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Technical Support and Services
10. Delete the last sentence of Section 6.2 in its entirety and replace it with the following: "You agree to defend and indemnify Oracle against any claim arising out of a violation of Your obligations under this Section 6.2." 11. Delete Section 6.3 in its entirety and replace it with the following: "You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, "Patches") necessary for the proper function and security of the Services, including for the Oracle Programs, as such Patches are generally released by Oracle as described in the Service Specifications. Oracle is not responsible for performance or security issues encountered with the Cloud Services that result from Your failure to accept the application of Patches that are necessary for the proper function and security of the Services, except for such issues that result solely from Oracle's delay in applying a Patch that You have timely accepted. Except for emergency or security related maintenance activities, Oracle will coordinate with You the scheduling of application of Patches, where possible, based on Oracle's next available standard maintenance window."
668
Fees, Expenses, and Invoicing
12. Delete Section 8.1 in its entirety and replace it with the following: "All fees payable to Oracle are due within forty-five (45) days from the invoice date. Once placed, Your order is noncancelable and the sums paid nonrefundable, except as provided in this Agreement or Your order. Unless You provide Oracle, in advance of the date taxes are due, with a certificate of tax exemption, You agree to pay any sales, value-added, or other similar taxes imposed by applicable law that Oracle must pay based on the Services You ordered, except for taxes based on Oracle's income. Also, You will reimburse Oracle for reasonable expenses related to providing any Professional Services which will be defined in an ordering document that must be executed by both parties. Fees for Services listed in an order are exclusive of taxes and expenses."
669
Termination and Renewal
13. Delete Section 9.1 in its entirety and replace it with the following: "Services provided under this Agreement shall be provided for the Services Period defined in Your order, unless earlier suspended or terminated in accordance with this Agreement or the order. If stated in the Service US-CSA-1857265_Amend 1_Q7325366_A. Viera (EchoSign) Page 2 of 8 Specifications, certain Cloud Services that are ordered will Auto Renew for additional Services Periods unless (i) You provide Oracle with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such Cloud Services, or (ii) Oracle provides You with written notice no later than one hundred twenty (120) days prior to the end of the applicable Services Period of its intention not to renew such Cloud Services. To the extent that the parties agree that additional terms are required to address successor services to the Cloud Services, those additional terms will be set forth in the ordering document pertaining to the corresponding Cloud Services." 14. Delete Section 9.4 in its entirety and replace it with the following: "If either of us breaches a material term of this Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If Oracle terminates the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. If the Agreement is in breach and a subsequent termination is not due to Your breach, You can receive a refund for unused prepaid fees. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered."
670
Miscellaneous Provisions and General Terms
23. Delete Section 19 in its entirety and replace it with the following: "Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice and You can receive a refund for any unused prepaid fees under the canceled orders. This Section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services."
676
Scope and Deliverables
24. Delete Section 22 in its entirety and replace it with the following: "You may not assign this Agreement or give or transfer the Services (including the Oracle Programs) or an interest in them to another individual or entity. Notwithstanding the preceding sentence, upon advance written notice to Oracle and provided that You have paid all fees due as of the date of assignment and that You are not in breach of this Agreement or any order hereunder, You may assign the entirety of your rights and obligations under this Agreement and the orders hereunder to an entity (the "Assignee") that is acquiring all or substantially all of Your assets and assuming all liabilities related to such assets (the "Assignment"); provided that, (a) You provide Oracle with all consents necessary for the Assignee to access Your Content, Your Applications, and any other of Your materials in Oracle's possession, (b) the Assignee must first agree in writing with Oracle that it (i) assumes all obligations and liabilities with respect to this Agreement and all ordering documents hereunder, and (ii) agrees to be bound by the terms and conditions of this Agreement and all ordering documents hereunder, and (c) the Assignment does not result in any change in Oracle's rights and obligations under this Agreement (including with respect to the Services), or expand, modify or otherwise alter any use or component of the Services or Services Environments provided under this Agreement. Following the Assignment, You shall immediately discontinue use of the Services acquired under this Agreement, including all ordering documents hereunder. All documentation and other materials received from Oracle relating to the Services will be immediately transferred from You to the Assignee. If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables, and if You decide to finance Your acquisition of the Services, You will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. The foregoing shall not be construed to limit the rights You may otherwise have with respect to Separately Licensed Third Party Technology licensed under open source or similar license terms."
677
Scope and Deliverables
The terms of this license agreement shall apply to any programs on the Oracle Price List ordered by Reuters Group between 1 January 2001 and 31 December 2003 (inclusive). You may order programs and technical support from us by submitting an order form referencing this license agreement. Each order shall constitute a separate license agreement and such license agreement shall include the terms and definitions in the relevant order form and the terms of the order you submitted to us and we accepted. Your order is not effective until accepted by us. If accepted, we will notify you. Upon our acceptance, we grant you the limited right to use the programs and any services you ordered solely for OLAv31/Reuters/Ref:43046/06Aug01 :unselected: PAGE 010 of 7 :unselected: :unselected: 1 the Reuters Group's business operations and subject to the terms of this license agreement, including the definitions below and the program documentation. You may allow your agents and contractors to use the programs for this purpose, subject to the terms of this license agreement. Program documentation is either shipped with the programs, or you may access the documentation online at http://docs.oracle.com. If ordered, annual technical support is provided under our technical support policies, which are subject to change and may contain additional terms, subject to the terms of the "Technical Support" section of this license agreement below. Services are provided based on the then current policies for the applicable services ordered. :selected: In the event of any conflict between Oracle License Terms 43046 which have been referenced in an order form and any shrink wrap or click wrap license which you may enter into in respect of the same transaction as part of the delivery process or otherwise, Oracle License Terms 43046 shall prevail. In the event of any conflict between these Oracle License Terms 43046 and the wording of any standard Oracle order form which references 43046 (i.e. not wording which is added to the order form in relation to the specific transaction such as in the special notes section) the terms of Oracle License Terms 43046 shall prevail. In the event that a member of the Oracle Group and a member of the Reuters Group have executed an order from on standard license terms of a member of the Oracle Group without referencing these Oracle License Terms number 43046, you may request that the license terms be replaced with these Oracle License Terms number 43046 with effect from the date of the original order form, except if (or to the extent that) Oracle License Terms number 43046 would contravene applicable mandatory local laws, and Oracle will not unreasonably withhold consent to such replacement. For the avoidance of doubt: (i) the parties agree it would not be reasonable for Oracle to withhold consent on the grounds that the executed license terms are more favourable to Oracle or a member of the Oracle Group than these Oracle License Terms number 43046; (ii) in no event shall the terms of Oracle License Terms 43046 supersede or replace the terms of the previously executed order form and license agreement in relation to pricing and payment. This agreement is governed by English law and both you and we agree to submit to the exclusive jurisdiction of the courts of England and Wales in any dispute relating to this agreement, any related Order Forms and any support under this agreement.
679
Scope and Deliverables
You may order trial programs, or we may include additional programs with your order which you may use for trial purposes only. 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 each program from. us. Programs licensed for trial purposes are provided "as is" and we do not provide. technical support or any warranties for these programs.
682
Termination and Renewal
If you materially breach the terms of this license agreement and fail to correct the breach within 30 days after we notify you, we may end this license agreement and your use of the relevant programs and technical support and other services. If we end this agreement as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to the end of this license agreement, as well as all sums remaining unpaid for programs and services ordered under this agreement. You agree that if you are in material default under this agreement or an Oracle Financing Division agreement related to your order, you may not use the programs or technical support or other services ordered. I
683
Miscellaneous Provisions and General Terms
If an entity in the Reuters Group is divested in part or in full or otherwise separated or becomes independent from the Reuters Group ("divested entity") such divested entity may use a portion of the licenses provided under the relevant order form for up to twelve months provided that the divested entity is not a competitor of ours and the divested entity agrees in writing to the terms of the relevant order form and this license agreement. During this period the divested entity may use the programs for either their business operations or your business operations. If the divested entity wishes to continue its use of the programs at the end of the time period specified above, the divested entity must execute a mutually agreeable ordering document with us which will govern its use of the programs.
684
Fees, Expenses, and Invoicing
All fees payable to us are due within 30 days of receipt of an invoice, and you also agree to pay any sales, value-added or other similar taxes which we must pay based on the programs, technical support or other services you ordered.
686
Agreements and Modifications
You agree that this license agreement and all documents referred to in it, together with your order are the complete agreement for the programs, technical support and other services ordered, and this license agreement supersedes all prior or contemporaneous agreements or representations concerning your order(s). If any term of this license agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.
689
Technical Support and Services
Technical support consists of Update Subscription Service, Product Support and/or other technical support services you may have ordered. Annual technical support is provided under our technical support policies, which are subject to change, but we agree that the level of service shall not materially decline during the twelve month support period. Technical support acquired with this order may be renewed annually, subject to our acceptance and for the initial two renewal years the technical support fee will not increase by more than 4% over the prior year's fees. You may access the latest version of our technical support policies at: http://oracle.com/support/index.html?policies.html. You may terminate the support under this license agreement if Oracle is in material breach of its obligations in relation to support and has failed to remedy the breach within 30 days of written notification of the breach. Desupport of Oracle programs is as specified in Oracle's desupport policies: A copy of Oracle's desupport policies as at the date of this agreement is attached to these license terms. You acknowledge that these policies are subject to change, provided however that we confirm that these policies remain applicable until August 1, 2002.
691
Miscellaneous Provisions and General Terms
You may register to become a registered licensee under the Escrow Umbrella Agreement between Oracle and the NCC as at the effective date hereof, by notifying Oracle and completing the necessary paperwork. Registration under the Escrow Umbrella Agreement is subject to payment of the NCC's standard charges for licensees under the agreement. Subject to the terms of the Escrow Umbrella Agreement you may obtain access to the source code of the programs for which you have registered if: i) Oracle ceases to trade, becomes or is adjudged insolvent; ii) Oracle assigns copyright and all other intellectual property rights in the licensed programs and the assignee fails to offer similar escrow protection within 120 days of the assignment; or iii) Oracle ceases to be in the business of supporting the licensed programs. OLAv31/Reuters/Ref:43046/06Aug01 0 :unselected: PAGE 070 of 7 :unselected: :unselected: .
693
Technical Support and Services
When Oracle's Product Division de-supports a specific version of a product, Oracle Support Services notifies the customer of the change in status of the product. Notification takes place 12-18 months in advance of de-supporting a product. The notification provides the customer with the exact timelines for which Product Support or Updates Subscription Services will continue for the specific product. This period of time is to allow customers to migrate to the later versions of the product. At the end of the notification period, standard Product Support or Updates Subscription Services are discontinued for the specific product version. For customers unable to migrate to a more current version of the product, there are 2 programs available to provide limited support - Extended Assistance and Extended Maintenance.
695
Technical Support and Services
Extended Assistance Support allows those customers with critical business needs to migrate their systems to Oracle supported products over an extended period of time. Extended Assistance Support is made available to currently supported customers who have an up-to-date Updates or Product Support agreement in place and who have paid all outstanding fees associated with those support services. Extended Assistance Support does not provide Oracle Development support for software errors and Oracle, therefore, strongly recommends that customers migrate to supported products as soon as possible to maintain the highest level of support for their Oracle products and stability for their systems. Oracle reserves the right to withdraw this program with 12 months written notice. Extended Assistance Support purchased with Oracle Product Support provides for telephone and electronic support consisting of: · Answering customer questions · Providing customers with known workarounds and already available fixes where possible · Maintaining a correct level of expertise within the Local Support Centre · Providing customers with migration plans to fully supported products Extended Assistance Support does not provide for: · Error correction support for new software problems after the development de-support date · Backporting of fixes · Certification with supported products, new operating system releases or new compilers · Escalation Support or guaranteed response times or skill availability · Help when Extended Assistance Support products have problems running with current supported products or new operating system versions Through Extended Assistance Support, Oracle Support Services makes reasonable efforts to help customers that are on functionally stable products or platforms for a maximum of 3 years after Customer Support ends. Note that over time, the skills and resources to support Extended Assistance Support products and platforms will be diminished. Extended Assistance Support means that Oracle will make reasonable efforts to solve any problems logged. Oracle guarantees that customers with an Extended Assistance agreement will have their TARs accepted and that Oracle will make every reasonable effort to resolve reported issues and problems. These guarantees are only valid on the condition that the required Support Services fees due are fully paid. Oracle cannot guarantee: · the availability of people with the required knowledge or experience · that the software is available or installed Copyright @2001 Oracle Corporation. All Rights Reserved. ----- 1 1 . the validity of any documentation or other sources of information · response times Oracle will try to help for a reasonable amount of time, but will not necessarily continue to work forever until a satisfactory solution is found. Oracle cannot necessarily give the same priority to Extended Assistance customers as provided to customers using supported products under the Oracle Support Services program.
696
Pricing and Quotes
Upon de-support of the version, product or platform, Extended Assistance Support is provided under the customer's existing Updates Subscription Service or Product Support contract. No additional charge is . paid for receiving Extended Assistance Support, but the customer must pay normal Updates or Product Support fees. Full Extended Assistance support may also be offered to customers with Updates plus Incident Support, per the guidelines for each of the Services.
697
Contractual Definitions and Interpretations
. As used in this Agreement, the following terms shall have the meanings set forth below. "Elite Products" shall mean Elite Enterprise Version 3.4 and any other versions of Elite Enterprise provided by Elite to Licensee. "Licensec Products" shall mean Oracle Legal Whitehill Enterprise, Oracle Legal Whitehill One, Oracle Legal Whitehill Prebill, Elite Document Studio and Elite Paperless Proforma. 2.
699
Termination and Renewal
4.1 Either party may terminate this Agreement at any time for convenience upon thirty (30) days notice. Elite may terminate this Agreement with notice to Licensee effective five (5) days following Licensee's receipt of such notice if Licensee breaches this Agreement and such breach, if capable of cure, is not cured within such five-day period. 4.2 Upon the termination of this Agreement, Licensee's license and right to use the Elite Products or any part thereof shall end immediately and Licensee shall return to Elite the Elite Products and any other documents, manuals, data, information or materials furnished by Elite, as well as any copies thereof and shall destroy any embodiments of these materials stored in or on a reusable electronic or similar medium, including but not limited to memory, disk packs. tape, and other peripheral devices, and document in writing such destruction. 5.
702
Agreements and Modifications
OSA Reference Number: UK-10797097-OSA-08-Sep-2008
704
Contractual Definitions and Interpretations
"You" and "your" refers to Reuters Limited (00145516), that has executed this agreement and ordered services from Oracle Corporation UK Limited ("Oracle"). Oracle will provide services to you under this agreement and an ordering document that you and Oracle sign. The term "services" refers to technical support, education, hosted/outsourcing services, consulting or other services, which you have ordered.
705
Fees, Expenses, and Invoicing
All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added, or other similar taxes imposed by applicable law that Oracle must pay based on the services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses.
708
Agreements and Modifications
You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services. Nothing in this agreement excludes or limits Oracle's liability for deceit or fraudulent misrepresentation. If any term of this 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 this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle document and no terms included in any such purchase order or other non-Oracle document shall apply to the services. This agreement and ordering documents 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 Oracle. Any notice required under this agreement shall be provided to the other party in writing. .
710
Miscellaneous Provisions and General Terms
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to services deliverables. You agree that such export control laws govern your use of services deliverables (including technical data) 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, program 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.
712
Miscellaneous Provisions and General Terms
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. 2. If while performing services Oracle requires access to other vendors' 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. 3. This agreement is governed by English law and you and Oracle agree to submit to the exclusive jurisdiction of and venue in the English courts for any dispute arising out of or relating to this agreement. 4. If you have a dispute with Oracle or if you wish to provide a notice under the Indemnification section of this agreement, or if you become subject to insolvency or other legal proceedings, you will promptly send written notice to: Oracle Corporation UK Limited, 510 Oracle Parkway, Thames Valley Park, Reading, Berkshire, RG6 IRA, Attention: Director of Legal Services, Legal Department. 5. A person who is not a party to this agreement has no rights under the Contract (Rights of Third Parties) Act of 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act. 6. You may not assign this agreement or give or transfer any services deliverables or an interest in them to another individual or entity. If you grant a security interest in any services deliverables, the secured party has no right to use or transfer those deliverables and if you decide to finance your acquisition of the services, you will follow Oracle's policies regarding financing which are at http:/oracle.com/contracts. UK-10797097-OSA-01-Jun-2005 GSVI Page 3 of 4 7. Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued.
713
Agreements and Modifications
This ISV Master Agreement ("agreement") includes the terms and definitions set out below and any orders you submit. This agreement is not effective until accepted by Oracle. If accepted, Oracle will notify you and the terms of this agreement will govern.
714
Contractual Definitions and Interpretations
"You" and "your" refer to the entity that has entered into this agreement with Oracle America, Inc. ("Oracle") to distribute Oracle's programs, hardware and/or services with the value added package including your wholly- and majority-owned subsidiaries that you bind to this agreement ("subsidiary"). You warrant that you have the authority to bind your subsidiaries to the terms of this agreement and any applicable order with Oracle and further warrant that you shall be responsible for a breach of such terms by your subsidiaries. The term "distribution addendum" refers to an addendum to this agreement specifying additional distribution terms for the various Oracle products and services that you may distribute. The term "distribution rights" refers to the right to distribute the programs, hardware, learning credits, and/or services to an end user with the value added package under the terms of this agreement and the applicable distribution addendum. The term "end user" refers to a third party that is authorized to use the programs and/or hardware for its own internal business operations subject to the terms of an end user license agreement, end user hardware agreement, and/or any distribution addendum, as applicable. End user shall not include any public sector entity. The term "end user agreement" refers to either an end user hardware agreement or an end user license agreement as defined in the applicable distribution addendum. The term "hardware" refers to the hardware equipment (including components, options and spare parts), operating system, integrated software and related software media listed in Oracle's price list. Hardware includes hardware documentation. Operating system and integrated software include any software updates acquired through technical support. Hardware or parts of it may be new or like new. The term "hardware documentation" refers to the hardware specifications, user manuals, and installation manuals. Hardware documentation is delivered with the hardware and/or provided online. The term "integrated software" refers to software embedded in the hardware which is essential to hardware functionality (e.g. firmware). The term "learning credit" is defined in the license definitions and rules, which are incorporated in this agreement and which are available at http://partner.oracle.com (log in, select Membership / Agreements & Policies). The term "Oracle Finance Division Contract" refers to 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 to Oracle under this agreement. The terms "Oracle PartnerNetwork" and "OPN" refer to Oracle's partner program which provides access to specified Oracle services, tools and resources. You can access the Oracle PartnerNetwork at http://partner.oracle.com. The term "Partner Ordering Policy" refers to Oracle's Partner Ordering Policy in effect at the time an order is submitted to Oracle which is incorporated into this agreement and is subject to change at Oracle's discretion. You may access the current version of the Partner Ordering Policy at http://partner.oracle.com (log in, select Membership / Agreements & Policies). ISV Master Agmt_v082411 POG 2/17/14 Page 1 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67 The term "programs" refers to the software products owned or distributed by Oracle including program documentation, and any program updates acquired through technical support, as further defined in a distribution addendum. The term "program documentation" refers to the program user manual and program installation manuals. Program documentation is delivered with the programs, or documentation may be accessed online at http://oracle.com/contracts. The term "public sector entity" is any government, legislature or decision making body, judiciary, instrumentality, department, or agency at any level (national, local, municipal or otherwise); entities managed, controlled or majority owned by government interests; public organizations or foundations of any kind (including political parties, political organizations, or political candidates); and any public international organization, such as, but not limited to, the International Red Cross, United Nations, or the World Bank. The term "services" refers to technical support, Oracle On Demand services (excluding CRM On Demand and any software as a service offering), or other services which you have ordered from Oracle. The term "technical support" consists of annual technical support services you have ordered for the programs and/or hardware consisting of any of the technical support levels defined in Oracle's technical support policies in effect at the time such technical support is ordered.
715
Procurement and Legal Information
You will place orders and reports in accordance with the applicable distribution addendum to this ISV Master Agreement. Each order placed must be complete and shall be subject to the terms of this agreement and the terms in the Partner Ordering Policy. You should review the Partner Ordering Policy prior to entering into the order for programs, hardware, learning credits and/or services. With each order for programs, hardware, learning credits and/or services you shall provide the information set out in the Partner Ordering Policy or the information in the required fields of any online ordering system and any other information required by Oracle for processing the order. Your order must be complete when submitted to Oracle and may not (a) require any concessions (including requiring Oracle to perform any obligations or to incur any liability not set forth in your order to Oracle) or (b) be changed after it is submitted to Oracle. Oracle reserves the right to accept or reject any order submitted by you in its sole discretion. Upon request, you will provide Oracle with a copy of the end user agreement and any amendments and documents that together with the end user agreement form the complete end user agreement, and any ordering documents or purchase agreements between you and the end user related to the order. You shall be responsible for removing from the end user agreement any pricing information and any other information you reasonably deem to be confidential. For programs, hardware and/or services, at a minimum you must provide information related to the programs, hardware and/or services, including but not limited to, the end user's name, the programs, hardware and/or services distributed, the number of users, the license levels, the license grant to the end user, any definitions related to licensing metrics, the date of the order, and any other information reasonably requested by Oracle. For learning credits, at a minimum, you must provide information related to the learning credits, including but not limited to, the end user's name, the learning credits distributed, the date of the order, and other information reasonably requested by Oracle. You agree to comply with Oracle's "Third Party Financing Notice - Financing for End-user Customer's Payment Obligation" dated February 15, 2011 whenever: (i) the acquisition of programs, hardware, and/or technical support is financed or leased, (ii) the end user agreement or order refers to any payments other than net 30 day payment terms, or (iii) a funder is placing the end user order with you or is responsible for payment under the end user order with you. You will ensure that the end user and any funder have received the Third Party Financing Notice, and where applicable, have acknowledged that they will comply with those terms. The term "funder" refers to a financial entity that provides financing or leasing to the end user for the programs, hardware and/or services subject to a funding contract between the funder and the end user. Oracle's "Third Party Financing Notice - Financing for End-user Customer's Payment Obligation" dated February 15, 2011 is subject to change at Oracle's discretion and can be accessed at http://partner.oracle.com (log in, select Membership / Agreements & Policies).
718
Fees, Expenses, and Invoicing
You may place an order for programs, hardware, learning credits, and/or services with Oracle Corporation or any local majority owned subsidiary of Oracle Corporation (both of which are referred to in this agreement as an "Oracle group company") or an Oracle VAD. If you are placing an order for hardware on an Oracle group company then Oracle will instruct you with which Oracle group company to place your order. You agree to pay the applicable Oracle group company or the appropriate Oracle VAD a fee for programs, hardware, learning credits, and/or services ordered and/or distributed as specified in the applicable distribution addendum and order. Fees for programs, hardware, learning credits, and/or services will be paid directly to the entity to which you submit the order. You will not be relieved of your obligation to pay any fees owed to the Oracle group company by the nonpayment of such fees by your end user. Oracle VADs and partners are free to determine the fees charged to partners and end users, respectively for program licenses, hardware, learning credits, and services. All fees payable to the applicable Oracle group company are due within 30 days from the invoice date. You agree to pay any freight charges for hardware in accordance with the Order and Delivery Policies which are available at http://partner.oracle.com (log in, select Membership / Agreements & Policies). You also agree to pay any sales, value- added, customs, levies or other similar taxes imposed by applicable law that the applicable Oracle group company must pay based on the programs, hardware, learning credits, and/or services you ordered, except for taxes based on Oracle's income. You agree and you will obtain your end users' written agreement that you and your end users have not relied on the future availability of any programs, hardware, learning credits, or services in entering into the payment obligations in the applicable order, however, (a) if you order technical support for programs and/or hardware for distribution to end users, the preceding sentence does not relieve Oracle of its obligation to provide updates to such end users, 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 your end users for any program licensed by Oracle under the applicable order per the terms ISV Master Agmt_v082411 POG 2/17/14 Page 4 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67 of the applicable order, the applicable distribution addendum and this agreement. Oracle reserves the right to check your credit rating periodically during the term of this agreement and to modify these payment terms in the event that there is a material change in your credit rating. Fees listed in this agreement or the applicable distribution addendum are exclusive of value added tax and/or similar sales taxes. Such taxes shall be charged at the appropriate rate by the applicable Oracle group company and shall be shown separately on the relevant invoice. Payments shall be in U.S. dollars or in the local currency designated by the applicable Oracle group company. Upon your submission of an order to the applicable Oracle group company, this payment obligation is non-cancelable, and the sum paid is nonrefundable, is not subject to set-off for any reason, and is not subject to the completion or occurrence of any event after the date your order is submitted to Oracle, other than the shipment of programs and/or hardware by Oracle if required and Oracle's obligation to provide annual technical support services to end users if ordered.
719
Termination and Renewal
This agreement shall begin on the effective date specified herein unless you accept the terms of this agreement online, in which case the effective date shall be as set forth in an email from Oracle confirming Oracle's acceptance of this agreement. The term of this agreement shall continue for 2 years. If your membership in the Oracle PartnerNetwork expires or is terminated, you will not be permitted to distribute programs, hardware, learning credits, and/or services until your membership is made current. When this agreement or any applicable distribution addendum expires or terminates, in order to keep distributing the programs, hardware, learning credits and/or services, you must execute the then current version of Oracle's distribution agreement or distribution addendum, as applicable, and the agreement and such distribution addendum will be subject to acceptance by Oracle, and Oracle may require you to complete certain training and assessment requirements to Oracle's satisfaction. If either of us breaches a material term of this agreement or a distribution addendum and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this agreement and the applicable distribution addendum. If Oracle ends this agreement and a distribution addendum as specified in the preceding sentence, you must pay within 30 days from notification of the termination all amounts which have accrued prior to such end, as well as sums remaining unpaid for programs, hardware, learning credits, and/or services received under this agreement and the applicable distribution agreement plus related taxes and expenses. If Oracle ends the license for a program under the Indemnification section, you must pay within 30 days from notification of the termination all amounts remaining unpaid for services related to such license which have accrued prior to such end plus related taxes and expenses. In addition, if Oracle terminates this agreement and/or any distribution addendum as provided under this section, Oracle also may terminate your Oracle PartnerNetwork agreement and your membership in the Oracle PartnerNetwork. Except for nonpayment of fees, the non-breaching party may agree, in its sole discretion, to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement or any distribution addendum, you may not place orders for and/or distribute the programs, hardware, learning credits, and/or services and Oracle has the right to cancel any orders that you have placed but that have not yet been shipped. You agree that if you have used an Oracle Finance Division Contract to pay for fees due under this agreement or a distribution addendum and you are in default under that contract, you may not distribute the programs, hardware and/or services that are subject to such contract. The end users' rights to use the programs and or learning credits, properly distributed by you under this agreement and the applicable distribution addendum shall survive termination of this agreement, unless such rights are otherwise terminated in accordance with the applicable end user agreement. Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment, ethical business practices, and others which by their nature are intended to survive.
721
Miscellaneous Provisions and General Terms
You acknowledge and agree that you and your owners, directors, officers, employees or agents have not, and will not, make or promise to make corrupt payments of money or anything of value, directly or indirectly, to any government or public international organization officials, political parties, or candidates for political office, or employee of a commercial customer or supplier, for the purpose of obtaining or retaining business or securing any improper advantage. You agree to accurately document all transactions related to this agreement and any distribution addendum, in your financial books, records, statements, and in reports or other documents provided to Oracle. You agree to comply with the terms of the Oracle Partner Code of Conduct and Business Ethics, which is available at http://partner.oracle.com (log in, select Membership / Agreements & Policies). You agree that the handling and disbursement of funds related to an Oracle transaction must be pursuant to a duly authorized Oracle written contract with clearly defined procedures. No undisclosed or unrecorded fund or asset related to any Oracle transaction may be established or maintained for any purpose. You agree that any violation of this section constitutes just cause for the immediate termination by Oracle of this agreement without any liability incurred by Oracle to you. You will also indemnify and hold Oracle, Oracle Corporation, and subsidiaries, parents and affiliates harmless from any claims, losses and liabilities resulting from any breach of any of your obligations under this section. The obligations under this section shall survive the termination or expiration of this agreement and any distribution addendum.
727
Agreements and Modifications
You agree that this agreement and applicable distribution addenda and the information which is expressly incorporated into this agreement and applicable distribution addenda by written reference (including reference to information contained in an URL or referenced policy), together with the applicable order, are the complete agreement for each order that you place with Oracle for programs, hardware, learning credits, and/or services, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs, hardware, learning credits, and/or services. Moreover, you agree that any rights you may have to distribute learning credits under any Oracle PartnerNetwork Education Distribution Agreement shall be replaced and superceded by the rights to distribute learning credits under this agreement and the applicable distribution addendum. If any term of this 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 this agreement. It is expressly agreed that the terms of this agreement, any distribution addendum, and any order with Oracle 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 to the programs, hardware, learning credits, and/or services ordered. This agreement, any distribution addendum, and any order with Oracle may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through an Oracle online ordering system by authorized representatives of you and of Oracle. Any notice required under this agreement or any distribution addendum shall be provided to the other party in writing.
728
Procurement and Legal Information
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs and hardware. You agree that such export laws govern your use of the programs (including technical data), hardware and any services deliverables provided under this 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, program, hardware 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 involved in the transfer, export or re-export of the programs and hardware: "These commodities, technology, software or hardware were exported in accordance with the U.S. Export Administration Regulations and applicable export laws. Diversion contrary to applicable export law is prohibited."
730
Miscellaneous Provisions and General Terms
1. This agreement is governed by the substantive and procedural laws of the State of California and you and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco, or Santa Clara counties in California in any dispute arising out of or relating to this agreement. 2. If you have a dispute with Oracle or if you wish to provide a notice under Section F (Indemnification) of this agreement, 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, USA, Attention: General Counsel, Legal Department. 3. You may not assign this agreement or give or transfer the programs, the operating system, the integrated software and/or any services ordered or an interest in them to another individual or entity. If you grant a security interest in the programs, the operating system, the integrated software and/or any services deliverables, the secured party has no right to use or transfer the programs, the operating system, the integrated software and/or any services. The foregoing shall not be construed to limit the rights you may otherwise have with respect to the linux operating system, third party technology or separate works licensed under open source or similar license terms. 4. Except for actions for nonpayment or breach of Oracle's proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued. 5. You agree that you will keep accurate books and records in connection with the activities under this agreement and any applicable distribution addenda. Upon 45 days written notice, Oracle may audit your distribution of the programs, hardware, learning credits and services and any other activities under this agreement and any applicable distribution addenda. Any such audit shall not unreasonably interfere with your normal business operations. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information including but not limited to relevant books, records, agreements, servers, technical personnel, and order reporting systems. Upon Oracle's request, you will also provide to Oracle a system generated list of the Oracle program licenses, hardware, learning credits and/or services distributed to end users under this agreement during the time period specified by Oracle and any supporting documentation requested by Oracle pursuant to the terms of Section D (Order Terms) for the purposes of validating the completeness and accuracy of your obligations under this agreement and any applicable distribution addenda. You agree to pay within 30 days of written notification any fees applicable to your distribution of the programs, hardware, learning credits and/or services in excess of your rights and any underpaid fees. If you do not pay, Oracle can end your technical support, licenses, services, the validity of any learning credits, and this agreement and/or may choose not to accept your application to renew this agreement at such time of renewal. Upon Oracle's request, you agree to audit end user(s) and report the findings to Oracle, or assign your right to audit end user(s) to Oracle. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with this audit. 6. The Uniform Computer Information Transactions Act does not apply to this agreement or any order hereunder. ISV Master Agmt_v082411 POG 2/17/14 Page 9 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67
731
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God, pandemic, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services and/or learning credits provided. The effective date of this Agreement shall be May 22, 2014 [to be completed by Oracle] THOMSON REUTERS US LLC PARTNER ADDRESS: PARTNER FAX NO .: Authorized Signature: Jennite Wall Name: Jennifer Wallen Title: Signature Date: Director, Sourcing Agreement No .: May 21, 2014 Metro center ORACLE AMERICA, INC. onestation place Stord Stamford, CT 06902 Authorized Signature Kaleï Kelly (May 22, 2014) Kalei Kelly Name: Kalei Kelly Title: Senior Deal Manager Signature Date: May 22, 2014 [to be completed by Oracle] US-OPN-MA-ISV-13093486-22-MAY-2014 ISV Master Agmt_v082411 POG 2/17/14 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified Page 10 EchoSign Transaction Number: X9KKW2LU3UQXJ67 ORACLE®
732
Contractual Definitions and Interpretations
For purposes of this addendum, insert the following as new definitions at the end of section A of the agreement, Agreement Definitions: The term "application package" refers to your application program, coupled with the application specific programs and distributed to an end user. You must complete a separate application package registration form for each application package. The term "application program" refers to an application program developed by you and specified in the applicable application package registration form which complies with the following requirements: (a) the application program must be generally commercially available to commercial customers; (b) the application program must be accompanied by end user documentation; and (c) the application program must be commercially available to multiple end users and must not be intended for the exclusive use of a specific end user or group. The term "application specific" refers to the programs that are limited to use within the scope of the application package, as defined in the applicable application package registration form, and that cannot be modified for use with any third party application excluding any application program interfaces predefined in your application program and identified in the application package registration form. The term "distribution rights" refers to the right to distribute the programs to an end user with the application program defined in an application package registration form in accordance with the terms of this addendum and the agreement. The term "end user license agreement" refers to a legally binding written agreement as further described in Section 6 (License Agreement). For the purposes of this addendum, the term "programs" refers to the software products owned or distributed by Oracle included on the Oracle Technology global price list and the Oracle MySQL global price list and specified on the application package registration form which you acquire pursuant to an Oracle PartnerNetwork Agreement with Oracle for development purposes, and which you are permitted to distribute under this agreement, including program documentation and any program updates acquired through technical support. The term "programs" does not include any Oracle programs which are not included on the Oracle Technology global price list or the Oracle MySQL global price list. You may access the Oracle Technology global price list and the Oracle MySQL global price list at http://partner.oracle.com (log in, select Membership / Agreements & Policies). Oracle may identify certain programs in the Oracle Technology global price list and the Oracle MySQL global price list as unavailable for distribution to end users or may advise you of the same via written notification. For the purposes of this -ISV Master ASFU Addendum_v082411 POG 5/13/2014 1 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67 addendum and the agreement, such programs shall be deemed to be excluded from the definition of programs and you shall have no right to distribute such programs.
734
Fees, Expenses, and Invoicing
You may place an order or submit a monthly report for programs and/or services with Oracle or an Oracle VAD. You agree to pay Oracle or an Oracle VAD a fee for programs and/or services ordered and/or distributed under this addendum and the agreement, as specified in the applicable order and/or report. Fees payable to Oracle for programs distributed to end users with the application package will be the fees set forth in the Application Package Registration Form which are based on the applicable Oracle global price list in effect at the time you issue a quote. To view the applicable Oracle global price list you must log into the Oracle PartnerNetwork web site at http://partner.oracle.com (log in, select Membership / Agreements & Policies). It is your responsibility to access the applicable Oracle global price list to obtain current information. If the applicable Oracle global price list changes after you issue a valid written quote for program licenses to an end user, for 90 days after the date you submit the quote to the end user, the fee applicable to the program licenses and/or services identified in the quote shall be based on the applicable Oracle global price list in effect on the date you submitted the quote to the end user. With regard to fees for technical support provided for perpetual or term licenses, you agree to pay Oracle a technical support fee as set forth in the Application Package Registration Form. Technical support may be available to the end user on the date you ship the application package, or the date you distribute the application package to the end user, if shipment is not required. If technical support is provided by you to an end user, you must pay technical support fees to Oracle and the term for which you must pay fees to Oracle for such technical support shall begin on the last day of the month in which the application package is shipped, or distributed if shipment is not required, and if renewed, on that date in each subsequent year thereafter. If the end user does not continuously maintain technical support for the application package, you will be required to pay reinstatement fees to Oracle in accordance with Oracle's current technical support policies if the end user wants to reinstate technical support. When ordering technical support from an Oracle VAD, you agree to pay an Oracle VAD as you and the Oracle VAD mutually agree. Fees for technical support are due and payable annually in advance. Except as provided herein, all fees payable to Oracle (including fees for annual technical support which you provide to end users) are due within 20 days of the last day of the month in which the application package is distributed to the end user. If you submit a purchase order to Oracle, fees payable under such purchase order are due within 30 days of the date of the purchase order.
740
Technical Support and Services
You are responsible for providing all technical support services and updates to distributors and end users. Any technical support questions Oracle receives from end users will be referred to you. You shall have the right to provide technical support for the programs to end users, including you or your affiliated entities if you have distributed the application package to you or such entities, provided (a) that you continually maintain your membership in the Oracle PartnerNetwork and maintain annual technical support for the development licenses that you acquire pursuant to your Oracle PartnerNetwork Agreement with Oracle and (b) subject to your payment to Oracle of the applicable annual fees for end user technical support set forth in Section 7 (Fees and Taxes) above. If you contract to provide or provide technical support services to an end user for an application package, including but not limited to providing any updates to the programs, then you must report such services to Oracle in accordance with Section 5 (Reporting) above and pay the applicable end user technical support fee. Technical support is effective upon shipment or delivery by you to the end user, or if shipment or delivery is not required, upon the effective date of the order with Oracle, unless otherwise stated in your order with Oracle. If your order was placed through the Oracle Store or other online ordering system, the effective date is the date your order was accepted by Oracle. Upon expiration of this addendum and/or the agreement, you may continue to provide technical support to end users provided that (a) this addendum and/or the agreement were not terminated due to your breach of a material term of this addendum or the agreement; (b) you continuously maintain your membership in the Oracle PartnerNetwork and thereby maintain technical support for the development licenses that you acquired pursuant to your Oracle PartnerNetwork Agreement with Oracle; and (c) you pay all applicable fees and comply with the reporting requirements set forth in this addendum and the agreement. After expiration of this addendum and/or the agreement, renewal fees for end user technical support shall be invoiced by Oracle annually in advance. Fees for technical support shall be due and payable in advance thirty (30) days from date of invoice. Annual technical support is provided under Oracle's technical support policies in effect at the time the services are provided. The technical support policies, incorporated in this addendum and the agreement, are subject to change at Oracle's discretion; however, Oracle will not materially reduce the level of services provided for supported program licenses 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 services. You may access the current version of the technical support policies at http://partner.oracle.com (log in, select Membership / Agreements & Policies). You or your distributor will be responsible for any assistance needed to install the application package at end user sites. You are responsible for providing all technical support, training and consultations to distributors and end users. Questions Oracle receives from end users will be referred to you. -ISV Master ASFU Addendum_v082411 POG 5/13/2014 5 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67
742
Termination and Renewal
This addendum shall begin on the effective date specified herein unless you accept the terms of this addendum online, in which case the effective date shall be as set forth in an email from Oracle confirming Oracle's acceptance of this addendum. The term of this addendum shall expire when the agreement expires or is terminated. The effective date of this Addendum shall be May 22, 2014 [to be completed by Oracle] THOMSON REUTERS ORACLE AMERICA, INC. US LLC metro center, one station place PARTNER ADDRESS: PARTNER FAX NO .: Stanford, CT 06902 Authorized Signature: Sennik Wall Authorized Sighe kur (May 22, 2014) Karei Kelly Name: Jennifer Walle Namekalei Kelly Title: Director, Sourcing Title:Senior Deal Manager Signature Date: May 21, 2014 Signature Date: May 22, 2014 Agreement No .: [to be completed by Oracle] US-OPN-MA-ISV-ASFU-13093486-22-MAY-2014 -ISV Master ASFU Addendum_v082411 6 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified POG 5/13/2014 EchoSign Transaction Number: X9KKW2LU3UQXJ67
743
Procurement and Legal Information
This registration form must be completed in its entirety by you. Any distribution rights granted will be limited to the application package detailed on this form and may not be combined with any additional functionality or additional application programs outside the scope of the application package as described below. A separate registration form is required for each application package that is functionally unique. Additional information on Oracle's Application Specific Full Use Licenses can be found on the Oracle PartnerNetwork website at http://partner.oracle.com. Once the registration form is complete and signed by you and Oracle, it will be attached to either (please mark the applicable executed document): :unselected: Application Specific Full Use Distribution Agreement signed by you and Oracle; or :selected: Application Specific Full Use Distribution Addendum to the ISV Master Distribution Agreement signed by you and Oracle. Whichever of the foregoing executed documents has been marked as the applicable document is the "agreement" governing this registration form. This registration form shall be in effect until the termination or expiration of the agreement unless a shorter term is provided for herein.
746
Hardware and Software Requirements
Oracle Programs (Please enter the name of each Oracle program included in the application package distributed to end users. Please ensure you enter the correct program name in its entirety.): Licensing Metric Oracle Programs Licensing Metric Oracle Programs Proc Oracle Database Standard Edition One Proc Oracle Database Standard Edition Proc Oracle Database Enterprise Edition OPN_ASFU APRF_v120213_«CC»_ENG (EchoSign enabled) Page 1 of 4 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67 :unselected: :unselected: :unselected:
748
Miscellaneous Provisions and General Terms
Please provide details of other existing contracts between you and Oracle for this application package: Full Use Distribution Contract Name / APRF ID Effective Dates to Embedded Software License Distribution Contract Name / APRF ID Effective Dates to Contract Name / APRF ID Effective Dates to Contract Name / APRF ID Effective Dates to Contract Name / APRF ID Effective Dates to Contract Name / APRF ID Effective Dates to
749
Fees, Expenses, and Invoicing
License Fees for ASFU Programs - Fees payable to Oracle for programs distributed to end users with the application package will be equal to 40% of the applicable license fee for each program based on the applicable Oracle global price list in effect at the time you issue a quote. Technical Support for ASFU Programs - Annual fees for end user technical support shall be 19% of the net license fees paid or payable to Oracle for the first year that end users contract for or obtain technical support from you. Thereafter, renewal fees for annual technical support services shall be subject to Oracle's then current technical support policies and the terms of the agreement. [Note to Deal Management: Correct these support fees if the partner is distributing Collaboration Programs or term licenses.] OPN_ASFU APRF_v120213_«CC»_ENG (EchoSign enabled) Page 2 of 4 Kalei Kelly E-signed 2014-05-22 05:26PM PDT kalei.kelly@oracle.com Senior Deal Manager :unselected: Document Integrity Verified EchoSign Transaction Number: X9KKW2LU3UQXJ67
750
Contractual Definitions and Interpretations
"You" and "your" refers to the individual or entity that has executed this agreement ("agreement") and ordered programs and/or services from Oracle America, Inc. ("Oracle") or an authorized distributor. The term "ancillary programs" refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered. The term "program documentation" refers to the program user manual and program installation manuals. The term "programs" refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support. The term "services" refers to technical support, education, hosted/outsourcing services, consulting or other services which you have ordered.
751
Contractual Definitions and Interpretations
This agreement is valid for the order which this agreement accompanies.
752
Miscellaneous Provisions and General Terms
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 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 from Oracle or an authorized distributor. 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.
756
Technical Support and Services
For purposes of the ordering document, technical support consists of annual technical support services you may have ordered 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 services are provided. The technical support policies, incorporated in this agreement, 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 during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts. Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date is the date your order was accepted by Oracle. 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. Liquent_OLSAv021910_July 2010 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.
758
Termination and Renewal
If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this agreement. If Oracle ends this agreement as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. If Oracle ends the license for a program under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used an Oracle Financing Division contract to pay for the fees due under an order and you are in default under that contract, you may not use the programs and/or services that are subject to such contract Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
759
Fees, Expenses, and Invoicing
All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the programs and/or services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. You agree that you have not relied on the future availability of any programs or updates in entering into the payment obligations in your ordering document; however, (a) if you order SULS for programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under your ordering document, 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 for any program licensed under your ordering document, per the terms of your ordering document and this agreement.
760
Agreements and Modifications
You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs and/or services. If any term of this 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 this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle document and no terms included in any such purchase order or other non-Oracle document shall apply to the programs and/or services ordered. This agreement and ordering documents 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 this agreement shall be provided to the other party in writing.
762
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures of your obligation to pay for programs delivered or services provided.
764
Contractual Definitions and Interpretations
To fully understand your license grant, you need to review the definition for the licensing metric and term designation as well as the licensing rules which are incorporated in and made a part of this agreement.
765
Contractual Definitions and Interpretations
Oracle Finance Division 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. 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, 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 Liquent_OLSAv021910_July 2010 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).
766
Reports and Documentation
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. 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.
767
Contractual Definitions and Interpretations
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.
768
Contractual Definitions and Interpretations
1.1. "Program" means the software in object code form distributed by Oracle for which Customer is granted a license pursuant to this Agreement, and the media, Documentation and Updates therefor. 1.2. "Documentation" means the user guides and manuals for installation and use of the Program software. Documentation is provided in CD-ROM or bound form, whichever is generally available. 1.3. . "Update" means a subsequent release of the Program which Oracle generally makes available for Program licenses at no additional license fee other than media and handling charges, provided Customer has ordered Technical Support for such licenses for the relevant time period. Update shall not include any release, option or future product which Oracle licenses separately. 1.4. "Order Form" means the document in hard copy or electronic form by which Customer orders Program licenses and services, and which is agreed to by the parties. The Order Form shall reference the Effective Date of this Agreement. :selected: 1.5. "Designated System" means the computer hardware and operating system designated on the relevant Order Form. 1.6. "Technical Support" means Program support provided under Oracle's policies in effect on the date Technical Support is ordered. . 1.7. "Commencement Date" means the date on which the Programs are delivered by Oracle to Customer, or if no delivery is necessary, the Effective Date set forth on the relevant Order Form.
770
Agreements and Modifications
i. to use the Programs solely for Customer's on operations the Designated System or on a backup system if the Designated System is inoperative, consistent with the use limitations specified or referenced in this Agreement, an Order Form, or the Documentation. Customer may not relicense, rent or lease the Programs or use the Programs for third-party training, commercial time-sharing or service bureau use; ii. to use the Documentation provided with the Programs in support of Customer's authorized use of the Programs; iii. to copy the Programs for archival or backup purposes, and to make a sufficient number of copies for the use specified in the Order Form. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies; iv. to modify the Programs and combine them with other software products; and V. to allow third parties to use the Programs for Customers operations so long as Customer ensures that use of the Programs is in accordance with the terms of this Agreement. Customer shall not copy or use the Programs (including the Documentation) except as specified in this Agreement or an Order Form. Customer shall have no right to use any other software program that may be delivered with ordered Programs. B. Customer agrees not to cause or permit the reverse disassembly engineering, or decompilation of the Programs, except to the extent required to obtain interoperability with other independently created software or as specified by law. C. Oracle shall retain all title, copyright and other proprietary rights in the Programs. Customer does not acquire any rights, express or implied, in the Programs, other than those specified in this Agreement. A. Customer may transfer a Program license within its organization upon notice to Oracle; transfers are subject to the terms and fees specified in Oracle's transfer policy in effect at the time of the transfer. B. Customer may not assign this Agreement or transfer a Program License to a legal entity separate from Customer without the prior 1 :selected:
772
Technical Support and Services
:selected:
773
Termination and Renewal
5.2. If not otherwise specified on the Order Form, this Agreement and each Program license granted under this Agreement shall continue perpetually unless terminated under this Article IV.
774
Termination and Renewal
Customer may terminate any Program license at any time; however, termination shall not relieve Customer's obligations specified in Section 4.4.
775
Termination and Renewal
Oracle may terminate this Agreement or any license upon written notice if Customer materially breaches this Agreement and fails to correct the breach within 30 days following written notice specifying the breach.
776
Customer Responsibilities and Expenses
D. Disclaimers THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY This Section shall not apply to taxes based on Oracle's income.
778
Agreements and Modifications
The fees listed in this Agreement do not include taxes; if Oracle is required to pay sales, use, property, value-added or other taxes based on the licenses or services granted in this Agreement or on Customer's use of Programs or services, then such taxes shall be billed to and paid by Customer. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the first address listed in the relevant Order Form (if to Customer) or to the Oracle address on the Order Form (if to Oracle). To expedite order processing, Customer agrees that Oracle may treat documents faxed by Customer to Oracle as original documents; nevertheless, either party may require the other to exchange original signed documents. -
780
Miscellaneous Provisions and General Terms
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
782
Miscellaneous Provisions and General Terms
The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Oracle's proprietary rights in the Programs, no action, regardless of form, arising out of this Agreement The Effective Date of this Agreement shall be May 29, 1997 may be brought by either party more than two years after the cause of action has accrued.
783
Contractual Definitions and Interpretations
"You" and "your" refers to the individual or entity that has executed this agreement ("agreement") and ordered programs and/or services from Oracle Corporation UK Limited ("Oracle") or an authorized distributor. The term "ancillary programs" refers to third party materials specified in the program documentation which may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered. The term "program documentation" refers to the program user manual and program installation manuals. The term "programs" refers to the software products owned or distributed by Oracle which you have ordered, program documentation, and any program updates acquired through technical support. The term "services" refers to technical support, education, hosted/outsourcing services, consulting or other services which you have ordered.
785
Contractual Definitions and Interpretations
You may place orders under this agreement for 3 years from the effective date of this agreement. .
786
Miscellaneous Provisions and General Terms
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 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 from Oracle or an authorized distributor. 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.
790
Technical Support and Services
For purposes of the ordering document, technical support consists of annual technical support services you may have ordered 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 services are provided. The technical support policies, incorporated in this agreement, 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 during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. You may access the current version of the technical support policies at http://oracle.com/contracts. Technical support is effective upon the effective date of the ordering document unless otherwise stated in your order. If your order was placed through the Oracle Store, the effective date is the date your order was accepted by Oracle. 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. 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.
792
Termination and Renewal
If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this agreement. If Oracle ends this agreement as specified in the preceding sentence, you must pay within 30 days all amounts which have accrued prior to such end, as well as all sums remaining unpaid for programs ordered and/or services received under this agreement plus related taxes and expenses. If Oracle ends the license for a program under the Indemnification section, you must pay within 30 days all amounts remaining unpaid for services related to such license plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement, you may not use those programs and/or services ordered. You further agree that if you have used an Oracle Financing Division contract to pay for the fees due under an order and you are in default under that contract, you may not use the programs and/or services that are subject to such contract. Provisions that survive termination or expiration are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
793
Fees, Expenses, and Invoicing
All fees payable to Oracle are due within 30 days from the invoice date. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Oracle must pay based on the programs and/or services you ordered, except for taxes based on Oracle's income. Also, you will reimburse Oracle for reasonable expenses related to providing the services. Fees for services listed in an ordering document are exclusive of taxes and expenses. You agree that you have not relied on the future availability of any programs or updates in entering into the payment obligations in your ordering document; however, (a) if you order SULS for programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under your ordering document, 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 for any program licensed under your ordering document, per the terms of your ordering document and this agreement.
794
Agreements and Modifications
You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable ordering document, are the complete agreement for the programs and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such programs and/or services. Nothing in this agreement excludes or limits Oracle's liability for deceit or fraudulent misrepresentation. If any term of this 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 this agreement. It is expressly agreed that the terms of this agreement and any Oracle ordering document shall supersede the terms in any purchase order or other non-Oracle document and no terms included in any such purchase order or other non-Oracle document shall apply to the programs and/or services ordered. This agreement and ordering documents 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 this agreement shall be provided to the other party in writing.
796
Miscellaneous Provisions and General Terms
Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party's obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for programs delivered or services provided.
798
Contractual Definitions and Interpretations
To fully understand your license grant, you need to review the definition for the licensing metric and term designation as well as the licensing rules which are listed below. Adapter: is defined as each software code interface, installed on each Oracle Internet Application Server Enterprise Edition, which facilitates communication of information between each version of a third party software application or system and Oracle programs. $M Annual Transaction Volume: is defined as one million U.S. dollars (670,300 Pounds Sterling) 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 (670,300 Pounds Sterling) 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 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 iSupplier Portal, Oracle Services Procurement, PeopleSoft eSupplier Connection, PeopleSoft Strategic Sourcing and JD Edwards Supplier Self Service programs, use by your external suppliers is included with your application user licenses. 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. UK_OLSA_v121510 5 of 22 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. 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. 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. 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 (670,300 Pounds Sterling) 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. For the purposes of the following program: Oracle Utilities Customer Care and Billing Application Workbench, you may copy, install and use such program running on a CPU solely for development purposes. 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. 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 Order Management application from any source (not manually entered by licensed Order Management Users, Professional Users 2003, or Professional Users 2003 - External) 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 UK_OLSA_v121510 6 of 22 number of order lines during any 12 month period. Employee: is defined as all of your full-time, part-time, temporary employees and all of your agents, contractors and consultants. 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, all of the company's full-time, part- time, temporary employees and agents, contractors and consultants that are providing the outsourcing services for you must be counted for the purposes of determining the number of Employees. 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: Enterprise Employee is defined as all of your full-time, part-time, temporary employees and all of your agents, contractors and consultants. 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, all of the full-time, part-time, temporary employees and agents, contractors and consultants that are providing the outsourcing services for you must be counted for the purposes of determining the number of Enterprise Employees. 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: 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 (670,300 Pounds Sterling) 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 (670,300 Pounds Sterling) 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 UK_OLSA_v121510 7 of 22 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 (670,300 Pounds Sterling) 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 (670,300 Pounds Sterling) 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 (670,300 Pounds Sterling) 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. 1K Invoice Line: is defined as one thousand 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. UK_OLSA_v121510 8 of 22 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 (670,300 Pounds Sterling) 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. 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) for the term specified on the order. 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. At the end of the specified term, you may renew your subscription, if available, at the then current fees for the applicable subscription. Named User Plus / Named User: is defined as an individual authorized by you to use the programs which are installed on a UK_OLSA_v121510 9 of 22 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 Hosts, 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 and Provisioning and Patch Automation Pack, 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 Siebel, Load Testing Accelerator for Oracle E-Business Suite and Load Testing Accelerator for Application Development Framework Applications, each emulated human user and non human operated device shall be considered as a virtual user and shall be counted for the purposes of determining the number of Named User Plus 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 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 program: Oracle GoldenGate for Mainframe, 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 licenses required.' For the purposes of the following program: 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 licenses required. 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. Order Management 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. Order Management Users are allowed to manually enter orders directly into the programs but any orders entered electronically from other sources must be licensed separately. Orders: is defined as the total number of distinct orders for all programs that are a part of Electronic Orders, entered electronically (not manually entered by licensed professional users) through EDI, XML or other electronic means including purchase orders transmitted from Oracle Purchasing, during a 12 month period. You may not exceed the licensed number of UK_OLSA_v121510 10 of 22 orders during any 12 month period. 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, 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 Hosts, 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, Grid Engine, Provisioning and Patch Automation Pack, Ops Center Virtualization Management Pack and Oracle VM Management Pack, 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 and Application Management Suite for JDEdwards EnterpriseOne, all processors on which the middleware and/or database software that support the respective application program are 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 and Application Adapter for Data Integration, Informatica PowerCenter and PowerConnect Adapters, Application Adapters for Data Integration, 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 program: Audit Vault Collection Agent, only the processors of the database sources from UK_OLSA_v121510 11 of 22 . .... .. which audit data is collected 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 programs: Oracle GoldenGate, and Oracle GoldenGate for Mainframe, 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 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. $M in Revenue: is defined as one million U.S. dollars (670,300 Pounds Sterling) 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 (670,300 Pounds Sterling) 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. UK_OLSA_v121510 12 of 22 For the purposes of the Oracle Healthcare Master Person Index program, a record is defined as the total number of unique person or party database records stored in such program. A person or a party database record is a unique person (i.e., physical person) record which is stored in the Oracle Healthcare Master Person Index program. 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. 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. 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. 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 (607.30 Pounds Sterling) increment of your gross annual revenue as reported to the SEC in your annual report or the UK_OLSA_v121510 13 of 22 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.
799
Reports and Documentation
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. 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 (670,300,000 Pounds Sterling) of your latest published or internally available "Total Asset Value" defined per GAAP policies 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). For JD Edwards World Purchase Card Management, a unique transaction is defined as a single charge processed by the program. 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 Employee: is defined as an active employee of yours. (Note: The value of these applications is determined by the size of the active employee population and not the number of actual users. Therefore, all of your active employees must be included in your order when licensing these applications). UPK Employees may view and interact with simulations and documentation but may not create or modify simulations or documentation. UPK Module: is defined as the functional software component described in the product documentation UK_OLSA_v121510 14 of 22 UPK 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. UPK Users may view and interact with simulations and documentation but may not create or modify simulations or 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.
800
Contractual Definitions and Interpretations
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 Hosting Term: A program license specifying a 1 Year Hosting Term 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. A program license specifying a 1 Year Hosting Term may only be used for providing internet hosting services. 1 Year Oracle Hosted Term: A program license specifying a 1 Year Oracle Hosted Term 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. A program license specifying a 1 Year Oracle Hosted Term must be hosted by Oracle.com via Computer and Administration services. 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.
801
Agreements and Modifications
Effective Date: 20-MAY-11 User (individual or company): THOMSON ELITE This Network Access Agreement ("Agreement") is made by and between Oracle America, Inc., 500 Oracle Parkway, Redwood City, California 94065 USA, for and on behalf of itself and its subsidiaries and affiliates under common control ("Oracle") and the "User" identified above. Oracle and User agree as follows:
809
Hardware and Software Requirements
Oracle agrees to provide User and its authorized employees and contractors ("Authorized Personnel") access to and use of certain hardware and software components of Oracle's corporate network (the "Network") as set forth in the applicable Project Exhibit. User will not attempt to access or use or permit access to any Oracle networks or systems other than as set forth in the applicable Project Exhibit. User will permit access to and use of the Network only by Authorized Personnel and only for legitimate business purposes as further specified in the relevant Project Exhibit. User shall be liable for the actions or omissions of Authorized Personnel in accessing and using the Network.
810
Project Objectives and Key Personnel
User agrees to take all reasonable steps to prevent improper or unauthorized access to or use of the Network. User agrees (i) to provide prompt notice to Oracle of any Authorized Personnel who have ceased being employed by or under contract to work for User, (ii) to terminate access to and use of the Network by such individuals, and (iii) to provide prompt notice to Oracle when a project or engagement described in a Project Exhibit ends and/or when access under a Project Exhibit is no longer required.
812
Termination and Renewal
This Agreement (including any related Project Exhibit) may be terminated by either party at any time, without cause, by providing fifteen (15) days' written notice to the other party. In addition, each Project Exhibit will terminate immediately upor conclusion of the project described therein. Upon termination or expiration of the Agreement or the Project Exhibit(s), whichever occurs first, User shall immediately cease, and shall ensure that Authorized Personnel immediately cease, all access to and use of the Network. The parties' rights and obligations under Sections 5, 7, 8, and 10 shall survive termination of this Agreement.
813
Agreements and Modifications
This Agreement may not be assigned or transferred by User without the prior written approval of Oracle. User may not delegate its responsibilities or obligations hereunder without the prior written approval of Oracle.
818
Miscellaneous Provisions and General Terms
In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.
821
Hardware and Software Requirements
Forecaster, Scheduler, Tracker c $51,350 $8,775 Lucent CMS Report Capture module d 5,500 Agent Productivity (AP) for Lucent CMS e 15,500 2,325 Real-Time Adherence (RTA) for Lucent CMS f 39,000 5,850 Interactive Agent (IA) g 45,000 6,750 Total $156,350 $23,700 Customer is responsible for any sales or other tax payments. Payment terms are as follows: 20% of the total purchase price will be invoiced on receipt of a purchase order; 30% for each licensed Software item will be invoiced upon delivery of that item. Payment for each of these invoices is due 30 days from the date of the invoice. The remaining 50% for each licensed software item will be due within 30 days of Acceptance of that item. Acceptance is defined as successful completion of the TCS System Functional Acceptance Test.
823
Miscellaneous Provisions and General Terms
a The multi-user version supports Ethernet or Token Ring LANs with DOS/Windows-based workstations and a central file server. Customer is responsible for providing login access for additional department personnel. Customer is responsible for support and maintenance of the hardware platform and the LAN operating system. b Customer receives all updates to the standard Software and telephone support from the TMG Help Desk. Customer either provides a toll-free, inbound phone line or allows modem dial-back access for TMG personnel to connect to Customer's site for on-line support. Annual fees, payable in advance, commence the fourth month after installation. c This pricing provides a license for a single administrative department and is valid for up to 750 agents and eight (8) concurrent users. A license for use by additional departments will require additional fees to cover license, training, and support for additional users. The purchase price includes a Forecasting Parameter Setup for one agent group, Software installation assistance, initial training on site, two follow-up training sessions (one at TMG and one either on site or at TMG), and a license for a server and additional workstations. All travel expenses of TMG personnel are covered in this price. Up to four trainees may attend each training session. All training sessions will need to be completed within 120 days of Software installation. TMG will endeavor to deliver the SeriesFive version of Forecasting, Scheduling, Tracking to Customer by September 15, 1998 but no later than October 31, 1998. If TMG is not able to deliver the Software by October 31, 1998, TMG will reimburse Customer for fees already paid excluding fees for any services that may have been rendered not to exceed $7,500. 36 Seats sistead - Trouver PIAT. n. 2/9/98 ₸ -
824
Customer Responsibilities and Expenses
West Group 5410 Maryland Way
825
Miscellaneous Provisions and General Terms
Barb Murray 610 Opperman Drive Brentwood, Tennessee 37027
826
Miscellaneous Provisions and General Terms
615-221-6800 (Phone)
827
Miscellaneous Provisions and General Terms
Eagan, Minnesota 55123 615-221-6810 (Fax)
828
Hardware and Software Requirements
612-687-7010
829
Procurement and Legal Information
This Thomson Reuters (Markets) LLC Software License and Services Agreement, US-NMA-1864855 (the "Mirror Agreement") is made effective August 31, 2018 (18 be completed by Oracle) by and between Thomson Reuters (Markets) LLC ("You") and Oracle America, Inc. ("Oracle"). WHEREAS, Thomson Reuters Corporation ("Thomson Reuters Corporation") is divesting its majority interest in Thomson Reuters (Markets) LLC; and WHEREAS, You and Oracle have agreed to replicate certain terms of the Software License and Services Agreement between Oracle and Thomson Reuters Holdings Inc. (SLSA-1025104-30-MAY-97) dated May 29, 1997, and Amendments One through Six only thereto (the "SLSA") and to incorporate certain terms of the SLSA into a new Mirror Agreement between You and Oracle. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Subject to the modifications below, the parties agree that the SLSA (a copy of which is attached hereto as
830
Contractual Definitions and Interpretations
1.1. "Program" means the software in object code form distributed by Oracle for which Customer is granted a license pursuant to this Agreement, and the media, Documentation and Updates therefor. 1.2. "Documentation" means the user guides and manuals for installation and use of the Program software. Documentation is provided in CD-ROM or bound form, whichever is generally available. 1.3 "Update" means a subsequent release of the Program which Oracle generally makes available for Program licenses at no additional license fee other than media and handling charges, provided Customer has ordered Technical Support for such licenses for the relevant time period. Update shall not include any release, option or future product which Oracle licenses separately. 1.4. "Order Form" means the document in hard copy or electronic form by which Customer orders Program licenses and services, and which is agreed to by the parties. The Order Form shall reference the Effective Date of this Agreement. 1.5. "Designated System" means the computer hardware and operating system designated on the relevant Order Form. 1.6. "Technical Support" means Program support provided under Oracle's policies in effect on the date Technical Support is ordered. 1.7. "Commencement Date" means the date on which the Programs are delivered by Oracle to Customer, or if no delivery is necessary, the Effective Date set forth on the relevant Order Form.
832
Technical Support and Services
3.1. Technical Support Services 3.2. Consulting and Training Services 3.3. Incidental Expenses
834
Termination and Renewal
4.1. Term 4.2. Termination by Customer Customer may terminate any Program license at any time; however, termination shall not relieve Customer's obligations specified in Section 4.4. 4.3. Termination by Oracle 4.4. Effect of Termination Technical Support services ordered by Customer will be provided under Oracle's Technical Support policies in effect on the date Technical Support is ordered. You may access the current version of the technical support policies at http://oracle.com/contracts. Oracle will provide consulting and training services agreed to by the parties under the terms of this Agreement. All consulting services shall be billed on a time and materials basis unless the parties expressly agree otherwise in writing. For any on-site services requested by Customer, Customer shall reimburse Oracle for actual, reasonable travel and out-of-pocket expenses incurred. Orders may be placed under this Agreement for three years from the Effective Date unless terminated under this Article IV. If not otherwise specified on the Order Form each Program license granted under this Agreement shall continue perpetually unless terminated under this Article IV. Oracle may terminate this Agreement or any license upon written notice if Customer materially breaches this Agreement and fails to correct the breach within 30 days following written notice specifying the breach. Termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under any Order Form. The parties' rights and obligations under Sections 2.1.B, 2.1.C, and 2.2.B, and Articles IV, V, VI and VII shall survive termination of Agreement. this Upon termination, Customer shall cease using, and shall return or destroy, all copies of the applicable Programs.
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Fees, Expenses, and Invoicing
6.1. Invoicing and Payment 6.2. Taxes
837
Miscellaneous Provisions and General Terms
7.1. Nondisclosure WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Oracle does not warrant that the Programs will operate in combinations other than as specified in the Documentation or that the operation of the Programs will be uninterrupted or error-free. Pre-production releases of Programs and computer-based training products are distributed "AS IS." For any breach of the warranties contained in Section 5.2, Customer's exclusive remedy, and Oracle's entire liability, shall be: A. For Programs The correction of Program errors that cause breach of the warranty, or if Oracle is unable to make the Program operate as warranted, Customer shall be entitled to terminate the Program license and recover the fees paid to Oracle for the Program license. B. For Media The replacement of defective media returned within 90 days of the Commencement Date. C. For Services The reperformance of the services, or if Oracle is unable to perform the services as warranted, Customer shall be entitled to recover the fees paid to Oracle for the unsatisfactory services. All fees shall be due and payable 30 days from the invoice date. Any amounts payable by Customer hereunder which remain unpaid after the due date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid. Customer agrees to pay applicable media and shipping charges. Customer shall issue a purchase order, or alternative document acceptable to Oracle, on or before the Effective Date of the applicable Order Form. The fees listed in this Agreement do not include taxes; if Oracle is required to pay sales, use, property, value-added or other taxes based on the licenses or services granted in this Agreement or on Customer's use of Programs or services, then such taxes shall be billed to and paid by Customer. This Section shall not apply to taxes based on Oracle's income. By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Programs, the terms and pricing under this Agreement, and all information clearly identified as confidential. A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. Customer shall not disclose the results of any benchmark tests of the Programs to any third party without Oracle's prior written approval. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of two years after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 7.2. Governing Law This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California. 7.3. Jurisdiction Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco or San Mateo County, California. Oracle and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. 7.4. Notice All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the first address listed in the relevant Order Form (if to Customer) or to the Oracle address on the Order Form (if to Oracle). To expedite order processing, Customer agrees that Oracle may treat documents faxed by Customer to Oracle as original documents; nevertheless, either party may require the other to exchange original signed documents. 7.5. Limitation of Liability In no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Oracle's liability for damages hereunder shall in no event exceed the amount of fees paid by Customer under this Agreement, and if such damages result from Customer's use of the Program or services, such liability shall be limited to fees paid for the relevant Program or services giving rise to the liability. The provisions of this Agreement allocate the risks between Oracle and Customer. Oracle's pricing reflects this allocation of risk and the limitation of 7.9. liability specified herein. 7.6. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 7.7. Waiver The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Oracle's proprietary rights in the Programs, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued. 7.8. Export Administration Customer agrees to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to assure that neither the Programs nor any direct product thereof are (1) exported, directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Entire Agreement This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement. It is expressly agreed that the terms of this Agreement and any Order Form shall supersede the terms in any Customer purchase order or other ordering document. This Agreement shall also supersede all terms of any unsigned or "shrinkwrap" license included in any package, media, or electronic version of Oracle-furnished software and any such software shall be licensed under the terms of this Agreement, provided that the use limitations contained in an unsigned ordering document shall be effective for the specified licenses. The Effective Date of this Agreement shall be August 31, 2018TO BE COMPLETED BY ORACLE).
838
Agreements and Modifications
ORACLE CONTRACT INFORMATION This Amendment Two amends the Software License and Services Agreement, dated May 29, 1997, and all amendments and addenda thereto (the "Agreement") between Thomson Reuters (Markets) LLC ("Customer") and Oracle USA, Inc. ("Oracle"). The parties agree to amend the Agreement as follows: 1. Section 7.1 Nondisclosure Delete Section 7.1 in its entirety and replace with the following: "By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to: the Programs; the terms and pricing under this Agreement; all information clearly identified as confidential; any records or data stored in Customer's computers; any of Customer's financial information; any information regarding Customer's customers; the parties' present or proposed products; product developments, plans, pricing, strategies, finances, employees, employee compensation, sales, customers, and marketing or sales techniques; supplier/vendor lists; price lists and pricing information of either party; and Customer's consumer databases. Customer shall only disclose to Oracle that Confidential Information that is necessary (i) for Oracle's performance under this Agreement or (ii) for Customer to discuss with Oracle in order for Customer to determine if it wishes to purchase additional Program licenses and/or services from Oracle under this Agreement. A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is approved for disclosure in writing by an authorized signatory of the disclosing party. Customer shall not disclose the result of any benchmark tests of the Programs to any third party (i.e., an entity other than an entity defined as Customer in the introductory paragraph of this Agreement) without Oracle's prior written approval. Page 1 of 3 The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of five (5) years after termination of this Agreement. The parties agree, unless required by law, not to make each other's Confidential Information available in any form to any third party (i.e. an entity other than an entity defined as Customer in the introductory paragraph of this Agreement) for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Moreover, each party's employees and agents will be bound by nondisclosure terms substantially similar to those of this Section 7.1. At the written request of the disclosing party, the receiving party will return or certify the destruction of the Confidential Information that was given to it by the disclosing party. If either party receives a subpoena or other validly issued administrative or judicial process demanding Confidential Information of the other party, then, if permitted by law, the recipient will use reasonable efforts to promptly notify the other party of such demand. The other party may, at its sole expense, seek to limit, quash or extend such demand. Unless such demand shall have been timely quashed, the recipient shall therefore comply with such demand including extensions or limitations thereto, if any, ordered under such administrative or judicial process. The parties acknowledge that a receiving party's breach of this Section 7.1 may result in irreparable harm not compensable by monetary damages. Therefore, if a party violates or threatens to violate this Section 7.1, the other party may seek equitable relief against the party who has breached or threatened to breach this Section 7.1. This remedy does not operate to limit any other rights or remedies of the parties hereto. The parties agree that no licenses, trademarks, inventions, copyrights, patents, or other proprietary rights are implied or granted under this Section 7.1. Further, nothing in this Section 7.1 will be construed to preclude either party from developing, using, marketing, licensing, and/or selling any software or data processing material developed without reference to the Confidential Information that is similar or related to the Confidential Information." 2. Section 7.5 Limitation of Liability In Section 7.5, delete the second sentence of the section in its entirety, and replace it with the following: "Except for the exclusive remedy for infringement set forth in section 5.1, Oracle's liability for damages hereunder shall in no event exceed the amount of fees paid by Customer under this Agreement, and if such damages result from Customer's use of the Program or services, such liability shall be limited to fees paid for the relevant Program or services giving rise to the liability." Page 2 of 3 3. Add a New Section 7.12 as follows: "7.12 Relationship Between the Parties This Agreement does not create a partnership, joint venture, employee/employer relationship, or franchisee/franchisor relationship between the parties." 4. All references to "Oracle Corporation" shall be deleted and replaced with "Oracle USA, Inc." Subject to the modifications herein, the Agreement shall remain in full force and effect. The Effective Date of this Amendment Two is August 31, 200be completed by Oracle). Page 3 of 3 ORACLE®
840
Agreements and Modifications
ORACLE CONTRACT INFORMATION This Amendment Three amends SLSA-1025104-30-MAY-97, dated May 29, 1997, and all amendments and addenda thereto (collectively, the "Agreement") between Thomson Reuters (Markets) LLC and Oracle USA, Inc. ("Oracle"). The parties agree to amend the Agreement as follows: 1. Section 7.2 Governing Law Delete Section 7.2 Governing Law in its entirety and replace with the following: "This Agreement, and all matters arising out of the or relating to this Agreement, shall be governed by the laws of the State of New York, without regard to its conflict of law principles." Subject to the modification herein, the Agreement shall remain in full force and effect. The Effective date of this Amendment Three is .August 31, 2018 (to be completed by Oracle). Page 1 of 1 ORACLE®
841
Agreements and Modifications
ORACLE CONTRACT INFORMATION This Amendment Four amends SLSA-1025104-30-May -97, dated May 29, 1997, and all amendments and addenda thereto (collectively, the "Agreement") between Thomson Reuters (Markets) LLC ("you/your or Customer") and Oracle America, Inc. (as successor in interest to Oracle USA, Inc., hereinafter "Oracle"). The parties agree to amend the Agreement as follows: 1. Section I Definitions a. In Section 1.4, Change "Orders Form" to "Order Form / Ordering Document" b. Delete Section 1.5 Designated Systems in its entirety and replace with the following: "Designated System" means to use the Programs solely for Customer's internal business operations on Customer's system(s) or on a backup system if the system is inoperative, consistent with the use limitations specified or referenced in this Agreement, an Order Form, or the Documentation." c. Create a new Section 1.9 as follows: "Outsourcer" means a third party in the business of providing data processing, facilities, management, systems integration, and systems development, telecommunications, or related services." 2. Section 2.1 Rights Granted a. Delete Section 2.1 .A.i. and replace with the following: "i. to use (i.e., install, execute, configure, populate, access, adapt, modify, employ, perform, display and copy) the Programs solely for the Customer's internal business operations and subject to the terms of this Agreement and the applicable Order Form, including the definitions and rules set forth in the Order Form, and the Documentation." b. Delete Section 2.1 .Ai. and replace with the following: "Customer may change the site at which Programs and any other software provide by Oracle are installed, to any of Customer's production systems irrespective of the physical location of such systems. Such change: 1) shall be at Customer's sole discretion; 2) shall not be subject to additional costs from Oracle; and 3) shall not affect Customer's rights under this Agreement (e.g., Section V)." c. Delete Section 2.1 .A.v. and replace with the following: "to allow employees, agents, consultants, contractors, and third parties, including, without limitations, Outsourcers, (authorized and enable by Customers to use the Programs in performance of their duties for Customer's operations so long as Customer ensures that such use of Programs is in accordance with the terms of this Agreement. For clarification, Customer may use the Outsource to provide outsourcing services, solely for the purpose of outsourcing the processing of Customer's data pursuant to the Agreement. Customer's use of Outsourcer will not alter Customer's obligation under this Agreement, and Customer will be liable for all acts of omissions of an Outsourcer as if such acts or omissions were Customer's acts or omissions and a breach by Outsourcer of the terms of this Agreement and / or the related Order Form Page 1 of 3 shall be deemed a breach of Customer of such term(s). Use of Outsourcer shall be construed as an assignment, sublicense or novation of the rights under this Agreement to Outsourcer." d. Add the following as a new Section 2.1 .D of the Agreement: "If Oracle makes successor products available for the Programs ("New Software") that includes substantially similar functionality and features as a Program for which Customer has purchased a Program license ("Old Software"), Oracle will provide Customer with a migration path from the Old Software to the New Software and the rights to Use the New Software under the Agreement and the applicable Ordering Document at no charge, provided that (i) Customer is current on technical support for the Old Software; (ii) this right shall only apply to New Software that is available in production release status on the operating system identified by Customer at the time of request; and (iii) Oracle is currently making available, at no charge, such migration path from the Old Software to the New Software to its other supported customers. However, if Oracle does not provide to all of its supported customers a migration path from the Old Software to New Software at no additional charge, then Oracle will provide Customer with the right to Use, under this Agreement and the applicable Ordering Documents at no additional charge, only the functionality and features contained in the New Software that are substantially similar to the functionality and features contained in the Old Software, provide that Customer shall not have the right to Use, nor shall Customer Use, any additional functionality or features in such New Software. Technical Support is provided in accordance with Oracle's Technical Support Policies." 3. Section 2.2 Transfer and Assignment a. Add the following as a new Section 2.2.C. Transfer and Assignments: "Customer may transfer a Program from one Computer to another subject to such Program's license metric and the terms of the Agreement, all applicable Ordering Documents and Documentation, provided that Customer's Use of such Program shall not exceed the quantity and license metric that Customer is licensed for under this Agreement." 4. Section 6.1 Invoicing and Payments a. In Section 6.1 Invoicing and Payments delete "30 days" and replace with 45 days." 5. Section 7.13 Business Continuation Plan Add the following as a new Section 7.13 Business Continuation Plan: "Oracle has and continues to institute business continuity planning with the practices outlined by the National Institute of Standards and Technology (NIST) and the Disaster Recover Institute International (DRII). The planning is designed to enable continuity of Oracle's internal operations in the event of a crisis or disaster. Because Oracle's business continuity plans confidential information and include propriety process, Oracle's plans are not available for release nor are customers invited to participate in testing exercises." 6. Section 7.14 Oracle's Code of Ethics and Business Conduct Policy Add the following as a new Section 7.14 Oracles Code of Ethics and Business Conduct Policy: "All Oracle employees are required to abide by the Oracle Code of Ethics and Business Conduct ("CEBC"), which is available at http://www.oracle.com/us/corporate/investor-relations/cebc-176732.pdf and sets forth Oracle's standards for moral ethics and business conduct at every location where Oracle does business throughout the world. Oracle employees are required to comply with company policies set forth therein. Employees who fail to comply with these polices may be subject to disciplinary action, up to and including termination." 7. Section 7.15 Shelving Option Add the following as a new Section 7.15 Shelving Option: Page 2 of 3 "Notwithstanding Oracle's Technical Support Services in Section 3.1 of the agreement may desupport the Program licenses in a license set that you acquired under an order form referencing this agreement (the "Shelved Licenses"), subject to any other shelving provision set forth in the applicable Order Form, provided that (a) the cumulative Technical Support fee for all Shelved Licenses does not exceed ten percent (10%) of the sum of all Technical Support ordered by Customer under Order Forms referencing this Agreement; (b) for any unlimited license grants, Customer may not exercise the desupport right provided for in this Section until after the expiration or termination of the Unlimited Deployment Period; (c) Customer notifies Oracle in writing within thirty (30) days prior to the date(s) on which Customer wishes to desupport such license ("Shelved Date"); (d) each year on or about the technical support renewal date for the remaining licenses, you provide to Oracle a written and signed certification that (i) you are and have not used the Shelved Licenses for any purposes since the Shelved Date and will not use the Shelved Licenses for any purposes unless you reinstate technical support for the Shelved Licenses in accordance with the terms of this paragraph, and (ii) the Shelved Licenses have not received and will not be patches, fixes, phone support, or on- line support accessible through a web browser or other connectivity tool, and (e) and the applicable Ordering Document. Customer may not use the Shelved Licenses unless Customer reinstates and pays the time of reinstatement fees for Technical Support for such licenses in accordance with Oracle's Technical Support policies in effect at the time of reinstatement. In addition Customer may not order under additional licenses for any Programs of the kind that have been shelved pursuant to this section unless Customer reinstates Use of the Shelved Licenses in accordance with the terms set forth in the preceding sentence. Customer acknowledges and agrees that if Customer shelves Programs licenses pursuant to this Section, the Technical Support fees for the remaining licenses will be priced in accordance with the Technical Support policies in effect as of the Shelved Date." 8. Section 7.16 Desupport Option Add the following as a new Section 7.16 Dessuport Option: "Customer understands and agrees that Customer may acquire Program licenses and support obligations in a license set through an assignment of fixed quantity licenses from that Thomson Reuter U.S. LLC Ordering Document dated May 25, 2007 and all amendments and addenda thereto (the "Assigned Licenses") and that Customer may acquire with those Assigned Licenses the right to desupport a certain amount of those licenses (the "Assigned Desupport Value"). Customer also understands and agrees that (i) Oracle's Technical Support Policies state that if Customer purchases Technical Support for any license within a license set, Customer is required to Purchase Technical Support at the same level for all licenses within that license set; (ii) Customer may desupport a subset of licenses in a license set only if Customer agrees to terminate that subset of licenses; and (iii) the remaining licenses shall be repriced in accordance with the repricing rules set forth in the Technical Support Policies. Notwithstanding the foregoing, Customer shall have the right until May 17, 2021 to desupport Assigned Licenses without being subject to the repricing rules in Oracle's Technical Support Policies, provided (i) the total cumulative Technical Support fees for such desupported Assigned Licenses shall be equal to or less than the Assigned Desupport Value and (ii) the Assigned Licenses that have been desupported shall also be terminated in accordance with the Technical Support Policies. Customer's Technical Support fees will be reduced accordingly. For the avoidance of doubt, it is understood and agreed that if Customer cancels or discontinues Technical Support for Assigned Licenses for which the fees aggregate more than Assigned Desupport Value, as provided above, then (i) Customer must terminate that subset of licenses and (ii) the Technical Support fees owed for the remaining Assigned Licenses shall be repriced in accordance with Oracle's Technical Support Policies in effect at such time." Subject to the modifications herein, the Agreement shall remain in full force and effect. The effective date of this Amendment Four is August 31, 2018 (to be completed by Oracle). Page 3 of 3 ORACLE®
842
Agreements and Modifications
ORACLE CONTRACT INFORMATION This amendment ("Amendment Five") amends the Software License and Services Agreement SLSA-1025104-30-MAY-97, dated 29- MAY-1997, and all amendments and addenda thereto (the "Agreement") between Thomson Reuters (Markets) LLC ("Customer") and Oracle America, Inc. (successor in interest to Oracle USA, Inc. hereinafter "Oracle"). The parties agree to amend the Agreement as follows: 1. Nondisclosure a. Add the following language to the end of the second sentence of the first paragraph in Section 7.1 (Nondisclosure), as amended by Amendment Two: ", including any metadata, source code, object code, or firmware." b. Add the following language to the end of the first sentence of the third paragraph in Section 7.1 (Nondisclosure), as amendment by Amendment Two: "or the purpose for which Confidential Information was disclosed." c. Insert the following language after paragraph four in Section 7.1 (Nondisclosure), as amended by Amendment Two: "Should the receiving party have reason to believe that any Confidential Information has been disclosed to a person not authorized to receive such information, the receiving party shall use reasonable efforts to inform the disclosing party in writing as promptly as practicable. Under such circumstances, the receiving party shall use commercially reasonable efforts to limit any damage that may be caused to the disclosing party as a result of the disclosure." 2. Divestiture & Assignment Add the following as a new Section 7.17 Divestiture & Assignment: "If another company is created through a divestiture or reorganization of your business ("Divested Entity") such Divested Entity may use a portion of the fixed quantity licenses provided under this Agreement for up to 24 months ("Divestiture Period"), on notice to Oracle, provided that the Divested Entity is not a competitor of Oracle's, are current on technical support and the Divested Entity agrees in writing to the terms and conditions of this Agreement and applicable order. During this Divestiture Period, the Divested Entity may use the Programs for either their business operations or your business operations. In addition, during the Divestiture Period, as part of using any hardware acquired under the Agreement, the Divested Entity may use the hardware and the operating system ("OS") and integrated software ("IS") that is incorporated in such hardware, subject to the terms and conditions of the Agreement and applicable order for support of either their or your business operations. If at the time of divestiture the programs were being used by or on behalf of the Divested Entity pursuant to the terms and conditions of an Order Form granting proprietary hosting rights with respect to any of Your proprietary value-added application software developed by You, such use may continue during the Divestiture Period subject to all other terms and conditions of this Section and the terms and conditions of the applicable Order Form granting such rights, and provided that such use shall be limited to the proprietary value-added application software at the time of divestiture and may not be expanded in scope to other applications. If the Divested Entity wishes to continue its use of the Programs, the hardware, the OS or the IS after the Divestiture Period, the Divested Entity must execute a mutually agreeable agreement and order with Oracle which will govern its use of the Programs /operating systems or integrated software (IS/OS). In lieu of a divestiture use as described above, you may, at the time of such divestiture, choose to assign the portion of the fixed quantity hardware, Programs, IS, OS acquired under an Order Form and the technical support fees associated with such hardware, Page 1 of 2 Programs, IS, OS upon execution of an assignment agreement provided that the following conditions are met: (i) you may only assign such quantity of licenses that were being used by or on behalf of the Divested Entity at the time of divestiture; (ii) you are current on technical support for the programs to be assigned; (iii) any license limitation (e.g., proprietary hosting) in effect at the time of the divestiture shall remain in effect with respect to the assigned licenses; and (iv) the Divested Entity must enter into a mutually agreeable order with Oracle which will govern its use of the hardware, Programs, IS, OS. Your technical support fees under an Ordering Document shall be reduced by the amount of technical support fees assigned to the Divested Entity. Upon notice to Oracle of intent to assign hardware, Programs, IS, OS and any applicable support to a divested entity, Oracle will cooperate with you in good faith to facilitate such assignment. Nothing in this section shall operate to disqualify a Divested Entity from having third party user rights as described in section 2.1.A.v and in accordance with this Agreement. The parties agree that any entities which are created solely as a function of a reorganization or renaming of one of Your existing majority held subsidiaries (as long as such reorganization or renamed entity does not include assets which are substantially different than those assets which were already owned by You or Your majority held subsidiaries and You continue to own at least 50% of the entity ) shall continue to be considered either Your wholly owned or majority owned subsidiary ( "NewSub"). Provided that the creation of NewSub does not result in the divestiture or sale of Your interest in NewSub, such creation shall not be deemed a Divestiture Event, and NewSub shall continue to have rights which are otherwise available to a majority held subsidiary pursuant to the terms and conditions of this Agreement." Subject to the modifications herein, the Agreement shall remain in full force and effect. The Effective Date of this Amendment Five is August 31, 2018 (to be completed by Oracle). Page 2 of 2 ORACLE®
843
Agreements and Modifications
ORACLE CONTRACT INFORMATION This amendment ("Amendment Six") amends the Software License and Services Agreement SLSA-1025104-30-MAY-97, dated May 29, 1997, and all amendments and addenda thereto (the "Agreement") between Thomson Reuters (Markets) LLC ("you/your or Customer") and Oracle America, Inc. (successor in interest to Oracle USA, Inc. hereinafter "Oracle"). The parties agree to amend the Agreement as specified below:
844
Agreements and Modifications
Oracle America, Inc. has assumed all rights and obligations of Oracle Corporation under the Agreement. All references to "Oracle" in the Agreement specified below shall mean Oracle America, Inc. (hereinafter "Oracle"). The following defined and capitalized terms in the referenced Agreement between you and Oracle shall have the same meaning as the stated terms in this Amendment Six: "Agreement" and "agreement"; "Customer"/"Client" and "you"/"your"; "Program" and "program"; "Technical Support" and "technical support"; "Program Documentation"/"Documentation" and "program documentation"; and "Ordering Document"/"Order Form" and "ordering document".
845