (including any amendments thereto) and all
Schedule(s) incorporated into the General Agreement (including any amendments to those incorporated Schedule(s)). The General Agreement, which along with the Contract (including all appendices), governs Your use of the Products and Service Offerings ordered from Oracle or an authorized reseller. For purposes of the General Terms and the Schedules, the term “General Agreement” shall mean the General Terms and Schedules and the Contract (including all appendices). 1.4 “Operating System” refers to the software that manages Hardware for Programs and other software.
1.5 “Products” refers to Programs, Hardware, Integrated Software and Operating System.
1.6 “Programs” refers to (a) the software owned or distributed by Oracle that You have ordered under
Schedule P, (b) Program Documentation and (c) any Program updates acquired through technical support. Programs do not include Integrated Software or any Operating System. 1.7 “Program Documentation” refers to the Program user manual and Program installation manuals.
Program Documentation may be delivered with the Programs. You may access the documentation online at http://oracle.com/contracts. 1.8 “Schedule” refers to all Oracle Schedules to these General Terms as identified in Section 2.
1.9 “Separate Terms” refers to separate license terms that are specified in the Program Documentation,
readmes or notice files and that apply to Separately Licensed Third Party Technology. 1.10 “Separately Licensed Third Party Technology” refers to third party technology that is licensed under
Separate Terms and not under the terms of the General Agreement.
consulting, advanced customer support services, or other services which You have ordered. Such Service Offerings are further described in the applicable Schedule. 1.12 “You” and “Your” refers to the entity that has executed these General Terms.
2. APPLICABLE SCHEDULES
The Schedules set forth terms and conditions that apply specifically to certain types of Oracle offerings which may be different than, or in addition to, these General Terms.
3. SEGMENTATION
The purchase of any Products and related Service Offerings or other Service Offerings are all separate offers and separate from any other order for any Products and related Service Offerings or other Service Offerings you may receive or have received from Oracle. You understand that you may purchase any Products and related Service Offerings or other Service Offerings independently of any other Products or Service Offerings. Your obligation to pay for (a) any Products and related Service Offerings is not contingent on performance of any other Service Offerings or delivery of any other Products or (b) other Service Offerings is not contingent on delivery of any Products or performance of any additional/other Service Offerings.
4. OWNERSHIP
Oracle or its licensors retain all ownership and intellectual property rights to the Programs, Operating System, Integrated Software and anything developed or delivered under the General Agreement.
5. INDEMNIFICATION
Indemnification will be handled in accordance with Appendix A, Section 10.A of DIR Contract No. DIR-TSO-2539.
6. TERMINATION
Termination will be handled in accordance with Appendix A, Section 11 of DIR Contract No. DIR-TSO-2539. 7. FEES; PRICING, INVOICING AND PAYMENT OBLIGATION
7.1 Reimbursement of expenses related to the provision of any Service Offering, if any, will be addressed in the relevant ordering document and/or statement of work for such services. 7.2 You understand that You may receive multiple invoices for the Products and Service Offerings You ordered. Invoices will be submitted to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at http://oracle.com/contracts.
8. NONDISCLOSURE
Nondisclosure will be handled in accordance with Appendix A, Section 10.H of DIR Contract No. DIR-TSO-2539.
9. ENTIRE AGREEMENT
9.1 You agree that DIR-TSO-2539 and the General Agreement and the information which is incorporated into the General Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the Products and/or Service Offerings ordered by You and supersede all prior or contemporaneous agreements or representations, written or oral, regarding such Products and/or Service Offerings. 9.2 It is expressly agreed that the terms of DIR Contract No. DIR-TSO-2539, the General Agreement and any Oracle order shall supersede the terms in any purchase order, procurement internet portal or any other similar non-Oracle document and no terms included in any such purchase order, portal or other non-Oracle document shall apply to the Products and/or Service Offerings ordered. In the event of inconsistencies between the terms of any Schedule and these General Terms, the Schedule shall take precedence. In the event of any inconsistencies between the terms of an order and the General Agreement, the order shall take
DIR-TSO-2539 Appendix G - License_OMA General Terms US-Public Sector_v101912 Page 3 of 4
precedence. The General Agreement and orders may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the Oracle Store by authorized representatives of You and of Oracle. Any notice required under the General Agreement shall be provided to the other party in writing.
10. EXPORT
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Products. You agree that such export laws govern Your use of the Products (including technical data) and any Service Offerings deliverables provided under the General Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, Product and/or materials resulting from Service Offerings (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. You shall include the following notice on packing lists, commercial invoices, shipping documents and other documents used in the transfer, export or re-export of the Products and any Service Offerings deliverables: “These commodities, technology, software, or hardware (including any Integrated Software and Operating System(s)) were exported in accordance with U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export laws is prohibited.”
11. GOVERNING LAW AND JURISDICTION
The General Agreement is governed by the substantive and procedural laws of the State of Texas. 12. NOTICE
If You have a dispute with Oracle or if You wish to provide a notice under the Indemnification section of these General Terms, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle America, Inc., 500 Oracle Parkway, Redwood City, California, United States, 94065, Attention: General Counsel, Legal Department.
13. ASSIGNMENT
Assignments will be handled in accordance to Appendix A, Section 4D of DIR Contract No. DIR-TSO-2539.
14. OTHER
14.1 Oracle is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance.
14.2 If any term of DIR Contract No. DIR-TSO-2539 or the General Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the General Agreement. 14.3 Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to the General Agreement may be brought by either party more than four years after the cause of action has accrued. 14.4 Products and Service Offerings deliverables are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of Products and Service Offerings deliverables in such applications. 14.5 If requested by an authorized reseller on Your behalf, You agree Oracle may provide a copy of the General Agreement to the authorized reseller to enable the processing of Your order with that authorized reseller. 14.6 The Uniform Computer Information Transactions Act does not apply to the General Agreement or orders placed under it.
DIR-TSO-2539 Appendix G - License_OMA General Terms US-Public Sector_v101912 Page 4 of 4
14.7 You understand that Oracle’s business partners, including any third party firms retained by You to
provide consulting services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for
nor bound by any acts of any such business partner unless (i) the business partner is providing services as
an Oracle subcontractor in furtherance of an order placed under the General Agreement and (ii) only to the
same extent as Oracle would be responsible for the performance of Oracle resources under that order.
DIR-TSO-2539 Appendix H – License_OMA Schedule P (OMA-P) US-Public Sector_v101812 Page 1 of 4
APPENDIX H TO DIR CONTRACT NO. DIR-TSO-2539
Public Sector Schedule P - Program
Oracle America, Inc. (“Oracle”) 500 Oracle Parkway Redwood Shores, CA 94065
Your Name:
General Terms Reference: US-GMA-225288
This Public Sector Program Schedule (this “Schedule P") is a Schedule to the General Terms referenced above. The General Terms and this Schedule P, together with any other Schedules that reference the General Terms, are the General Agreement. As used in this Schedule P, “you”, “You”, “your” or “Your” shall refer to the Customer placing an order under DIR-TSO-2359.
1. DEFINITIONS
1.1 “Commencement Date” refers to the date of shipment of tangible media or the effective date of the
order if shipment of tangible media is not required.
1.2 Capitalized terms used but not defined in this Schedule P have the meanings set forth in the General Terms. 2. RIGHTS GRANTED
2.1 Upon the full signing of Your order by both Oracle and You, You have the non-exclusive, non-assignable, royalty free, perpetual (unless otherwise specified in the order), limited right to use the Programs and receive any Program-related Service Offerings You ordered solely for Your internal business operations and subject to the terms of the General Agreement, including the definitions and rules set forth in the order and the Program Documentation. If accepted, Oracle will notify You and this notice will include a copy of Your General Agreement.
2.2 Upon payment for Program-related Service Offerings, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Your internal business operations anything developed by Oracle and delivered to You under this Schedule P (“deliverables”); however, certain deliverables may be subject to additional license terms provided in the order. 2.3 You may allow Your agents and contractors (including, without limitation, outsourcers) to use the Programs and deliverables for Your internal business operations and You are responsible for their compliance with the General Terms and this Schedule P in such use. For Programs that are specifically designed to allow Your customers and suppliers to interact with You in the furtherance of Your internal business operations, such use is allowed under the General Terms and this Schedule P. 2.4 You may make a sufficient number of copies of each Program for Your licensed use and one copy of each Program media.
3. RESTRICTIONS
3.1 The Programs may contain or require the use of third party technology that is provided with the Programs. Oracle may provide certain notices to You in Program Documentation, readmes or notice files in connection with such third party technology. Third party technology will be licensed to You either under the terms of the General Agreement or, if specified in the Program Documentation, readmes or notice files, under Separate Terms. Your rights to use Separately Licensed Third Party Technology under Separate Terms are not restricted in any way by the General Agreement. However, for clarity, notwithstanding the existence of a notice, third party technology that is not Separately Licensed Third Party Technology shall be deemed part of the Programs and is licensed to You under the terms of the General Agreement.
DIR-TSO-2539 Appendix H – License_OMA Schedule P (OMA-P) US-Public Sector_v101812 Page 2 of 4
If You are permitted under an order to distribute the Programs, You must include with the distribution all such notices and any associated source code for Separately Licensed Third Party Technology as specified, in the form and to the extent such source code is provided by Oracle, and You must distribute Separately Licensed Third Party Technology under Separate Terms (in the form and to the extent Separate Terms are provided by Oracle). Notwithstanding the foregoing, Your rights to the Programs are solely limited to the rights granted in Your order.
3.2 You may not:
a. remove or modify any Program markings or any notice of Oracle’s or its licensors’ proprietary rights;
b. make the Programs or materials resulting from the Service Offerings available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Program license or materials from the Service Offerings you have acquired); c. cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by Programs); d. disclose results of any Program benchmark tests without Oracle’s prior written consent, except as required by applicable law, provided that You give Oracle prior notice and an opportunity to oppose such disclosure (unless prohibited by law).
3.3 The prohibition on the assignment or transfer of the Programs or any interest in them under section 15 of the General Terms shall apply to all Programs licensed under this Schedule P, except to the extent that such prohibition is rendered unenforceable under applicable law.
4. TRIAL PROGRAMS
You may order trial Programs, or Oracle may include additional Programs with Your order which You may use for trial, non-production purposes only. You may not use the trial Programs to provide or attend third party training on the content and/or functionality of the Programs. You have 30 days from the Commencement Date to evaluate these Programs. To use any of these Programs after the 30 day trial period, You must obtain a license for such Programs from Oracle or an authorized reseller. If You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly delete any such Programs from Your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these Programs.
5. TECHNICAL SUPPORT
5.1 For purposes of an order, technical support consists of Oracle’s annual technical support services You may have ordered from Oracle or an authorized reseller for the Programs. If ordered, annual technical support (including first year and all subsequent years) is provided under Oracle’s technical support policies in effect at the time the technical support services are provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information and consents that Oracle may require in order to perform the technical support services. The technical support policies are incorporated in this Schedule P and are subject to change at Oracle’s discretion; however, Oracle policy changes will not result in a material reduction in the level of technical support services provided for supported Programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the order for the applicable technical support services. You may access the current version of the technical support policies at http://oracle.com/contracts.
5.2 Technical support is effective upon the Commencement Date unless otherwise stated in Your order.
5.3 Software Update License & Support (or any successor technical support offering to Software Update License & Support, “SULS”) acquired with Your order may be renewed annually and, if You renew SULS for the same number of licenses for the same Programs, for the first and second renewal years the fee for SULS will not increase by more than 4% over the prior year’s fees. If Your order is fulfilled by an authorized reseller, the fee for SULS for the first renewal year will be the price quoted to You by Your
DIR-TSO-2539 Appendix H – License_OMA Schedule P (OMA-P) US-Public Sector_v101812 Page 3 of 4
authorized reseller; the fee for SULS for the second renewal year will not increase by more than 4% over the prior year's fees. 5.4 If You decide to purchase technical support for any Program license within a license set, You are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if You agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. Oracle’s license set definition is available in the current technical support policies. If You decide not to purchase technical support, You may not update any unsupported Program licenses with new versions of the Program.
6. PROGRAM-RELATED SERVICE OFFERINGS
In addition to technical support, You may order a limited number of Program-related Service Offerings under this Schedule P as listed in the Program-Related Service Offerings document, which is at http://oracle.com/contracts. You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracle to deliver these Service Offerings and You will perform the actions identified in the order as Your responsibility. If while performing these Service Offerings Oracle requires access to another vendor’s products that are part of Your system, You will be responsible for acquiring all such products and the appropriate license rights necessary for Oracle to access such products on Your behalf. Service Offerings provided may be related to Your license to use Programs owned or distributed by Oracle which You acquire under a separate order. The agreement referenced in that order shall govern Your use of such Programs.
7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
7.1 Oracle warrants that a Program licensed to You will operate in all material respects as described in the applicable Program Documentation for a period of one year after delivery (i.e., via physical shipment or electronic download). You must notify Oracle of any Program warranty deficiency within one year after delivery. Oracle also warrants that technical support services and Program-related Service Offerings (as referenced in section 6 above) ordered and provided under this Schedule P will be provided in a professional manner consistent with industry standards. You must notify Oracle of any technical support service or Program-related Service Offerings warranty deficiencies within 90 days from performance of the deficient technical support service or Program-related Service Offerings. 7.2 ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. 7.3 FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE ERRORS OF THE APPLICABLE PROGRAM LICENSE IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF THE DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT PROGRAM-RELATED SERVICE OFFERINGS. 7.4 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Programs. You agree to cooperate with Oracle’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Programs in excess of Your license rights. If You do not pay, Oracle can end (a) Program-related Service Offerings (including technical support), (b) Program
DIR-TSO-2539 Appendix H – License_OMA Schedule P (OMA-P) US-Public Sector_v101812 Page 4 of 4
licenses ordered under this Schedule P and related agreements and/or (c) the General Agreement. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit.
9. ORDER LOGISTICS
9.1 Delivery and Installation
9.1.1 You are responsible for installation of the Programs unless the Programs have been pre-installed by Oracle on the Hardware You are purchasing under the order or unless You purchase installation services from Oracle for those Programs.
9.1.2 Oracle has made available to You for electronic download at the electronic delivery web site
located at the following Internet URL: http://edelivery.oracle.com the Programs listed in the Programs and Program Support Service Offerings section of the applicable order. Through the Internet URL, You can access and electronically download to Your location the latest production release as of the effective date of the applicable order of the software and related Program Documentation for each Program listed. Provided that You have continuously maintained technical support for the listed Programs, You may continue to download the Programs and related Program Documentation. Please be advised that not all Programs are available on all hardware/operating system combinations. For the most recent Program availability please check the electronic delivery web site specified above. You acknowledge that Oracle is under no further delivery obligation with respect to Programs under the applicable order, electronic download or otherwise unless otherwise stated in Your Order.
9.2 Territory
The Programs shall be used in the United States. 9.3 Pricing, Invoicing and Payment Obligation
9.3.1 In entering into payment obligations under an order, You agree and acknowledge that You have not relied on the future availability of any Program or updates. However, (a) if You order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the General Agreement, if and when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to You under an order and the General Agreement. 9.3.2 Program fees are invoiced as of the Commencement Date. 9.3.3 Program-related Service Offering fees are invoiced after the performance of the Program-related Service Offering performance; specifically, technical support fees are invoiced quarterly in arrears. The period of performance for all Program-related Service Offerings is effective upon the Commencement Date.
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APPENDIX I TO DIR CONTRACT NO. DIR-TSO-2539
Public Sector Schedule S - Services
Your Name:
General Terms Reference: US-GMA-225288
This Public Sector Services Schedule (this "Schedule S") is a Schedule to the General Terms referenced above. The General Terms and this Schedule S, together with any other Schedules that reference the General Terms, are the General Agreement. As used in this Schedule S, “you”, “You”, “your” or “Your” shall refer to the Customer placing an order under DIR-TSO-2359.
1. DEFINITIONS
1.1 “Services” refers to consulting, advanced customer support services, education or other services
which you have ordered from Oracle under this Schedule S.
1.2 Capitalized terms used but not defined in this Schedule S have the meanings set forth in the General Terms.
2. RIGHTS GRANTED / RESTRICTIONS
2.1 Upon payment for Services, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Your internal business operations anything developed by Oracle and delivered to You under this Schedule S (“deliverables”); however, certain deliverables may be subject to additional license terms provided in the order. 2.2 You may allow Your agents and contractors (including, without limitation, outsourcers) to use deliverables for Your internal business operations and You are responsible for their compliance with the General Terms and this Schedule S in such use.
2.3 Services provided may be related to Your license to use Products owned or distributed by Oracle which You acquire under a separate order. The agreement referenced in that order shall govern Your use of such Products.
3. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
Oracle warrants that Services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any warranty deficiencies within 90 days from performance of the deficient Services. FOR ANY BREACH OF THE WARRANTY, YOUR EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Oracle America, Inc. (“Oracle”) 500 Oracle Parkway Redwood Shores, CA 94065
Schedule LVM – Oracle Linux and Oracle VM Service Offerings
Oracle America, Inc. (“Oracle”) 500 Oracle Parkway Redwood Shores, CA 94065
Your Name:
General Terms Reference: US-GMA-225288
This Oracle Linux and Oracle VM Services Schedule (this “Schedule LVM") is a Schedule to the General Terms referenced above. The General Terms and this Schedule LVM, together with any other Schedules that reference the General Terms, are the General Agreement. As used in this Schedule LVM, “you”, “You”, “your” or “Your” shall refer to the Customer placing an order under DIR-TSO-2359.
1. DEFINITIONS
1.1 “Covered Programs” is defined as the specific set of software products listed on the document
titled Oracle Linux and Oracle VM Included Files (available at http://www.oracle.com/us/support/library/enterprise-linux-indemnification-069347.pdf) for which You have ordered Oracle Linux/ Oracle VM Service Offering(s), including any related program documentation and patches and bug fixes acquired through such Oracle Linux/ Oracle VM Service Offering(s).
1.2 “Oracle Linux Service Offering(s)” and ”Oracle VM Service Offering(s)” (collectively, “Oracle Linux/Oracle VM Service Offering(s)”) refer to Oracle Linux and Oracle VM support services
respectively and Oracle Linux/Oracle VM-related Service Offerings(s) as defined under the Oracle Linux and Oracle VM support policies.
1.3 “Oracle Linux/Oracle VM Term(s)” is defined as the duration for which You have acquired the
applicable Oracle Linux/Oracle VM Service Offering(s). 1.4 “Physical CPU(s)” is defined as each monolithic integrated circuit responsible for executing a
System’s Covered Programs. A monolithic integrated circuit with multiple cores or hyperthreading is counted as a single Physical CPU when determining the total number of Physical CPUs in a System.
1.5 “Supported System(s)” is defined as a System to which You apply or intend to apply Oracle
Linux/Oracle VM Service Offering(s) received from Oracle at the specified service level in Your order, including but not limited to updates, patches, fixes, security alerts, work arounds, configuration, installation assistance (for Oracle VM, Support System(s) includes Oracle VM Manager)
1.6 “System(s)” is defined as the computer on which the Oracle Linux programs and/or Oracle VM
Server programs are installed. Where computers/blades are clustered, each computer/blade within the cluster shall be defined as a System. (For purposes of calculating the price of the Oracle VM Service Offering(s), the computers where the Oracle VM Manager programs are installed are not counted.)
1.7 Capitalized terms used but not defined in this Schedule LVM have the meanings set forth in the General Terms.
2. ORACLE LINUX/ORACLE VM SERVICE OFFERING(S)
2.1 The Oracle Linux/Oracle VM Service Offering(s) are provided at the support level and for the Oracle Linux/ Oracle VM Term defined in Your order.
2.2 When ordering Oracle Linux/Oracle VM Service Offering(s) You must comply with the following
Oracle Linux Premier Limited, Oracle Linux Basic Limited, and Oracle VM Premier Limited are available only for Systems with no more than 2 Physical CPUs per System.
Oracle Linux Premier, Oracle Linux Basic, Oracle Linux Network, and Oracle VM Premier are available for Systems with any number of Physical CPUs per System.
2.3 Upon Oracle’s acceptance of Your order, You have the limited right to receive the applicable Oracle Linux/Oracle VM Service Offering(s) solely for Your business operations and subject to the Terms of this Schedule LVM.
2.4 For purposes of the order, (a) Oracle Linux Service Offering(s) consist of the Oracle Linux support services level You may have ordered for the Oracle Linux programs; and (b) Oracle VM Service Offering(s) consist of the Oracle VM support services level You may have ordered for the Oracle VM programs. If ordered, the Oracle Linux/Oracle VM Service Offering(s) (including initial year and all subsequent years) are provided under the Oracle Linux and Oracle VM support policies in effect at the time the Oracle Linux/Oracle VM Service Offering(s) are provided. The Oracle Linux and Oracle VM support policies, which are incorporated in this Schedule LVM, are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of Oracle Linux/Oracle VM Service Offering(s) provided during the period for which fees for the Oracle Linux/Oracle VM Service Offering(s) have been paid. Oracle Linux/Oracle VM Service Offering(s) are available for certain Systems, and may be subject to additional restrictions as set forth in the Oracle Linux and Oracle VM support policies. You should review the Oracle Linux and Oracle VM support policies prior to entering into the order for the applicable Oracle Linux/Oracle VM Service Offering(s). You may access the current version of the Oracle Linux and Oracle VM support policies at http://www.oracle.com/us/support/library/enterprise-linux-support-policies-069172.pdf.
2.5 The Oracle Linux/Oracle VM Service Offering(s) are effective upon the effective date of the order unless otherwise stated in Your order.
2.6 The Oracle Linux/Oracle VM Service Offering(s) provided under this Schedule LVM are in support of licenses You acquired separately. Patches, bug fixes and other code received as part of the Oracle Linux/Oracle VM Service Offering(s) under this Schedule LVM shall be provided under the terms of the appropriate license agreement that You accepted upon downloading and/or installing the Oracle Linux and/or Oracle VM program(s).
3. FEES; ORACLE LINUX/ORACLE VM-RELATED SERVICE OFFERING(S)
3.1 For the initial Oracle Linux/Oracle VM Term for which fees are to be paid for the applicable Oracle Linux/Oracle VM Service Offering(s), the fees due will be calculated based upon the number of Systems to be supported that are in existence as of the date of Your order. For the second and all subsequent Oracle Linux/Oracle VM Terms, the fees due will be calculated based on the total number of Systems supported that are in existence as of the first day of the applicable Oracle Linux/Oracle VM Term(s) (e.g., fees calculated for the second term will be based upon the total number of Systems supported that are in existence on the first day of the second term).
3.2 In addition to the fees for the Oracle Linux/Oracle VM Service Offering(s) specified above, You agree to pay additional fees for the level of Oracle Linux/ Oracle VM Service Offering(s) ordered based on the maximum number of Supported Systems that exist simultaneously at any time during the applicable Oracle Linux/Oracle VM Term and in accordance with the Oracle Linux and Oracle VM support policies for the level of support You are ordering. In the event that You decide to increase the number of Supported Systems, You agree that You will promptly place an order for Oracle Linux/ Oracle VM Service Offering(s) for the increased number of these Supported System(s) and pay the additional required fees.
3.3 You may order a limited number of Oracle Linux/Oracle VM-related Services Offering(s) under this Schedule LVM, as listed in the Oracle Linux and Oracle VM-related Service Offering(s) document, which is at http://oracle.com/contracts. For these Oracle Linux/ Oracle VM-related Service Offering(s), the fees due for the initial Oracle Linux/Oracle VM Term and all subsequent Oracle Linux/Oracle VM Terms will be based on Oracle’s then current Oracle Linux and Oracle VM Service Offering(s) pricing policies.
4.1 Oracle warrants that the Oracle Linux/Oracle VM Service Offering(s) will be provided in a professional manner consistent with industry standards. You must notify Oracle of any Oracle Linux/Oracle VM Service Offering(s) warranty deficiencies within 90 days from performance of the defective Oracle Linux/Oracle VM Service Offering.
4.2 TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4.3 ORACLE DOES NOT GUARANTEE THAT THE COVERED PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY, AND ORACLE’S ENTIRE LIABILITY, SHALL BE THE REPERFORMANCE OF THE DEFICIENT ORACLE LINUX/ORACLE VM SERVICE OFFERING, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT ORACLE LINUX/ORACLE VM SERVICE OFFERING AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT ORACLE LINUX/ORACLE VM SERVICE OFFERING.
5. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Oracle Linux /Oracle VM Service Offering(s). You agree to cooperate with Oracle’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay, in accordance to Appendix A, Section 8J of DIR Contract No. DIR-TSO-2359, upon written notification any fees applicable to Your use of the Oracle Linux/ Oracle VM Service Offering(s) in excess of Your service rights. If You do not pay, Oracle can end (a) Oracle Linux/ Oracle VM Service Offering(s), (b) Oracle Linux/Oracle VM-related Service Offering(s) and/or (c) the General Agreement. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit.
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APPENDIX K TO DIR CONTRACT NO. DIR-TSO-2539
Public Sector
Schedule H - Hardware
Oracle America, Inc. (“Oracle”) 500 Oracle Parkway Redwood Shores, CA 94065
Your Name:
General Terms Reference: US-GMA-225288
This Public Sector Hardware Schedule (this "Schedule H") is a Schedule to the General Terms referenced above. The General Terms and this Schedule H, together with any other Schedules that reference the General Terms, are the General Agreement. As used in this Schedule H, “you”, “You”, “your” or “Your” shall refer to the Customer placing an order under DIR-TSO-2359.
1. DEFINITIONS
1.1 “Commencement Date” for the Hardware, Operating System and Integrated Software refers to the
date the Hardware is delivered. For Integrated Software Options, the Commencement Date refers to the date that Oracle both parties fully sign an order for an Integrated Software Option.
1.2 “Integrated Software Options” refers to software or programmable code embedded in, installed on,
or activated on the Hardware that requires one or more unit licenses that You must separately order. Such separate order will set forth the fees for the Integrated Software Options You are ordering. Not all Hardware contains Integrated Software Options; please refer to the Oracle Integrated Software Options
License Definitions, Rules and Metrics accessible at http://oracle.com/contracts (the “Integrated
Software Options License Rules”) for the specific Integrated Software Options that may apply to specific Hardware. Oracle reserves the right to designate new software features as Integrated Software Options in subsequent releases and that designation will be specified in the applicable documentation and in the Integrated Software Options License Rules. 1.3 Capitalized terms used but not defined in this Schedule H have the meanings set forth in the General Terms.
2. RIGHTS GRANTED
2.1 Your Hardware order consists of the following items: Operating System (as defined in Your configuration), Integrated Software and all Hardware equipment (including components, options and spare parts) specified on the applicable order. Your Hardware order may also include Integrated Software Options. Integrated Software Options may not be activated or used until You separately order them and pay the fees as set forth in and in accordance with such Order. 2.2 You have the right to use the Operating System delivered with the Hardware subject to the terms of DIR Contract No. DIR-TSO-2539 and the license agreement(s) delivered with the Hardware. Current versions of the license agreements are located at http://oracle.com/contracts. You are licensed to use the Operating System and any Operating System updates acquired through technical support only as incorporated in, and as part of, the Hardware.
2.3 You have the limited, non-exclusive, royalty free, non-transferable, non-assignable right to use Integrated Software delivered with the Hardware subject to the terms of this Schedule H and the applicable documentation. You are licensed to use that Integrated Software and any Integrated Software updates acquired through technical support only as incorporated in, and as part of, the Hardware. You have the limited, non-exclusive, royalty free, non-transferable, non-assignable right to use Integrated Software Options that You separately order subject to the terms of this Schedule H, the applicable documentation and the Integrated Software Options License Rules; the Integrated Software Options License Rules are incorporated in and made a part of this Schedule H. You are licensed to use
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those Integrated Software Options and any Integrated Software Options updates acquired through technical support only as incorporated in, and as part of, the Hardware. To fully understand Your license right to any Integrated Software Options that You separately order, You need to review the Integrated Software Options License Rules. In the event of any conflict between DIR Contract No. DIR-TSO-2539, the General Agreement and the Integrated Software Options License Rules, DIR Contract No. DIR-TSO-2539 shall take precedence.
2.4 The Operating System or Integrated Software or Integrated Software Options (or all three) may include separate works, identified in a readme file, notice file or the applicable documentation, which are licensed under open source or similar license terms; Your rights to use the Operating System, Integrated Software and Integrated Software Options under such terms are not restricted in any way by the General Agreement including this Schedule H. The appropriate terms associated with such separate works can be found in the readme files, notice files or in the documentation accompanying the Operating System, Integrated Software, and Integrated Software Options. For GPLv2, LGPLv2.1, GPLv3 and LGPLv3 licensed code You received as binaries on physical media, You may receive a copy of the source code (“source code”) on media via postal service by submitting a written request at http://www.oracle.com/technetwork/opensource/index.html. Alternatively, You can mail Your written request to Oracle Corporation, Attn: VP of Legal, Development and Engineering, 500 Oracle Parkway, MS-5OP10, Redwood Shores, CA 94065. Your request should include the name and version number of the Product, Your name, Your company name (if applicable), Your return mailing address, and Your email address. Certain source distributions require a fee for physical media; in such case, You will be sent details on the cost and payment procedure via email. Your request must be sent within three (3) years of the date of Oracle’s last delivery of the applicable Product, or in the case of code licensed under the GPLv3, You may send a request for as long as Oracle offers spare parts or technical support for the applicable Product model. This offer only applies if You received Your Operating System, Integrated Software or Integrated Software Options on physical media. 2.5 Upon payment for Hardware-related Service Offerings, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Your internal business operations anything developed by Oracle and delivered to You under this Schedule H (“deliverables”); however, certain deliverables may be subject to additional license terms which are provided in the order.
3. RESTRICTIONS
3.1 You may only make copies of the Operating System, Integrated Software and Integrated Software Options for archival purposes, to replace a defective copy, or for program verification. You shall not remove any copyright notices or labels on the Operating System, Integrated Software or Integrated Software Options. You shall not decompile or reverse engineer (unless required by law for interoperability) the Operating System or Integrated Software. 3.2 You acknowledge that to operate certain Hardware, Your facility must meet a minimum set of requirements as described in the Hardware documentation. Such requirements may change from time to time, as communicated by Oracle to You in the applicable Hardware documentation. 3.3 The prohibition on the assignment or transfer of the Operating System or any interest in it under section 15 of the General Terms shall apply to all Operating Systems licensed under this Schedule H, except to the extent that such prohibition is rendered unenforceable under applicable law.
4. TRIAL PROGRAMS
Oracle may include additional Programs on the Hardware (e.g., Exadata Storage Server software). You are not authorized to use those Programs unless You have a license specifically granting You the right to do so; however, You may use those additional Programs for trial, non-production purposes for up to 30 days from the date of delivery provided that You may not use the trial Programs to provide or attend third party training on the content and/or functionality of the Programs. To use any of these Programs after the 30 day trial period, You must obtain a license for such Programs from Oracle or an authorized reseller. If You decide not to obtain a license for any Program after the 30 day trial period, You will cease using and promptly delete any such Programs from Your computer systems. Programs licensed for trial purposes are provided “as is” and Oracle does not provide technical support or offer any warranties for these Programs.
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5. TECHNICAL SUPPORT
5.1 Oracle Hardware and Systems Support acquired with Your order may be renewed annually and, if You renew Oracle Hardware and Systems Support for the same systems and same configurations, for the first and second renewal years the technical support fee will not increase by more than 4% over the prior year’s fees. 5.2 If ordered, Oracle Hardware and Systems Support (including first year and all subsequent years) is provided under Oracle’s Hardware and Systems Support Policies in effect at the time the technical support services are provided. You agree to cooperate with Oracle and provide the access, resources, materials, personnel, information, and consents that Oracle may require in order to perform the technical support services. The Oracle Hardware and Systems Support Policies are incorporated in this Schedule H and are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of technical support services provided during the period for which fees for Oracle Hardware and Systems Support have been paid. You should review the policies prior to entering into the order for technical support services. You may access the current version of the Oracle Hardware and Systems Support Policies at http://oracle.com/contracts.
5.3 Oracle Hardware and Systems Support is effective upon the Commencement Date of the Hardware or upon the effective date of the order if shipment of Hardware is not required.
6. HARDWARE-RELATED SERVICE OFFERINGS
In addition to technical support, You may order a limited number of Hardware-related Service Offerings under this Schedule H as listed in the Hardware-Related Service Offerings document, which is at http://oracle.com/contracts. You agree to provide Oracle with all information, access and full good faith cooperation reasonably necessary to enable Oracle to deliver these Service Offerings and You will perform the actions identified in the order as Your responsibility. If while performing these Service Offerings Oracle requires access to another vendor’s products that are part of Your system, You will be responsible for acquiring all such products and the appropriate license rights necessary for Oracle to access such products on Your behalf. Service Offerings provided may be related to Your license to use Products owned or distributed by Oracle which You acquire under a separate order. The agreement referenced in that order shall govern Your use of such Products.
7. AUDIT
Upon 45 days written notice, Oracle may audit Your use of the Operating System, Integrated Software and Integrated Software Options. You agree to cooperate with Oracle’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay, in accordance with Appendix A, Section 8J of DIR Contract No. DIR-TSO-2539, upon written notification any fees applicable to Your use of the Operating System, Integrated Software and Integrated Software Options in excess of Your license rights. If You do not pay, Oracle can end (a) Service Offerings (including technical support) related to the Operating System, Integrated Software and Integrated Software Options, (b) licenses of the Operating System, Integrated Software and Integrated Software Options ordered under this Schedule H and related agreements and/or (c) the General Agreement. You agree that Oracle shall not be responsible for any of Your costs incurred in cooperating with the audit.
8. ORDER LOGISTICS 8.1 Delivery, Installation and Acceptance of Hardware
8.1.1 You are responsible for installation of the Hardware unless You purchase installation services
from Oracle for that Hardware.
8.1.2 Oracle will deliver the Hardware to the delivery address specified by You on Your purchasing document or when Your purchasing document does not indicate a ship to address, the location specified on the order. The applicable country specific Hardware shipping terms are located in the
Order and Delivery Policies, which may be accessed at http://oracle.com/contracts.
8.1.3 Acceptance of the Hardware is deemed to occur upon customer notice of acceptance in accordance with section C of Appendix F of DIR-TSO-2539.
DIR-TSO-2539 Appendix I - Systems_OMA Schedule H (OMA-H) US Public Sector_v101912 Page 4 of 4
8.1.4 Oracle may make and invoice You for partial deliveries in accordance with Appendix A, Section 8I of DIR Contract No. DIR-TSO-2539.
8.1.5 Oracle may make substitutions and modifications to the Hardware that do not cause a material adverse effect in overall Hardware performance.
8.1.6 Oracle will use its reasonable commercial efforts to deliver the Hardware within a timeframe that is consistent with Oracle’s past practices regarding the amount and type of Hardware that You have ordered.
8.2 Transfer of Title
Title to the Hardware will transfer upon delivery.
8.3 Territory
The Hardware shall be installed in the country/countries that You specify as the delivery location on Your purchasing document or when Your purchasing document does not indicate a ship to address, the location specified in the order.
8.4 Pricing, Invoicing, and Payment Obligation
8.4.1 You may change a Hardware order prior to shipment subject to the then current change order fee as established by Oracle from time to time. The applicable change order fees and a description of allowed changes are defined in the Order and Delivery Policies, which may be accessed at
http://oracle.com/contracts.
8.4.2 In entering into payment obligations under an order, You agree and acknowledge that You have not relied on the future availability of any Hardware, Program or updates. However, (a) if You order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the General Agreement, if and when available, in accordance with Oracle’s then current technical support policies, and (b) the preceding sentence does not change the rights granted to You under an order and the General Agreement.
8.4.3 Hardware and Integrated Software Options fees are invoiced as of the respective Commencement Dates. 8.4.4 Hardware-related Service Offering fees are invoiced after performance of the Hardware-related Service Offering performance; specifically, technical support fees are invoiced quarterly in arrears. The period of performance for all Hardware-related Service Offerings is effective upon the Commencement Date of the Hardware or upon the effective date of the order if shipment of Hardware is not required.