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Home My WebLink AboutJD Edwards - Oracle America, Inc. - 2012-05-03C)RACLE® AMENDMENT ONE TO ORDERING DOCUMENT Your Name City of Huntington Beach Your Contact Behzad Zamanian Your Location 2000 Main Street Phone Number 714-960-8893 Huntington Beach, CA 92648 Email Address Bzamanian@surfcity-hb.org This Amendment One (this "Amendment') amends the ordering document with footer reference number 4111190, dated May 31, 2012, and all amendments and addenda thereto (the "ordering document') between City of Huntington Beach ("you") and Oracle America, Inc. ("Oracle"). If and to the extent any inconsistency may appear between the ordering document and this Amendment, the provisions of this Amendment shall control. The parties agree to amend the ordering document as follows: 1. Expansion Table Exhibit A shall be deleted in its entirety and replaced with the attached Expansion Exhibit A. Subject to the modifications herein, the ordering document shall remain in full force and effect. The effective date of this Amendment is . (to be completed by Oracle) City of Huntington Beach Authorized „„Signature: Name: tW4 t Signature APPROVSD A TO FORM By: Mlthael Gates, City Attorney Oracle America, Inc. Authorized Signature: Name: Title: Signature Date: 4111190—Aml.ebravo.ehwang Page 1 of 2 EXPANSION EXHIBIT A Listed below are the license fees and first -year Software Update License & Support ("SULS") fees for additional program licenses for the programs listed in section A of the ordering document with the license type "Enterprise $M in Operating Budget' and "Enterprise Employee' that may be purchased pursuant to section D.1 of the ordering document. Product Description License Type Incremental License Fee Incremental First -year SULS Increment JD Edwards EnterpriseOne Advanced Pricing JD Edwards EnterpriseOne Advanced Stock Valuation JD Edwards EnterpriseOne Agreement Management JD Edwards EnterpriseOne Bulk Stock Inventory * JD Edwards EnterpriseOne Capital Asset Management JD Edwards EnterpriseOne Case Management JD Edwards EnterpriseOne Configurator JD Edwards EnterpriseOne Contract and Service Billing JD Edwards EnterpriseOne Core Tools and Infrastructure JD Edwards EnterpriseOne CRM Foundation JD Edwards EnterpriseOne Customer Self Service JD Edwards EnterpriseOne Financials JD Edwards EnterpriseOne Inventory Management JD Edwards EnterpriseOne Manufacturing Management JD Edwards EnterpriseOne Procurement and Subcontract Management JD Edwards EnterpriseOne Project Costing JD Edwards EnterpriseOne Quality Management Enterprise $M Operating 52,884.00 11,634.48 31.20 JD Edwards EnterpriseOne Real Estate Management Budget JD Edwards EnterpriseOne Requirements Planning JD Edwards EnterpriseOne Sales Order Management JD Edwards EnterpriseOne Service Management JD Edwards EnterpriseOne Service Management Foundation JD Edwards EnterpriseOne Supplier Self Service JD Edwards EnterpriseOne System Foundation JD Edwards EnterpriseOne Transportation Management JD Edwards EnterpriseOne Warehouse Management JD Edwards World Distribution Management JD Edwards World Financial Management JD Edwards World Foundation ; JD Edwards World Manufacturing Management JD Edwards World Multi -Site Consolidations JD Edwards World Project Management JD Edwards World Quality Management JD Edwards EnterpriseOne Human Resources JD Edwards EnterpriseOne Payroll JD Edwards EnterpriseOne Time and Labor Enterprise 13,920.00 3,062.40 160 JD Edwards World Human Resources Management Employee JD Edwards World Payroll * As set forth in section E.3 of the ordering document, the JD Edwards EnterpriseOne Capital Asset Management - Enterprise $M in Operating Budget Perpetual program marked with an asterisk (*) above is a limited -use program. This program may only be used for Basic Equipment Management functionality. 4111190—Am1.ebravo.ehwang Page 2 of 2 Your Name CITY OF HUNTINGTON BEACH Your Location 2000 Main St HUNTINGTON BEACH CA 92648, US Your Contact Phone Number Email Address Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Behzad Zamanian 714-960-8893 Bzamanian@surfcity-hb.org Programs and Program -Related Service Offerings Peoplesoft Enterprise Product Description / License Type Quantity JD Edwards EnterpriseOne Core Tools and Infrastructure - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne System Foundation - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Financials - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Agreement Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Requirements Planning - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Quality Management - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards World Project Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Advanced Stock Valuation - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Inventory Management- Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Bulk Stock Inventory - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 1 of 10 JD Edwards EnterpriseOne Warehouse Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Transportation Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Manufacturing Management- 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards World Quality Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Configurator - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support *JD Edwards EnterpriseOne Capital Asset Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Real Estate Management- 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Advanced Pricing - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Sales Order Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Service Management Foundation - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Customer Self Service - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Service Management - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Case Management - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne CRM Foundation - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Procurement and Subcontract 32 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 2 of 10 JD Edwards EnterpriseOne Supplier Self Service - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Contract and Service Billing - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Project Costing - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Foundation - Enterprise $M in Operating 32 Budget Perpetual Software Update License & Support JD Edwards World Financial Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Multi -Site Consolidations - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Distribution Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Manufacturing Management - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support Fee Description Net Fee Program Fees 52,883.99 Program -Related Service Offerings Fees 11,634.48 Total Fees 64,518.47 A. Agreement and Modifications to the Agreement 1. Agreement This order incorporates by reference the terms of the Oracle License and Services Agreement V063011 and all amendments and addenda thereto (the "Master Agreement"). The following defined terms in the Master Agreement shall have the same meaning as the stated terms in this order: "agreement' and "Master Agreement; "programs" and "Programs"; "program documentation" and "Program Documentation"; "services" and "Program -related Service Offerings"/"Hardware-related Service Offerings"; "Software Updates" or "Product Support" and "Software Update License & Support"; "you/your and "You/Your. B. Terms Specific to Program(s) 1. Delivery and Installation a. You are responsible for installation of the Programs unless the Programs have been pre -installed by Oracle on the Hardware You are purchasing under the order or unless You purchase installation services from Oracle for those Programs. b. Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com/exempt the programs listed above. Through the Internet URL, you can access and electronically download to your California location the current production release as of the effective date below of the software and related program documentation for each program listed above. You shall have 60 days from the effective date of this ordering document to complete the download of the software and program documentation. Please be advised that not all programs are available on all hardware/operating 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 3 of 10 system combinations. For current program availability, please check the electronic delivery web site specified above. You acknowledge that Oracle is under no further delivery obligation under this ordering document, electronic download or otherwise. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of this ordering document. Provided that you have continuously maintained technical support for the programs and in the licensed quantities listed above, Oracle will make available to you for electronic download the updates provided under technical support to the programs listed above. Should you require a replacement copy of the software or program documentation, such replacement copy shall also be delivered electronically. You shall not be entitled to any replacement copy in the form of tangible media for the software or the program documentation. You acknowledge and agree that (a) you have not received any tangible media for the programs listed above as of the effective date, (b) any rights to receive tangible media granted under the agreement shall not be applicable to or provided for the programs listed in above or any updates for these programs and (c) you are solely responsible for ensuring that tangible media is not ordered by you from Oracle for the programs listed above or any updates to these programs. You acknowledge and agree that you have requested to receive all updates provided by Oracle under Oracle's Technical Support Services via electronic delivery and you are solely responsible for ensuring that you do not order tangible media from Oracle for the programs which you receive via electronic delivery. In the event that you order updates for delivery via tangible media shipment (i.e., shipment of CD Pack(s)), sales taxes and interest may be due and you agree to reimburse Oracle for any applicable sales taxes and interest (interest rate used will be the applicable state's rate on sales tax underpayments) related to acquisition of such updates as specified in the agreement. C. General Terms 1. Commencement Date For all program licenses, the commencement date is the date of shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. The period of performance for all services for the programs is effective upon shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. 2. Territory The Program licenses included on this order are for use in the U.S. 3. Summary of Fees You have ordered Hardware, Programs and/or 12 months of technical support services. Listed above is a summary of net fees due under this order. These fees are in US Dollars and are exclusive of any applicable shipping charges or applicable taxes. 4. Pricing Invoicing and Payment Obligation a. Program fees are invoiced as of the Commencement Date for the Programs. b. In addition to the prices listed on the order, Oracle will invoice You for any applicable freight charges or applicable taxes, and You will be responsible for such charges and taxes notwithstanding any express or implied provision in the "Incoterms" referenced in the Order and Delivery Policies. The Order and Delivery Policies may be accessed at http://oracle.com/contracts. c. You understand that You may receive multiple invoices for the Products and Service Offerings You ordered. d. Service fees are invoiced in arrears of the service performance; specifically, technical support fees are invoiced quarterly in arrears. e. Once placed, Your order shall be non -cancelable and the sums paid nonrefundable, except as provided in the Master Agreement. You may change a Hardware order prior to shipment subject to the then current change order fee as established by Oracle from time to time. The applicable change order fees and a description of allowed changes are defined in the Order and Delivery Policies, which may be accessed at http://oracle.com/contracts. f. In entering into payment obligations under this order, You agree and acknowledge that You have not relied on the future availability of any Hardware, Program or updates. However, (a) if You order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the Master Agreement, if and when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to You under this order and the Master Agreement. g. Provided that you comply with the delivery terms in the Delivery and Installation Section of this ordering document, Oracle shall not 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 4 of 10 invoice you for sales tax pursuant to California tax law based on the net license fees and net technical support fees for the programs listed above and all updates to these programs delivered by electronic download; however, you agree to indemnify and hold Oracle harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based .on the net license fees and net technical support fees listed above and any updates to these programs delivered by electronic download. 5. Segmentation The purchase of (a) Hardware and/or related Hardware support, (b) Programs and/or related technical support, or (c) other services are all separate offers and separate from any other order for (i) Hardware and/or related Hardware support, (ii) Programs and/or related technical support, or (iii) other services You may receive or have received from Oracle. You understand that You may purchase (x) Hardware and/or related Hardware support, (y) Programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) Hardware and/or related Hardware support is not contingent on performance of any other service or delivery of Programs, (ii) Programs and/or related technical support is not contingent on delivery of Hardware or performance of any other service, or (iii) other services is not contingent on delivery of Hardware, delivery of Programs or performance of any additional/other service. 6. Source Code Oracle may deliver source code as part of its standard delivery for particular Programs; operating system or integrated software; all source code delivered by Oracle is subject to the terms of the Agreement, the applicable order and the applicable Program documentation. 7. Order of Precedence In the event of inconsistencies between the terms contained in this order and the Master Agreement, this order shall take precedence. This order will control over the terms contained in any purchase order. 8. Offer Validity By signing below, the parties agree that the agreement and this order constitute the entire agreement between the parties with regard to the subject matter herein and as such, no other preprinted, non -negotiated or other terms and conditions, on the customer's purchase order or elsewhere, shall apply. The offer is valid through 28-FEB-2015 and shall become binding upon execution by you and acceptance by Oracle. 9. Customer Reference Oracle may refer to You as an Oracle customer of the ordered Products and Service Offerings in sales presentations, marketing vehicles and activities. 10. Oracle's License Definitions and Rules A copy of Oracle's Definitions and Licensing Rules is attached hereto and incorporated by reference. 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. D. Other 1. Limited Use Programs The program mark with an asterisk (*) in above section A is limited use program. This Program may only be used for Basic Equipment Management Functionality. 2. Pricing Pursuant to Expansion The Program licenses listed in the Program and Program -Related Service Offerings section with the license types Enterprise $M in Operating Budget are ordered and subject to the applicable fees and terms of the order between You and Oracle dated 31-MAY-2012. As of the effective date of this order, Your actual Enterprise $M in Operating Budget is greater than or equal to 312. The Summary Exhibit lists the Program licenses acquired prior to the effective date, the Program licenses acquired under this order and the total number of Program licenses acquired to date. 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 5 of 10 Summary Program License Type Acquired Licenses Prior to Effective Date Number of Program Licenses Acquired under Section A Total Number of Program Licenses Acquired as of the Effective Date (Under This Ordering Document) JD Edwards EnterpriseOne Core Tools and Infrastructure JD Edwards EnterpriseOne System Foundation JD Edwards EnterpriseOne Financials JD Edwards EnterpriseOne Agreement Management JD Edwards EnterpriseOne Requirements Planning JD Edwards EnterpriseOne Quality Management JD Edwards World Project Management JD Edwards EnterpriseOne Advanced Stock Valuation JD Edwards EnterpriseOne Inventory Management JD Edwards EnterpriseOne Bulk Enterprise $M in 312 32 344 Stock Inventory Operating Budget JD Edwards EnterpriseOne Warehouse Management JD Edwards EnterpriseOne Transportation Management JD Edwards EnterpriseOne Manufacturing Management JD Edwards World Quality Management JD Edwards EnterpriseOne Configurator *JD Edwards EnterpriseOne Capital Asset Management JD Edwards EnterpriseOne Real Estate Management JD Edwards EnterpriseOne Advanced Pricing JD Edwards EnterpriseOne Sales Order Management JD Edwards EnterpriseOne Service Management Foundation JD Edwards EnterpriseOne Customer Self Service 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 6 of 10 JD Edwards EnterpriseOne Service Management JD Edwards EnterpriseOne Case Management JD Edwards EnterpriseOne CRM Foundation JD Edwards EnterpriseOne Procurement and Subcontract Management JD Edwards EnterpriseOne Supplier Self Service JD Edwards EnterpriseOne Contract and Service Billing JD Edwards EnterpriseOne Project Costing JD Edwards World Foundation JD Edwards World Financial Management JD Edwards World Multi -Site Consolidations JD Edwards World Distribution Management JD Edwards World Manufacturing Management CITY OF HUNTINGTON BEACH Oracle America, Inc. Signature Signature Name �.{��z�' �� Name Title (�(��?r.�/ Title Signature Date (Lo ZBt� Signature Date Effective Date ( to be completed by Oracle ) By., Gates, City Attorney 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 7 of 10 Certificate of Electronic Delivery This Certificate of Electronic Delivery is executed as of the effective date set forth below by CITY OF HUNTINGTON BEACH ("you") and relates to the electronic delivery of certain software programs provided by Oracle America, Inc. ("Oracle"). This Certificate of Electronic Delivery shall be governed by the terms of the May 31, 2012 between You and Oracle dated May 31, 2012 and all amendments and addenda thereto (the "agreement"). As of the date of this Certificate of Electronic Delivery, You agree that Oracle has provided You with an Internet URL through which You can download all the programs provided in the ordering document between Oracle and You dated (the "ordering document"). You will have 60 days from the effective date of the ordering document to complete Your download of the programs provided. You agree that Oracle has completed all of the delivery responsibilities required by the ordering document and the agreement and no additional shipment of the programs on tangible media (CD's, Disks, Tapes, etc.) shall be provided or is required. The Effective Date of this Certificate of Electronic Delivery is CITY OF HUNTINGTON BEACH Signature Name � 14 1A f 2 C; C�71�'�GT Title 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 8 of 10 Definitions and Licensing Rules: Order Specific License Definitions and Rules Trial Programs: are defined as additional Programs that may be included with Customer's order which Customer has not ordered but which Customer may use for trial purposes only. Customer shall have 30 days from the delivery date to evaluate these Programs. Any use of these Programs after the 30 day trial period shall require Customer to obtain the applicable license. Programs licensed for trial purposes are provided "as is" and Oracle does not provide Technical Support or any warranties of any kind for these Programs. 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. Program Documentation: is defined as the Program user manual and Program installation manuals. Enterprise $M Operating Budget: is defined as one million U.S. Dollars ($1,000,000) 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 $Min Operating Budget as of the effective date of Your order. If at anytime the amount of Enterprise $Min 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. Term Designation: If Your Program license does not specify a term, the Program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. 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. 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. 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. 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 (hftps:Hsupport.oracle.com). For new or unsupported customers, please contact Your Oracle Account Manager for this information. You are responsible for ensuring that these restrictions are not violated: Programs that contain "for Oracle Applications" in the Program name are limited use Programs. These limited use Programs may only be used with "eligible" Oracle application Programs that contain the following prefixes in the Program name: Oracle Fusion, Oracle Communications*, Oracle Documaker, Oracle Endeca*, Oracle Knowledge, Oracle Media, Oracle Retail*, Oracle Enterprise Taxation*, Oracle Tax, Oracle Utilities*, Oracle Financial Services*, Oracle FLEXCUBE, Oracle Reveleus, Oracle Mantas, Oracle Healthcare*, Oracle Health Sciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. For those prefixes designated above with a " " not all Programs with that prefix are eligible for use with the "for Oracle Applications" limited use Programs. For a list of excluded Programs please review the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. Notwithstanding anything above, Oracle Business Intelligence Suite Enterprise Edition Plus for Oracle Applications may only be used with "eligible" Oracle application Programs that contain "Oracle Fusion Human Capital Management" as a prefix in the Program name provided that the 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 9 of 10 Oracle Fusion Human Capital Management Programs are the only Programs configured to run against the database instance Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the Oracle Product Information Management Analytics, Fusion Edition, Oracle Customer Data Management Analytics, Fusion Edition and Oracle Product Lifecycle Analytics Programs. Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the following Programs provided that the Oracle Fusion Applications are the only data source: Oracle Sales Analytics, Fusion Edition; Oracle Partner Analytics, Fusion Edition; Oracle Supply Chain and Order Management Analytics; Oracle Financial Analytics, Fusion Edition; Oracle Procurement and Spend Analytics, Fusion Edition; Oracle Human Resources Analytics, Fusion Edition and Oracle Project Analytics. Any use of limited use Programs containing "for Oracle Applications" by other Oracle applications or third party applications is not permitted. The number of Hyperion Program option licenses must match the number of licenses of the associated Hyperion Program. Licensing Rules for Applications You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. Licensing Rules for JD Edwards Applications Your license for the program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards program table located at http://oracle.com/contracts for additional information. The Programs include GNU libgmp library, copyright 1991 Free Software Foundation, Inc. This library is free software that can be modified and redistributed under the terms of the GNU Library General Public License contained in the Programs. The Programs may also contain other third party products. Licensing Rules for PeopleSoft Applications Your license for the Program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards Program table located at http://oracle.com/contracts for additional information. You may use PeopleTools — Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft Enterprise Programs You have licensed. Oracle will deliver this Program to You per the delivery terms in Your order. 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 10 of 10 AMENDMENT ONE TO ORDERING DOCUMENT Your Name City of Huntington Beach Your Contact Behzad Zamanian Your Location 2000 Main Street Phone Number 714-960-8893 Huntington Beach, CA 92648 Email Address Bzamanian@surfcity-hb.org This Amendment One (this "Amendment') amends the ordering document with footer reference number 4111190, dated May 31, 2012, and all amendments and addenda thereto (the "ordering document") between City of Huntington Beach ("you") and Oracle America, Inc. ("Oracle"). If and to the extent any inconsistency may appear between the ordering document and this Amendment, the provisions of this Amendment shall control. The parties agree to amend the ordering document as follows: 1. Expansion Table Exhibit A shall be deleted in its entirety and replaced with the attached Expansion Exhibit A Subject to the modifications herein. the ordering document shall remain in full force and effect. The effective date of this Amendment is Jan 22, 2015 . (to be completed by Oracle) City of Huntington Beach Authorized Signature: ° "t Name: o Title: Signature D e: APPROVED �TO FORM l By: ichael Gates, Cry Attorney 4111190 — Aml.ebravo.ehwang Elizabeth Hwang E-signed 2015-01-22 12:18PM PST elizabeth.hwang@oracle.com Senior Contracts Manager Oracle America, Inc. Authorized Signatur,Eh—bi,th Hwang (J— 22, 201 Name: Elizabeth Hwang r Senior Contracts Manager Signature Date: Jan 22, 2015 Page 1 of 2 I& Document Integrity Verified EchoSign Transaction Number: XIPDKUTXV2A7G6F EXPANSION EXHIBIT A Listed below are the license fees and first -year Software Update License & Support ("SULS") fees for additional program licenses for the programs listed in section A of the ordering document with the license type "Enterprise SM in Operating Budget" and "Enterprise Employee" that may be purchased pursuant to section D.1 of the ordering document. Product ,Description License Type Incrementat License Fee Incremental- Flrstyear SULS 'Increment JD Edwards EnterpriseOne Advanced Pricing JD Edwards EnterpriseOne Advanced Stock Valuation JD Edwards EnterpriseOne Agreement Management JD Edwards EnterpriseOne Bulk Stock Inventory JD Edwards EnterpriseOne Capital Asset Management JD Edwards EnterpriseOne Case Management JD Edwards EnterpriseOne Configurator JD Edwards EnterpriseOne Contract and Service Billing JD Edwards EnterpriseOne Core Tools and Infrastructure JD Edwards EnterpriseOne CRM Foundation JD Edwards EnterpriseOne Customer Seif Service JD Edwards EnterpriseOne Financials JD Edwards EnterpriseOne Inventory Management JD Edwards EnterpriseOne Manufacturing Management JD Edwards EnterpriseOne Procurement and Subcontract Management JD Edwards EnterpriseOne Project Costing Enterprise $M JD Edwards EnterpriseOne Quality Management Operating 52,884.00 11,634.48 31.20 JD Edwards EnterpriseOne Real Estate Management Budget JD Edwards EnterpriseOne Requirements Planning JD Edwards EnterpnseOne Sales Order Management JD Edwards EnterpriseOne Service Management JD Edwards EnterpriseOne Service Management Foundation JD Edwards EnterpnseOne Supplier Self Service JD Edwards EnterpriseOne System Foundation JD Edwards EnterpriseOne Transportation Management JD Edwards EnterpriseOne Warehouse Management JD Edwards World Distribution Management JD Edwards World Financial Management JD Edwards World Foundation JD Edwards World Manufacturing Management JD Edwards World Multi -Site Consolidations JD Edwards World Project Management JD Edwards World Quality Management JD Edwards EnterpriseOne Human Resources JD Edwards EnterpriseOne Payroll JD Edwards EnterpriseOne Time and Labor Enterprise 13,920.00 3,062.40 160 Employee JD Edwards World Human Resources Management JD Edwards World Payroll As set forth in section E.3 of the ordering document, the JD Edwards EnterpriseOne Capital Asset Management - Enterprise $M in Operating Budget Perpetual program marked with an asterisk (`) above is a limited -use program. This program may only be used for Basic Equipment Management functionality. 4111190 — Am1 .ebravc.ehwang Elizabeth Hwang E-signed 2015-01-22 12:18PM PST elizabeth.hwang@oracle.com Senior Contracts Manager Page 2 of 2 I& Document Integrity Verified M=911110MEME EchoSign Transaction Number: XIPDKUTXV2A7G6F Your Flame CITY OF HUNTINGTON BEACH Your Contact Your Location 2000 Main St Phone Number HUNTINGTON BEACH Email Address CA 92648, US Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Behzad Zamanian 714-960-8893 Bzamanian@surfcity-hb.org Programs and Program -Related Service Offerings, Peo lesoft Enterprise 'on Quanti tv Product,Descri 1 License Type JD Edwards EnterpriseOne Core Tools and Infrastructure - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne System Foundation - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Financials - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Agreement Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Requirements Planning - Enterprise 32 $M in Operating Budget Perpetual Software Update License& Support JD Edwards EnterpriseOne Quality Management - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards World Project Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Advanced Stock Valuation - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Inventory Management - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Bulk Stock Inventory - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Pagel of 10 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR JD Edwards EnterpriseOne Warehouse Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Transportation Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Manufacturing Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards World Quality Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Configurator- Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support "JD Edwards EnterpriseOne Capital Asset Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Real Estate Management- 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Advanced Pricing - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Sales Order Management - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Service Management Foundation - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Customer Self Service - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Service Management - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Case Management- Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne CRM Foundation - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Procurement and Subcontract 32 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 5375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle Amenca. Inc. 24-DEC-2014 Page 2 of 10 0 Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR JD Edwards EnterpriseOne Supplier Self Service - Enterprise 32 $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Contract and Service Billing - 32 Enterprise $M in Operating Budget Perpetual Software Update License & Support JD Edwards EnterpriseOne Project Costing - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Foundation - Enterprise $M in Operating 32 Budget Perpetual Software Update License & Support JD Edwards World Financial Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Multi -Site Consolidations - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support J D Edwards World Distribution Management - Enterprise $M in 32 Operating Budget Perpetual Software Update License & Support JD Edwards World Manufacturing Management - Enterprise $M 32 in Operating Budget Perpetual Software Update License & Support Fee Description ,. ; , ..;N4VF.ee Program Fees 52,883.99 Program -Related Service Offerings Fees 11,634.48 Total Fees 64,518.47 A. Agreement and Modifications to the Agreement 1. Agreement This order incorporates by reference the terms of the Oracle License and Services Agreement V063011 and all amendments and addenda thereto (the "Master Agreement"). The following defined terms in the Master Agreement shall have the same meaning as the stated terms in this order: "agreement" and "Master Agreement; "programs" and "Programs"; "program documentation" and "Program Documentation"; "services" and "Program -related Service Offerings"/"Hardware-related Service Offerings"; "Software Updates" or "Product Support" and "Software Update License & Supporr'; "you/your and "You/Your. B. Terms Specific to Program(s) 1. Delivery and Installation a. You are responsible for installation of the Programs unless the Programs have been pre -installed by Oracle on the Hardware You are purchasing under the order or unless You purchase installation services from Oracle for those Programs. b. Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery.oracle.com/exempt the programs listed above. Through the Internet URL, you can access and electronically download to your California location the current production release as of the effective date below of the software and related program documentation for each program listed above. You shall have 60 days from the effective date of this ordering document to complete the download of the software and program documentation. Please be advised that not all programs are available on all hardware/operating 5375907 -1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle America, Inc. 24-0EC-2014 Page 3 of io 0 Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR system combinations. For current program availability, please check the electronic delivery web site specified above. You acknowledge that Oracle is under no further delivery obligation under this ordering document, electronic download or otherwise. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of this ordering document. Provided that you have continuously maintained technical support for the programs and in the licensed quantities listed above, Oracle will make available to you for electronic download the updates provided under technical support to the programs listed above. Should you require a replacement copy of the software or program documentation, such replacement copy shall also be delivered electronically. You shall not be entitled to any replacement copy in the form of tangible media for the software or the program documentation. You acknowledge and agree that (a) you have not received any tangible media for the programs listed above as of the effective date, (b) any rights to receive tangible media granted under the agreement shall not be applicable to or provided for the programs listed in above or any updates for these programs and (c) you are solely responsible for ensuring that tangible media is not ordered by you from Oracle for the programs listed above or any updates to these programs. You acknowledge and agree that you have requested to receive all updates provided by Oracle under Oracle's Technical Support Services via electronic delivery and you are solely responsible for ensuring that you do not order tangible media from Oracle for the programs which you receive via electronic delivery. In the event that you order updates for delivery via tangible media shipment (i.e., shipment of CD Pack(s)), sales taxes and interest may be due and you agree to reimburse Oracle for any applicable sales taxes and interest (interest rate used will be the applicable state's rate on sales tax underpayments) related to acquisition of such updates as specified in the agreement. C. General Terms 1. Commencement Date For all program licenses, the commencement date is the date of shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. The period of performance for all services for the programs is effective upon shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. 2. Territory The Program licenses included on this order are for use in the U.S. 3. Summary of Fees You have ordered Hardware, Programs and/or 12 months of technical support services. Listed above is a summary of net fees due under this order. These fees are in US Dollars and are exclusive of any applicable shipping charges or applicable taxes. 4. Pricing Invoicing and Payment Obligation a. Program fees are invoiced as of the Commencement Date for the Programs. b. In addition to the prices listed on the order, Oracle will invoice You for any applicable freight charges or applicable taxes, and You will be responsible for such charges and taxes notwithstanding any express or implied provision in the "Incoterms" referenced in the Order and Delivery Policies. The Order and Delivery Policies may be accessed at http://oracle.com/contracts. c. You understand that You may receive multiple invoices for the Products and Service Offerings You ordered. d. Service fees are invoiced in arrears of the service performance; specifically, technical support fees are invoiced quarterly in arrears. e. Once placed, Your order shall be non -cancelable and the sums paid nonrefundable, except as provided in the Master Agreement. You may change a Hardware order prior to shipment subject to the then current change order fee as established by Oracle from time to time. The applicable change order fees and a description of allowed changes are defined in the Order and Delivery Policies, which may be accessed at http://oracle.com/contracts. I. In entering into payment obligations under this order. You agree and acknowledge that You have not relied on the future availability of any Hardware, Program or updates. However, (a) if You order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the Master Agreement, if and when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to You under this order and the Master Agreement. g. Provided that you comply with the delivery terms in the Delivery and Installation Section of this ordering document, Oracle shall not 5375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle America, Inc. 24-DEC-2014 Page 4 of 10 0 Document Integrity Verified mEzommWasam EchoSign Transaction Number: XITXJBY43XD6CXR invoice you for sales tax pursuant to California tax law based on the net license feesand net technical support fees for the programs listed above and all updates to these programs delivered by electronic download; however, you agree to indemnify and hold Oracle harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based on the net license fees and net technical support fees listed above and any updates to these programs delivered :by electronic download. 6. Segmentation The purchase of (a) Hardware and/or related Hardware support, (b) Programs and/or related technical support, or (c) other services are all separate offers and separate from any other order for (i) Hardware and/or related Hardware support, (h) Programs and/or related technical support, or (iii) other services You may receive or have received from Oracle. You understand that You may purchase (x) Hardware and/or related Hardware support, (y) Programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) Hardware and/or related Hardware support is not contingent on performance of any other service or delivery of Programs, (it) Programs and/or related technical support is not contingent on delivery of Hardware or performance of any other service, or (iii) other services is not contingent on delivery of Hardware, delivery of Programs or performance of any additionallother service. 6. Source Code Oracle may deliver source code as part of its standard delivery for particular Programs, operating system or integrated software; all source code delivered by Oracle is subject to the terms of the Agreement, the applicable order and the applicable Program documentation. 7. Order of Precedence In the event of inconsistencies between the terms contained in this order and the Master Agreement, this order shall take precedence. This order will control over the terms contained in any purchase order. 8. Offer Validity By signing below, the parties agree that the agreement and this order constitute the entire agreement between the parties with regard to the subject matter herein and as such, no other preprinted, non -negotiated or other terms and conditions, on the customer's purchase order or elsewhere, shall apply. The offer is valid through 28-FEB-2015 and shall become binding upon execution by you and acceptance by Oracle. 9. Customer Reference Oracle may refer to You as an Oracle customer of the ordered Products and Service Offerings in sales presentations, marketing vehicles and activities. 10. Oracle's License Definitions and Rules A copy of Oracle's Definitions and Licensing Rules is attached hereto and incorporated by reference. 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. D. Other 1. Limited Use Programs The program mark with an asterisk (") in above section A is limited use program. This Program may only be used for Basic Equipment Management Functionality. 2. Pricing Pursuant to Expansion The Program licenses listed in the Program and Program -Related Service Offerings section with the license types Enterprise $M in Operating Budget are ordered and subject to the applicable fees and terms of the order between You and Oracle dated 31-MAY-2012. As of the effective date of this order, Your actual Enterprise $M in Operating Budget is greater than or equal to 312. The Summary Exhibit lists the Program licenses acquired prior to the effective date, the Program licenses acquired under this order and the total number of Program licenses acquired to date. 5375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle America, Inc. 24-DEC-2014 Page 5 of 10 e) Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR Summary Program License Type Acquired Licenses Prior to Effective Date Number of Program Licenses Acquired under Section A Total Number of Program Licenses Acquired as of the Effective Date (Under This Ordering Document) JD Edwards EnterpriseOne Core Tools and Infrastructure JD Edwards EnterpriseOne System Foundation JD Edwards EnterpriseOne Financials JD Edwards EnterpriseOne Agreement Management JD Edwards EnterpriseOne Requirements Planning JD Edwards EnterpriseOne Quality Management JD Edwards World Project Management JD Edwards EnterpriseOne Advanced Stock Valuation JD Edwards EnterpriseOne Inventory Management JD Edwards EnterpriseOne Bulk Enterprise SM in 312 32 344 Stock Inventory Operating Budget JD Edwards EnterpriseOne Warehouse Management JD Edwards EnterpriseOne Transportation Management JD Edwards EnterpriseOne Manufacturing Management JD Edwards World Quality Management JD Edwards EnterpriseOne Configurator `JD Edwards EnterpriseOne Capital Asset Management JD Edwards EnterpriseOne Real Estate Management JD Edwards EnterpriseOne Advanced Pricing JD Edwards EnterpriseOne Sales Order Management JD Edwards EnterpriseOne Service Management Foundation JD Edwards EnterpriseOne Customer Self Service 5375907 - 1 Douglas Doran E-signed 2015-01-26 08.-55AM PST douglas.doran@oracle.com Director Issued by Orade America, Inc. 24-DEC-2014 Page S of 10 6 Document Integrity Verified - Echosign Transaction Number: xITxJBv43xD6CXR JD Edwards EnterpriseOne Service Management JD Edwards EnterpriseOne Case Management JD Edwards EnterpriseOneCRM Foundation JD Edwards EnterpriseOne Procurement and Subcontract Management JD Edwards EnterpriseOne Supplier Self Service JD Edwards Enterpriseone Contract and Service Billing JD Edwards EnterpriseOne Project Costing JD Edwards World Foundation JD Edwards World Financial Management JD Edwards World MuiG-Site Consolidations JD Edwards World Distribution Management JD Edwards World Manufacturing Management CITY OF HUNTINGTON BEACH Oracle America, Inc. Signature Signature Name Name Title Title Signature Date r/✓�� Signature Date Effective Date (to be completed by Oracle ) Jan 26, 2015 Doug s Doran (.an 26.2015) Douglas Doran Director Jan 26, 2015 8111 Wellaei CC' ates, City Attorney 5375907 - 1 Issued by Oracle America, Inc. 24-DEC-2014 Page 7 of 10 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director ei Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR Certificate of Electronic Delivery This Certificate of Electronic Delivery is executed as of the effective date set forth below by CITY OF HUNTINGTON BEACH ("you") and relates to the electronic delivery of certain software programs provided by Oracle America, Inc. ("Oracle"). This Certificate of Electronic Delivery shall be governed by the terms of the May 31, 2012 between You and Oracle dated May 31, 2012 and all amendments and addenda thereto (the "agreement"). As of the date of this Certificate of Electronic Delivery, You agree that Oracle has provided You with an Internet URL through which You can download all the programs provided in the ordering document between Oracle and You dated J-26,2015 (the "ordering document"). You will have 60 days from the effective date of the ordering document to complete Your download of the programs provided. You agree that Oracle has completed all of the delivery responsibilities required by the ordering document and the agreement and no additional shipment of the programs on tangible media (CD's, Disks, Tapes, etc.) shall be provided or is required. The Effective Date of this Certificate of Electronic Delivery is "' "' 2015 CITY OF HUNTINGTON BEACH Signature Name l!i ff ; CC Title $375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle America, Inc. 24-DEC-2014 Page 8 of 10 e Document Integrity Verified ZMEMMEMMME03 EchoSign Transaction Number: XITXJBY43XD6CXR Definitions and Licensing Rules: Order Specific License Definitions and Rules Trial Programs: are defined as additional Programs that may be included with Customer's order which Customer has not ordered but which Customer may use for trial purposes only. Customer shall have 30 days from the delivery date to evaluate these Programs. Any use of these Programs after the 30 day trial period shall require Customer to obtain the applicable license. Programs licensed for trial purposes are provided "as is" and Oracle does not provide Technical Support or any warranties of any kind for these Programs. 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. Program Documentation: is defined as the Program user manual and Program installation manuals. Enterprise $NI Operating Budget: is defined as one million U.S. Dollars ($1,000,000) 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 anytime 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. Terra Designation: If Your Program license does not specify a term, the Program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. 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.. 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 of 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. 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. 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. You are responsible for ensuring that these restrictions are not violated: Programs that contain "for Oracle Applications" in the Program name are limited use Programs. These limited use Programs may only be used with "eligible" Oracle application Programs that contain the following prefixes in the Program name: Oracle Fusion, Oracle Communications', Oracle Documaker, Oracle Endeca', Oracle Knowledge, Oracle Media, Oracle Retail`, Oracle. Enterprise Taxation", Oracle Tax, Oracle Utilities`, Oracle Financial Services', Oracle FLEXCUBE, Oracle Reveleus, Oracle Mantas, Oracle Healthcare', Oracle Health Sciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. For those prefixes designated above with a — not all Programs with that prefix are eligible for use with the "for Oracle Applications" limited use Programs. For a list of excluded Programs please review the Applications Licensing Table, which may be accessed at http:/toracle.com/contracts. Notwithstanding anything above, Oracle Business Intelligence Suite Enterprise Edition Plus for Oracle Applications may only be used with "eligible' Oracle application Programs that contain "Oracle Fusion Human Capital Management" as a prefix in the Program name provided that the 5375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director issued by Oracle America, Inc- 24-DEC-2014 Page 9 of 10 0 Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR Oracle Fusion Human Capital Management Programs are the only Programs configured to run against the database instance Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the Oracle Product Information Management Analytics, Fusion Edition, Oracle Customer Data Management Analytics, Fusion Edition and Oracle Product Lifecycle Analytics Programs. Oracle Business Intelligence Foundation Suite for Oracle Applications may also be used with the following Programs provided that the Oracle Fusion Applications are the only data source: Oracle Sales Analytics, Fusion Edition; Oracle Partner Analytics, Fusion Edition; Oracle Supply Chain and Order Management Analytics, Oracle Financial Analytics, Fusion Edition; Oracle Procurement and Spend Analytics, Fusion Edition; Oracle Human Resources Analytics, Fusion Edition and Oracle Project Analytics. Any use of limited use Programs containing "for Oracle Applications" by other Oracle applications or third party applications is not permitted. The number of Hyperion Program option licenses must match the number of licenses of the associated Hyperion Program Licensing Rules for Applications You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http:Horacle.com/contracts. Licensing Rules for JD Edwards Applications Your license for the program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards program table located at http:#oracle.com/contracts for additional information. The Programs include GNU libgmp library; copyright 1991 Free Software Foundation, Inc. This library is free software that can be modified and redistributed under the terms of the GNU Library General Public License contained in the Programs. The Programs may also contain other third party products. Licensing Rules for PeopleSoft Applications Your license for the Program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards Program table located at http://oracle.com/contracts for additional information. You may use PeopleTools — Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft Enterprise Programs You have licensed. Oracle will deliver this Program to You per the delivery terms in Your order. 5375907 - 1 Douglas Doran E-signed 2015-01-26 08:55AM PST douglas.doran@oracle.com Director Issued by Oracle America, Inc. 24-DEC-2014 Page 10 of 10 CO Document Integrity Verified EchoSign Transaction Number: XITXJBY43XD6CXR License Migration Ratio Existing Licenses (T enLnInated) CS1 Qudqtjt(, Ratio Migrated Ucenses(NbM-- JD Edwards ,Ehtiipiisione-'S"ervio , e Mana , gement' 144815155 1 JDtdwiirdsEnterpriseOne Service Management Foundation. Module, Perpetual Foundation - Enterprise, SM in Operating Budget Perpetual JD Edwards-Enterprise0ne Solution,C , 6nc urrelit Use rs 14488155 156 JD EdwardsgnterpriseOne Advanced Pficitig- , , USER Pe, T-iettiif, Eriierpini§e , SM,in"O &6fin fjod erpel6d L !--g- �Jet P JD Edwards EnterpriseOne -Solution: Concurrent :Users 14488155 156 JO Edwards EnterpriseOne Advanced Stock Valuation - ,USER PerpelVil Enterprise' I Win Operatihn-'B'u-d'iet."OiieivaI JD Edwards EnterpriseOne: Solution Concunrent"Users 14488155 156 JD Edwards EnterpriseOne-Agreement Management - USER Perpetual Snt&orise ` in-Operartihg Budget Perpetua .JD Edwards EnterpriseOne,Solution Concurrent: Users 14488155 156 JD Edwards ,Enter m0ne Bulk.StockInventory USER Pe ual rr.E nte4r'riiiWJ66pe ng, 9 rp raiiBudget eiOe 6tuai ,JD Edwards Enterokise0ine, Solution COPPurrent'.Users - 1 14488155 156 JD Edwards -,Enter eCRM, foundation - I '-Perpeivall 9 rpetual Bud nterp ri§e,:�IW inbpietrakinq g JD Edwards*Ent&p6seOheSolUtjoh Concurrent Uselfs '14488155 156 JD Edwards, EntefprtseOn,Capital.Assdt;Mar!agement USEWPerpdtUal ltntetri"s'e`.$-M''in'Operati'n'g Bud' it;Pe!petdal JD Edwards EnterprisOOne,�Sofutioh Concurrent Users 14488155 156 JDI Edwards EnterpriseOne, Case Management - .0 , StR:Perpetual Enter pris $M,-in'Operating,BudgeiOer'pe'tual, ,JD, Edwards: EnterpriseOne Solution GohcurnantWert '14488155 156 JD,EdwardS,LEnlerpriseO66 Configuratdr - Enterprise $M UStk"Perpitui! InOperaiing Bud" lje't!Pim6tuaI ,JD Edwards,EnteroriseOnia Solution C6nduerent'U§ers, 14488155 JD & Edwards EnterpriseOn C,ontra,and Service Billing USER 0eir'peitJ ail .156 Enier'pr'iz'p':'$M�m ""loperating Budget Perpeival ,JD Edwards EnterpriseOne 14488155 156 JD' Edwards Enterp riseOne'Core -Tools and - 1''. . --- � I, USER PerpetualBudget r 1� Operating Perpetual JD Edwards EnterpriseOne Solution C66c(iffierit Users 14488155 156; JD Edwards EhterpriseOne,Custiorr* Self -Service USER.Peirpetual Enter prise In$M--,OperatirlgBudgefPerpetuai JD Edlwafds'EntefpriseOne Solution Coticurrent-Users 14488155 156 JD EdWarft Enterprise0he Financials -Enterprise $M in USER Perpetual Operating Budget Pe!2etual JD'Edwards EnterpriseOne'Solution Concurrent Users 14488155 800 JD, Edwardt,EnterpriseOn6'HUr6,an'Rescuices - USER. Perpetual ' Enterprise Employee Perpetual JD Edwards; Entd'roriseOne Solution Concurrent Users 14488155 156 JQ Edwards E.titorpdse0ne'lii4entory Management - USER Perpetual ' Enterprise ,tM in Operating Budget Perpetual - JD Edwardphss Enter -eOn6,Sdl6tionIQoncW*ehWsdrs 144881.55 156, JD Edwards Ent&priseOne'Manufacturing M.anagement ,U . SER Pe fiial- tnterprise SM in Ooerating'Bud* Perpetual : JD Edwariis,Ernerp6seOrie,Solution Concurrent; Users 14448,155 800. io'Edwardt,Ent0roriteOnei,P6vroti,< Enterprise USER, Perpetual -Emoloyee P&p4tual JD Edwards'EnterpriseGne.156lution Cdncurrent.Users 14488155 .156 JP Edwards:Eriterprise ne-ProcUrement and 'USER erpetual Subcontractii"i : in;Operating Management":-EnterpriseIM i��',Ooratinq Permival ME0#ords.Enler priseOrie�Solution Concu rr6nt: Users 156 JD Edwards Enterprise0nd ' Pr ' oject Costing"n,Etiferpfise W06tUal $M in Ooeiaiing Oud6e&p erngtfial JD Edwards Enter0riteOnd'SoluVb6,,Cohcu'rriDht'Users 144881.55 156, JD Edwards EfiterprisdCne,Quality Management ` Ustk,04- eival. i'`- Ent"e' riseWin�birpperatiN'Bud ge .4fpeidal .JD,Edwards,:Ente'roNsseOnd'�Soltitiotf Qihcurrent:Users 14488155 156 JDEdwardsEnterpriseOne Re*Estate Managenient USEkO" eWal JD,Edwards Ente rpriseOne S oiutiom Concurrent Users 14484155 166 JD, EdwardsEnterprise0he Requirements Planning;- USER "Pe"ro"-f6al Enf6r#rise :$-"M in`:O eratin ":Bud et Perpetual JD,EOwaop,Elterpris�eO'ne'Solution'Concurrent. Users 14488156 156 LJD Edwards EntiarprijseOnd Sales�Crder Management - USER Pe�piival ,JD,EdWards�ntefp6se0ne'.So]Utibn,Coneurre6t4Jsers,,—�-lA4881:55-- USER Pe" `'etiial S-o'' u rces - Ern to ee Per etual 'JDEdwards Enterprise OneSolutibn,,Concurrent'Users .14488155 156 JD Edwards Enterprise,One SeNjoe Management - 1 USER 4*t4l get Pe!Pett.W, JD Edwards Enterpdse0ne,Solution,Conc6rrent-Users � — 14488155 15& JD Edwards EnterpriseOne Serv'ic�La,,Manag4,gment I I , , .1 ". - 'S ' 'i� 1.1- 1- USER '0 er -pe;U2 - rdtingtu'dget Fau.6dation-Enterphse. W Ope Perpetual JD s EdwardEnterpriseOne, Solution Concurrent Users 1.44.8816.5 156, JD.Edwalds Enterprlse.One�Supplier Self -Service - 'USER', P I e , , rp etu I af 'En!e` rise SM .in Operatin§ Bud glgtPerpetual JD. Edwards EntervtiseOne Solution Concurrent Users :14488165 156 JD-Edwards-EnterpniseOne System Foundation - . US ER. A e , r0etuaf Eriterprise SM, in,Opeiating: Budget P6rpetu al JD Edwards'Enterp e . . osi�Oje�.Solution Concurrent U's rs 14488155 800 JD Edwards EnterpriseOne Time and Labor - Enterprise 'USERNrpeiu'4l Employee Pdrpetu teal. -JD Edwards EnterpriseOne Solution Concurrent Users 14488165 156 JD Edwards.EnterpriseOde Transports#ion Management USER -Pe ittal Enter prise Win Operatin Bud et Perpituai JD Edwards Enterprise0ne, Solution "Concurrent'Users . 14488155 156 JD,Edwards.E.ntefrpri�;60neWaeehousO Management - :USER Per petua I Enterprise ,$M, in Operating Budget Perpetual, JD Edwards EhterpriseOne Solution'COncurrehWsem 14488155 156, JD Edwards WorldDistribution'Manaqement - USER ItR I Per rpetual Entirise`SM in 6perating":Bud git.Pirpetual JD:Edwards Ehterpris�6On6ISolution,Cdncurrent'�users '14488155 156. JQ-.EdwaMs-World-Financial Minagement.-:Enterp.rise I .USEROe2retual M in Op &6iingBud6efPerpetuai 4111190 - 1. McKtsistiick, Rayn6IIe.-,6Ho*9.Mbra is.wed by Oracle Arnedca,, Inc, 03-MAY-2012 Page 3 of 30 License Migration Ratio Existing Licenses (Terminated) CSI Quantity Ratio Migrated Licenses (New),, JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JDZdwards World Foundation -Enterprise $M in USER Pe etual O eratin "gud e't Pe etual JD Edwards EnterpriseOne Solution Concurrent. Users 14488155 800 JD Edwards World Human, Resources Management'- USERPerpetual Ente rise Em la ee.P,erpetual JD Edwards EnterpriseOne.Solution Concurrent Users 14488155 156 JD Edwards World Manufacturing,Management,- USER Perpetual' Enterprise,$M inb eratin `Bud a Per` etual JD Edwards EnterpriseOne:Solution Concurrent:Users 14488155 156 JD,Edwards World':Multi-Site'Consolidations'- Enterprise' USER Perpetual $M"in`O eratin ,B'udget Pe ' etual JD Edward_ s EnterpriseOne:Solution Concurrent Users 14488155 800 JD Edwards World Payroll - EnterpOse.EmployeE USER Perpetual Pe etuM JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Project Management- Enterprise $M USER Pe ' tual in.0lieratino Bud et Perpetual JD Edwards Enterprise0ne Solution Concurrent. Users 14488155 156 JD Edwards World Quality" Management - Enterprise $M USER Pe etual in,Op6ratingU!;!'etferpetual JD_ EdwardsiEnterpriseOne Supplier.Self-Service 14488155 1 JD Edwaf'ds'EnterpriseOne-SUpplierZelf;Service.- Module Perpetual Ente rise;$M in 0 eratin Bud_et Pe `tual JD Edwards,Enterprise0ne Time and. Labor Module 14488155 i JD"Edwards Ent6rpriseOne Time and:Labor, -.Enterprise Pe etual Em to ee Perpetual JD Edwards EnterpriseOne-Transportation Management 14488155 1 JD Edwards'EnterpriseOne Transportation.Management Module Perpetual - Ente '7ise $ManO eratin .Bud` et Per etual . JD Edwards-EnterpriseOne Us Payroll.Module':Perpetual 14488155 1 JD Edwards EnterOnseOne'PAyroli.- Enterprise Ern to eee a etual JD Edwards EnterpriseOne:Warehouse Management 14488155 1 JD Edwards'Enterprise0ne Warehotise_Managernent - Module Perpetual Ente rise.$M in O` eratin` BUd e'tPe `tual JD. Edwards World Case Foundation Environment(Tool 14488155 1 JD Edwards"World Foundation-- Enterprise SM in Kit Module, Perpetual Operaihng" e Bud t�PIe fuel JD;Edwards World'Enterprise: Facility Planning;Module 14488155' 1 JD Ed_ wards World. Distribution Management; Perpetual, Ente p rfse;$M"in Operatin'iBuddetPe `etual JD Edwards�,World FASTR Module. Perpetual 14488155 1 JD Edwards World'FinancW Management-- Enterprise_ $M in Op` ratln Budj et.Perpetual JD Edwards World Financial _Planning $'Budgeting 14488155 1 JD Edwards WorldFlnancial Management°- Enterprise Module. Perpetual SM inO' erafin' 'Bud et�Pe`' 'etual JD'Edwards World`Inventory'l.OP Base Module' 14488155 1 JD�Edwards World Distribution Management - Perpetual Ente rise $M`in0 eratin f3ud et,Pe 'etual JD Edwards%World Multi=Site Consolidations Module 14488155 1 JD Edwards World Multi=Site Consolidations- Enterprise Pe etual SM in O eratin Bud`e2CPerpetual, JD Edwards World Plant And -Equipment Maintenance 14488155 1 JD Edwards World Manufacturing Management - Management ModulwPerpetual Enfe rise W-In 0 eratin Bu `ei`Perpetuai JD Edwards World US. Payroll Processing Module 14488155 1 JD.Edwards World Payroll -.Enterprise Employee ,Perpetual Perpetual Jd Edwards World. Accounts Payable, Module Perpetual 14488155 1 JD Edwards WorldFinancial Management.- Enterprise $MJn.Operating Bud et Perpetual ` Jd Edwards World Accounts Receivable, Module 14488155 1 JD Edwards World Financial'Management'- Enterprise Per etual $M in:OperatingiBudgOt Perpetual Jd Edwards World Address Book Module Perpetual 14488155- 1 JD Edwards World'Foundatiari-rEnterprise m1n: OperatingBudget Pe etuai Jd Edwards World.Advanced Accounts;Receivable 14488155 1 JD Edwards World Financial Management:- Enterprise; Module Pe etual $M.In Op6ratfrig 6tjOget,,0erpetuW Jd Edwards World Advanced Forecasting Module 14488155 1 JD Edwards`World Distribution Management - Per tual Ente rise'$M in:0 eratin` `Buis et Pe etual Jd Edwards World Advanced Pricing Module Perpetual 14488155 1 JD' Edwards Wodd.Distributiort Management - Ente rise $M in:A ratin °Bud et Pe etitaf Jd Edwards World Advanced Stock. Valuation Module 14488155 1 JD EdwaManagement- Pe etual" Ords:World�Dlstribution Ente rise $M 'in ; ratio :Bud etPe etuat: Jd Edwards World Agreement ManagementModule 14488155 1 JD Edwards .World Distribution Management - Per etual Ente rise $M in O eratin ;Buci of Pe. etual' Jd Edwards Wortd,Base_Configurator Mod ule 14488155` 1 JD'Edwards, World: Manufacturing Management= Enter rise: $M in 0 eratin $u ' etaf?e-et'ual Jd Edwards Wortd'Bu€k Stock Management Module 14488155 1 JD*.Edwards .World Distributign,,MAnagement-. Perpetual Enterprise=WMJn O" eratin -Budg et�Per eival Jd"Edwards"Worlo'Capacity Planning Module`Perpetual 14488.155' 1 JD; Edwards;World,Manufactunng Management, Ente rise-$M in O` eratin .`6ud etPe etuat Jd Edwards. Wgrtd Cash Basis Accounting Module 14488155 1 JD, Edwards, World Financial Management =: Enterprise, Pe tual S4in O satin j:Bud et (pe efual:' Jd Edwards World Computer Assisted Design Module 14488155 1 JD Edwards -World Foundation.- Eriterptise $M-in. Per etual OperatingBuii et Pe etual Jd Edwards World Computer Operations Module 14488155 1 JD Edwards Wo_ rtd�Fouridation - Efit'erpiise'$M in' Per tual O eratin Bud etPe etual Jd Edwards'Worid Contract;B"itling Module Perpetual 14488155 1 JD Edwards.World Project:Management-;Enterprise $M in;bperating BucigetPerpetual 41.11190 -1. McKissick, Raynelle Carlos.Mora lssued:by"Oraele America, hc., 03-MAYI-2012 .. RagEs�;4Qf-30,; License Migration Ratio Existin Licenses erminated" CSt Quantity Ratio Migrated Liceinses'(New Jd Edwards. World Conversion Programs Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual A Edwards World Documentation Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise SM in O rati Budget P&petuM Jd Edwards.World Dream.Writer Module Perpetual 14488155 1JD Edwards World Foundation - Enterprise SM in Operating Bud et Pe tual Jd Edwards World EDI Module. Perpetual 14488155 1 JD Edwards World Foundation- Enterprise SM in Operating Budget Perpetual Jd Edwards World Electronic Burst & Bind Module 14488155 1 JD Edwards World Foundation,- Enterprise SM in Pe etual Operating -Budget Perpetual Jd Edwards,Worid Electronic Mail.Module.Perpetual 14488155 1 JD Edwards World Foundation -.Enterprise SM in O eratin Bud et Perpetual Jd Edwards World Financial Reporting Module Perpetual 144881.55 1 JD Edwards World Financial Management - Enterprise SM in O eratin i3ud et Pe etual Jd Edwards World Fixed Assets Module Perpetual_ 14.488155 1 JD Edwards World Financial. Management -Enterprise SM in.Operatirlq Budget Pe etual Jd Edwards World, General Ledger Module,Perpetual 14488155 1 JD Edwards World Financial Management -.Enterprise SM in Op eratin` Bud et Perpetual Jd Edwards World'Homebuilde,r Management Module. 14489155 1 JQ Edwards World'Project'Management -Enterprise $M Perpetual- in 0 e ting Budget Perpetual Jd.Edwards.World Human Resources Management: 14488/55 1 JD Edwards World Human, Resources Management - Mod ulePe tual Ente rise Em Ioy.e Pe ' tual Jd Edwards World Inventory:ManagementModule 14488155 1 JD Edwards World Distribution Management - ..Perpetual. Enterprise SM in ,Operatirl budget Pe etual. Jd Edwards World Load and. Delivery Management 14488155 1 JD Edwards World Distribution'Management - .Module Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Multi -Currency.- Base Module 14488155 1 JO Edwards World Financial Management -Enterprise Perpetual SM in Operating, Budet Perpetual Jdl.Edwards.World Procurement: Module Perpetual 14488155 1 JO Edwards World Distribution Management, - Enterprise SM-in'O eratin 6udget'Perpetual Jd: Edwards,World ProductData Management Module' 14488155 1 JD Edwards World. Manufacturing Management. - det.Pe Perpetual Enterprise, SM in i0eratin ,Bud etual Jd Edwards World.Project Change;Management-Module J4488155 1 JD Edwards World Project Management - Enterprise-SM 'Pe etual in Operating Budget Perpetual Jd Edwards World Project :Costing Module Perpetual. '14488155 1 JD Edwards`World';Distribution Management - `et Enterprise SM WO eratin Bud Pe etual JdEdwards World.Quality Management -Module 14488155 1 JD Edwards World Quality Management - Enterprise, SM Perpetual in Operating Budget Perpetual .Jd Edwards,World Real Estate Management Module. 144881.55 1 JD Edwards World Project:Managem,ent - Enterprise SM Perpetual in,Operating Budget Perpetual Jd Edwards World: Requirements Planning Module- 14489155 1 JD Edwards World'Distribution Management - Pe etual. Enterprise Min 66erating Budget Perpetual' Jd Edwards World Sales Order Management Module: 14488155 1 JD Edwards World Distribution Management = Perpetual Enter prise SIVl in Operaiin Bud et Pe etual Jd,Edwards World Security .OfficerModule:Perpetual' 14488155 1 JD Edwards WorWFoundation - Enterprise SM in 0 eratin :Bud etPerpetual Jd.Edwards World Shop Floor Management -Module 14488155 1 .JD Edwards World Manufacturing Management - Perpetual Enterprise sM tn`O eratin" 'Bud`'et Pe etual Jd'EdwardsWortd`Subcontract'Management'Module` '14488155-- 'A ' JD:Edwards World Project -Management -?Enterprise SM Perpetual in 0 eratin Bud et Perpetual Jd Edwards.World Technical Aids Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Technical Foundation Module 14488155 1 JD Edwards World Foundation - EnferpriselM in Perpetual Operating Budget Perpetual. Jd Edwards World Time.Accounting"Module:P,erpetual -14488.155 1 JD Edwards World Financial Management -Enterprise SM in .O eratin Bud of Pe tual' XEdwards_World Warehouse ManageMent'Module 14488155 1 JD Edwards Wodd.Distribution.Management - Pe tuaI Enterprise SM in Operatin Bud et Perpetual Jd Edwards World Work Order.Management Module 14488155 1 JD Edwards World Manufacturing Management - Perpetual: Entdijirise SM in.Operating Budget Perpetual Jd Edwards World World Writer Module Perpetual 14488155 1 JD Edwards World Foundation- Enterprise SM in 0 eratin9 Budget Pe , etual. JD Edwards Enterpris60neCbre Tools and 312 infrastructure - Enterprise SM In Operating Budget Perpetual Software Update License & Support 0.00 630.51 4111190 - 1. McKissick; Raynelle - Carlos.Mora Issued by Oracle America. Inc. 03-MAY-M12 Page.5 of 30 Ratio Migrated Licenses New Quantity Net Fee., JD Edwards EnterpriseOne System Foundation - 312 6.06 Enterprise $M in Operating Budget Perpetual Software Update License & Support 220.68 JD Edwards EnterpriseOne Financials— Enterprise 312 0.00 $M in Operating Budget Perpetual Software Update License & Support 14,43&,70 JD Edwards EnterpriseOne Agreement Management 312 0:00 Enterprise $M in Operating Budget Perpetual Software. Update License & Support 819.67 " JD Edwards EnterpriseOne Capital Asset. 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 3,499.34 JD -Edwards EnterpriseOne Requirements Planning - 312 0:00 Enterprise $M in Operating Budget Perpetual Software,Update License & Support 441.36, JD Edwards EnterpriseOne.Quality Management - 312 0:00 Enterprise $M in Operating Budget, Perpetual Software Update License & Support 441.36 JD Edwards EnterpriseOne Advanced Stock 312 0:00 Valuation - Enterprise $M in Operating Budget Perpetual Software Update License.& Support 378.31 JD Edwards EnterpriseOne Inventory Management - 312 0:00 Enterprise $M in,Operating,Budget Perpetual Software Update License & Support 2,963.40 JD Edwards EnterpriseOne Bulk Stock Inventory - 312 0.00 Enterprise $M in Operating. Budget Perpetual Software Update.License & Support 378:31 JD Edwards EnterpriseOne Sales Order 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 1,576.28 JD Edwards EnterpriseOne Procurement.and 312 0.00 Subcontract Management- Enterprise $M in Operating Budget Perpetual Software Update License &, Support 2,963.40 JD Edwards EnterpriseOne Advanced Pricing - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 21-175.27 JD Edwards EnterpriseOneWarehouse Management 312 0.00 - Enterprise $M in Operating Budget Perpetual Softwa4LIpdaie License & Support 1,923.06 JD. Edwards EnterpriseOne Transportation 312 0.00 Management- Enterprise $M in Operating Budget Perpetual Software Update:License& Support 1 670:85 JD.Edwaids EnterpriseOne Contractand Service 312 0.00 Billing - Enterprise SM. in Operating Budget Perpetual Software Update.License & Support 2;01.7,64 JD Edwards EnterpriseOne. Project Costing - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update license & Support 2,679.67 4111190 - 1. McKissick; Raynelle - Carlos.Mora Issued by Oracle America, Inc: 03=MAY-2012' Page 6 of 30 'Ratio-Misrated Licenses. New Qijanft Net Fee JD Edw'arft-Enterprise0n.6 SeNice ManagemWnt 312 0.00 ng Budget Foundation - Enterprise SIM, in Operating Perpetual Softwa!P'Update, ILipepse, . & Support JD,Edwards,Enterprise0ne Manufacturing, 312 0.00 .Management Enterorisi-e',W in Opeinatin'g'Budget Perpetual .11.254.62 JD Edwards Enterprise0ne.Co nfigurator -Enterprise 312 0.00 - SM1.9.0perating Budget Pirpettuall , Software Update License & Support 1,73191 JD;Edwards,EnterpriseO- Humatf.Resources - ile 1600 0.00 . - Enterprise Employee: Perpetual 'Li6e6s-e'& -Software 'Update Support 5,69915 JD,Edviiards EntftrisL-One S61f-S6rviceHumah 1600 OM Resources- Employee, Perpe , tual Software Uilidatelidense'& Support 2,310,50 JD -Edwards; Enterprise0ne Customer Self:Service = 312 0,00 Enterprise $M n g-B OWiii n - uo4k:Per i pe.'t'ual' Software Update License&,Support 535:94 JD Edwards Enterprise0ne'Supplier:Se,K,�'Service - 312 0,00 E -rorise Win Operating Budjet:Perpetua I I rite '&. support - §oftwire Update License JD Edwards� EnterpriseOne Time -arid' Labor - 1600 0:00 Enterprise Employee Perpetual ,Software:I Update LicehiseA Support .3,388.75 JDEdwards Enterprise 0 - rVePw6fl-Enterprise 1600 0%00 Employee Perpitu.al, . I .Software Update License.& Support 6,931.51 JD:Edwards Enterpr1se0ne,Service Management - 312 0,00 Software Update License & Support 1,197,97 JID-EdwardsZnterpriseon6 Case,Mana'gement - 312 0.00 In Operating Budget Perpdiuil , .En!eT , S,p - da I te :License t Support 1, 954.59 JD,EdWar"ds'EhtLmrodsL:iOneCRM FdLhd4tidh 312: 'OZO E — , , peratigg �i nterprise,.sm Jn, 0 Budget t Perp iiiva - . `Software Update Licerise:&Suppdrt 598,99 JD Edwards Ehterphse0ne Real Estate Management- 312 0,00 $ "' 'Cker6tih e -Enterprise Min Operating Budget Perpetual Ooftware,Updaiei License.'kS'upport.' JD:Edwafds-Wo'rld Foundation - Enterprise-SM in 312- operating BudgetPerpetual SoftWate' Update License &'Support, 1V9.67 JD,Edwards World Financial Management '7 312 0,00 Enter prise$M-in Operating Budget Perpetual Software. Update Li se . :& Support 14438,70 JD orl EdwardsWd Mulb-Site:Consolidations - 312. 0.00 eiiting gudgit'Oerpetuil Erjte�rpri , se :$M,' I * n Operating Software Update, License:. support 1,670.85 JDEdwards World Distribution'Martagement- 31.2 0-010 Enterprise $M jrt Operating Bildgiii Oerpet6al` t6ftware,Update License A'Support 411111W- 1. McKissick, Riynelle-,Carl6s.Mora lssuLd, by Orac'Ie America, Inc., 03-MAY-2012 Page-7 of 30 Ratio Migrated Licenses Nevin Quantity Net Fw JD Edwards World Manufacturing Management - 312 U0 Enterprise $M in Operating Budget Perpetual Software Update License & Support 11,223,10 JD Edwards World Quality Management - Enterprise 312 0.00 SM in Operating Budget Perpetual Software Update License & Support 126.10 JD Edwards World Human Resources Management - 1600 0.00 Enterprise Employee Perpetual Software Update License & Support 3 850 8,4 JD Edwards World Payroll - Enterprise Employee 1600 0,00 Perpetual Software Update License & Support 6,931.50 JD Edwards World Project Management - Enterprise 312 0.00 SM in Operating Budget Perpetual Software Update License & Support 2,42T47 Pro rams.and P 64rarn Support Services New Licenses _ Product 'Descri -on 1 Incense Type Quanti Net'Fee' User Productivity Kit Standard.- UPK Developer Perpetual 1 9.975 00 Software.Update License & Support 219450 User Productivity Kit Standard - Application User Perpetual 10 513,00 Software Update License .& Support 412.86 Oracle Technology Foundation for JD Edwards EnterpriseOne.Upgrade - 1450 36,E)0017 Application User Perpetual Software Update License & Support 7,920.04 Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - 150 7;,2t}0,00 Application. User Perpetual Software Update License & Support 1,584M Program and Program Support Fees 65;499:57 Fee Description N`Fee Oracle Programs License Fees 5308,17 Oracle Pro rams Su ort'Fees 1 T;'811.40 Ratio Migrated Licenses (New) License Fees 0:00. Ratio Migrated Licenses (New) Sup ort Fees 135 984.0.1" Back Support Fees 38746,13, Total Fees 240,229.71' A. Agreement and Modifications to the Agreement I. Agreement This order incorporates by reference the terms of the Oracle License and Services Agreement V063011 and -all amendments and addenda'thereto,(the agreement"). The defined terms in the agreement shall have the same meaning inahis order unless otherwise,specified-herein: 2. Modifications to the Agreement The following new paragraph shall be added following the first paragraph of Section I (End of Agreement): "TERMINATION FOR CONVENIENCE. You may terminate this agreement at, any Itime,by providing- Oracle with ninety (90) days pnor.wrrtien: notice however, termination shall not -relieve you of your obligations as set forth in this agreement. Any ordering'document`outstanding.aitfie tiro of,fermiiiation of this agreement shall continue to be governed by this agreement as if it had not been terminated," B. Terms Specific to Program(s) 4111190 • 1. McKissick, Raynelle - Carlos.Mora Issued by Oracle America. jnc,.03-MAY-2012 Page 8 of, 30 i. Delivery and Installation P:.You are respons . i6le-forinstallati-6nr,pf-,Ibq�-,,prpgr;Rms unless ,t I he programs, have been -pre -installed by-,Oracleon.ihe hardware you,are purchasing ,under the -order or you p respect 61such programs" b. Pnacle has made availabI6 to you ;for ;electronic dbWriload at the electronic, delivery- 'web, sitelocated it the, f6iloWirig.Anterni URL: http'./fed6liVe,ry:oracle '.(:ori�f(ixempttfie-p'rograms-listed-. above.% Through the,internet URL, you can access and,electrocatly download -to yourCalffornia location the;current produdiori release:as of the effective date -below ofthe software , ni and -related n - for prog ra m li siiea,'ab ovie. u,shallaye.,60.d. offiAhe effective dateto this'otdenng, ocument. o -complete`the,66Wh load ofthesb'ftWar4and: ocumentation.. Please; _. ry delivewebsiteOracle is under, no- urtttor de,iverYL:ol rgation-under thrs,ordermg,qocume Uele rontc, or otherwi,se.,`You return the n, attached itertifiit t 6f:Ek'ctrbni6 Delivery 'sirn6ltaneoUsly.`W'tfi: the: execution an d'eetu m, of this ordering document. . 'ShoLiid You require a replacement I copy of theprogram.documentation, such ieol�cern'ent", copy shall also be delivered,"electroni6ail ,i �You shall not :be4intiti6d,to any.replacement copy software y ogra-m obuin ein'tation, other'.thain- updates Odaite's'*proi vi ., d , ed :oracle tinder I eir tec h .1 hfca 'P'o rV in the form ci�, tangible media':fci�the` '�P�ftwaire or: the- 6i i d I'sup ' rt se im if ordered.. You,ackhowledge and: agreeA haf(a) �you : have notreceived any.tangib[e,media for -the � pr6g rams- listed, above, as, of the effective date and , (b)any ove., Further,, ' � acknowledge h rights to receive i�edia'granted .u'hder t'h'e-a-gr"ee'rn"e'nt,sh;iii]'n-ot"b"ea'p�'p"lic2blLx to oepr6videid fo*r-the' progiaims',listed 'ab" F her,, you' 'acknoW ed " that 9 .the ef6&r6nIc_own oad-defivery rne411 be app'-lic7a:bleto"Oracle's :d.eliv-ey-oblig'att'ons_,for rthe nitjil,66py oflkeprograms listed -,above -and shall.not Vicable Wany;de i ey.ofupdatesand,ortephn cIsuppprtservices'order6dunderthisrdenngdocumen, _G..,'denera'l-terms .For, all, program k6nses,lt" commencement -date is the - date-,of,shipment of.tangiblerripciia! ot.upon the eftctive date'of this order'if�shiprnent,of tangible rneciia,Jiinot;requirid. e �for� [:- 111. on.shipment . The period .6fp -0dirmande' a I services for'the' prbjrarm.is'effec%ve' of tarigi bie-m4dia''or upon the effective date Of this order if shipm ent of:tjngibte media is not required. Z.,Territory The, program licenses included an th islolrd era re for use'in t,he, U.S: I.:§uTimary,oUees You; -have. ordered prograrns,, hardware'. andibr- Ii months ofjec hnicat-support:serviices, tfsted`above''iI S a summary a Unet'16es,due,und erthis order. These fees ani,in: us5611ars.,and ,are`ei6lUsive of.any apOlicableshipping c argps or appli.6 61 axes. 4-Pr*!r,lngIn!voiqing-aqO.Pa m ntObligation -b-Se'vicejees,a r'e',jnV6c6d::bftee'th6! i'dror-manc, , .,o.1 esev'ce; spei,ftallyAedhnical suppor-fe'e& I are.,ihvoip6d'Oiaitedy,ih.arrezrs'-exc6pt-f6r back supportfeeswhich; are ihvoicedas ofAhe.,effe6five date: ,c. Provided -that yoy comply with , the delivery. - terms in the he, . Delivery stillation set ti on;,,Oracle steal! 'ir6finvoice you for -sales tax:pu.rsuari6o dWif6mia y and in Irairris d6liv�redbi* y'el e d. Wnioad;� however-, you' agree indemnify��and hold hamiless from and: law-b7aseid on N net license fees Above: or the: programs ctronic download Ora --caimsjosse�, dii�64`es�..c6ii; :and expensies.-o'an' iition.of,46'W-�bised on the: net. cen 4's' program against, any sing: rom imposition ii i ie',fe fo� s invoice y-owand you are required. to;pdy an yl a ppjica ble, -taxes related to the,net.suppqrt e icaily,,Software licenses listed above; Oracle hill tech, i je _ s (specif., 'Llodate . ', L i ce n'sd'& Su;pp brt 'fees) -fo rth e'ordered technical s6pporVservices, I isted. above. p d. Once. placEidjour drdershall beih . on- . ca . nceiWe;andthe sums paid: nonrefundable, except as provided in the;agreement 6'. Program.fdei ard invoited4s, df,-thia66ffirTi6666ryi66t,d4teI forthe programs. f.'-You'.'u6d6rita'nd,,tt(atypO�may'r4cdiv6muitfo[iB';i-nvo-i-ces'from,u's-,f6,r the products airid/or.sery ices you ordered:. 5."SegmentatI66 The-purchne 6f,(;j)ihard,viir6.an,d/dr,e,ii.1'ated hardware and, , y seppraie"from an :otherprqe( (i) hardware.an R, programs: -and/or related technical suol .or oenvery',OT program "or (ii r i) others - services ,(d)'other services -are a!1'.separat - doffers, - 114chnical support,-, Qji),other �*- services . is not ery of 6; Sburce Pdde Oracle may -deliver 'source code as part of, its,st - andard_delivery for pa , fti6uiar prograjms, . 9perati ng sys I tem°oir integmted.sof Ware; all source.codLi delivered' by,QraqieIls,sUbje'ct,to the:Wms of the acireement,th.e appi,icable,o,rde,r,and.the-a,ppticableprogFim.doc6-rri6r tatio,n,. 4111 ISO'- 1. McKissickfWnelle:_ CaddsMora ISSUeldJby OraCle Amerlca,IMC. 03'-MAY-20.12 Page 9,'of 30 7. Order of Precedence In the event of inconsistencies between the terms contained in an order. and the agreement, the order'shall take: precedence, The,,order will. control over the terms contained in any purchase.order.. 8. Customer Reference ln' consideration of the discounts.granted to you under-this.order, .Oracle may refer to you as a customer�in sales 'preseritations,r,marketing vehicles and activities: in' addition you`agree, to become part, of .Oracle's reference:program'by working witWa representatiye,'from Gracie Markehng;to deveiop'-a customer"profile, for use'on Oracle,com'and for'other promotional activities at Oracle's di§cretion. The-profite;wil include a quotefrom:an executive of your company and your"company's.logo. D. Future Purchases 1.Expansion a. If you exceed your licensed quantity you must order the programs (and. first year "Software .Update License 8 Support for: the programs) at. the - appropriate license and support fees specified on the attached Expansion Exhibit, A. The: number of additional program ticenses to be,ordered shall be equal to the actual number of Enterprise Employee or the actual amount of Enterprise $M in. Operating Budget of the. order date less, the -total number of licensed quantity (under this ordering document or other ordering documents). rounded up to the next increment >on,the.attached"ExP8n*ion Exhibit A. b..The license definitions and program specific terms contained in the Order Specific License Definitions and Rules,sectionvithin the.License;Definitions and Rules (Section 'Q)'of agreement will apply to program licenses ordered pursuant to this section. c. Oracle has no delivery obligation for program licenses ordered pursuant to this section. E. Other 1. License Summary The license summary section above provides a comprehensive list of the program licenses that you.have ordered pursuant to'this ordering'doi�irnant: The License Migration tables describe in further detail the program licenses and associated fees. 2. License Migration You agree to migrate licenses previously acquired to new license types and/or program names. The existing, lioensesto be'rigrated arespecified ii Ratio Existing Licenses.(Terminatedj_column(s) above: These licenses are migrated. to the number of licenses andaicensetypes specified in`the�Mig Lcenses(lVew} cotumn(s),above. All existing licenses that are being migrated will" be deemed terminated upon execution of.this°,ordering tlo"curr Notwithstanding the preceding,and'piov�ded.that you maintain technical support for all of the licenses specified inthe tabte(s)'located above; youimaj both the Existing licenses (Terminated) an&the Migrated Licenses (New) provided your usage does not;ezceedthe'amount'forwhicfi you`(ij,areiice (with respect to the Migrated Licenses (New)) and (ii) were: licensed (with. respect to, the Existing laoenses (Terminated)} AY file end;:of'`the trap; period..you will no longer have any right to use the terminated licenses. If your licensing needs increase in the future, you must purchase, any nece3 licenses to meet your inclosed needs. You will hot be permitted to reinstate the terminated.lioenses. During thetrarf idion;period'Oracle will coritini provide technical support, if ordered, for both the Existing Licenses (Terminated) and the Migrated.licenses{New). 3.- Back Support The track";supportfee amount as -of 31-MAY-2012 is reflected above and represents an estimate; ofthe back support',fee'. The actual,back support fee will be processed as of the effective date of this ordering document. 4: Limited Use Programs a. The JD Edwards EnterpriseOne;Capital Asset Management.- Enterprise $M in Operating Budget Perpetual program marked with'an asterisk'(' inthe, tables above section A is a limited -use program:. This program may only be' us6d for Basic Equipment Manag xnnf ef.1nc ticrfi tyr b. The Oracle Technology Foundation for JD Edwards:Enterprise0rie'Upgrade -Application User -Perpetual program marked with�two asterisks (" ]n;the tables above section is a limited use program. This program may only be used :with your, JD Ed%i a,rds SiDIf-Service a-ppiications. 8: Offer Validity By signing below the parties agree that the'agreement and this order constitu*the'entire.agreementbetween the parties with regardtothe subieet matter` herein and as such, 'no other preprinted, non -negotiated or other terms and conditions, on -the me custors purchase order'be elsewhere; shalF apply",: The offer is validthrough 31-MAY-2012 and shall become binding upon execution by"you and acceptance by Oracle: 4111190 -1: McKissick, Raynelle - Carlos.Mora Issued by gracle Ameiica, Inc. 03=MAY-2012 Pa., , 0 of 3-0 City of Huntington Beach r Oracle America, Inc. ,Signature, 'Signature N Name ame Title TitI16 2ro- Signature. Date Effective, Date (tc1b6,,cd6ipIeted by:Oeacle) APPROVED A&TO FORM r JENNIFER-M Deputy City Aftmy issued'by braidle Amefta;, lnc:O,3�MAY-20.1 2 P1 9 11-of. 30 EXPANSION TABLE EXHIBIT "A Listed below is.the license fee and first -year Software Update License & Support fee for.;additi6nal'progra , m,1icenses:f&,th6:,GracIe programs listed under this ordering document with the license type "Enterprise $M in Operating Budget" and; "Enterprise Em that be�purchasied.p. S, may I uant tosectionblL -Product Description License Type Udiaftiiii° Fde` Increment FiriA Y6ar.'Sbft&af&,i U-0-date U-ce-h-s'el Support t k6ii Increment ,JD Edwards EnterpriseOne Core Tools and Infrastructure JD Edwards EnterpriseOne System Foundation JD Edwards EnterpriseOne Financials JD,Edwards ;EnterpriseOne Agreement'Management � JD Edwards EnterpriseOne Capital Asset Management JD Edwards,EnterpriseOne Requirements. Planning JD Edwards EnterpriseOne Quality Management JD Edwards Enterprise0ne Advanced Stock Valuation JD Edwards Enterprise0ne-Inventory Management JD,Edwards EnterpriseCine Bulk Stock,Inventory JD Edwards EnterpriseCine Sales Order Management JD Edwards EnterpriseCine Procurement and Subcontract Management JD Edwards Enterprise0ne Advanced Pricing JD Edwards EnterpriseCine Warehouse Management JD Edwards EnterpriseCine Transportation Management JD Edwards EnterpriseCine Contract and Service Billing JD Edwards EnterpriseCine Project Costing JD Edwards EnterpriseOne Service Management Foundation Enterpri'se',$M Operating- $4 491514'00 9 1 8.893'.66 M :216 JD Edwards EnterpriseOne Manufacturing Management Budget JD Edwards EnterpriseOne Configurator JD Edwards.EnterpriseOne Human Resources JD_ Edwards Enterprise0he Customer Self Service JD Edwards EnterpriseOne Supplier Setf:Service JD Edwards, E'nterpriseCine Time'and Labor JI) Edwards EnterpriseCine Payroll JD Edwards EnterpriseOneServiceManagement JD Edwards EnterpriseCineCase Management JD Edwards EnterpriseOne CRM Foundation JD Edwards Enterprise0ne Real Estate Management JD Edwards World Foundation JP Edwards World Financial Management JD'Edwards,World Multi -Site; Consolidations JD Edwards World Distribution Management JD Edwards.W6rld Manufacturing Management JD.Edwards,WoNd Quality Management JD Edwards World Project Management JD Edwards World Human Resources Management Enterprise $1181320:00 $26 03040, 160. Employee JD Edwards World Payroll 4111190 1- 1, McKissick, Raynelle - Carlos:Mora Issued'by Oracle America, -Inc,, 03-MAY-2012 Page 12 of Certificate ofEWctronic Delivery 'this -Ceftificate- 6f'Electrbnic b6livery is executed as of the 6#edive-date tet`forth'helow citj,:6f,,Huntington. Beachj'ybu"} and relates :t0h.e-electron: delivery, 6rcertain soffWarp programsprovided by Oracle America, Inc;;rica, lnc�("Oracle") of Certificate El.paronic'Delh/M. shall be g6verndd bythe ternis,of th bla6i6l-i 66-rsie 6'nd"se-r'v'!'de's-Agie'eme6tV063011",betwee . n .1 you .1 and.6racle dated (the "agreement"); As 6fft date, 'haii"p'r6vid6d,.yo'u'*th 4nAntbaildf URL'thro6gh which,y6ulcarr d6minload all th (t!W-`cirderjhg:doqunient7).. You will have,60 day Youagree'that Oracle -has completed,.all,of the deliveryzresponsi6iii ds--required, t y,-the: ordering -document and'the -nreem rifand-no additional shipment the progiai m'son 'disik's, fao'O-is', eitc'j ' K'required: )�s all.be prov or is TheVfective,l) of this Certificate of ElectronicDelivery is 2012. We �qerffi APPRQVHj)','AS'-.T0 JENNIFER M&RATA,CA;yAftmq 94 'A 411'1�190-1,McKissick.Ra nelle-Carios:Mora Issued by, mcle. 7.66ca,,Jnc. 62i -2012 Pagelof 3-0 ORACLE LICENSE AND SERVICES AGREEMENT (OLSA_V063011 US) A. Agreement Definitions '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 ofinstalling or operating the pro grams'with:whichahe-ancilary program are"•delivered: The term "program documentation" refers to the program user manual. and program installation manuals.. The,term 'programs ,refers,to,the.softwsre` 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 o{ other ,services whletl yquu h aver ordered. B. Applicability of Agreement This agreement is valid for the order which this agreement accompanies. C. Rights Granted Upon Oracle's acceptance of your order, you have the non-exclusive, non -assignable,, royalty. free,' perpetual. (unless otherwise ecified in the ordering document), limited right to use the programs. and receive any services you ordered solely for your internal.business operations and subject toahe terms of this agreement, including the definitions and rules set forth im.the order and the program documentation. You.may allow your. agents' and contractors (including, without limitation, outsourcers).to use.the programs forthis purpose and `you areresponsible foe. their compliance with ttiis agreement in such use. For programs that are specifically designed to allow your customers •andsuppliersto,interact with you in,the: furtherance of your internal business,operations;, such use is allowed under this agreement If accepted;. Oriole.will`notifyyoui and: this_n'otice wiitinciude. a'copy`of your agreement. Program documentation is delivered with the programs, or you may access the documentation; online at nttc<'.'o:a ie.coi~.rco atraefs: Services are provided.based on Oracle's:polides for the applicable services ordered; which are subject`;to change, and the specific policies applicable to you: and how to access them, will.tie specified on your order (except.technical support. Services, which are as specified in section H of this agreement). Upon payment for -services, you have the non-exclusive, non -assignable, royalty free,.perpetual, limited right to use for your internal business operations -anything developed by Oracle -Nand delivered :to you under this agreement;;however; cei#ain deliverables may be subject -to additional.license.terms provided in the ordering document The services provided under this.agreement may be related to your license to use programs which you acquire under a separate<order. The agreement referenced in that order"shall govern your use of such programs.. Any services acquired: -from Oracle are.bid,separately, from such program licenses, and you may acquire. either services or such program licenses without acquiring:the other: D. Owners h i p a n d. Restrictions. Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership_ and intellectual, property rights to anything developed and delivered under this agreement resulting from services. You may make a-sufflcient number of COO,*, of .each program for your licensed use and one copy of each program media. Third party technology that may be appropriate or necessary for use with some Oracle.programs is specified in the program documentation: Such third party technology is licensed to you under the terms of the third party tech nology license agreement specified in:the-program documentation and not under the terms of this agreement. You may not: o remove or modify any program markings or any notice of Oracle's or its licensors' proprietary rights; a make the programs or materials resulting fromthe services available in any manner to any,thied partyfor use -in the third party's-business operations (unless such access is expressly permitted for the specific program license or materials from thi services you have' acquired); • cause or permit revwse:engineering'(unless required bylaw for. interoperability), disassembly ordecompiiation of the.,programsi(the foregoing prohibition includes but is not limited to review of data structures -or similar materials produced by programs); a disclose results of any program benchmark tests without Oracle's prior written consent. E. Warranties; Disclaimers and Exclusive Remedies Oracle warrants.that a program licensed to you will operate in all material respects.as described in the applicable program documentation for, one Year after delivery{i.e.,,via physical shipment or electronic download). You must notify.•Orade of any program warranty•deficiency within,one'year after delivery. Oracle also warrants that services, will be provided in a professional manner, consistent with industry standards, You myst.notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services.. ORACLE DOE'S NOT GUARANTEE THAT THE PROGRAMS WiLL. PERFORM ERROR-FREE:OR.UNINTERRUPTED OR,THAT, ORACLEWILL CORRECT ALL PROGRAM ERRORS, FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE'S -.ENTIRE LIABILITY`SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS. THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE,,. CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY,.Ei�D YOUR PROGRAM LtCENSE'AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY'UNUSED,'PREPAiD TECHNICAL SUPPORT FEES.YOU,HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF"THE DEFICIENT SERVICES; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU.MAY END THE RELEVANTSERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES. TO THE EXTENT NOT PROHIBITED, BY LAW, THESE .WARRANTIES ARE EXCLUSIVE AND THERE ARE NO'OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF- MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. F. Trial Programs 4111190 - 1. McKissick, Raynelle • Carlos.Mora Issued.by Oracle America, Inc. 03-MAY-2012 Page 14lot '30 .J., Feesd-Taxes, All.fees:payable Ao Oracleve due :within ,30'days-from-the invoice Aste.- You agree.to,payany sales, valud--added;orother similautakes'imposed by the f Oracle's i, Also, -,you Will applicable la*t6ib ra6le must`paiy-bai6d�on, programs forincome. r6imburse-bracle for reasonable expenses related to providing the,services. Fees for services liked in, an: ordering -document, are, exclusive of taxes and expenses: _ You agree that, you,,have, not relied on the futLiri?:avgila6if--4,oi''a,ny, progiams or upda,te's in entering into the pa, yment obligations,. in your ordering document: however, (a) if you order'SULS for programs.,`the preceding sentence does,not relieve Orade�,cf,its. Obligation, to,prcvide updates underyour ordering;document, id4na-when available', in: accordance with Oracle's then *current technical support. policies. and (b) the' preceding sentence does- not change the.ri oinder'you'r ordering document, per4he terms -of Your ghts,granted to you'for any program licensed ordering documen t and this agreement., K.- Nondisclosure: B y�M rtue, of this: agreement,the partesmay have access -Io - inforimation.that, is. confidential, to one � another ('confidential: information); We each — ( I h iti6ri,indf R ' unifier this agr�emenj. C64de A all bi agre� io:discld",6nIyJnf6'm isie-oui , f6r.the'pe ormance.dfobligations�u�, ntia informatiomsh, e.limiled t6 the terms "and pricing urvderthis<agreemefit and all information clearly, identified as confidentialit the. time of disclosure.- Kpirty!s corifidential,infoirnation,shall not,include inf6rmaiion,that-,-(a}As_or becomes &part of:the:public .''," I I domain1thro,ugh no,act:o- r-omission of the other �aky: (b}4is in the dffiir.party'slaW6l.possession proutohedi�616�ure�aid had not:been 0 tainedy .the o her party-erther'direCtlyor indirectly-Pi�i��(c) is lawf011k'disdosedsto the other party_bya A ird paty'mithou restriction iorowthe"di§ disclosure; 0r- (d) is independently developed'byjhe4th6r,' party: Wei each,agra616, bold ,ea,qh Pther,s- confidential ,,ihfdftTi6tibn:in. ,confidence ,f6r AppriW of1hreie-years'ficim the; date 2 of, disclosure; Also, we each agree to:disclose confidential information U'"uili6nie'aAiiclos6re.� Nothing; 'h --required to, ,'protect lt,agii N_h!ng; y to those employees.qr age.nts,w o,are. "-t4'_ t_r1.;,.1 'd' proceeding, shalt pr"ent,leit.,h,e,r,�party�frorii disclosing: a erm.sor,priciri.q.-i.in under arising from, of niciion with� 6ji,,a reement,or disciciiing,"ihe confidential- information to � a,fediBrW or,siaie,q6vernme '61,entitv as required by 0 In co, !;,,Entire ' Agreement Yowagree, that, this- agreement, and the: informationwhich is'ificorp6ratiiid into thisagreement by;written.reference:(inciuding,(ef6ferI66 to.infdrimation contained . iii i.tURL dr:'referenced policy} ,together with the,: applicable orderingdocumenta�� 'the. co for -the programs;aridior agreement'Tplete a services ordered 6y,you,_,.�-and"that this' agreement super' -d' p6raniblis agreements: or, r6pie s6taiiorii.l written'. o,r`o'raI,'tregardinq .W, �pa I prior pri66nterri, aig'rei-eiment- i's 466 hd.i6 be invalid , d or unenforceable. the�,remaining such.-OrDi_provisionswill.remain a cWe. 'a ferm:coniisteh j and., such, term ishall be-replaced,wittf. , , . flMiK41ne � purpose'andintent, of i his. agreement. ftis,,,expressIyagreed .at,theterrns.of this re6meiiiand 4-any cir" i' fd d6curr4`nf4hilI_-'s'U ' , _ _,_ � :.,� , ` tu-. this, agreement ' -terms' acle,o enng� persede,,the terms iq,,,jny_,p tchase,.order'or'bt�4r,�n6�LOii6e' 6 nt.and no included --in any such* P�4a".-,�Aee r' r,othei'npri-6iadle document shall apply to the programs dndl&,S�ervices "eirei:i., this agreement an ordering ,documents may not.be-,modified a-dA` h`i-r-gh t's and restrctions'-Tay not be ered of waived :except nvawhthgfsigneid orJorApte6online through ihe,cricteStarebY'authZiizec representatives of and of.:racl' Any'rieNo.e-require under this zgreement"shaft be.proviid to the oilief,party inwritihg. MY , Olt rHE- 'OF 614 6'''Other, TTh is -agreement is,goverried by. the_substantive� and procedural laws'.,of,California and:y' ou -and 0 ' facle agree tosubmit'to the exclusive Jurisdiction nu .. .... 'ForriaJil'a .1� 6t&,a re ating to , is venue in;: the courts -in kil titi' a Santa bar 14 " I ny isp t, of and Frpjqscq,-,�an Mateo, a 010unties,ih agrqeqjen ,2., if -you have a dispute with ,Oracle -or.if,.y.ou.wish;t o provide a notice under 6e, I lhdemn ifi6ation:secition of-ihiiagreemen I t, _or - i . f. yqu.become sub I I I ect insolvency. sotVen6y, or wriftennoti6eA o or' legit proceedings will, promptly: 0. 560 Oracle- Parkway, Redwood City, balifornia';_United -States; :94066; Attention-:06rie"ral Counsel;,Legail Department. erAhe program - s iheiin dryidual or e n You may not. assign this agreement or give,or, transf and/or any services-cr an interest them to,ano. ' Oty,. if . I I - may t:_ I , 1-% , ' ' - '' ' " ,secured p�' ' ' ' _ �'transfefthe'priigrams YOU grant a- security interest:'in the -.pro 41"��'aii�,�4r�icei�,8eliver6'bti�i,,ih6�iecur' party h I I , Use Or _grams an oi y as no right to: and/or any services delivera6le-S- 'and. iuyov decade to finance, your. ac4uisftioin 60664r-o'grams an or any services, you will follo'w,Oradlb's a6ttt:11 oracle.com-1 .pok e re ardihg fi�nancing whic� are g 4_ - Enept,foractions,f I or- nonpayment. or :breach , of,,Oracle 's: proprietary rights, no. action, regardless of -'form, :arising out.of'q! relating tothis agreement may., be.broug ht:by,:eiti.4r party morelthan Wo.ypars:a er cause of a c-itio has'accru Ciirlos:Morii Issued by Orkle Arherica, Inc.. MAY 0 2 P6 4111190-1IMcKissick Raynelle,"0�16,2 1 g of 30 You may order trial programs, or Oracle may include,additional programs with your orderwhich you may. use for trial; non-production°purposes only. You may not use the 'thal prdgrams toIprovide or attendthird 'party .training on the content'aniUor functionality`:of the "programs.. Y,oa haves30 pays from the. delivery date to evaluate these programs. If: you decide to use, -any of these programs,afterthe 30 day, tnaf period`*.you musVobtaitt;a license for such programs from Oracle or an authorized distributor. If you decide not t6o' btaina license'for;any0rogram?afterthe'30;;day trial period; you will cease using and will.delete any such programs from your computer. systems. Programnlicensed'for trial purposes; -are provided."as�is" ,and Oracle does notprdvide* technical support.or offer any warranties for these programs. G. Indemnification. If a third party makes a claim against either you or Oracle ("Recipient" which may refer toyouor Oracle depending: upon, which party received the Material), that any information, design, specification, instruction, software, data, or material("Material")'furnish'ed by either you or Oracle'("Provider" Which may refer toou or,Oracle depending on -which party provided the�Materiaq, and used bythe.Recipient inf yringes its intellectual:property rights; the Provider,.atits sole cost expense; will defend the Recipient against the clairnarid indemnify the Recipient orn1he damages;diabilrties;:costs and expenses` awarded by the' court to the third party claiming- infringement or the. settlement. agreedto, by'the Provider if;the Reclpient'does't#re following., notifienthe Provider promptly in writing, not'laterthan 30 days lafter the Recipient receives notice of':thedaim (or,sooner"if'required,by applicable law)' gives the Provider sole* controllofthe defense and any. settlement negotiations; and gives the Provider the information; authority, and assistance.the Provider needsto defend against or settle the claim. if the Provider believes or it is; determined that.any. of the;:Material,may hays"violated a,fhird, party's' inteIle choose to either modify, theMaterial to be, non infringing (while',substantially preserving Is utility or functi continued use; or iflhese afternatives' ire -not`ddminerciatiyreasonable, the. Provider is ay end`the Ircense'f Material and refund any fees the Recipientmay.have'paid-to-the other. party-forit and any unused, prepai f Oracle for the license_ If you are the Provider and such return materially affects Oracle's'abilit,y to. meet its of Oracle may, ants option and upon;30 days prior written notice,- terminate. the order. The provider will -not' afters the Material or use&'4, outside the scope of use identified in the Provider's: user documentation or Materials which has been superseded; if ihe, infringement claim could have been avoided byusmg'an unalter was provided to -the _Recipient: The. P.rovider,will not indemnify the Recipient to the extent'that an!infnngeme designspecificabon rnstruction, software .data or material not fumished. by'ttie Provider Oracle will n infringement claim is based upon ttie combination of any Material with any products:or services not prow you for infringement caused by your actions.against any third party if the"Oracle, program(sj as.delive'redAi terms of this„agreement would noYotherwise infringe any third party intellectual°property rights . Oracle'wiil claim that`is,based on (1) a patent that you were made aware of prior to the effective date of.`this.agree notice), or-(2) your acUons`priorto the effective date.of this agreement This•'sectio n--providesthe`parties: claims o,r damagies. H. Technical Support For purposes of the ordering document:. technical support consists of annual technical � support,services you may,, have, ordered for= the, prograrns.,;'ff ordered annualtechnical support (inctudrngfirst yearand all sobseGuentyears) is provided under Oracle's`technicai support policies rn effect at,the time theservtics"`arie provided. Ttie technica!'siippoit ponies; incorporated in this agreeriient, are subjeet;to.change at Oiacle s discretion honwevet; Oracle policy changes will not result in, a. matedafreduction in the level of services provided>for, supported, pro.grams,dunng the period for which,fees' fortechnical,supporfhave 'been paid: You `shouid review the: poiicies.pn.or td entering into ttie ordering document for;the;�apptic2�ble`services; Ypu mayaccess the current version of the -technical support;policies at Uhito /taract e.cort,tcanrractslkH. Technical support is upon the effective dateof the ordering document, unless otherwise stated in your order. If,,yourorder-was placed, throughthe,Oracle Store; the effective dateis the date your order.was.accepted by Oracle. Software Update License;&Support,(dr anysuccessortechnical support offeringaaSoftware'Update;ticense:&Support`"St1t S) acquired'with.your order may, renewed annually and. -if you -renew SUSS for the same number ofticense_s for ti e..same programs 'for ihe::firstand second .re` eiwaf years the fee for SULS will not'increase: by more than 4'%a over the prior ye:ar's`fees: If your order; is fulfilled; bya'meriiber of Oracle's partner program; tkie feefor BULB for the first renewal year wiil 6e.the-p66-e quoteddo,you. by your. partner,: the fee`for SbLS for the second:renewai`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,maydesuppoit_a'subset of H..': es'in a license set only if you''agree.to'termrnate:that subset of licenses. The'techn`ical support fees for'th'e :remaining licenses will be,peiced in'.accordancewith the technical=support_policies, in effect:it the time of termination. Oracle's license set definition is available in the current technical support policies.: If.:you-decide not to'purchase technical suppi you may not update any unsu pportedprogram licenses with new versions of the program. I. End.of Agreement' If either of us breaches.a.material term of this agreement and fails to correct the breach within30;daynof written•specifrcationofthebreach„then:-the breaching party is.in„default and the non-breaching.partyMay terminate this.'agreement. If Orade ends this -agreement as speclfied`inthe 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 ibradI6 :ends they}icense foi a program' under the Indemnification section you must pay within*30 days all, amounts remaining 'uripaid for services related�to such ficense;plus related;taxesiand 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 rtiay 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,Aue: under an order and you are in default under Fhatcontract, you maynot-use the programs'and/ovservices`thatxare..'sublect ao such contract: Provisions -that. survive terminationorexpiration are those relating to�limitation of liability, infingement'indemnity, payment, and'othets'Vhich by.y'their nature are intended to survive. 41111.90 - 1. McKissick, Raynelle • Carics.Mora Issued by:Oracle`Amierica, lnc 03-MAY•2012: Page 15 of -30. 5. Upon- 45. days, written. notice, Orac I ie� may, audit'your use,ofthe programs. You agree-to.:c operat e with0 . racleis-audit and provide reasonable -0 -an :and;a rations. -You,agree.to pay. assist - to7inf audit hot unreasonably ccess ormatiom'Any�su6h aud son interfere.With.your normal business operations. ifi—t , ` fees 'a' 61 : " use ly . your , 304ays.of Writtem,not ca ion any f, theprograms 0 - ' If " d t within' pplica eAcryour use he pr grams� in excess your licenserights. , you; o no. pay; Oracle can end :.your technical support;. licenses- and/or. this agreement., You agree that Oracle shall not be resDonsible'f6r.any of your.costs. incurred in cooperating.withfthaaudit. 6. The y9ifo omp �tep k a n T ransapio n's s� not 'apply lyto �hisagreement.or;rde mula ' d unde rX You understand that, Ora p-ie's bus hess m includinganytpaX7S'retain dbyycu�oprovdMMpuer,su vicesaredep6d1kofbrac1&and6re not Oracle's Oracle is n0efornorund�yanya,faPysuchbusness.prthenlessthe.-busness partneris,providing servicesas%n Orade su6c6ntractoronengagement 0�6mcund6rthisageemnt. P. Force Majeure With er:of us -shill be responsible forfiilu4 or. delay of perforrh6rice 0 caused by'- an act ofmar,. hostility, or sabotage,- act of God; electrical, internet, or t I e I lecommuni . cation outage that is, not, caused . by I the*obligated party; government restriction - s.(including-t the denial ' orc anceltation of any "export or other; license} .other event:outside the.reasonab[e.control'of the obligated party. Wei-bot'h witi�'use,reasohabl6efforts�it,�mitliat6,th6 effe&t,ofa force rhaje4relevehC If'such event continues for more than 90 days, either of us, may cancei:upperformed.servioes upon written.notice.. This section does o igatton,totake'reasonablest p _f6fl` hot excuseeRher party' ' s:' 61- ' i ' J - ' '-. �_ i steps ow, itis:normal� disaster recovery procedures. or you.r'obligation.to pay for'programs deliviiaied. or'-'s�ervtce--s'pro'v"-'id"e-d:- Q: Licinsi-Defiriftns and Rt&s 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 6re..incorpo'rated in and mad&_a part of this, agreement. LicensebefiiiOns and Riulw Definitions and License Metrics: Adapt—er: is diffihed: as earh',softwar6.-oode'int6rfa'ce.. installed on'.eich Oracle iritelmet.Ap'Plicatiori Server Enterprise Edition,-, which facilitates. com nFo ation,be I tweem each veriiom,of dthird psoftware:a Dlication or ssystem'and prqg rajrns�-, ynyniicatiqn�ofJ, P', $V-Anni'ualTransa,ction V8`1urne: s:de'fnI6d.as'_One:million U.S. dollars ( Si, 000;000). in 611 purchase orders.trarisa&6d`andall auctiojns•Condudted thioug'the Oracle�ExchanoeVarketplace by�you and,others durng the,aoplicibl*16arof the Msiketpface license' regardless,of whether, any_ suchaucton�resu ts,in a purchase order 'povidtt an resulting in`a order,shalI onIy be counted a6aihst thi, AnnulafTliainsaction Volume,,opp,e,. included 66 an. ,�kpplibati6ri,-Na�(in;�l:Langua§e Support (NLS),S4pplemefit Media RkIcs"Please be.advised.that briya,subset-of th6jprod cts u nc Applications_ . - I . NL S,Sup'plement. Media Pad( have been'translatedr - . For existing supported, customers ,'My,Orac ' leSupport-fi0sinf6rmation on -which P 0 f r'du&s. have" been. translated, or theZ,tUpported'1an'g'UagqSr (https: support.ora e.com). For:,new'br. unsupported, cukorridrs;-.Olieasi contact. your Oracle: Account M anagerfo r1his"informaii6ri'. e dlu in- prog . r m.. Revenue; defined mill" n-,U'S pollirg ($,j,,'000,60o),' j` A* 'g,,t"ax-e!�,prqcL-s-i6dthro"u'gh the. icensed a �4in.Appn6atjoin-,Ahni. tall " ue: isAp Reo-as one. , io , � ': . I .1 - . r . . Fbr'Or��'cl'e''-Self,�,.S'ervio-6:E�Biilin'g products the -Annual ReVenue'is:eulvalent to the',total invoiced amount for, all m company, accounts that haveA least on A-'Pplic.atioh,.U!§ee'is-,defined is an iridividual authorized1by'you to use the -aoplidable;liciansed.-apolication: programs Which, are..In sWiled on a single s6eder-,.o-r,on-multipid-_s6rv6rs r6gardless"of Whet her Ahe A ndividu aL is,actively using th e. programs* at any given.time. If you icense Ahe. Ordcle,Self Service Work -keq6est-oo.tion.in;conjUndtion.,with :Oracle . Enterprise.,Asset Management, you are requir6d to -maintain licenses for .the equivalent a ce' 'Initiate work requests,- view, Work4dquest status 'and viewscheduled h0mber of'Application':Users'li - nsed�and-yq'U:,are granted unlimited to completion, dates for your entire employee population.A for: Or' Management sire�,aI16 d to manually enter pplication Users -licensed acle Order. anag _We orders . �dirtely*into.th4pec, orders . en I tered-eiectro I n I ica I Ilyfrorn:.othei,sourcesiTiu.s,f.t�,e.iic,ensed;separately� For,Oracle� Sourcing,: Oracle _gram§,but�any orde 1 upo - r Portal; Oracle S ;vic'e' 'dJ JEdwirds-SupplierSelf 8' , lie o'rt Services lPt'666r6mL-hf,,�P4§op'lii.�dft.pSuoplier, Connection, PeopleSoft Stratigic.,Sourcing -an D Siervi , ce.pro ram&, use by: opr your ext rnalsuppllersiisJncluded with your application -user licenses. 9 Application:keadl=Ohly.Us;er: is defined ,as, an, individual " 661or n.only4bei it no gram for 'which' Y'y u ries.or repo s,2gainst th6'app!ica 0 program u- 6iv4,iis6:�c�uired.n6read-�nfv:li6�ri!§es;, . regprdless.* whether the individual i s, actively. using, the programs at any, iventime., you of 6rand:., is defined as a named. product -offering that =rresponds -to. a,specific molecular., entity; including: multipie'dosage.. forms and multiple Wbrigifts for'the siamd;molecular entity. pa,se Report. Foffn (CRF) -Page: iisAefined ast . he "electronic equivalent" of what would :be,--thejtotal number;of physical .PapeT., pages.. initi ated I i month period: , 'Yw may not program h R% 'a,--. r remotely by; the prog `(mea'sured expliditlyjn,4 e program as . eceive ta'Co lection nstruh�ts) e)ppe"Ihe 4censed-humhiirof- CRIF Pa _Ptiring-any-121'month;perf iod--uniess-vou.aoquire.2dditionaI , CRFPa e'licenses from Oracle: ges d6iIa"t6n-Pr6grajpi 'Usir-"" is defined 'as' an mdividual, n"ndividUal, a�utho ,rze'd', by-'you to'u'-SeAh,e*jp r'dg6mi,,4hi6.h.at,i,I,nstall6d':;on,-a-,�ift6le -rve r �or —'on multiple sevem,, less,bfwhearjhe.n0ividuqHs,a6iNelyU�ngthe,pograms atany.give6limeF,qrih'e purposesof,counting,and .licepsingthe Beehive h6hronoui.6oi666iationusers,,,a,.o Iwit your company is.defhe asauser able to initia4or host, ,a<webconferen--2nd-alioparti6ipaie4insa,Ndb conference r:a I, pprticivants n-the-web:Gonfdrence extemafto,yourcompiry and attending a . web:conference arenoteqqire to$e, icens Compensated , Individual is',�dL-fjii6d.as-an;individual,whose.comoLihsation;orioompentatic)nzaldulations.are ,,geRe�rpted-lby.the-programs: Theiteff*n and erson. ilimited-to, 6' any other'Person: Compensatedi'''butts limite - o,;your employees contractors, retirees, an Computer:.- is:defin6d,'a'sjhe computer,c)n,,whtdh`thLi,prcigr;ims:ar6 installed.. A:CoriiOutdr-liceriseallows:you'to. use"the licensed program on a'single, 41 119 cKissjck,F I �Ynelle=,` Carlos.Mora issued by Oracle ,America jnc: 03-MAY-2012 Page, 17 of 30 specified computer. For the purposes of Computer licenses for the Oracle Health Science Integration Engine.program,:a communicationpoint.is.an interface to an input system (e.g., a clinical laboratory system in a hospital or healthcare setting) or to an output"systemje:g.,-`a healthcare data repository). Concurrent. User. is defined, as each individual that may concurrently use or access the programs. Concurrent'Users.shall be only`customers', or prospective customers of yours, and shall not bebusiness partners, or employees of yours: Connector: isdefinedas each connector connecting the software product with an extern at, product_. A unique connector:is required:foreach`.distirict product that the software product is required to interface. $M Cost of Goods Sold: is defined as one million U.S. dollars ($1,000,000) in the total cost of inventory that a company has sold during their fiscal year. If Costof Goods Sold is unknown to you then Cost of Goods Sold shall be equal to 75% of total company revenue. CPU: is defined asa chip4hatcontains 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 ofthe following program: Oracle Utilities Customer Care. and Billing "Application Work bend ; 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?CustonisApplications: 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.tiie business operatiomof any third party, including but not limited to your customers, partners, or your'affiliates. There is no limitation' on the numberof'computer's.'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:inext6mal data sources) that you may access using the program. Developer User 1:Developerl 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. witti:respectito°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;OrderManagemenFapplication from any source (not manually entered by licensed -Order Management Users:, Professional U.sers.2063,=or Professional: Use 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 number of order lines -during any i2 month period. Employee: is defined as (i) all of your lull -time, part=time, temporary employees, and (ii) all of.your agents, contractors-, and have access to, use, or are tracked by the programs. The quantity of:the licenses required is determined bythe'numberof Employees and not:the actual number of users.. In "addition, if you elect to outsource any business function(s) to another company. the following. must:be°counted for purposes;of determining the number of Employees: all of the company's,full=iime.employegs, part-time employees, ':temporary; -employees,. a gents,:,contractors and, consultants that(i) are providing the outsourcing services and (ii) have access to; use, or -and tracked by-the'prograhw Employee for HCM: is defined as (i) all of your full-time, part-time, temporary employees„and;(ii) all ofyouragents, .contractors:and consultants who have access to, use, or are tracked by"the programs. The quantity of the licenses required is determined by: the number of. Employees: for HCM and not the actual number -of users. In addition, if you elect to outsource any business function(s) to°.another-,company,.,the following"must,tie counted for purposes of determining the number of Employees for HCM: all of -the company's. full-time employees, part-time emptoy ees',temporary employees, agents, contractors and consultants that (i) aria providing the outsourcing services. and .(ii) have.access .to,.use; orare. tracked b 'the programs. EmployeesJorHM Cmay only use the licensed programs with Oracle application,programs" thatcontain""Oracle: Fusion Human,Capita! Management" as a prefix in the program name. Employee User: is:defined'as an individual authorized by you to use the programs which.are installed on a, single serveror.multiple servers; regardless of whether or not the individual is actively using the programs at any given -time. Enterprise Employee: is defined'as (i) all of your full-time, part-time, temporary -employees, and (ii) all of:youragents contractors,andconsultants who have access to, use, or aretracked bythe programs: The quantity -of rthe licenses required is determined by the<numtier°'of-ghierprise Employees and not the actual number of users. In addition, if you elect to outsource,any business furictionW to'another'company,;;the following must be counted for purposes of determining the number of Enterprise Employees: all of the company's. full-time employees, pan: tune; employees; temporary employees, agents, contractors and. consultants that (i) are providing the outsourcngsenrices;and ;(ii}'have access,to -use; or are:tracked by the programs. The value of these program licenses is determined by:the number of Enterpnse-Employees: For-these-,pro,gram_Iicenses, the licensed. quantity purchased must, at a minimum be equal to the number of Enterprise Employees as;of-theeffective date -of your order; _Ifat any time'=the riumberofEnterprise Employees exceeds the licensed quantity, you are required to order additional licenses'(and?technical�supporf 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, nuriiber`of _Enterprise Employees.. In addition, eaCh:,year 90 days before -.the anniversary, date of yourorder, you arerequired to report.to Oracle4he,number,of Enterprise .Employees:as:of.,such.date: Enterprise Full Time Equivalent (FTE) Student: is defined as any "full-time studeaenrolled'in your institution and;any:part?Eirne:student eniolled-in your institution counts as 25%,of an FTE.Student, The sdefinition, of "full-time and Vpait-time :is<based on' your policies for. student: ciassifcaition;; if 4111190 - 1. McKissick, Raynelle - Carlos.Mora Issued ti Oracle America rina:03-MAYr2012 Page'18'of`30 the-numbetWFTE Students is:a' number willte'tounded to the,n6*est,,%0o!e-numb'er for , purpo , sis:;ofli6ens6 quzintity,r6quirements. The V of" t , hes6 pro , gram, icense d quantity. 1; __ _,. u ber,6f Eriteeprise-iTTE Students: Fort n ie licensed a licenses ese program ioe ses tin -e ffective da If �t_a�y purchased. must; -at,a minimum, be'equat to the,numberofEnterpriseFTE Students- as, of,th I e t6,6f your order.' time the number of-Eritir"6iii'FTIt e--ts . ex ce4d A _iup ch n' p -Stdil g`ihe� icens6d,quantityf..y'0U"ire' req,Wredio 'order additiorizif licenses (Arid"tb6hrii6al- port'for-su radditio al i e 6ss than the licensed quantlty: Y�ou. arp;not entitled to any. refund,:credit or licenses) number Students is e qual to, or I - - id' ' -'-" i�- "k- d if the4i` J red ' i ". the � number of Enterprise. FTE Students,, In idditi h 66 cla - befo the other consi eratton - o :,any in Is -a uction in, e nu on, eac year days re 6 n U mbe _ f �", anniversary date of yqiurbrder,'y66'afe required'to rep'"ortAb Oracle th' r 6 EnterpriseTTE Students as.of'such-,date Enterprise Trainee: Enterprise' -Trainee it defined as an employee;. contractor, .student .or other p drs-on"who - is^ being, recorded 'by' the progrAm: The value of these program lioensesii determined, by the number 6f"Ehterprise trainees. For these -,program licenses,, the licensed, quantity purchased must, at a minimu . m, be equal to the number'of'Eniterprise triine'eis' as 6f:the'iaff6dWe' daie':of'yo6e order: It, at any time'the.number of EM61"Phse Trainees'exoee ds,the: licensed quantity ,you:are required to: order' additional iicehies* (and technical 'support,for,such -additional licenses), such that the number of -Enterprise Trainees ,is e ty OU a _qbal twor,less -than -the licensed quan4 . Y ' re'not entitledto"ainy r'efun'd,.credit:..6r'ot'he*r consideration of Any - k6d'if the�re, is a reftdion inthen umber, ofEnterpnse Trai hees..-. In :addition, addition, each. year 90, days beforeAlie anniversary datei, of you r order' you *6'eequired1o,report i acle-th'e, number -of Enterprise firainees-as of such date'.. E 'ririsi$M'in�Cb4t ofGd6d§Si6Id:: - Id is defined. at; one m"ifli'on:U.t.,dcilla.rs'(51,00b;060) in the total cost of intop EnterI5riid SIVItost"bf 06oft S0 inventory. that a company.. has sold durfrig,their fiscal year. if CoSt:of- Goods Sold is.unknawn,to:you'th.en.Cmt of Goods Sold shall be equal W75% company revenue The ' ylu e- ",'of these prog'' c- "i.deteri-inin'e'd b'y.the'am6u'nt of Enterprise $M Cost of .Goods Sold. For these of, total f4m' Ii erises 11 0 of program licenses, the 'licensed*'quantity.,pure.has,e.d'must; at a minimum be-Lequal.to the amount of Enterprise, $M ,Cost of Goods, Sold as, of the e ive date'd'your oideir� If at anytime the: amounfo'f.�nterpri§6 W.'Cost of -Goods Soild,6keeds the licensed tit I uired to ffect quantity, y, yiou�are eq order a6jitior4flicieifises (andlechhical support for`-su'c`h add,t,onafli6enses) such that,the amount of,Enterprise $M, Cost bf.Gbods Sold is: equal to orless thanAhe number W. licensed quantity., You are notentitledJo any.riefund, credit or other consideration of any kind if -there is a reduction in the .'� _ u '�,Scld.- 'In additi6 ;' each h year 90-id' before t6d.ini'my'er'sary date' of your order; " r6quired'to-reprt to ,amo' nt-._otbnte`rprisie',.,W d6kWb6od n eac year . days you a Oracle the .number of Enterprise sm 69tof Gibods Sold as of,such date.- re- - dini d as- 0 00) of the total Enterlds'-ei"IM ifi'Fiiight Uildir,Maiii4irri6nf: -$M'F'ight is.d ne-million U.S. Dollars ($1, 000,0 transportation valbe, 6f-tendered, ordero6r_ all shipmentsfora;diven..calendaryear'during ifiejerm,of the license, FUM shall include the combined -managed' - en s,',by you nsP0ftWiC1r1 services total o , f., actual freight;purchased -6 Dldsth6:cost of freightfor sihipmi t purchased by o-h"be'lhalf 60,o . u r , •.dlie , -nts b ut ar - e,pr . o , vi , di - ng:. . tra risportation,rritihagement,,services:foryour.,'clients). Freight that is, paid by 6'third.oarty shall alsote heFUM total s'o prepaid). TM�Valueo these program licenses - is included (e:g�jhboUnd shipments suppliers you wijh+ejght.term' f d ght"Undeirl an'agementz For.th se-prolgram'lioenses,, t he license 4uantity'purchas!must a a Tinirum,be:6qual to the amount V, Enterprise $M Frelght'Under Management asof the effective date of your order.- 'Ifat inybme the amount of dr license t k,64 - to , , order. r de r a allicenses an P Ent4rphi4'tM,-Fi6i6ht In �d` quantity, you' we required - �ldition 'd�technical sup pod for es 046fit Under Management is equal such ad8ition4 ficens' ').i66h that the of Enterprise �6a] to less,than the nur6ber. of licensed quantity: _it,br. - - .., i - - i "''d "' - i 'irn66rit iif'Enterprise I ., - t 11 - .. a � You:are not.,entitled to any _refund, ottier"oon.�;id�rati6n,.6i.i�ihy-'-'kind,if, there is a re uction iry-the M.Freight-Un er be ore, e anniversary,,. a e:" -required� toi'repo lyi6nagern-ent� in additi6rij,.e-ach year 90 days- before, -th d t ---o you r,-o'ide`r;` you are rt t bric*le'the number of E interp IWW`Fre-ight Under. Mana6emeni, as of date.., , reflected Ente"r'.p'r-ise"'$.M'i'nOper ating ''-Biid6it- Dollirs ($i-,0oo,doo)'6fy6ur gross -budget0 - d an auditedstatement * from �your exmal �accounting fi . rm. The :value ,of these pro ,gram,.Iicensesis,,d6io-rmin6'dbyther6mo6nt:6i'knt6rprise'$M:inOpOraiing,budg6t. For a .1 these program icens�et;Ahe,licensed quantity-iourc as 'must; at a minimum eequa to1he'arndunt-of- riterprisdImin Operating Budget' softhe- effe6tiVe,daite of your order., ifatany time,thi amount,of Enterprise $M in Operating 3udge . t exceedsAhe licensed; quantity, you are required to .iorde 'r additional licenses (and technica supp6ifforsu6ha Operating Budget is'equaI to or Iess than "the'number -6f You a-rb, 66t.eintitled'to any refund, creditorother consideration-of.any"kind reduction'- -in -the amount 6ftriterprise $M-inOperating"budget. to addition � each yeirk days bef9re-the.anniVersary clate"of,yodr1ord I e quired to report to Orate 'thfe. 6"u rn'be"i-.6i Enterprise $M in'b" such.date. s date. Enterprise 1 $ . M In Revenue: Enterprise Min, Revenue is defined as� orie'million U.S. dollars ($ 1, 000,000)..'in, all incomel(interelst inicbrmand.,non, generated by interest income} before -adjustments for ex d you during zii fiscal h H pen.ses an taxes., sca.1 year: value� of these, program icenses is determined by, the;amount,ofEnterprise . SM in . Revenue. -F or thiese:prpgrarn licenses,. the licensed quantity purchased must, at-a,.minimum be equal to theam Ont i 6 rpri4_�M in -Revenue of 9 ' i'I "as I oft'he, effiedti vlr of your order. . Ifiit'aby'time the amount of Enterprise $Mjn Revehueexceeds' i:nte;- the licensed 1. quantity, yourare required to order additional licenses. (and'techhical support for such -additional licenses) such'that,the amount -of tnwpri s"e-`$M.1n Rievenue is6eiqual "to or less than the number of licensed quantity- Yodare not entitled to.ahy,reNfid-, cre'dit-or'othei consideration. of any kind if there-Js a,-redu"ction'in the ,arount 6f.EnWonse $M in Revenue. In addition, each . year90 days,bbf,ore the-4nniversiry daWof;,your order,' yoy:are required to report to Oraple.the number of Enterprise $M in,Revenue as ofsuch.date.. Expense R' is difiei6d� is the.-t6t6l number of . ens-e reports. processed by Internet Expenses -during 2 12 .month period:; You may not �port: t exceedthe1icensed numbefofrexpeni epp_d ringlanyi2mcrth. period. Faculty. Mser; isdefined-. as-,jaq; active-Aeachin g: member of -the faculty for an aocred ited=academic institution: such user may.. only, use -the, p r9gra mS for:academic and ,noqw�,Mmerciaruse : Field Technician- is,.diifined, as'an,engjnqpr, technician, -:representative, or other- pqrson,WhqJs _oers, tq,the patqhed. by you, 166,luding the'disppt .fi6l djning't e.programs. ,$M Freight. Under'Managernent: is defined'as one million U.S. Dollars, ($1,000;000) of thO.total.,transodrtitibh'�v�ilud; of,tenddred orders for all -the of the lic ens6. F U shall include thi-coni . bine , d , total . of, adtUalfr6ight purchased b plus the, shipments for4 given, calendar. year during -Aerm. M y you, cost. of"freightfor , §hiprents managed. by You (e.g., ,you are not purchasing transportation services on behalf'of your clients but Are providing .. _. I . _n , " . - I ' -(e;6,,, inbound i- "aid byithi' '' .transportationr'iyidnad',I�ini'seiVicesib'ryo-ur-dierits). Freight at--. s,p a third party shall also:. beJncluddd in FUI)ktot�i, shipments from.supp!" with::freighttermsof prepaid); i te Futl.Ttme: Equivalent (Ott),:Si . udenf�.'Jsd4fiiiiid,as; any full -'time student ,enrolled' in your ins I titdti I on.,and:any. paftLfime, student enrolled in your, 41,11190- 1. McKissick; RaVneiii?'-C:ados:mora issded. by'oraciei America, Inc. 03-MAY-2012 Pap.l9bf'.30, institution counts as 25% of an FTE.Student. The definition of 'lull -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 thenumber 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:aetively accessing the hosted service.at any given time. 11K.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 numberof Invoice Lines during any 12 month period unless you acquire.additional invoice Line licenses: from Oracle. IVR Port: is defined as a single caller that can be processed via the Interactive Voice Response (IVR):system.. You.musf purchase lioenses`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: hftp:/hvn"-v.oracie.com,*educatiofi under the terms specified therein. Learning credits may only be used to acquire products and'service"s at the list price -in effect at the time you order.the relevant product or service, and maynot be used forany,product or -service that is subjectto a.discount,ona promotion when you order the relevant product or service. The list price will be reduced by applying the..discounf specified to,you by; Oracle. Notwithstanding anything to the contrary in the previous three sentences, learning credits may also be used`to payiiixes„materials-and/or:expenses related:to your order; however, the discount specked 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, accepted by Oracle, and you must acquire?oroducts;and must;use anyacquired services,prior to the end:of suchperiod. You may only use learning. credits :inthe country, in which you.acquiredthem, may not .use them as a payment:method for additional learning credits, and, may. not use different learning credits arcounts;to acquire a ;singie. product or service or to pay,':related .taxes, materials and/orexpenses__ Learning credits are nontransferable and non=assignable. You: ma ybe:requiredib. execute standard Oriole ordering materials when using learning credits to order products or services. $M in Managed Assets: is•defined as one million U.S. dollars ($1,000.000) of the following.aotal: (1) Book.vglue of investmenfrincapital_leases, direct financing. leases and other finance leases, including residuals, whether owned or managed,forothers; 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 co 'biit" sales contracts,and other receivables, owned or managed for others,.active.on the program; plus (4) Zook value of. -nod iainiribaiiiifsowned.or manage_ d .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 lease's.and loans, originated and active on'th6 program; then sold within the. -previous 12.m6nths.. 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 UsenPlus orAppilea tion User may not be licensed by Monitored User.. For the purposes of the Usage.Accelerator Arialyiies;program,, eyery.user.of.your licensed CRM Sales application program must be licensed. For the,purposes of the Human Resources CompensatronAnalytics program, all of youremployees must be licensed. For the purpose of the following; Oracle Governance,. Risk, and Compliance applications: Applicati on. Access .Controls Govemor;Applicati' A - ' " 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 Cont rolsSuite, the number. of Monitored Users rs equal to the total numbed of unique.E-Business Suite users (individuals) being monitored by the progranl(s), as. created/defined in the. User Administration -function' "of E- Business Suite. Users of iProeurement and/or Self -Service Human Resources are excluded. For the purpose of. the following PeopleSoft Enterprise,Govemance. Risk, .and Compliance applications: Application Access Controls Governor, Application. Access Controls for PeopleSoftEnterprise, Configuration Controls Governor; and Configu"ration 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,Edklon Annual Subscription: are defined: as the right tc use the specified programs) in accordance -with the applicable license metric and Wrecelve Oracle Software Update -License & Support for the specified, program(s).:and.for MySQL Community Edition fok;the term`specified ,on the;.order: MySQL Community Edition refers to MySQL that is licensed under the-GPL license.. Software Update.,License.B-,Support;for MySQL Community Edition does not include updates of any kind. The subscription term is effective upon the effective date 'of'the subscnption ordering tlocument unless otherwise stated in your ordering. document. If your order was placed through.the Oracle Store then the effective date;is the date your bider was,accepted':by Oracle. Oracle Software Update License & Support services are provided 'under applicable technical support p"ohcies rn effect at the time the services are provided. You must obtain subscription license for all servers where MySQL CiusterCafrier'`GradeEdition; MySQL Enterprise Edition and/or MySQLStandard Edition are deployed and for all servers where MySQL Community Edition is deployed for:servers;where only MySQL Community Edition is deployed, you.may obtain the subscription license at anylevel.(e g:, atttie,MySQL Cluster,Camer.Gia Edition level, at the MySQL.Enterprise Edition level and/or at the MySQL Standard Edition level). At the end of4he specified term; you,m'" renew - you( 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.whicfi are `installed.on a single,server-or multiple servers, regardless of whether the individual is actively using, the programs.:aY-any-given .Gme. All of .the remaining proviswns .of this definition apply, only with respect to Named User Plus licenses, and "not to Named Userlicenses,.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 harrfwareor software (e,g., a TP monitor or a web server product) is used, this.numbermustbe measured atthermultiplexing, front,end:. Automated=batching of 4111190 - 1. McKissick; Raynelle - Carlos.Mora Issued,by.Oracle Arrgdca;.Inc: 03-MAY-2012 !1 g4*20;of 30 -data from computer to computer is permitted. You are` responsible for ensuring that the named user.plus per processor minimums: are maintained for itiei-o rogra rrs_ 'dont a-ined i ni the 'User.� minim urTi tab le'int the licensing: rules s'ection;'the m'iniri1UMS,t2bld-pr6vid6s for the rhinimumnumber ofnamed users -required . red and all adUal users must be.licensed. Forthe purposes, 6 1 f . `the . following,-prograrris: Configuration. Management Pack - for AppI I !cations, System MonitoringI Plug=in for,Hosti, System ' Mon itoring'Plui-iri for IN16h_bracle Databases, Sykern'Moinilt6ning Plug -Jr for, Non 6=16Middle� vare,ManagemenW Pack .ck fo r, NdnmOracle I Middl6W re Management Pick for WiabCenter Suite uite and Provision I ing and Pitch Automation Pack; only the 'users- of the program that is being rpanagpdlmo ni . tored - are counted 1 forthe-p pqse_of d6termi ning-the number of Named, User Plus,licehses requited. With respect t . 6the.follow . ing:programs:- Load Testing, 1 Load Testing- Developer Edition, 'Load Testing Acceleratbr,fdir Web S&vicim Load Testing Acceliiiafdr for,Sfiebel, Load Testing Accelerator for btacle,E-Business Load Testing -Accelerator f6r:AppIidat16n' beveiiipment, - Framework Applications;-- - _.. _ I --, '� . . _ I ... , z I - - - . I .. , I ' Application i ' d.'f6r the.' each erriulated,-human user. and.,non human operated ,� vice s�lill: be considered.-as:,,a virtuaiUser'an shall be, counte e, purposes of determining the,qumber offtme&User Plus: licenses required. For tie -purposes 61 users` a. a 'fi `ptur6 dataand (b)'the F of Orogr6m.-Oia616 0(5Iden'GatiaCd_nIy.(a_)'t'he use' , of, the,064cle.d t4b`seji6m Whic' -�yodca us at base where �o6 -must be counted for.pe. pyrp determining the numberz6f lioenses.-required. users oto�, a, Willi ply thia'dat Oracle;database p P For.,the., purposes .:o . of the fdflowingprogram: Oracle Goldler6batetfor- Non'Oracle, Database only (a),the. users of.th& Non Oracle database from, which b counted for the purpose 6fdet6rmin rig the you bapture4data and (b)._the�.usdrv.of the Non Oracile'dat" §,e where you will apply the -data must 61 cou �' 6' loense'§�ri ,num eriifli equieed:. For.thei pu_fpos'e's`,of the'16116 6Wing, program- Oracle GolderiGate:f6r:Mainframe, only (a):the users of the databa§64rom4hich y6u.capture data and (bj.ih users of the'ditabase wherkyo Will 2p purpose of determining !he -number of lioenses,re e ply the data,must counted, purp quired.' s, f6elfi6 pufp6s0s,6fth0.f6Ilowin9, program doldenGat6:i6e-T6rtkdati�R6oiication:S6rvicei;.pnly,,(.i),-th6.uiiies;ofihiad2taba-SOffortiwhi.chlydu , capture dati� and (6Y the users, of the, database where, you will'apply the data must be counted for, the, purpose of determilhing thle� number of -licenses required., ,Wtwork.De4ice: is,"ddfined.at the;hardwdreand/or'soiftware whoseprimary purpose is to roUte:arrd-cbntrbl,comr-6,uni6,ationsi between.,compute.rvor s.�Ekaril0les,6i'n6twotkdevides�i'nclUde�bb.ta''-' routers: firiawallsand network load-ba]2ncers. .computer network " re not.limited to, ee.User- s_ diafi6ed'asla -or �out. ed by you, to use: the Non Ern0l'oy Eiternal: i n indi�vidual, who is -not your employee, contractor iourper,"authoriz :Programs which I are installed omia. single server,. or multiplq,seivers, regardlesszofvhiiiheror not the individual is actively using.thp programs, at any given time.,. QrachaFihancing.Contract. js,ocontracf between you -a ndOracle- (9 r. one, of Oracle's. affiliates) Ahpr vide for payments over time;of some or all ofthesums�du'6-unii:leiryouror er.," Order ;Line : is defined as -the total number of order entry line, items processed by the program during. al 2 month period.. Multiple order entry line . items', may'be - en . terie&,as part•buan6rd6rdt: q u6te'a nd may a Is o 6'indivi ua. cus omer 66�6�ati6§11�.g-e'n��riied,"byihe;6rik"c'le'''C6n gurator. You May not exceed -t h_eAicenS_ed:n umber of Order Lines during any',l 2'month period -unless yqu-icqVire:addibona1 brder,,Line.licensesfrom-Ora6l6, order -Management -User. is Aefin6d,is, an- ind ividual. authoriz0d by. yob to use the'applicable licensed application: programs whi ch. are insta (lid on a'single server or on "f whether w 'd p e.servers er-the individual, is actively usu any, given tim,e. -Order Management , Or der .Users yen e`r�oedersdirectynto:'the'programs, en tered electrbnical, r6hothe(:,sources.must.be?licensed Orders : is,de6ned,as,,the total number _6f distinct.- orders" for all, p-,rogra I mi that 'area :part '6f-.Elia-ctto"n,it"ord'e'r's;,-eht6t6a,,'616etr6hicilly-(n6t,Tanualiy ,r nc'otii nmPaQtnhn1iiki�km thrnfinhMI cironic rrveins:iricl n -Pur hasing- X Lbroi6 , e ui�' Q�p�urdhase!prd.erg�transrr�t,ff6d.�from,�0,'r.icle'.. q, Pafthee-,Org6nizati6ri- fi - "d i.e�ctdr�halthird�O�rty�busihe�s:entit is,� e ne as:,ar 'y that provides - vat ue-'added services ices imd * ev ' eloping, marketing and.sellirig rod d, 'by -different namei`siluch,a's' yoUr-,p Ucts Depending are�recognizdd pen ing upon the type o iridustry, pa ner organzations play. diff6rent'ro es:,an r,eseller',�distributor, ,agent ,,deale'r,'Or brokerr Person: is defined as your,emp - I . byee, or contractor who is actively workingon behalf ofyour orgin4ition.or�al,f6rrriir"erolc!y.pe,Who has one or more _.the as an benefit _ plans"manage managed - by, e_system or continues to-b6 paid through the system, For Project Resource, Management a person is " defined individual . whols,schebule'ii oh-a`profect.,; The totailvn]umber�of lidenseVn66dled'i0o be' bat6d'b'n'the'pe'ak'number'of- part4ime-and' fu6timie 'people Physl,ca! Server: is defiried,as, each, ppypical �server qn.,which,the programs are installed: Poked Number-. is.defined asAher telephofie,nUmber tKaferid usersretain a64by change4rom one servicepr6vid6r.-to another, This telephone number, originally- res'i des -ori-a°teii§pfioneiwifch.and -is-mpved into the responsibility d'another telephone. switcK Processor shall '6e--8efihed,:as-all prooessors:,where the Oracle programs are installed and/or runnings. Programs licensed on a. processor basis -agi rd-, party,' ". bf:required, : licenses-ihall be maybe '. J`o'cessed,`t:y_y6ue arits-_a-nd66h6ictbri� and by useri. Thil'umber determined by�muftiplyihqttte tb_taz&_nuiber�6i cores of the prdcessdr.by a core processorI . . licen . sin . g: factor, socifil-ed on,the'-.OraclO. Process6r:Co.re Factor Table which can be accessed -at-.http;iiora6le.com/contracts. All cores on,",all chips for each licensed program are tb,be�aggre ll multicore:c�i gated 7 before multiplying bythe ropnatecore:processor licensing factor' d4l.fr-ac-6 , o f -'b 'w twhole" hso Tanum er-;are o'be-irounde .:up o,the:next-,4umberava e p I ro g . rarT!sr With 'dard,"�diti6n One76rv.Standa!rd tdition-ih-ihe-product�name.;(��h:ih - e exception of iava`.SE.Support, J When lidensi�ig!Oridl Standard; �. , ck.- is cou6t6d,'ei:uiviii6h1',t' ie6sq et,;�, each; case U16S 6a 6:ani,obdup chip inane mufti=chip ss is counted d module,imii4d asSE Advanced and Java SE Suite) ��rie�occ4�ie socket., 411�1190_-.-I_McXi§sick. RayheIIi,_,,CarIos,IVIqra lssouei-l)yQracIeAmerica, Inc:03-MAY-2012 Page21 of 30 For example; a:multicore chip .based, server with an Oracle Processor Core Factor- of 0.25 installedand/or running the -program (other than Ztandard Edition'One programs or Standard Edition programs) on 6 cores woul&require 2 processor licenses (6 multiplied by a core processor, licanifiri6.fact6i of .25 equals l.50,. which is then rounded up to the next whole number, which it 2)* As another example. 6 multiccire server4oflih-ardw 16a � platform not.§pecified in the Oracle Processor Core Factor Table installed and/or running the program on 10 cores would require 10,proclkssoriicens4ii'(,.10 multiplied by a core processor licensing factor of 1.0 for'All other muldcore chips' equals.1 0). For the purposes of the following, program: Healthcare Transaction Base, only the .processors on -which; Internet,Applicabori Serv&•Enterprise Editi I on and Healthcare Transaction Base programs are installed and/or running must.be counted for the purpose of a6terminling'the number of licenses required. For the purposes of the, following programs: iSupport, iStore and Configurator,, only -the processors on whichlot Application 'Inter -(Standard � Serve rj Edition and/or Enterprise Edition) and the licensed program (e.g., iSupport, iStore and/or..Configurator) are ,running rnuitbe,co- un' . f Of determining, the number of licensesrequired for the licensed program; under -these, licenses:'you may also install And/or run the liden d Se prow4m on:the processors where. a licensed Oracle,Database (Standard Edition and/or Enterprise, Edftion):isinstalled arid/ormirunning. For the purposes of the following programs: Configuration Management Pack for Applications, System Monitoring Plug=ih for Hosts, System tern Monitoring Plug -in -for Non Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware, Management Pickfor Non-dricib.MlddleWire; Manqgement'-Pack for WebC6nter Suite, Grid Engine, Provisioning and Patch Automation Pack, Ops'; Center -Virtu alization Management: Pack, and Oracle VM Management Pack only the processors on which the program that is being managed/monitored are running must, be counted• foe -the, purpose of determining the number of licenses required. For,thepurposes,--of the following -programs: Application Management Suite 'for Oracle: E=Busln6ss.'ISUit6r Application Management-SiLifte -for P6opleSoft, Application Management. Suite for Siebel and. Application Management Suite% forjd Ed - i�Ent'eiprisibne;.. '* I-' ward a[ _protessors.,on which the,,middle6 ' ware and/or; database software that. support the respective.'application. progrqm,,are running must. be counted -,for e, purposeof determining the :nu numberof ficenses required. For the. purposes of: the following. programs; Data Integrator Enterprise Edition, Data Integrator. Enterprise Edition for.. Data Integrator and Application Adapter for Data Integration, Informatica Powercenteir,and Pow6rbonnect Adapters; A pokafion -Adapters' or Data Integration, and Application Adapter for Warehouse Builder.for: PeopleSoft, Oracle E-Business.'-Suite, _SiebeI,-.1and..SAP,,- only, the ,piopes§oqs)',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'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 det'Liri�i'ni-'hlgl,%'the,,,,riu�nbe I r. of licenses required. For the purposes of the following. programs: Oracle GoldenGate, and Oracle Golden0a-te for Mainframe, only (a), the,i processors, running the, database firdewhich%you capture data and (b) the processors running the clatabase,wheie,'you will apply, the.dati� .00 h proce Inusfille, 4�t f6r-t the purpose of determinirig,the number of licenses required, Forthe:purposes,of the.following program: Oracle. GoldenGatetfor Teradata Replication Services, only (a) the processors�ruhning the,databasiii'-ftotri - counted processors :running I - _fI"1 determining, which youcapture,data and, (b) the processors running the database where you will apply the'datai* must be ed -forth- - ur0os6. d the:numberof licenses requited. For the purposes ofthe following program: Oracle ATG Web Commerce, Search, h; only,-.the_,pr.ocessors,"on,whidh queries-, are:� processed ,must -be counted. You do not need to count processors on. which the program. is running�for nd6iingi�contentJn:,cohfi uie. contpritso , Urce - sfas-;,io " n , g-ast , he' foregoing is the only use of the program on all the processors installed in a . given server- $M in Revenue: is:defihed,as one million U.S. dollars (S1,000,000) in all income (interest incomwand non interest -income): before adjUstrriehl:sJbir expenses and4axes generated -by you during a fiscal year. $M Revenue Under. Management: is defined as one million U.S. dollars (S1,000,000) inrall income (interest income and°non int,erestjncorre) before -adjustments for expenses- and taxes generated by you during a fiscal 'year for,the:product lines fdr,w'hicfi the progearnkqr6iused'. Record: The CustoIrner,Hub 13213 is-al'bundle that includes two components; Siebel-UniversdI.Customer Master 132B.arid 6iracie'Customer, bdtiJHub.. s the total number o uniquw�customer, For the purposes of the; Customer Hub 13213 application, record is defined -a f and iecor s, stored;in thia, CustomerHub 13213 application (i.e., stored in a.component of Customer.,Hub, 13213). A customer daiaba- se'-'. te-corii, is ia unique businessentity vir company. record; which .is stored as, an account for .the.Siebel Universal Customer-Master'B_2B:'-.pto049t, or-,ri i at!on,as a o:for,"the:bracie', Customer -Data Hub. product. _rgaLn1�1111111 The Customer Hub 132C is,a bundle that.includes two components,- Siebel Universal;Customer I MasterB2C and I Oracle Customer D I ata: Hub , , Fo the: purp oses of -the Customer Hub B2C application, record is defined as the total number of uniqu e customer ata- ase records ,in the. duitomer.Hub:13 ' 2C -application (i.e., stored in a component of Customer Hub kC). , A customer database, recolrd�)s, a unlqw:consumer,ji.&� physical parsonli.record, Which, is.stored as contact for the Siebel Universal Cust6merMast'erpr6ductor6sapersoh'.forthLi,,6ii6ii.66ito-m"e-rD--- ata' Hub product. The. Product:Hub Js:a bundle that includes two components; Siebel Universal Product Master and Oracle Pr6du*ct Infortridtiori,Management Data Hub. For thel�.purposes of the Product Hub application, record is defined as,.t . heAotal number of unique product database records stored in d the Product,Hub application (i.e., stored in a component of Product i Hub)'. A product ;data 6ase: record Is �or�SKU"Iii6 1. . 11 . -- ke r in the MTL.$YSfEM_ITEMS table With an active_ or inactive status an.d,does nofinclUde any,-JhkAn��b items _m§ o organization 4111190 -!1.,McKLvick,RaynP1le - Carlos.Mora ', -2012 lss,u_ed,by..,Oracje�Arndhca� lnc_03MAY Pi§e`22 of:IQ assig6frie'rits-ofthe. same. item.. Foe the 06fpdses -of'the Ca - se HUti-0,-eog*raen.alr'ed6fd,:is'�-ld6fl6�ed.,.,6:�"th6,,total,,nUmbdr 'of unique case database,46cords stored in';the,Case Hub prog . earn >A case- database,recor8-is a unioue-request or issue requinn g inve,sti at on or- service stored ,in,SCASE'table with an active,or inactive For thepurposes.,,of. the Site Hub: prograrin-a-,reoord.,is defined.w the -totalnumber of.unique site database. records stored in the-RRS SITES — B table u , e.site e.- h ifrinch*6 within 4 df�ie',Site'�H'-u'b:'p�o-g'ra-hi; Aksi'fe ditabaii e-'.record.4is'.a:uniq g,,- an:asset, a building,,,part of a building (such as.a store. or storean ATM etc.) ) in.thel.ite.Hub g9gram. For the ijtbdrirns: listed above,. please see the application licensing -prerequisites as specified: in:th6,.Apolications Licensing Tiiib.le',which may be ?c9"o athftD:iloracle.com/contracts.forthe grantand restrictions of the underlying Oracle technology.. Fo'IrAhe purposes oftheHyperion . DataAelatibriship. Maria unique occurrence of any businesswobject or gement program, a record is defined as the master, data -construct that'you cho6se'to manage within, the -program. Records may, describe, any number ;of ,enterprise., information 'assets, S,� ieiii accounts, legal entities, or 0 comm nly as basemeenbers, including Out not iimitid'to cost center led rganizatil ns,,products, vendors, 0 referred to assets,, locations; yegiowor emp . loyees. Additionally -a. record may'also be'a summary object, commonly referred.16 as.'a rollup member, that either summarizes es .6as&members 'of:descri6es hierarchical -information -associated with,underlyin§ oase-members. ,Records represent.uniqpe,,Occurrences dinclude'anv g and,they , o riot duplicates: or shared references that maybe, essential for master datamana ementpurpqses For the purposes:,ofAWSUOpli lifec 'rojrams, a,record is 4efined-as a unique business,ent(ty or company, er. _ yodVahagement- and, Supplier Hub p rpcqrd;stored as Supplier inAhe.AP . SUPPLIERS- table, of.the Supplier. Likqycle, Management and- Supplier, Hub programs. For the 06rpdses of the Life Scieribes:Cusfoirh6r -Hub. *program, a'.re'c'ord is defined as , the ri'drnberof unique -customer database records stored in. such program A.cus'famer database , record,is, a,unique physician (i.e., physical person)._,record..which-.4s stored, as. a contact -,for the:Oracle Life Scid6o'es6ustome'r*Hub 'program. 11000-1116dords:: is defined as 100OtWAhsed.rtoords(i6:,,:r6*s)'ttiat°are;-6utpUt,frotii•;iI Jorpouction data- flow o,f�the-,D6ta,Qu,ality.-fbr,Data leitegeator program., i''^ltile'sdrvbrs, p- 1116gisilt&W,�Ui4ir' �-,d6fihdd.�a��a"n":iridi�idUaI iiAhohik-by— t a single server or.:mu you to"use e.. programs�'. 1 T§ardl . bss,o . f.whet ! herthe;ind I ivi , dual is actively using.the programs; s I i at any g . Wen time. R I eg!steted6'Users shall be uiiness:partners< and/or customers and, stfiii$,n& 66 your.employees.- Remit Register: is defined'as anydevice designed to record any part,of a sales transaction. iltosettaket Partner-, Inierface. Processes® (010s(b): are defined as businessprocesses between• trading partners: Preconfigured system-to- a!pTrovided. Each,precanfigured 115115 includes,q. business-,docurnerit with ttiev'666uia'anid�'m ph e'messagedialog. : 0 �yr"6ysiness proces&WitK-the choreo ra y,.,of �tfi Rule4k: is;defink as a'data rules1ile'.co'intaihiiij cbrit'd nt . for:a, . given - country in , i_drdee`to'perfdrrn dAta'4yality'.fuh6tions:,optihiiied for that country. Server: is�,-,.defined.,.as.th6,,:corrfp4ter-on which,the pro ."are installed:A,Server license zallowsyD4 tq_yse-the licensed program on .a. single spe . cifie �c,omputer. Service.-.0rderLinie:., is,definedz.tft&:toi:61 numberof service_order entry* line.itbm , s , processed rocessedbythoprogram during a12:mohth:pedod; Multiple servide.order.ideintry nesduring,%any"Iline items maybe entered as,part of,an individual customer tervi6e�'orderorquote: `Yqq riiaynotreiceqd the licensed number of Service bide_ 'b2enion'th,perio"i -unless you,aqqu:ire,additional. S6rvice, Order Line, licensesftom Oracle. - &racle!5t)laris;Premier•SubscriptionI for -Non -Oracle Hardwarepeusoclket,is defined as the right to use the � Oracle, Solan * s programs (as -defined below:) 'on'-. hairidware ',not m�i'�-6iaLtu-ria'a-.6y-,6r-'forSun-/Oracl6','atid,to receive; . e Oracle. Prernier, Support for Op t erafln'gSyst6ms,sefVices (limited.to,the Oracle Solaris.progrim)'tor-'the,ierm:p'ec,ti"d'intheordering document:. Oracle Solaris I - opera ing system i,,'��ri-' ni -dira'62�Solarls, proglrams."refers to the I 'Y acle.may and1heseparately lice6si6d,.tfi�'rd,,;)iit'V'tdohnotogy (as:defined below).- The 'Pradef'Solari grams may.contain third party,t finology. Or pro :to,rYPU h' - pa techhcki�gy- certain ntati d 14s,V th6�:ih§t6llati6jj ils.'A :6ofiri btion.with:�suchrt third patty 0 provide.-ritrain notices in�program,i:1[6i�u,t.ii6 ' on,� rea me fi 1. Aeti . . R . r e 'Thirdd-pa technology.will beAicensed.to you either under iheterms oithe agreement, or -if -specified in the - progra"m.documentation, .�readme7-filo!s, . , or theliffstal 4tiomdetails, un8er:separate' icense'tern and- hot'u rider the terms.of tlhb'a6re erne n t (separately licensed third party-, 6_terrns4r6 not 'restricted in4ny,way'by the technology)'. 'Y6ur7ri hts-io use separately licensed 11%ifrdl paely,technology unde the,separat g g r, agreernent., by Oracle sand listed - led , on- the 'Hardware Compatibility List (HOL) ,,It This subscriptions is available only Jor •.a server. �`Iihzit iv certified, each. socket in the 6664r. T-he',subscription term: ls,effectiveupo htt��:�/"��i'iun:i�om/big'a"dminlhcl� :You 4 must obiiin subscription. license. for, en - effective -date �of the subscription ordering document, urilest, iitt4iiiiviie. state- d in your' ordering, do cument.- I your:ord'er we placed through.'tfi' fe Support for Operating, System . services ,are Oracle ,:S-t,o",rd�;.t..6en:the �,'e#(�ttiv.e'date ��ii-the .:date �'.y6'ur:ordei.�lwas -�,iccep"tedrby.Oradle: Oracle- - Premier t rm e ec nica-supgo provided under the' bl, `t`h-i me'" e,,s"- ' ces arepin6vided. Af-,,tM,,end_',of he,spjacified-- e , you may ti' eryi renew your. subscriptionif, a aiiabie, afihd-then. current es for thi bs �y crintion, lf'your order specifies l—A sockOVsOiidr� "u "may.-onIy use'the su scription:on aserve rwiwith notmorethan 4_ s6&ets. If order specifies "5+ socket server" thenyoumay.use the;subscription for servers wit any numbet.6fsockets., i g Subscriber port6 is defined ps'(a).�a Working telephone -number for all devices; (b) a portable, handsefor paing device that has been;activated ging;�(c)4_resi ential rop 6 c-or(d) a live connected Y- ou id hilailAevide serviced by.a�6able provide. di d r a nonres e y utility metier, The -total :number -6t-,Subscribers -ris equal,to the. aggre,gatie',of a'll.ty0es'of.Subschbers:, If your business- is not: defined iprimary n,the prima :deffhitio'n''of Suibscriber alZ9 ve,.qubscr, ev, r4efined4s each U.S.1M1,000 incre ent,of.,yqur.gros ;annual revenue, as: reported io the ,.SEC 19,your. Issued 6� Oracle America; Inc: 03-MAY-20,12 ft�vi i w- 1. ivicks'sick,Abyrielle � Carlds.Mbra Page 23:of 30 annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. Sun Ray Device: is defined as the Sun Ray computer on which the program is running: Tape Drive: isdefined>as;mechanical devices used to_sequentiallywrite,•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.standalorie uriii(s):orhoused`within a robbtici tape library: Examples of tape drive include but are not limited to; Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent;Type.(AITj; .Quarter Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan. For cloud based backups; Oracle counts each. parallel.' rearil:or Recovery Manager (RMAN) channel as equivalent to a tape drive. Technical Reference Manuals Techhical 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''fardware systems 'fo the applications programsand' (c) building'extensions to,applications,prograrKi. You.shalFnot disclose; use or perrriRthe disclosure qr use iiy:others'+of the TRMs-for any otherpurpose You shall not use the,TRMs.to creaWsoftware thatperformssthe same',orsimrlarfuncdons as ariy.of Oracle products : You agree:, (a) to exercise'eitherat least the same degree of care to'safeguard the confidentiality ofahe:TRMs`as you'exerciseaoisafeguardtthe confidentiality:of .your own most important confidential Information -or a "reasonable degree' of care, which6eir:is greater; (b) ,tw7maintaine agreements :with your: employees and agents that protect the confidentiality and proprietary rights of the confidential information of'third parties, such as Orate and instruct your employees and agents of these requirements.for the TRMs; (c)'restrict disclosure of. the: TRMs to; those of`youremployees and "agents who have a "need to know" consistent with the purposes'for which such TRMs were disclosed; (d)`rriaintain.the TRMs:at.alktimes'on:yourpremises;._and (e) not to remove ordestroy 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.. Terabytes is defined as:a terabyte-of computer storage space used, by. a storage filer equaGto:one trillion bytes.. $B in Total Assets: is defined as one billion U.S. dollars '($1,000,000,000) of your latest published or intemally-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 &, following set of inteiractions' 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 notexceed the licensed number of transactions during a 12 month period unless you acquire additional transaction -licenses from;Oracle, For OracleCoritad 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 . emaiiVvoice mail, and chat session (inbound. sessions, / web collaboration with ,agents). For JD Edwards`World Purchase Card Management, a'unique transaction.is:defined as aaingle-charge processed by the program: UPK Developer: is defined as. an individual authorized by you to use -the programs which: are installed: ona single server, or, mutt ipie-servers; regardless of whether:the individual is.actively using.the programs at any; given time. UPK DeVeiopers rilay`create,,modif ,view, and interact with simulations arid'documentation. UPK Employee: is defined as.an active employee of yours. (Note: The value.of these! applications-is;determined ,by_ thesize of the=active;employee .Population and•not;the number. of. actual users. Therefore, all of your active employees , must includdd,Jn your order when:lioensin g hese applications). UPK Employees may view and interact with simulations and documentation but may not'ereate.or modify irrmtilations: or documentation. UPK Module: is defined as the functional software component described in the product documentation UPK User: is defined as an individual authorized by you to use the programs which.are instiille6 on. a single server ormultiple: servers,: regardless of whether the individual is actively using the programs at any given time. UPK Users: may view and.interact.with simulatiormand..documentation but may notcreate or modify simulations. or documentation. Wireless handset 'is°defined as a' mobile communications .device such as a rhobiie telephone; .-PDA; 'or -paging :device that has:as. primary functions wireless voicecommunications and data services.provided,through a senlice•provider. Workstation: is defined as the client computer from which the:programs are: being accessed, regardless of where the program is installed: Term Designation If your program license does not specify a term, the program license is perpetual and shall continue unless terminated:as otherwise:provided in'ttie agreement. 1; 2, 3, 4i S Year Terms: A•program license specifying.a,l, 2,.3, .4 or:5:Year Term:shalldbrhrriepce;on:the.effective.;date'.of`the"orderiand'shall continueforthe specified.period: At the end of the:specified period th'eprogram license shall terminate: 411.1.190 ..1.,McKissick; Raynelle - Carlos.Mora Issued tiy,'Oracle°America Inc;.03=MAY,2012 Page;24 60 .30 I 'Year Hosting Term: A prog ram lioppse.specifying 1--1-Year Hosting Term shall commence on the effective date of the orderand.shall continue'fdr Tqtm moyp o—i hall, f ti?.-A program icense,s e in a period of. 11 year.. At tK64nd,6khe- I rithe'.0r"g' rarn-fi6ehsi? s e� inai' all r,Ho*ting_, only be yea Vie0lor-providing'intemet hosting services. I Year Oracle.Hosted Term: A -program license specifjing:a I *'Year Oracle HostedTerm shall I the-effective.d 1. ate o f, the -order and shall continue for,a'ppriocl of -I year: Atthe end of the 1,�_ydar,the'program. license s ' hall terminate. A.pro§ram- license specifying.iI Year Oracle Hosjid term' n6st6e 6y biraidl iecom.'44ai- dom l_ er acid Administration services. I Year Subscription: Xprogramlidense specifying,a I Year Subscription shall commence . on n the effective date - of,the order. and -shall continue for -a period of-1-ye@F:.At theend ott I he I , yepr'the.prpgram license shall h I all . terminate. Licensing Rul - as -for. Oracle Tech no ldcii Programs �and,Oraice Business Intelligence Apolical on Fallover: -_ Z I ubjectIoAheconditions that f6lidw below, your'lidense1cir the prograrnslisted on the US Oracle Technology Price, List, which may be! - .,.htt6:I/m,vw.ora le comic6 loricelitts.html, includes the 'righi` 0 iiin' 64.,_Iicen_sie-4.program(s) on'an' unlicensed spare. co I mpuier i - fi_a failover environment for up Io. a total of ten separate days in any given calendar year (for exarnoie,`.�.a failovernode is down for two hours o , ues `4 F18ay, it_,do6nti,as,tW_6`da h h number of rnicfiines� are arranged in a h66' in T';`dayaind`th hours on ree days): The right applies'w en a nurT duttiiir and share�, one diikjjray. L W66n'the . p �, dde-fails, the failover node e acts cts . as the primary, node. Ohci�,thb,prirnar repaired, you y- node is jmary�n exceededteri, days. the � failover node; m - ust'belj6ensed In"acidition- only one musi.svkch-back io.'6e primary node.'..Once the-failovei.pe per. eredenvironme is-- fi d` -,fail r; ' 'd 'afrio charge for;"up to ten' sieparate::daiy 6ev'en'If multiple no es-a:r'e*con igure failov6r'h6de. t d a§� ove Downtime for maintenarice.purposes counts towards the ten siaparate,day's limitation. When licensing optionson. a failov.eIrIenviranment,, the,options must match the 'number A associated . data a when icensing Plus, user minimums a nu r of icenses of e assoc database: Additionally, by Named User re waived. on one fai I lover node only., nly., Any Ose'peyond th,exig , ht - gra _ nted-in ' this s*666n- muittie-lice . nsed separately, I ri,a.iailover. environment, -the `, 'same -license metric must 'be: used for the%pr6dudor and'failover, riodes'w hen 'lice'n'sing, i,'given clustered. configuration.. Testing:, For -,the purposeof, testing. phyi I ical copies,of- I backups ;L,,your, license� for the -Oracle: -Database (Eriterprise Edition, Standard Edition or Standard -Edition Ongh right t 6, Ilh e d a t a li "a s e i 6 6 . n f exceeding 'per testing,, in iridudest the an urilice sed-computer, or uplo four met,, xce g any,o 6nrca'166d6r,ye ar.. You are -responsible foeent6flqg that.the follciiiiring,reitridionis are not; violated: "licensed'owservers that t have'a maximum capaci . t -Standard • Oracle: Dbtabase�Ztandard Edition, can. only. be' i �y of 4 sockets. dradle,batabase, to a me x i mum E when,4sed With Oracle,,Real A - pplic6tioh,.Clustdri_ may� only bi�'Iicens4d on'i single cluster, ofs'erversl_suppor4I capa - isa • Oracle Standar& Edition One. lntbmet.Application,SerVerZ ' tandard Edition.One -andRortal Standard. Edition' One. can only.'be licensed on servers sihk hi"'ai m aiximum:c'apac'ity,'ofZi66k sockets: . e I • VvIer Busi such Server. Clustering. sec on,servers that have -the ability'to'run a maximum:of 2-sod(eis. the data (* ed qie Standard� t8ition On , one other . .data6ase, . and-any�nurnbe*r of flat -file iiii Builder Core E I TCto pull data ftm'any Jnu' nbei'6f data I sources . - . bui you ou mutt • Informatics PowejCenter and w'e`r6onrie'dtAda'piers,-, , may " not.be used -on a -standalone basis or at a standalofie'ETL-to*oV TheInformatica Po#erCehter and PowerConn'-edtAdapters -may,;bL-.. used with -any Aata sourdO-provided, the targets) are: (i), the Oracie� Business' Intelligence .'0'6rfor�nan'w,Managpment.Appicat applications programs (excluding. Hyperion Enterprisei6ns),'. (i) - ih�6 underlying: which the pIL Oracle business lni6IH6en6e t6ii6: Enterprise :.Edition Plus program, Oracle Business Intelligence Standard Edition 'One or associated o�ents%of*'t6ose_136siness Intell . igeno , e. applications'. prog raims run, :,or-(iii) a -staging database for any of theforegoing.-informatica 0 . . _ components enter and --is66; -th '-Oracle' Busi' I' �plications, programs (excluding e used,where e ness Inteligence a, 'ay also HyperionEnteiprise.Perfoirmance.Manigement'Applications) are:the-source'and non -Oracle Bus inestIntelligerice application pro ram are cati 's _the d0owerdohnect Adapters to transform ransfdrin: the data. target 'provided,.ihat t.use . n ormatica- PowerCenter a - n • With respect to,the Java StAdvance&and Java SE -Suite programs; you may not create��.rrotlify, or change,the behavior of, or authorize your users . to create; . , .. modify,: odh,' ior'chan6e the 6ehavi"o'r'o�f.;'rja-sses,'interfaces, or�subpac . kpges that' are in any way ,ideniifi6d,ii'Javal%,., � ax" .sun" or Jay oracle" ,;&r,any variation'of oaforementioned,`63 i", f the naming .cdnventidhii The installation and .auto -update process6s'for these. proig'raims-ifarigmit it limited amount of.datbi to Oracle'(6r_iis_service:provi er) about those -specific processes to help 'OracWunderitandand optirnize.them.,Oracle does n6t;.assodate,,th6.,datq w-fth'�'p6i�g�bhilly';id6ntiflable. information. You can find'more informatii5ii about: the 'data. Oracle collects at http,/toracle.co�yi,'cor,tracts4 •d Ndd - itiOnial --copyright, -notices lice'nseterms applicable to portions of. the programs ;are set forth at ,http://cracle.co,W6ontra&s• Programs that,contarn "for Oracle Applications"'in the prograni riaine-are limited use . programs. These used with "eligible" Oracle apphcation:pragrams fhat.contan the following;prefixes'in the program name: -Oracle -Fusion; Oracle Communications'; Oracle• Medla; Oracle Retail' Orate: Enterprise Taxafion�, Oracle. Utilities', Oracle. Financial Services Oracle FLEXCUBE Oracle 61eus, tht%IZA For a.tist of -`excluded programs please:_re-vie, Notwithstanding'anlhing�a ove ' Business, Intel Oracle application programs 'th;g'tico: r6ih -6iacl Fusion Humar`Capital - Management-,�pr( limited use,�tog-rams','con't-aining,'!'for-bricie;4pI Oracle §PEL, Process Manager. Option for Ora ipprovils.Within'�6*lig-ib'le:,6racle:"AOOliciii6ris.-WI party appiication-s_ are allowed ais`Aoh�l ais� , thdy:Iil ire, alidwed,as long,-,as,,6t least one 'of.".the_,'ser natively (via We I b"Se Services) or via an . ..,z adapter:- .-or ace Business intelligence,,Fbundation transaction database ;data aiehoutior4iin Es 'databa,se;it" if �or� i se an, extra ...ion; in,whole or, in ences; Oracle Argos; Oracle. Legal; Oracle nsurance. an r - rttn;thafiprefix are::eligible for use,,with the "for Oracle Applications limited use programs. Applications Licensing Table;, which may` be:accessed 'at' info}icrac#e.comlcontracts. Suite-Enterprise-11111 ion� ..Usl. "eligible" ........... ........ )n Hbman,*-Capital-Whagement" . as a-prefix,in the' and Oro i .,that the program Any use of . W , ' rp, - a 11 1 ` ' , . t, ` d s o�-bther0faci�,�pp1ii:iiions',brihirdI rty applications Is no penrittP... pllcatiohs, may be used. only to enable; busim workflow interactions and I l�w . nteractions'beeen� eligible. Oracle Applications and, other: Oracle Applicatiors,or third 6drinitiatid within the eligible Oracle Applications, Business Processes defined in SPEL nvoked from within: the. Business. Pro cess access, an eligible.6racle.4plication either Applications.. may be used only to ,perform query, reporting and analysis% against: a OLAP cube if: _ (i) the transaction database is,ain:eii6ibl6:bnarje 4plicitio'ns:transaction of an transformation , e i Oracle Applications transaction database, - wiAhouC s f6 rmation (suety, 41141go - 1 i McKissick.- Raynelle - Carlos. Mora issued by Pracia America, inc. 03-MAY.2012 Page 25.of 30 reporting and analysis against a transaction database that is not an eligible Oracle Applications. transaction database; requires a full use license of Oracle Business Intelligence Foundation Suite); or (ii) the data warehouse is a pre -packaged eligible Oracle Applications,data warehouse, with any customisations necessary to reflect customizations made in the eligible Oracle; Applications, and restricted only to the eligible; Oracle Applications sources (query, reporting and analysis against extensions to the data warehouse drawn from source systems "not"supported by` the pre -packaged data warehouses require a full use license of Oracle Business.Intelligence:Foundation Suite);.or(iii) tlie:dimensions`ofeach Essbase CLAP Cube are sourced from eligible Oracle Applications. • Oracle WebLogic Suite for Oracle Applications maybe used only as an embedded runtime for eligible Oracle,Applications or to deploy customizations made in ,Java to an 'eligible Oracle Application. "The WebLogic giob'al d`atasource 'or one of the` WebLogic application datasources must be:configured to access the schema of an eligible Oracle; Application_ • Data 1ntegratorEnterprise Edition for Orate Applications may only be used with theOracle supplied data integration jobs,.and customization -of the supplied jobs.is allowed. For the avoidance of doubt, examples of uses that am -not perrn46d-include,.butare notlimited.;to; the:foliowing: adding new jobs that support different applications, new schemas, or previously unsupported application modules: • Hyperion Data Integration Management, Hyperion Data integration Management Teain'Based Development, and the'Hypenon Data,lntegration Management Adapters for'.SAP BW, SAP R3, PeooleSoft and. Siebef are licensed l y Computer: Each Computer license is limited to: support the use of up to 8"CPUs and each.Computer license must.be licensed in increrrients of--`8 CPUsr Each core rs'recognlzedras aCPU For. computers that have more than 8' CPUs; additional Computer licenses must be`purchased based upon the`amount'of`CPUs that,you:are:using. For`exampte, if you are using Hyperion Data Integration Management on 12 CPUs, you need.to purchase 2 Computer licens ' if you are=using Hyperion Data Integration Management on 17 CPUs; you need to purchase .3 Computer licenses: These programs may'b"e used solely,in connection with moving: data into and out of a Hyperion Data Store(s) (data/metadata repository(ies) delivered with^the Hyperion programs) These programs may not be used to extract data from a non -Hyperion Data Store(s) to:load a custorri data war,ehouse'-(edata warehouse not: built-solelyfrom data from"a HypenonData Store(s). The,Hyperion Data Integration,Management:Computer, license allows for.such program to 1) connect to the',' ollowing`relational databases' only; Oracle,-Sybase; IBM'Q62, MS`SQL Sevier'and 2) source from :and write'•to:an unlimited number of flat file/XML files. Hyperion.Data Integration Management Adapters for SAP 61N; SAP R3; People off andSiebe_ l'must;be licensed separately to allow Hyperion Data Integration Management to connect to: hese'additional.sources. • The number of Hyperion program option licenses must match the number -of licenses of the associated. Hyperion program • The license for the Hyperion Planning Plus program includes a limited use. license for the Hyperion Essbase Plus Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator -Target Database programs. Such'limited use' icense means that the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator. - Target Database; programs may only be used to access data from the Hyperion Planning Plus program. Specifically, the Hyperion Essbase.Plus program cannot be. used;to create Essbase-cubes that, do not contain data used by the Hyperion Planning Plus'program and the Aggregaie<Storage optioncomponent-of� the Hypenori Essbase Ptus program may not be used. • The license for the Hyperion Profitability -And Cost Management program includes a limited use license.foe-ttie.Hyperlon;fssbase Plus; Hyperion Financial Reporting, : Hyperion Web Analysis and Oracle Data Integrator -'Target Database programs Such limited user license means1fiat tie Hyperion Essbase'Plus: Hyperion Financial Reporting, Hyperion Web Analysis'an'd-Oracle Data Integrator' Target Database programs may only be used to access data from the Hyperion Profitability and Cost:Manaserrient-program. Speafically; the Hyperion Essbase Plus program cannot be. used to. create Essbase cubes that do not contain data: -used by•the Hyperion Profitability and CostWanagement m prograand the Aggregate Stbrage option componentof the Hyperion Essbase Plus,programmay not -be used: • The license, for the Hyperion Data Relationship Management program, includes. a limited use license: for' both.the V1 bLogic Server;Standard oc Edition and BPEL Press Manager programs. Such limited -use license means that the WebLogic Server Standard Edition aid:BPEL Process Managerprograms may only be. used to enable workflow functions in order. W process -:requests withinthe'Hypenon ;Data Relationship Managemenf-program. • You may run only one data repository of the Oracle Real User, Experience -Insight.per,server-regardless of the.number ofprocessors that are licensed for server. If you purchase Named User Plus licenses for the programs listed below, you must.maintain the.following user minimums and user maximums:. Pi ram, -- Name&:UserP-Ius'Min'imum " Oracle Database Enterprise Edition' 25 Named Users Plus: er Processor Times.Ten_tn-Memo Database 25 Named Users Pius perProcessor Cloud File System 25 Named Users Plus' perProcessor Rdb Enterprise. Edition 25 Named-Users:Plus er Processor, CODASYL DBMS 25 Named Users -Plus per Processor Java SE Advanced 10 Named Users Plus per Processor Java SE Suite 10 Named-Users.Plus' erProcessor. WebLo is Server Standard Edition 10 Named Users Plus r:Processor- WebLo is Server Enterprise Edition 10 Named Users Plus per- Processor, WebLogic Suite 10 Named Users Plus:' er Processor Web Tier 10 Named,Users'Plus ` r.Processor Coherence`Standard Edition 10 Named Users -Plus: erProcesson Coherence -Enterprise Edition 10 Named Users Plus: erP.rocessor, Coherence'Grid Edition 10 Named Users Plus' er.Processor, To Link_and.Application Development Framework 10Named'Users-Plus' er Processor: InternetApplication-Server Standard Edition 10 Named Users Plus:.Oef Processor:" Internet Applica6on Server Enterprise Edition A 0 Named Users Plus. r Processor*' BPEL-Process'Mana er 10 Named Users;Plus WProcessor. WebLogic Integration 10,Named,Users;Plus rProcessor_ _ Service Regist 10;.Named Users•Plus. rP,rocessor; Enterprise Repository 10;Named Users:Plus; eriP%ssor- Forms:and Reports 10'Named Users `Plus, erProcessor Tuxedo :10:Named Us"emPlut erRrocessdT Web Services Manager 10:Named.Users:P.lus. er;:Processor 4111190 -1. McKissick, Raynelle - Carlos.Mora Issued 4y,0racleArnendi, 166A3-MAY-2012 Page 26 of 30 Non Oracfie:Middleware '10 Named Users Plus per Processor4 _.SOX,Suite:f6r B6siness'Pr6C4ssWanaqement Suite for Non Oracle'Middl&w*6 1.0.,Named UsersPlus'per Processor Event -Driven Architecture ;Suite .10,Named,User6Plus'per Processor- Susiriess intelligence Standard Edition 10 Named UsersRW. per -Proms or WebCkiler-Suite 10'N6kndd,Uters PlOs'oer,Ptocessbr' MbCenter',Services, 10 Named,Users-PlUs per Processor Universal Content Management 'Stafidaid`Edition '10 Named Users Plus per,Processoe Universal'Content-Mein6§emeriV 10 Named Users! Plus.perProcessor` lima gihg'and.-Prdcess.Manajenient 10 Narned,Users'Plusper Processor, Content..Conv4r§ion:S6rver 10 Named,Users:Plus per Processor' `Distributed Ddcurn6rit-CAptuee- 10 Named,Wers Plusper'Ptoo6s'sor Dir6ctoq S60vices.'PlUis I Mlslamied Us&s,-PlUtperfrodessor- *The-,Narhed User. PlUsiMidimurn-do6t:libt.apolylif:tKe:ptd4ram-:.is.ihs.talled,dn,a ofie=processor.,niathiifLi,;that'allowsfora -,-iiiaki.niu.m-bfone us.er.per. program: Pro ram Named User Plus Maximum: I * Pers6nWEdfti6h I l.N6med.'.Uter.Plus06rdatabase 1. Businesslintelligence:Standard'Editibn One 1 50 Named,Users-Plus- if iice rising by Named. User Plus, the number.of licenses. -for the programs )istpd, pqloW.in-ctilumnA.mustmatch'the number;of licenses of the associated pm.Igran listed in dolurn,B,In,the"case Where the'minimum number, :of N_amed. Qse rPlus;licet ses-arejweie l6'rqh'ased,the number of iienses'may: not 'match- :du6 b'e*twb6n'thd.tme' th6respectiVii f" i sing by, Procegsor"�the prograrns, Werellic6rised. I 'ficen number ofjicenses'for the listed . below in, coliumn A must match the number. of licenses of theasso6lated. program. in column B. In ,w �edat,.dfi�bren-tt-mer,,,th-e�'h'umb'erof,li6e6s�6��ni�"hofm�t6tfd(ii&'io.-va ance,in. core factors the,case� h6re'ihi-or8grimis.ire H666 n between the time at, case the number of. cores used I to determine the number- of licensed pmcessors-for the programs. the -respedve,pmgrarris were licensed; in'th. I .licensed 1 ,, i �1.1 I - - I , . . the � I - � ". � programs 4:11... 'L " ' licensed s listed in s -of ft6hsi processors of the,a' ociated program 1 d listed beldwin column A must match the, n6t*i6er of cores �V used W, determine the number it - ". L� � th� ' ' ' "L " I -conjunction-, - , C61umn'B� , A'sis—ociate'd'-programs: are, _qs�kpro lb I" ' 'i,wftfithe�limgramin olurinnA., grgm& e ng used in Cdlumn'A Column B Database'. Enterprii!gel- Edition - Options'-- Real', ApplicationiClusters, Oracle.Database Enterprise Edition; Audit Vault Server Partitioning ; blLXO-, Data Mining:§patial, Advanced Security, Label , F Viuft';Data'�P_ r"ofilinga6d d6ality,.ActiveData ,GUdrd' Securty RealApplication Testing an?"-d Dression-TotalRecall,.- oi Tuning' P46k, C guration Managemp t Pack f6r'� 'hange'Managei�er�f,:�ack,"C:'on'fi' _ , . Management . Diiabasb,.- Pi6vlii6riho an Database C14ta. RDB.'Server ,Options*- TRACE" Rdb: Enterprise Edition,; CODASYLDBMS W6bLbgic,Suite-_Opti6-h's**- BPEL,.PrbcessManager Option, Service,: I MbLogic.Suite & Bus; S:Sufte for- bracle Middieware; Business. Process Management, Suite. -Application;-Ser.vLie",Ent6tori§Li Management"" Dieignbstics� Pabk�-Jbr, _' ..Ass6diated.aoplicati6n;s�er.v6r,,prbgrarri being.--trianaged >by-. the. Oracle- Mit:idieware,,, WebLo*gic Server- - Management' PackE .,nter e pro gram in tolumn"k. Edition :,s6Ama6;iqdr�Li'htP-'�-ck.tnte'�tdit'ion Mandoern6ritRack fo(O[acle Coherence*" Coherence,Enterprise, Edition';'Cohpirence Grid. Edition' Management -Pack for Oracle-,GoldenGate* qqlde Gate,- GoldenGate for Non' Oracle Database- GoldehGate for Mainframe Busiriess-Intelligefice SerVer.Ehterprisef Edition . Options-: Interactive Businessintelligence Server:Enterprise.Edition t6hboi4,' Delivers; Answer s Office Plug-in' and Reporting -and ' Publishing Business; I ntelligence-. Suite Ehte s�ppBusiness rprise, Editi m Plu Vpp-.� Busiressintellioi&noe-,,SUite,Ehterp(ise Edition Plus Inf6lli§6ri6e Ma gement'Pa Beehive Piatf6hn., Optiofis-' Beehive Messaging, Be6hive Team Beehive-Platf6irm Co!lab"b'r:a-'t't'o.n;-,Oeehi"v; chiro 'Out 6olla6orati Beehive ViDiCemal e ri on Hyperion Fi6airidia-I Data QLi4Iity,!-Mana&m_en't Options-... Hyperion Hyperion: Financial 134t4QijalityrMariageMerit. Financial_ . Data: Qualit.y Management Adapter for. Financial Management, Manage 'Quality Hyperion Fi66 h6al Data: M ana, g,e me'"n, t Adapter Sult6;_:Hyperion ' Financial bita dualManagement Adapierfor:SAP Heribh-.Fin�fricl0i',D�ament-foe.'Hkperion Enterprise yp-�;Qti;ility Manage Hype ridnT ifiancial' Data Mality,�'M;qina4errient for Hyperion .41111196 r-l:-McKissick,:kay,'nelle--:CMbs:Morii- -Issued 15y Oracle Amerim. Inc: 03-MAY-2012 0;4ge 27 of, 30 Option- Hyperion, Financial Data Quality Management Adapter Suite Enterprise Hyperion Data Integration Management Options- Hyperion Data Hyperion.Data.Integration Management' Integration Management Source Adapter; Hyperion Data Integration Management Team Based Development *If licensing by Named. User Plus you must maintain, at,a minimum, 25 Named Users Plus per Processor per associated program: , If licensing by Named User Plus you must maintain, at a minimum, 10 Named .Users Plus.per Processor per associated;program. Ucensing-Rutes for ATG Applications • Yoware respo isiblelor ensuring compliance with the application licensing prerequisites-as;speclfied;in.the.Applications'L•'icensirig'Table which may be accessed at httoa/oracle,corn/coniracts. • The Oracle ATG Web Commerce Business intelligence program and the Oracle ATG Web Commerce Business. Intelligence Administrator program may only be used in conjunction with either the Oracle ATG Web Commerce program and/or the Oracle ATG=Web Knowledge Manager program. You may, however, expand'your data model,to includeother information provided the additional..information supplements information is already included in the OracleATG Web Commerce program or in the Oracle ATG Knowledge Manager program.. • The Cognos BI Consumer Bundle is included'inthe Oracle ATG Web Commerce,Business;lntelligence; program:and is comprised of (a):one;(1) reporting engine. for anonymous viewers consisting:of no more.thantwo (2) processors and.four (4)!total cores,,,(b) unlimited anonymous`report viewer seat licenses, (c) one (1) Named. BI Web Administrator seat license and one (1) Named Bi P,rofessional Report Author'seat license. Any additionai'seat licenses must be licensed separately by purchase of Oracle ATG Web Commerce BI Administratorseatclicen§es":at.an;additional cost and are not included in any,enterprise-wide or similar license. Licensing Rules .for,JDEdwards Applications • You are responsible for.ensuring compliance with the application licensing prerequis''ites:as.specified in the Applications Licensing Table; whiich may tie accessed'at h ftDJloracle.comfccnfracts. • The JD Edwards EnterpriseOne programs include Adobe PDF Library: The programs also include GNU libgmp library; copynght19g1,Free Software Foundation, Inc. This library.1s free software that can be modified and _ redistributed'under the -•terms of the GNU.Lib6ry General Public License contained in the programs. The programs may also contain "other third party. products: • Your license for the program(s) may include additionallicense rights, Please review the. additional license-A6 hts� listed qm he P.eopleSoft;/, JD Edwards piogram.table.located at http://oracle.com/contractsforadditional: information, • The Foundation program contains the development foundation environment/toolkit. You understan&1and acknowledge that any software prograrh developed with the functionality of the development- found ation'environmenUtoolkit is 'subject "to the terms and conditions of this agreement. You will defend and indemnify Oracle against.any claims by third parties for damages -(including; without imitation reasonaeie legal fees) arising out of any computer programs generated by you utilizing the development,; toots included- in the programs ORACLE DISCLAIMS -ANY WARRANTY THAT THE. DEVELOPMENT TOOLS INCLUDED IN THE PROGRAMS, WILL GENERATE COMPUTER PROGRAMS WITH THE.CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH GENERATED. COMPUTER PROGRAMS WILL BE ERROR FREE • The Oracle Technology Foundation for JD Edwards Enterpris brie and the, Oracle Technology Foundationfor-JD,Edwards :`En terphseene Upgrade programs each include a limited use license for Oracle Database Standard, Edition. Ttne database may be used salely,,rn oorijunction with any and all.licensed JD Edwards EnterpnseOne programs, including:third party programsalcensed,for use, 'with* JD Edwards l nterpriseOne_i programs. The database may be installed on an unlimited number of processors. If you, require. features' and .functions:beyandahose included with the,. Oracle. Database, Standard. Edition, or if you require use, of Oracle Database: beyond your, JD; Edwards EnterpriseOne implementation; you may purchase a non -limited use license by contracting directly with Oracie.or one of .its authorized distributors. The license for each of these, programs also- includes, a limited use license for the. following m components. of'Oracle:Fusion Middleware Application Server Standard Edition or Oracle. WebLogic.Server Standard Edition .'(either of these products ay be _used, but bath p cannot `be used for 'the'same`function); Oracle JRockit JVM' Oracle ApplicaUon::Server Portal .:Oracle.VllebCenter' Services :'Arai i Process Manager; Oracle Business- Activity Monifonng;:Oracle Application Server Single Sign-0n; Oracie.Ac_cess Manager Basic; Application Server Web Cache; and Oracle Business Intelligence Publisher. These componentsmay.be;used solely'in.conju'ndion`a and all licensed JD Edwards EnterpriseOne programs, including third party programs licensed for use with JD Edwards Enterpi ' programs. These: components may be installed on an unlimited number of processors: ,if you require use of;these:components_beyoi JD Edwards EnterpriseOne implementation you may purchase a non -limited use license for any of the, Oracle components`- by corn directly with Ora Cie 'orone of.its authorized distributors. For the purpose,of. using OracleBusiness intelligence Publisher; .Oracle will-include;a imited use:liceme of Business intelligenceP -ublisher.for use with JO Edwards EnterpriseOne.programs. Any use of Msiness Intelligence Fubi1sher outside of..a,JD ilwards'Enterprisedhe,program, such as with,a your:own "custom"; applications as well, as. with other Oracle applications (including but not``imded`to Stella!_Applications; PeopleSoft Applications, and/or Oracle Applications) will require a full use license of Business Intelligence -Publishes: Business Intelligence. . Publisher maybe installed on an unlimited number of.processors.. The development tools included with these programs may be used solely with thedicensed�JD Edwards EnterpriseOne;programs and may not be used ,to create new applications. You will defend and indemnify Oracle against any claims ,by third pattiesJbr damages-(tnGuding; without limitation, reasonable legal fees), arising out of any computer programs generated by you ;utilizing; the. developmentrtools::included in the programs. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENTTOOLS 11 CLUDEDdN THEJD EDWARDS ENTERPRISE ONE'PROGRAM'WILL GENERATE COMPUTER'PROGRAMS WETH`THE:CHARACTERISTICS OR SPECIFICATiONS"DESIREDi3y I' 'U OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE. The Technology Foundatiomand Technology Foundation. Upgrade programs each'include the following,"iBM Components" iBM OB2 Universal .. Database, IBM WebSphere:Application.Serverand tBM.Web,Sphere.Portal (as.coiitained in Collaborative Portal}'. IBM.,Componentsmay be used.solely in conjunction with�any and all licensed JD Edwards Enterprise0ne.programs,-including third parfy:programs;hcensed for use :with JD Edwards'Enterprise0he programs. You may obtain=a-general'license, for any _of the iBM"Components,tiy contracting prectly_,withi,IBM`or '4111190 - 1. McKissick; Raynelle'-.carimmora Issued by gracle'America Inc. 03-MAY-2o12 Page 2&of' 30 one of its authorized distributors. The development tools; -included in this program -may, be used solelywith the licensed.,JD Edwards - : Enterprisepne progr4m,andimay not.b6 usedto,creeite new. a applications. You will defend and indemnify Oracle against any claims by. third parties for dafil : e s(incuding.Wdhoutli'rh'ftatio'n.:reascinable.le', I t of, any, compirtir.prograrns generated by you-uti,izing ft ag; _ga fees) arising 6.61 development tools.jficluded'ih the, programs. ORACLE bISCLAIMS'ANY WARRANTY THAT . T THE DEVELOPMENT PMENT TOOLS INCLUDED' IN THE PROGRAMS WILL , , G _ ENERA WITH THIE.CHA RACTERISTI I CS OR- , SPECIFICATIONS. DESIRED . BY YOU 'itc6mPUfER -PROGRAMS-' - . : - - OR THAT SUCH GENERATED ::PMO�UTER PROGRAMS WILL BE ERROR FREE. 1-1censlina Rules for Oracle.E-Business Suite Applicaii6ins. • 'You are responsible for ensuring compliance with the application licensing prerequisites as:specified i , in'the'A plicatioris Licensing T61e. which .may be - amassed at httwfioracfe.00mfcontraas. • 'the bipii66Aciivity. Hub B213-is only:availablew,kh the Siebel Customer. Universal Master component of the Customer Hub*82B program. • The option Field Service Hub B2B. is only. available with the Siebel Customer Universal Master component of the Customer.Hub B2B program. The'.6pt6-Marketing"14u6B26 is,onlya'vaitablewi'th'the:siebeI C-ustomer.Univ,d.mtil:Ma'ster.component of the. Customer Hub !32B,program. The option:Sales. Hub ,1326'ilonly�available with ,the.. Sl_iebel Customer UniversallMaster component of the Customer Hub.1325program. o The option Service.kub.13213 is,only available with -the Siebel Customer Universal Ma'ster.componentlofthe Customer.Hub'132B'program , , j - —, - 11 ' - , I � eL . ' itpr6gram.� The ,option Activity Hub B2C is only availablewith;the Si" Customer Universal Master component ofth Customer. Hub, B_. The �opifon Field:Service , drVic'e'Hub-62CIi"o4' Ae 1. ii- bil Customer Mastercompori nf.ofth' -available'with,t Se , us mer. Universal e e. Customer Hub 42C program. • The *option ,Marketing Hub 626 ii,on'ly-,available,wit t the�&ebeCustomer Universal Master =mpopent ofthe:Customeir Hub, B2C.rprogram. The -oo'on-Priv:'icy.Man'ag6rh6nt'Pblic'y HubB2C:'i`pib s only with7the Siebel Customer Universal Mastdr_comnenf6f46,e Cuitomer-Hub :B2.C1'program. Thi�.o Otion , �Sales,Hub�82Cis16n[i.!'6VallableWb•the,Siebel C6ttbm6iUhiV6rsaiMattLrc6'moonentofthe 'Custbino'rHbb,B2C,peodratn'. • The ' owS6rvfce_,H66 erc ponent4'thebus , tomer.M I ub�,B2 -, C program: h oPj1 is'only:avai abte:%4th the. ledel.'Oustomer Universal Mast om • You are: respbh.sible f6rebsuring'c6moliance W)th,fhe ap-plicaifibb licensing as,specffidd in,thc I iApplications:tjp,. nig nensi Tablei,,which • Your license f6f the prog I ram(s). may include additional license rights, Please review'theadditional lidense'rights'lisfed on'the,NopleSoft / JD Edwards,pro nVoontractsJbir a'dditional information. grarn table 16c4tdd'at:http:fior�cIe.0o • e, proinclude .1 Business '. An alys' ',Mddeler — Reistr icted Development evelopment to develop -interfaces and . grarns;, listed below indu e. a icense o use,� — ls� . I ' Oracle, will deliver this .modifications'; incIiiding:_creaii6m,6f hw. application Adt' Jab es, only, to the Peopje§dft,prpgrams;- you hav icensed. a program rc`-Integrated am'oYper I i4el'i-_Ve`t_er _Jn:your 6nief. nteg -PieIdS6rvf6eMarketing.k66iiLSates ibnlih6Marketing, ONeuCaptpye' .Pider Cap. u. re-Sef,Servi6e, S614 SOPPOr1d Cust0% S0ff Service • Is S al'te'' conditi-i" fd inth &6'Supplernerit Your use of,the Campus Self �Spimice:-prog!arn subject to the. addition rms and - ions set., ith e,INAS,S6ftw, located at h0oi/oraclecomf6ontracts., PeopleTools - Enterprise.'Deviiiildpment. shall be used solely to deVeldp-'a0011cations for your internal"dat'a processing operations. In no -event .shall you market or distribute such applications: Notwithstanding an iythin g,tb.the contrary, you shall not have the right to use.the functionality currently refefredloasVerif y.search. engine provided ea i, program for the� purpose'of developing;a0plications. •-Each P6oDleTooIs,:- Enferprise.b�eiootnent-�6Aer��t-program shall be used solely by 5:application users develop,applicitions containing no I more . than a t . otal - of 20 components:I .1 I (as defined in the program I documentation) . Jor your data processing cop6ratiloins'. I,Kno. event, c. at i on s b shall yo�i'mark"e-t"o�r.distribute :,iul�h applications: fwith46ri_ai6j:anything to the contra ry,"you ihill not kavii-thO."rigfit fQ 6seithe functionality currently referred to, a-_s_,V6rit K"�6gine . provide 6irpow6f'develo ing,applications. Verity search d,as,-Part.of this program for the.p p .- , ii6it4i6tdd bev�16 - % '-'d" - - " if i '� ' iiiicaii: including, Oicbtl6in"data16til6s, You may use: PeopleT661s:— pmeht4o; eveiopjinte aces and r6od ons, inc u Ing, creatid, - only 46-the PeopIeS6ft Enterprise r the delivery terms.:6-,yourorder_ The;Pprograms you.:.hay.e. licensed! Oracle will deliver this program to you�pe , delivery '. ' terms 1 - I - � 1, , , , I 1� I I I .�, ' - ' _ ' lh' 'licensed ram�may,ony, eu o ti�iero` J b 0'; ave I b , ised'wi -, eop ft, rise'or D� dward§ Enterprise n6*-progromsyou from 0 . radle; You shall not use,.this-program ,jvvit h, any other software.. • h"IS"i'd A ministration The- lio6n`s'e* f6r't e, tu ent 'd- program 1ricludes, - a lirnitied,usid liceps;0'for'the Hurhan Resources, eneftAdrininistration and the Payroll North 'America programs. t6c�'iirhfted_use� I I ioense means that the Human Resources, -.Benefits Administration and the Piyioli for - North Your Arrieridaitoftwire m6dule§shall: o'niy'xbeused'in . orderto.access:the feitUres,and functions -of the Student Adminis -0iti6n:pfo§'iam., st6d'antAd_mi'n'i-st'W'i` ftions�setfortKih-the� Software Supplement use, e Administration is the. additional -terms and conditions 1NASSbftw_ppi S`r_1 eme't located at`hftp://ora6fe./contracts; Ucenisinq Rules for Primavera Applications :You are I responsible for ensuring odrri6ijaiice.,wfth-thcl:apolication:.Iidehsing prerequisites'as specified. in; hq�Applicqtions LicensingTable. Which may be accessed -af For the, Ourposis. of- - the,followifig Pfiffiavera-pro Earned Value Management, Evolve, SureTrak.. Contractor and P3- P roject Planner, you _grarns: 'I t , Support service. a and- s that are available forthese acknow edge a you have both read and�ndiiit the limited software Update. Lice nse.'� programs, "descri . bed in Orade'.s7icfini6al Support Policies. For P3 Pibject,Plzirfner:prograrns. you.acknowledod4hat the'agrebfilont,delivered to'you with these prog rarns (i.e., the: Oracle,, License and Services Agree,ment),:arid notthe end user license agreement contained in the product ins tallation, governsahe s ustr.us6.' ;these programs For the purposes-ofthe Primavera Web !Services program, developers and end users who are not -already licensed for.Primavera P6'Enterprise Project :Portfdli . o Management and.whQ-n ee!06cess.to . ap , plications created using: P.6 Web Services ancVor..P6,Java.APIs., must -be licensed for the: Primavem Web Services program:. Licensfiva Rules for SietwlApplication a You -a I re resoonsiblelor ensuring compliance wfth t . he,application-lioensing prprequi I sites, as specifii6d'irt the'A irilickions- Licensing Table, which may ray be aocessed'6t ht;pj/6ra6le. For thwSiebel Branch TpllerServices program Siebel intemef-.BankingServ�toer�:progMm, Siebel Retail Finance -Foundation Services program iind',tha Siebel Financial transactions Wirkb. . enchpro I grarn,. you may use third -party tobis to,(ai) create materials or (b) modify the materials identified4s-Sample ,Scireen code:and,:P . rocess I Templates in the program documentation,, all ini,aqc6idance with thedocumentation, program 41*4,1196 - 1-.VcKiisick,�Raynelle,�Carfos.!Vlora I Issuedr:byOracleAmerica, Inc. 03-MAY-2012 , Page 29 of--30 and provided that such materials or modified materials shall be used solely with your, licensed. use of:such programs.• Ybu;shallnot limitin any way Oracle's right to.develop, use, license, create derivative works of, or otherwise freely -exploit the programs, ancillary programs program documentation; or any other materials provided by Oracle,'or to permit third parties to do'so. o The',Siebel Details Program includes'a license for 20 Concurrent Users .that authorizes you use .the, program;on;::only�one,Computer'for'a maximum of;20 Concurrent Users at any given time. • The Siebel Marketing Server program is licensed on a Computer basis together with the numBer of unique customer, Records that;you May. access using the program. • The ,Siebel Pharma Marketing Server is licensed on the basis of the number;of-unique.Customer, Records that youmay access using, the: program togetherwith:th,e number of Brands that you may manage using the program. • The -Siebel Pricing Claims Server -Up to 20 Application Users is licensed on a Computer basis with a liimitat'ion;on'Ahe number of -Application Users. • The .users,.or,processors of the Siebel Web Channel program may access a maximum of 15 Objects: An "Object" Js;defined as each. data entity wfttiin the 6usihess'Obiectlayer of the programs that is defined inft.Siebel Tools program: Licensing Rules for Programs Licensed per UPK Module Oracle rantsao you a' non=exclusive, nontransferable license for our UPK Develo r s , to' use those User. Productivi Kit' -UPK rams 9 Y Y Pe O C) tY (" ...I programs licensed as UPK modules. -(collectively referred toy as "UPK content") only, -as necessay to create, and, provide training,solely for UPKi.Employees, and/or UPKUsers to use the.underiying programs for.your.tienefit; .(il)'make.an. untimite'dnumber:of copies of the UPK content only,as necessary'to create and provide training ;solely to UPK Employees and/or UPK Users to use .the underlying programs for` your .benefit,. and. f(iii) develop modifications and customizations to the UPK content, if applicable; all subject: to the,terms"and:conditions-set forth In tbs:agreement ;provided all, copyright notices are: reproduced as provided on the original. You represent and warrant,that you have a valid; license'for.the underlying program(s).. You are prohibited from reseliing,or distributing the UPK content to any other parry or using the UPK content.other'than.as explicitly pemnitted.in this agreement. Oracle represents that the UPK content and any content created by you using the UPK, content contains valuable proprietary information. Oracle retains title to all portions of the UPK content and any copies thereof: You. shall use UPK content modifications created by you solely for your internal use in accordance with the. terms of this agreement. You may provide, access, lot and use of.the UPK content only to those third parties that are -licensed as. UPK. Users and that (a)provide services to you concerning your use:of.,the UPKcontent; (b)=have'a need.to.use. and access the UPK content; and (c) have agreed to substantially similar non- disclosure obligations imposed ,by, you as'those contained in -this agreement. Licensing Rudes.for MvSQL Programs The ,;MySQL programs may. contain third party technology. Oracle may provide certain notices to you, in; program; documentation, "readme" files or the installation detaiis in connection with such third party technology. Third party technology; Wiill, be licensed to you either; under,the terms, of. the agreement,. or if,spec ed,in,the program,documentation, "readme" files,. or the.installabon details; under eparate license terms ("separate';terms"} and not under the terms ofthe agreement ("separately licensed third party technology"). Yourrighis'to use such, separately. licensed third party technology under the separate terms are not restricted in any way by the agreement. The effective date of.this agreement shall be , 2012. City of Huntington Beach Oracle America -,Inc. Authorized Signature: _ Name: Title`. Signature Date: ' -> 1 a APPROVED AS TO FORM JENsNIFER hiaG ityAumw $y Deputy CityAhmay Authorized: Signature`. Name:.. Title: Signature Dates 4111 i 90 - 1. McKissick;. Raynelle - Carlos,Mora Issued by, Orade America; _Inc:,03>MAY-2012 •Page,30'of30. Your Name City of Huntington Beach Your Contact Your Location 2000 Main Street Phone Number HUNTINGTON BEACH, CA 92648 Email Address Oracle America, Inc. 500 Oracle Parkway Redwood Shores, CA 94065 Behzad Zamanian 714-960-8893 Bzamanian@surfcity-hb.org License;S'umma n� ,y .,. .. , %} ft Produet Desc�lption,/ License•T Pe;:_.'. - a€:.. .Rx,.w ... Quantity.. r: JD Edwards EnterpriseOne Advanced Pricing - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Advanced Stock Valuation - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Agreement Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Bulk Stock Inventory - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne CRM Foundation - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Capital Asset Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Case Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Confi urator - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Contract and Service Billing - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Core Tools and Infrastructure - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Customer Self Service - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Financials - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Human Resources - Enterprise Employee Perpetual 1600 JD Edwards EnterpriseOne Inventory Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Manufacturing Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Payroll - Enterprise Employee Perpetual 1600 JD Edwards EnterpriseOne Procurement and Subcontract Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Project Costing - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Quality Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Real Estate Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Requirements Planning - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Sales Order Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Self -Service Human Resources - Employee Perpetual 1600 JD Edwards EnterpriseOne Service Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Service Management Foundation - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Supplier Self Service - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne System Foundation - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Time and Labor - Enterprise Employee Perpetual 1600 JD Edwards EnterpriseOne Transportation Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards EnterpriseOne Warehouse Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Distribution Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Human Resources Management - Enterprise Employee Perpetual 1600 JD Edwards World Manufacturing Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Multi -Site Consolidations - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Payroll - Enterprise Employee Perpetual 1600 JD Edwards World Project Management - Enterprise $M in Operating Budget Perpetual 312 JD Edwards World Quality Management - Enterprise $M in Operating Budget Perpetual 312 Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - Application User Perpetual 1600 User Productivity Kit Standard - Application User Perpetual 10 User Productivity Kit Standard - UPK Developer Perpetual 1 RatioExisting Licerises�.(Tenn�nated) �t ;.�; -C$1. Quanti"RatioMi`[ated�Licehses New)r`=.,: JD Edwards EnterpriseOne Service Management 14488155 1 JD Edwards EnterpriseOne Service Management - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Accounts Payable Module 14488155 1 JD Edwards EnterpriseOne Financials - Enterprise $M in Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Accounts Receivable 14488155 1 JD Edwards EnterpriseOne Financials - Enterprise $M in Module Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Advanced Cost Accounting 14488155 1 JD Edwards EnterpriseOne Financials - Enterprise $M in Module Perpetual Operating Budget Perpetual 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 1 of 29 License Migration Ratio Existing Licenses (Terminated) CSI ; Quantity w Ratio Migtatddd Licenses JD Edwards EnterpriseOne Advanced Pricing Module 14488155 1 JD Edwards EnterpriseOne Advanced Pricing - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Advanced Stock Valuation 14488155 1 JD Edwards EnterpriseOne Advanced Stock Valuation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Agreement Management 14488155 1 JD Edwards EnterpriseOne Agreement Management - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Bulk Stock Inventory Module 14488155 1 JD Edwards EnterpriseOne Bulk Stock Inventory - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne CRM Foundation Module 14488155 1 JD Edwards EnterpriseOne CRM Foundation - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Capital Asset Management 14488155 1 * JD Edwards EnterpriseOne Capital Asset Management Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Case Management Module 14488155 1 JD Edwards EnterpriseOne Case Management - Perpetual Enterprise $M in Operating Budget Perpetual . JD Edwards EnterpriseOne Configurator Module 14488155 1 JD Edwards EnterpriseOne Configurator - Enterprise $M Perpetual in Operating Budget Perpetual JD Edwards EnterpriseOne Contract and Service Billing 14488155 1 JD Edwards EnterpriseOne Contract and Service Billing Module Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Customer Self -Service 14488155 1 JD Edwards EnterpriseOne Customer Self Service - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Employee Self -Service 14488155 1 JD Edwards EnterpriseOne Self -Service Human Module Perpetual Resources - Employee Perpetual JD Edwards EnterpriseOne Fixed Asset Accounting 14488155 1 JD Edwards EnterpriseOne Financials - Enterprise $M in Module Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Address Book 14488155 1 JD Edwards EnterpriseOne System Foundation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - EDI Foundation 14488155 1 JD Edwards EnterpriseOne System Foundation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Electronic Mail 14488155 1 JD Edwards EnterpriseOne System Foundation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Order 14488155 1 JD Edwards EnterpriseOne System Foundation - Processing Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Self Service 14488155 1 JD Edwards EnterpriseOne System Foundation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Self Service 14488155 1 JD Edwards EnterpriseOne System Foundation - Order processing Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - System 14488155 1 JD Edwards EnterpriseOne System Foundation - Foundation Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Technology 14488155 1 JD Edwards EnterpriseOne Core Tools and Foundation Module Perpetual. Infrastructure - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Foundation - Work Order 14488155 1 JD Edwards EnterpriseOne System Foundation - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne General Ledger Module 14488155 1 JD Edwards EnterpriseOne Financials - Enterprise $M in Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Human Resources 14488155 1 JD Edwards EnterpriseOne Human Resources - Management Module Perpetual Enterprise Employee Perpetual JD Edwards EnterpriseOne Inventory Management 14488155 1 JD Edwards EnterpriseOne Inventory Management - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Manager Self -Service 14488155 1 JD Edwards EnterpriseOne Self -Service Human Module Perpetual Resources - Employee Perpetual JD Edwards EnterpriseOne Manufacturing Management 14488155 1 JD Edwards EnterpriseOne Manufacturing Management Module Perpetual - Enterprise $M in OperatingBud et Perpetual JD Edwards EnterpriseOne Procurement and 14488155 1 JD Edwards EnterpriseOne Procurement and Subcontract Management Module Perpetual Subcontract Management - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Project Costing Module 14488155 1 JD Edwards EnterpriseOne Project Costing - Enterprise Perpetual $M in Operating Budget Perpetual JD Edwards EnterpriseOne Quality Management Module 14488155 1 JD Edwards EnterpriseOne Quality Management - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Real Estate Management 14488155 1 JD Edwards EnterpriseOne Real Estate Management - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Requirements Planning 14488155 1 JD Edwards EnterpriseOne Requirements Planning - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Sales Order Entry Module 14488155 1 JD Edwards EnterpriseOne Sales Order Management - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Sales Order Processing 14488155 1 JD Edwards EnterpriseOne Sales Order Management - Module Perpetual Enterprise $M in Operating Budget Perpetual 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 2 of 29 Q3;� +;. `.� �•"Wa � �- .�k�Yz'. -A6ti6`Ex1stin kLicenses Terminated `; . = CSI E z, 9 r ( ) Quantity RatioMi"grated Licenses'(New) __• JD Edwards EnterpriseOne Service Management 14488155 1 JD Edwards EnterpriseOne Service Management Foundation Module Perpetual Foundation - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Advanced Pricing - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Advanced Stock Valuation - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Agreement Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Bulk Stock Inventory - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne CRM Foundation - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Capital Asset Management USER Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Case Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Configurator - Enterprise $M USER Perpetual in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Contract and Service Billing USER Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Core Tools and USER Perpetual Infrastructure - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Customer Self Service - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Financials - Enterprise $M in USER Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards EnterpriseOne Human Resources - USER Perpetual Enterprise Employee Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Inventory Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Manufacturing Management USER Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards EnterpriseOne Payroll - Enterprise USER Perpetual Employee Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Procurement and USER Perpetual Subcontract Management - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Project Costing - Enterprise USER Perpetual $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Quality Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Real Estate Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Requirements Planning - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Sales Order Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards EnterpriseOne Self -Service Human USER Perpetual Resources - Employee Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Service Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Service Management USER Perpetual Foundation - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Supplier Self Service - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne System Foundation - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards EnterpriseOne Time and Labor - Enterprise USER Perpetual Employee Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Transportation Management USER Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards EnterpriseOne Warehouse Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Distribution Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Financial Management - Enterprise USER Perpetual $M in Operating Budget Perpetual 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 3 of 29 License Mi ration .. R atio Eidstin Licenses Terminated g ( ) CSI Quantity"Ratio Mi ratedNlLicenses (New}N„K JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Foundation - Enterprise $M in USER Perpetual Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards World Human Resources Management - USER Perpetual Enterprise Employee Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Manufacturing Management - USER Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Multi -Site Consolidations - Enterprise USER Perpetual $M in Operating Budget Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 800 JD Edwards World Payroll - Enterprise Employee USER Perpetual Perpetual JD Edwards EnterpriseOne Solution Concurrent Users 14488155 156 JD Edwards World Project Management - Enterprise $M USER Perpetual in Operating Budget Perpetual JD Edwards Enterprise0ne Solution Concurrent Users 14488155 156 JD Edwards World Quality Management - Enterprise $M USER Perpetual in Operating Budget Perpetual JD Edwards EnterpriseOne Supplier Self -Service 14488155 1 JD Edwards EnterpriseOne Supplier Self Service - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards EnterpriseOne Time and Labor Module 14488155 1 JD Edwards Enterprise0ne Time and Labor - Enterprise Perpetual Employee Perpetual JD Edwards EnterpriseOne Transportation Management 14488155 1 JD Edwards EnterpriseOne Transportation Management Module Perpetual - Enterprise $M in Operating Budget Perpetual JD Edwards Enterprise0ne Us Payroll Module Perpetual 14488155 1 JD Edwards EnterpriseOne Payroll - Enterprise Employee Perpetual JD Edwards EnterpriseOne Warehouse Management 14488155 1 JD Edwards EnterpriseOne Warehouse Management - Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards World Case Foundation Environment/Tool 14488155 1 JD Edwards World Foundation - Enterprise $M in Kit Module Perpetual Operating Budget Perpetual JD Edwards World Enterprise Facility Planning Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards World FASTR Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual JD Edwards World Financial Planning & Budgeting 14488155 1 JD Edwards World Financial Management - Enterprise Module Perpetual $M in Operating Budget Perpetual JD Edwards World Inventory / OP Base Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards World Multi -Site Consolidations Module 14488155 1 JD Edwards World Multi -Site Consolidations - Enterprise Perpetual $M in Operating Budget Perpetual JD Edwards World Plant And Equipment Maintenance 14488155 1 JD Edwards World Manufacturing Management - Management Module Perpetual Enterprise $M in Operating Budget Perpetual JD Edwards World U.S. Payroll Processing Module 14488155 1 JD Edwards World Payroll - Enterprise Employee Perpetual Perpetual Jd Edwards World Accounts Payable Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Accounts Receivable Module 14488155 1 JD Edwards World Financial Management - Enterprise Perpetual $M in Operating Budget Perpetual Jd Edwards World Address Book Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Advanced Accounts Receivable 14488155 1 JD Edwards World Financial Management - Enterprise Module Perpetual $M in Operating Budget Perpetual Jd Edwards World Advanced Forecasting Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Advanced Pricing Module Perpetual 14488155 1 JD Edwards World Distribution Management - Enter rise $M in Operating Budget Perpetual Jd Edwards World Advanced Stock Valuation Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Agreement Management Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Base Configurator Module Perpetual 14488155 1 JD Edwards World Manufacturing Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Bulk Stock Management Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Capacity Planning Module Perpetual 14488155 1 JD Edwards World Manufacturing Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Cash Basis Accounting Module 14488155 1 JD Edwards World Financial Management - Enterprise Perpetual $M in Operating Budget Perpetual Jd Edwards World Computer Assisted Design Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual Jd Edwards World Computer Operations Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual Jd Edwards World Contract Billing Module Perpetual 14488155 1 JD Edwards World Project Management - Enterprise $M in Operating Budget Perpetual 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 4 of 29 ,License Mi`ratiom'ZIf, • Ratio"Ezisting:Licenses (Terminated). CSI;- Quantity Ratio Mi rated Licenses (New) Jd Edwards World Conversion Programs Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual Jd Edwards World Documentation Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Dream Writer Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World EDI Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Electronic Burst & Bind Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual Jd Edwards World Electronic Mail Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Financial Reporting Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Fixed Assets Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World General Ledger Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Homebuilder Management Module 14488155 1 JD Edwards World Project Management - Enterprise $M Perpetual in Operating Budget Perpetual Jd Edwards World Human Resources Management 14488155 1 JD Edwards World Human Resources Management - Module Perpetual Enterprise Employee Perpetual Jd Edwards World Inventory Management Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual. Jd Edwards World Load and Delivery Management 14488155 1 JD Edwards World Distribution Management - Module Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Multi -Currency - Base Module 14488155 1 JD Edwards World Financial Management - Enterprise Perpetual $M in Operating Budget Perpetual Jd Edwards World Procurement Module Perpetual 14488155 1 JD Edwards World Distribution Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Product Data Management Module 14488155 1 JD Edwards World Manufacturing Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Project Change Management Module 14488155 1 JD Edwards World Project Management - Enterprise $M Perpetual in Operating Budget Perpetual Jd Edwards World Project Costing Module Perpetual 14488155 1 JD Edwards World Distribution Management - Enter rise $M in Operating Budget Perpetual Jd Edwards World Quality Management Module 14488155 1 JD Edwards World Quality Management - Enterprise $M Perpetual in Operating Budget Perpetual Jd Edwards World Real Estate Management Module 14488155 1 JD Edwards World Project Management - Enterprise $M Perpetual in Operating Budget Perpetual Jd Edwards World Requirements Planning Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Sales Order Management Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Security Officer Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Shop Floor Management Module 14488155 1 JD Edwards World Manufacturing Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Subcontract Management Module 14488155 1 JD Edwards World Project Management - Enterprise $M Perpetual in Operating Budget Perpetual Jd Edwards World Technical Aids Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Budget Perpetual Jd Edwards World Technical Foundation Module 14488155 1 JD Edwards World Foundation - Enterprise $M in Perpetual Operating Budget Perpetual Jd Edwards World Time Accounting Module Perpetual 14488155 1 JD Edwards World Financial Management - Enterprise $M in Operating Budget Perpetual Jd Edwards World Warehouse Management Module 14488155 1 JD Edwards World Distribution Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World Work Order Management Module 14488155 1 JD Edwards World Manufacturing Management - Perpetual Enterprise $M in Operating Budget Perpetual Jd Edwards World World Writer Module Perpetual 14488155 1 JD Edwards World Foundation - Enterprise $M in Operating Bud et Perpetual k; Ratio Migrated Licenses (New) _ =Quantity: Net Fee JD Edwards EnterpriseOne Core Tools and 312 0,00 Infrastructure - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 5 of 29 Ratio Mi` rated Licenses New Quantit r Net Fee' JD Edwards EnterpriseOne System Foundation - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Financials - Enterprise 312 0.00 $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Agreement Management 312 0.00 - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 " JD Edwards EnterpriseOne Capital Asset 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Requirements Planning - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Quality Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Advanced Stock 312 0.00 Valuation - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Inventory Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Bulk Stock Inventory - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Sales Order 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Procurement and 312 0.00 Subcontract Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Advanced Pricing - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Warehouse Management 312 0.00 - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Transportation 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Contract and Service 312 0.00 Billing - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Project Costing - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Service Management 312 0.00 Foundation - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Manufacturing 312 0.00 Management - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Configurator - Enterprise 312 0.00 $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Human Resources - 1600 0.00 Enterprise Employee Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Self -Service Human 1600 0.00 Resources - Employee Perpetual Software Update License & Support 0.00 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 6 of 29 JD Edwards EnterpriseOne Customer Self Service - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Supplier Self Service - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Time and Labor - 1600 0.00 Enterprise Employee Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Payroll - Enterprise 1600 0.00 Employee Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Service Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Case Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne CRM Foundation - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards EnterpriseOne Real Estate Management 312 0.00 - Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Foundation - Enterprise $M in 312 0.00 Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Financial Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Multi -Site Consolidations - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Distribution Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Manufacturing Management - 312 0.00 Enterprise $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Quality Management - Enterprise 312 0.00 $M in Operating Budget Perpetual Software Update License & Support 0.00 JD Edwards World Human Resources Management - 1600 0.00 Enterprise Employee Perpetual Software Update License & Support 0.00 JD Edwards World Payroll - Enterprise Employee 1600 0.00 Perpetual Software Update License & Support 0.00 JD Edwards World Project Management - Enterprise 312 0.00 $M in Operating Budget Perpetual Software Update License & Support 0.00 U, A '146 qantity, User Productivity Kit Standard - UPK Developer Perpetual 1 9,975.00 Software Update License & Support 1,016.08 User Productivity Kit Standard - Application User Perpetual 10 513.00 Software Update License & Support 52.27 Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - 1450 36,000.17 Application User Perpetual Software Update License & Support 3,667.22 Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - 150 7,200.00 Application User Perpetual Software Update License & Support 733.44 Program and Program Support Fees 59,157.18 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 7 of 29 Fee DeSc�iptiori; r 0 w ;. ;•Net Fee`,;; Oracle Programs License Fees 53,688.17 Oracle Programs Support Fees 5,469.01 Ratio Migrated Licenses (New) License Fees 0.00 Ratio Migrated Licenses (New) Support Fees 0.00 Total Fees 59,157.18 A. Agreement and Modifications to the Agreement 1. Agreement This order incorporates by reference the terms of the Oracle License and Services Agreement V063011 and all amendments and addenda thereto (the "agreement"). The defined terms in the agreement shall have the same meaning in this order unless otherwise specified herein. 2. Modifications to the Agreement The following new paragraph shall be added following the first paragraph of Section I (End of Agreement): "TERMINATION FOR CONVENIENCE. You may terminate this agreement at any time by providing Oracle with ninety (90) days prior written notice; however, termination shall not relieve you of your obligations as set forth in this agreement. Any ordering document outstanding at the time of termination of this agreement shall continue to be governed by this agreement as if it had not been terminated." B. Terms Specific to Program(s) 1. Delivery and Installation a. You are responsible for installation of the programs unless the programs have been pre -installed by Oracle on the hardware you are purchasing under the order or you purchase installation services from Oracle with respect to such programs. b. Oracle has made available to you for electronic download at the electronic delivery web site located at the following Internet URL: http://edelivery,oracle.com/exempt the programs listed above. Through the Internet URL, you can access and electronically download to your California location the current production release as of the effective date below of the software and related program documentation for each program listed above. You shall have 60 days from the effective date of this ordering document to complete the download of the software and program documentation. Please be advised that not all programs are available on all hardware/operating system combinations. For current program availability please check the electronic delivery website. Oracle is under no further delivery obligation under this ordering document, electronic or otherwise. You agree to execute and return the attached Certificate of Electronic Delivery simultaneously with the execution and return of this ordering document. Should you require a replacement copy of the software or program documentation, such replacement copy shall also be delivered electronically. You shall not be entitled to any replacement copy in the form of tangible media for the software or the program documentation, other than updates provided by Oracle under technical support service if ordered. You acknowledge and agree that (a) you have not received any tangible media for the programs listed above as of the effective date and (b) any rights to receive media granted under the agreement shall not be applicable to or provided for the programs listed above. Further, you acknowledge that the electronic download delivery method shall be applicable to Oracle's delivery obligations for the initial copy of the programs listed above and shall not be applicable to any delivery of updates and/or technical support services ordered under this ordering document. C. General Terms 1. Commencement Date For all program licenses, the commencement date is the date of shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. The period of performance for all services for the programs is effective upon shipment of tangible media or upon the effective date of this order if shipment of tangible media is not required. 2. Territory The program licenses included on this order are for use in the U.S. 3. Summary of Fees You have ordered programs and technical support services as described in section B. 9 below. Listed above is a summary of net fees due under this order. These fees are in US Dollars and are exclusive of any applicable shipping charges or applicable taxes. 4. Pricing Invoicing and Payment Obligation a. In entering into payment obligations under this order, you agree and acknowledge that you have not relied on the future availability of any hardware, program or updates. However, (a) if you order technical support, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under the agreement, if and when available, in accordance with Oracle's then current technical support policies, and (b) the preceding sentence does not change the rights granted to you under this order and the agreement. b. Service fees are invoiced after the performance of the service; specifically, technical support fees are invoiced quarterly in arrears, except for back support fees which are invoiced as of the effective date. c. Provided that you comply with the delivery terms in the Delivery and Installation section, Oracle shall not invoice you for sales tax pursuant to California 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 8 of 29 law based on the net license fees above for the programs delivered by electronic download; however, you agree to indemnify and hold Oracle harmless from and against any claims, losses, damages, costs, and expenses arising from imposition of sales tax based on the net license fees for the program licenses listed above. Oracle shall invoice you and you are required to pay any applicable taxes related to the net support fees (specifically Software Update License & Support fees) for the ordered technical support services listed above. d. Once placed, your order shall be non -cancelable and the sums paid nonrefundable, except as provided in the agreement. e. Program fees are invoiced as of the commencement date for the programs_ f. You understand that you may receive multiple invoices from us for the products and/or services you ordered. 5. Segmentation The purchase of (a) hardware and/or related hardware support, (b) programs and/or related technical support, or (c) other services are all separate offers and separate from any other order for (i) hardware and/or related hardware support, (ii) programs and/or related technical support, or (iii) other services you may receive or have received from Oracle. You understand that you may purchase (x) hardware and/or related hardware support, (y) programs and/or related technical support, or (z) other services independently of any other product or service. Your obligation to pay for (i) hardware and/or related hardware support is not contingent on performance of any other service or delivery of programs, (ii) programs and/or related technical support is not contingent on delivery of hardware or performance of any other service, or (iii) other services is not contingent on -delivery of hardware, delivery of programs or performance of any additional/other service. 6. Source Code Oracle may deliver source code as part of its standard delivery for particular programs, operating system or integrated software, all source code delivered by Oracle is subject to the terms of the agreement, the applicable order and the applicable program documentation. 7. Order of Precedence In the event of inconsistencies between the terms contained in an order and the agreement, the order shall take precedence. The order will control over the terms contained in any purchase order. 8. Customer Reference In consideration of the discounts granted to you under this order, Oracle may refer to you as a customer in sales presentations, marketing vehicles and activities. In addition you agree to become part of Oracle's reference program by working with a representative from Oracle Marketing to develop a customer profile for use on Oracle.com and for other promotional activities at Oracle's discretion. The profile will include a quote from an executive of your company and your company's logo. 9. Technical Support a. The total technical support fees due under this ordering document include the net technical support fees for the new licenses for the support period that commences on May 31. 2012 through November 15, 2012 ($5.469.01). b. You agree and acknowledge that the technical support fees for the. Migrated Licenses listed in the invoices below. are due and remain due in accordance with the terms of the agreement under which the technical support was ordered; and the execution of this ordering document does not relieve you of the obligation to pay such technical support fees: Support Renewal ContractNumber Outstanding Invoice # i Invoice Term Start Invoid-61ecri Erid Invoice Amount P-JD-MO0816-000--85 41597145 16-Ma -12 15-Au -12 $33,457,37 P-JD-M00816-000--85 41597147 16-Feb-12 15-Ma -12 S33.457.37 P-JD-M00816-000-85 41597148 16-Au -12 15-Nov-12 $33,457.77 c. For the purposes of the first renewal year, the amount of the prior year's fees is. based on 12 months of technical support and is equal to S147,785.41. D. Future Purchases 1. Expansion a. If you exceed your licensed quantity you must order the programs (and first year Software Update License & Support for the programs) at the appropriate license and support fees specified on the attached Expansion Exhibit A. The number of additional program 'licenses to be ordered shall be equal to the actual number of Enterprise Employee or the actual amount of Enterprise $M in Operating Budget of the order date less the total number of licensed quantity (under this ordering document or other ordering documents) rounded up to the next increment on the attached Expansion Exhibit A, b. The license definitions and program specific terms contained in the Order Specific License Definitions and Rules section within the License Definitions and Rules (Section Q) of agreement will apply to program licenses ordered pursuant to this section. c. Oracle has no delivery obligation for program licenses ordered pursuant to this section. 1. License Summary 4111190 - 2. McKissick. Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 9 of 29 The license summary section above provides a comprehensive list of the program licenses that you have ordered pursuant to this ordering document. The License Migration tables describe in further detail the program licenses and associated fees. 2. License Migration You agree to migrate licenses previously acquired to new license types and/or program names. The existing licenses to be migrated.are specified in the Ratio Existing Licenses (Terminated) column(s) above. These licenses are migrated to the number of licenses and license types specified in the Migrated Licenses (New) column(s) above. All existing licenses that are being migrated will be deemed terminated upon execution of this ordering document. Notwithstanding the preceding and provided that you maintain technical support for all of the licenses specified in the table(s) located above, you may use both the Existing Licenses (Terminated) and the Migrated Licenses (New) provided your usage does not exceed the amount for which you (i) are licensed (with respect to the Migrated Licenses (New)) and (ii) were licensed (with respect to the Existing Licenses (Terminated)). At the end of the transition period, you will no longer have any right to use the terminated licenses. If your licensing needs increase in the future, you must purchase any necessary licenses to meet your increased needs. You will not be permitted to reinstate the terminated licenses. During the transition period Oracle will continue to provide technical support, if ordered, for both the Existing licenses (Terminated) and the Migrated Licenses (New). 3, Limited Use Programs a. The JD Edwards EnterpriseOne Capital Asset Management - Enterprise 5M in Operating Budget Perpetual program ma*ed with an asterisk ('j in the tables above section A is a limited -use program. This program may only be used for Basic Equipment Management functionality. b. The Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - Application User Perpetual program marked with two asterisks ("} in the tables above section A is a limited use program. This program may only be used with your JD Edwards Self -Service applications. 4. Offer Validity By signing below, the parties agree that the agreement and this order constitute the entire agreement between the parties with regard to the subject matter herein and as such, no other preprinted, non -negotiated or other terms and conditions, on the customer's purchase order or elsewhere, shall apply. The offer is valid through 31-MAY-2012 and shall become binding upon execution by you and acceptance by Oracle, City of Huntington Beach Oracle America, Inc. Signature Signature Dame r Name Title �,r yT�[:� �S 1r(S _ u i(-,t,Titie Signature Date Signature Date Effective Date APPROVED AS TO FORM JENNIFER MaGRM City Attorney By May 31. 2012 4111190 - 2. McKissick, Raynelle - Carios.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 10 of 29 The license summary section above provides a comprehensive list of the program licenses that you have ordered pursuant to this ordering document. The License Migration tables describe in further detail the program licenses and associated fees. 2. License Migration You agree to migrate licenses previously acquired to new license types and/or program names. The existing licenses to be migrated are specified in the Ratio Existing Licenses (Terminated) column(s) above. These licenses are migrated to the number of licenses and license types specified in the Migrated Licenses (New) column(s) above. All existing licenses that are being migrated will be deemed terminated upon execution of this ordering document. Notwithstanding the preceding and provided that you maintain technical support for all of the licenses specified in the table(s) located above, you may use both the Existing Licenses (Terminated) and the Migrated Licenses (New) provided your usage does not exceed the amount for which you (i) are licensed (with respect to the Migrated Licenses (New)) and (ii) were licensed (with respect to the Existing Licenses (Terminated)). At the end of the transition period, you will no longer have any right to use the terminated licenses. If your licensing needs increase in the future, you must purchase any necessary licenses to meet your increased needs. You will not be permitted to reinstate the terminated licenses. During the transition period Oracle will continue to provide technical support, if ordered, for both the Existing Licenses (Terminated) and the Migrated Licenses (New). 3. Limited Use Programs a. The JD Edwards EnterpriseOne Capital Asset Management - Enterprise $M in Operating Budget Perpetual program marked with an asterisk (*) in the tables above section A is a limited -use Droaram. This Droaram may only be used for Basic Eauinment Manaaement fi,nrtionality_ b. The Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade - Application User Perpetual program marked with two asterisks (**) in the tables above section A is a limited use program. This program may only be used with your JD Edwards Self -Service applications. 4. Offer Validity By signing below, the parties agree that the agreement and this order constitute the entire agreement between the parties with regard to the subject matter herein and as such, no other preprinted, non -negotiated or other terms and conditions, on the customer's purchase order or elsewhere, shall apply. The offer is valid through 31-MAY-2012 and shall become binding upon execution by you and acceptance by Oracle. City of Huntington Beach Signature Name Title Signature Date Effective Date Oracle America, Inc. Signature Name Title Signature Date Mav 31. 2012 4111190 - 2. McKissick, Raynelle -Carlos. Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 10 of 29 EXPANSION TABLE EXHIBIT A Listed below is the license fee and first -year Software Update License & Support fee for additional program licenses for the Oracle programs listed under this ordering document with the license type 'Enterprise $M in Operating Budget' and 'Enterprise Employee' that may be purchased pursuant to section DA. Product Description License Type- LitcenswiFee I Increment -Mrst Year Software OpdaW Ucense'& Support 11' ncrement Increment - JD Edwards Enterprise0ne Core Tools and Infrastructure JD Edwards Enterprise0ne System Foundation JD Edwards Enterprise0ne Financials JD Edwards Enterprise0ne Agreement Management * JD Edwards Enterprise0ne Capital Asset Management JD Edwards Enterprise0ne Requirements Planning JD Edwards Enterprise0ne Quality Management JD Edwards EnterpnseOne Advanced Stock Valuation JD Edwards Enterprise0ne Inventory Management JD Edwards Enterprise0ne Bulk Stock inventory JD Edwards Enterphse0ne Sales Order Management JD Edwards Enterprise0ne Procurement and Subcontract Management JD Edwards Enterprise0ne Advanced Pricing JD Edwards Enterprise0ne Warehouse Management JD Edwards Enterprise0ne Transportation Management JD Edwards Enterprise0ne Contract and Service Billing JD Edwards Enterprise0ne Project Costing JD Edwards Enterprise0ne Service Management Foundation Enterprise SM Operating $449,514,00 $98,893.38 31.20 JD Edwards Enterprise0ne Manufacturing Management Budget JD Edwards Enterprise0ne Configurator JD Edwards Enterprise0ne Human Resources JD Edwards Enterprise0ne Customer Self Service JO Edwards EnterpnseOne Supplier Self Service JD Edwards EnterpriseOne Time and Labor JD Edwards Enterprise0ne Payroll JD Edwards Enterprise0ne Service Management JD Edwards Enterprise0ne Case Management JD Edwards Enterprise0ne CRM Foundation JD Edwards Enterprise0ne Real Estate Management JD Edwards World Foundation JD Edwards World Financial Management JD Edwards World Multi -Site Consolidations JD Edwards World Distribution Management JD Edwards World Manufacturing Management JD Edwards World Quality Management JD Edwards World Project Management JD Edwards World Human Resources Management Enterprise $118,320.00 I S26,03040 160 Employee JD Edwards World Payroll 4111190 - 2. McKissick, Raynelle - Carlos. Mora Issued by Oracle America, Inc, 03-MAY-2012 Pagel 1 of 29 Certificate of Electronic Delivery This Certificate of Electronic Delivery is executed as of the effective date set forth below City of Huntington Beach. (`you") and relates to the electronic delivery of certain software programs provided by Oracle America. Inc. ("Oracle's. This Certificate of Electronic Delivery shall be governed by the terms of the Oracle License and Services Agreement V063011 between you and Oracle dated May 31, 2012 (the "agreement"). As of the date of this Certificate of Electronic Delivery, you agree that Oracle has provided you with an Internet URL through which you can download all the programs provided in the ordering document between Oracle and you dated May 31, 2012, (the "ordering document"). You will have 60 days from the effective date of the ordering document to complete your download of the programs provided. You agree that Oracle has completed all of the delivery responsibilities required by the ordering document and the agreement and no additional shipment o' the programs on tangible media (CD's. Disks, Tapes, etc.) shall be provided or is required. The Effective Date of this Certificate of Electronic Delivery is May 31, 2012, City of Huntington Beach Signature I AJZAI Name �ta�%4 tsn% crI �n'L. Title ,r.� O ir .� APPROVED AS TO FORM jiNIF,ER Mo City By °\ Deputy City jllt�i L- 4111190 - 2. McKissick, Raynelle - Carlos Mora Issued by Oracle America, Inc. 03-MAY.2012 Page 12 of 29 ORACLE LICENSE AND SERVICES AGREEMENT (OLSA_V063011_US) A. Agreement Definitions "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. B. Applicability of Agreement This agreement is valid for the order which this agreement accompanies. C. Rights Granted Upon Oracle's acceptance of your order, you have the non-exclusive, non -assignable, royalty free, perpetual (unless otherwise specified in the ordering document), limited right to use the programs and receive any services you ordered solely for your internal business operations and subject to the terms of this agreement, including the definitions and rules set forth in the order and the program documentation. You may allow your agents and contractors (including, without limitation, outsourcers) to use the programs for this purpose and you are responsible for their compliance with this agreement in such use. For programs that are specifically designed to allow your customers and suppliers to interact with you in the furtherance of your internal business operations, such use is allowed under this agreement. If accepted, Oracle will notify you and this notice will include a copy of your agreement. Program documentation is delivered with the programs, or you may access the documentation online at - http://oracle.com/contracts. Services are provided based on Oracle's policies for the applicable services ordered, which are subject to change, and the specific policies applicable to you, and how to access them, will be specified on your order (except technical support services, which are as specified in section H of this agreement). Upon payment for services, you have the non-exclusive, non -assignable, royalty free, perpetual, limited right to use for your internal business operations anything developed by Oracle and delivered to you under this agreement; however, certain deliverables may be subject to additional license terms provided in the ordering document. The services provided under this agreement may be related to your license to use programs which you acquire under a separate order. The agreement referenced in that order shall govern your use of such programs. Any services acquired from Oracle are bid separately from such program licenses, and you may acquire either services or such program licenses without acquiring the other. D. Ownership and Restrictions Oracle or its licensors retain all ownership and intellectual property rights to the programs. Oracle retains all ownership and intellectual property rights to anything developed and delivered under this agreement resulting from services. You may make a sufficient number of copies of each program for your licensed use and one copy of each program media. Third party technology that may be appropriate or necessary for use with some Oracle programs is specified in the program documentation. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of this agreement. You may not: • remove or modify any program markings or any notice of Oracle's or its licensors' proprietary rights; • make the programs or materials resulting from the services available in any manner to any third party for use in the third party's business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired); • cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the programs (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs); • disclose results of any program benchmark tests without Oracle's prior written consent. E. Warranties, Disclaimers and Exclusive Remedies Oracle warrants that a program licensed to you will operate in all material respects as described in the applicable program documentation for one year after delivery (i.e., via physical shipment or electronic download). You must notify Oracle of any program warranty deficiency within one year after delivery. Oracle also warrants that services will be provided in a professional manner consistent with industry standards. You must notify Oracle of any services warranty deficiencies within 90 days from performance of the deficient services. ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR -FREE OR UNINTERRUPTED OR THAT ORACLE WILL CORRECT ALL PROGRAM ERRORS. FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF THE WARRANTY; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF THE DEFICIENT SERVICES; OR, IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES YOU PAID TO ORACLE FOR THE DEFICIENT SERVICES. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. F. Trial Programs 4111190 - 2. McKissick, Raynelle -Carlos. Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 13 of 29 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. G. Indemnification If a third party makes a claim against either you or Oracle ("Recipient" which may refer to you or Oracle depending upon which party received the Material), that any information, design, specification, instruction, software, data, or material ("Material") furnished by either you or Oracle ("Provider' which may refer to you or Oracle depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following: • notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); • gives the Provider sole control of the defense and any settlement negotiations; and • gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated a third party's intellectual property rights, the Provider may choose to either modify the Material to be non -infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other party for it and any unused, prepaid technical support fees you have paid to Oracle for the license. If you are the Provider and such return materially affects Oracle's ability to meet its obligations under the relevant order, then Oracle may, at its option and upon 30 days prior written notice, terminate the order. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Oracle will not indemnify you to the extent that an. infringement claim is based upon the combination of any Material with any products or services not provided by Oracle. Oracle will not indemnify you for infringement caused by your actions against any third party if the Oracle program(s) as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third party intellectual property rights. Oracle will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of this agreement (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of this agreement. This section provides the parties' exclusive remedy for any infringement claims or damages. H. Technical Support 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 Uhttp://oracle.com/contractsUH. 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. I. End of Agreement 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. 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 14 of 29 J. Fees and Taxes 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. K. Nondisclosure By virtue of this agreement, the parties may have access to information that is confidential to one another ("confidential information"). We each agree to disclose only information that is required for the performance of obligations under this agreement. Confidential information shall be limited to the terms and pricing under this agreement and all information clearly identified as confidential at the time of disclosure. 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 the disclosure; or (d) is independently developed by the other party. We each agree to hold each other's confidential information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or pricing under this agreement or orders submitted under this agreement in any legal proceeding arising from or in connection with this agreement or disclosing the confidential information to a federal or state governmental entity as required by law. L. Entire Agreement 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. M. Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLE'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES GIVING RISE TO THE LIABILITY. N. Export Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export control laws govern your use of the programs (including technical data) 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 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. 0. Other 1. This agreement is governed by the substantive and procedural laws of California and you and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco, San Mateo, 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 the Indemnification section 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, United States, 94065, Attention: General Counsel, Legal Department. 3. You may not assign this agreement or give or transfer the programs and/or any services or an interest in them to another individual or entity. If you grant a security interest in the programs and/or any services deliverables, the secured party has no right to use or transfer the programs and/or any services deliverables, and if you decide to finance your acquisition of the programs and/or any services, you will follow Oracle's policies regarding financing which are at http://oracle.com/contracts. 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. 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 15 of 29 5. Upon 45 days written notice, Oracle may audit your use of the programs. You agree to cooperate with Oracle's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 30 days of written notification any fees applicable to your use of the programs in excess of your license rights. If you do not pay, Oracle can end your technical support, licenses and/or this agreement. You agree that Oracle shall not be responsible for any of your costs incurred in cooperating with the audit. 6. The Uniform Computer Information Transactions Act does not apply to this agreement or orders placed under it. You understand that Oracle's business partners, including any third party firms retained by you to provide computer consulting services, are independent of Oracle and are not Oracle's agents. Oracle is not liable for nor bound by any acts of any such business partner, unless the business partner is providing services as an Oracle subcontractor on an engagement ordered under this agreement. P. Force Majeure 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. Q. License Definitions and Rules 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. License Definitions and Rules Definitions and License Metrics 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 ($1,000,000) 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 ($1,000,000) 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. 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 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 16 of 29 specified computer. For the purposes of Computer licenses for the Oracle Health Science Integration Engine program, a communication point is an interface to an input system (e.g., a clinical laboratory system in a hospital or healthcare setting) or to an output system (e.g., a healthcare data repository). Concurrent User: is defined as each individual that may concurrently use or access the programs. Concurrent Users shall be only customers or prospective customers of yours, and shall not be business partners, or employees of yours. 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 ($1,000,000) 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 number of order lines during any 12 month period. Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Employees and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Employees: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. Employee for HCM: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Employees for HCM and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Employees for HCM: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. Employees for HCM may only use the licensed programs with Oracle application programs that contain "Oracle Fusion Human Capital Management" as a prefix in the program name. Employee User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether or not the individual is actively using the programs at any given time. Enterprise Employee: is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents, contractors and consultants who have access to, use, or are tracked by the programs. The quantity of the licenses required is determined by the number of Enterprise Employees and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of Enterprise Employees: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs. The value of these program licenses is determined by the number of Enterprise Employees. For these program licenses, the licensed quantity purchased must, at a minimum be equal to the number of Enterprise Employees as of the effective date of your order. If at any time the number of Enterprise Employees exceeds the licensed quantity, you are required to order additional licenses (and technical support for such additional licenses) such that the number of Enterprise Employees is equal to or less than the number of licensed quantity. You are not entitled to any refund, credit or other consideration of any kind if there is a reduction in the number of Enterprise Employees. In addition, each year 90 days before the anniversary date of your order, you are required to report to Oracle the number of Enterprise Employees as of such date. Enterprise Full Time Equivalent (FTE) Student: is defined as any full-time student enrolled in your institution and any part-time student enrolled in your institution counts as 25% of an FTE Student. The definition of "full-time" and "part-time" is based on your policies for student classification. If 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 17 of 29 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 ($1,000,000) 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 ($1,000,000) 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). 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 ($1,000,000) 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 ($1,000,000) 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 ($1,000,000) 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 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 18 of 29 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. 11K 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. 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 ($1,000,000) 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) and for MySQL Community Edition for the term specified on the order. MySQL Community Edition refers to MySQL that is licensed under the GPL license. Software Update License & Support for MySQL Community Edition does not include updates of any kind. The subscription term is effective upon the effective date of the subscription ordering document, unless otherwise stated in your ordering document. If your order was placed through the Oracle Store, then the effective date is the date your order was accepted by Oracle. Oracle Software Update License & Support services are provided under the applicable technical support policies in effect at the time the services are provided. You must obtain a subscription license for all servers where MySQL Cluster Carrier Grade Edition, MySQL Enterprise Edition and/or MySQL Standard Edition are deployed and for all servers where MySQL Community Edition is deployed; for servers where only MySQL Community Edition is deployed, you may obtain the subscription license at any level (e.g., at the MySQL Cluster Carrier Grade Edition level, at the MySQL Enterprise Edition level and/or at the MySQL Standard Edition level). At the end of the specified term, you may renew your subscription, if available, at the then current fees for the applicable subscription. Named User Plus / Named User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. All of the remaining provisions of this definition apply only with respect to Named User Plus licenses, and not to Named User licenses. A non human operated device will be counted as a named user plus in addition to all individuals authorized to use the programs, if such devices can access the programs. If multiplexing hardware or software (e.g., a TP monitor or a web server product) is used, this number must be measured at the multiplexing front end. Automated batching of 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 19 of 29 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 overtime 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 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 (with the exception of Java SE Support, Java SE Advanced, and Java SE Suite), a processor is counted equivalent to an occupied socket; however, in the case of multi -chip modules, each chip in the multi -chip module is counted as one occupied socket. 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 20 of 29 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 JD Edwards 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 Enterprise Edition for Oracle Applications, 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 .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. For the purposes of the following program: Oracle ATG Web Commerce Search, only the processors on which queries are processed must be counted. You do not need to count processors on which the program is running for indexing content in configured content sources as long as the foregoing is the only use of the program on all the processors installed in a given server. $M in Revenue: is defined as one million U.S. dollars ($1,000,000) 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 ($1,000,000) 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 B213 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 13213 application (i.e., stored in a component of Customer Hub B213). A customer database record is a unique business entity or company record, which is stored as an account for the Siebel Universal Customer Master 13213 product or as an organization for the Oracle Customer Data Hub product. The Customer Hub 132C is a bundle that includes two components, Siebel Universal Customer Master 132C and Oracle Customer Data Hub. For the purposes of the Customer Hub 62C application, record is defined as the total number of unique customer database records stored in the Customer Hub 132C application (i.e., stored in a component of Customer Hub 132C). 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 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 21 of 29 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 hftp://oracle.com/contracts for the grant and restrictions of the underlying Oracle technology. For the purposes of the Hyperion Data Relationship Management program, a record is defined as the unique occurrence of any business object or master data construct that you choose to manage within the program. Records may describe any number of enterprise information assets, commonly referred to as base members, including but not limited to cost centers, ledger accounts, legal entities, organizations, products, vendors, assets, locations, regions or employees. Additionally, a record may also be a summary object, commonly referred to as a rollup member, that either summarizes base members or describes hierarchical information associated with underlying base members. Records represent unique occurrences and they do not include any duplicates or shared references that may be essential for master data management purposes. For the purposes of the Supplier Lifecycle Management and Supplier Hub programs, a record is defined as a unique business entity or company record stored as Supplier in the AP —SUPPLIERS table of the Supplier Lifecycle Management and Supplier Hub programs. For the purposes of the Life Sciences Customer Hub program, a record is defined as the number of unique customer database records stored in such program. A customer database record is a unique physician (i.e., physical person) record which is stored as a contact for the Oracle Life Sciences Customer Hub program. 1000 Records: is defined as 1000 cleansed records (i.e., rows) that are output from a production data flow of the Data Quality for Data Integrator program. Registered User: is defined as an individual authorized by you to use the programs which are installed on a single server or multiple servers, regardless of whether the individual is actively using the programs at any given time. Registered Users shall be business partners and/or customers and shall not be your employees. 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 increment of your gross annual revenue as reported to the SEC in your 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 22 of 29 annual report or the equivalent accounting or reporting document. Suite: is defined as all the functional software components described in the product documentation. Sun Ray Device: is defined as the Sun Ray computer on which the program is running. Tape Drive: is defined as mechanical devices used to sequentially write, read and restore data from magnetic tape media. Typically used, but not limited to, data protection and archival purposes, tape drives are deployed either as a standalone unit(s) or housed within a robotic tape library. Examples of tape drive include but are not limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced Intelligent Type (AIT), Quarter - Inch Cartridge (QIC), Digital Audio Tape (DAT), and 8mm Helical Scan. For cloud based backups, Oracle counts each parallel stream or Recovery Manager (RMAN) channel as equivalent to a tape drive. Technical Reference Manuals Technical Reference Manuals ("TRMs") are Oracle's confidential information. You shall use the TRMs solely for your internal data processing operations for purposes of: (a) implementing applications programs, (b) interfacing other software and hardware systems to the applications programs and (c) building extensions to applications programs. 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 ($1,000,000,000) 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. 1 K 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 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. Term Designation If your program license does not specify a term, the program license is perpetual and shall continue unless terminated as otherwise provided in the agreement. 1, 2, 3, 4, 5 Year Terms: A program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the effective date of the order and shall continue for the specified period. At the end of the specified period the program license shall terminate. 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 23 of 29 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. Licensing Rules for Oracle Technology Programs and Oracle Business Intelligence Applications Failover: Subject to the conditions that follow below, your license for the programs listed on the US Oracle Technology Price List, which may be accessed at htti)://www.oracle.com/corporate/pricing/pricelists.html includes the right to run the licensed program(s) on an unlicensed spare computer in a failover environment for up to a total of ten separate days in any given calendar year (for example, if a failover node is down for two hours on Tuesday and three hours on Friday, it counts as two days). The above right only applies when a number of machines are arranged in a cluster and share one disk array. When the primary node fails, the failover node acts as the primary node. Once the primary node is repaired, you must switch back to the primary node. Once the failover period has exceeded ten days, the failover node must be licensed. In addition, only one failover node per clustered environment is at no charge for up to ten separate days even if multiple nodes are configured as failover. Downtime for maintenance purposes counts towards the ten separate days limitation. When licensing options on a failover environment, the options must match the number of licenses of the associated database. Additionally, when licensing by Named User Plus, the user minimums are waived on one failover node only. Any use beyond the right granted in this section must be licensed separately. In a failover environment, the same license metric must be used for the production and failover nodes when licensing a given clustered configuration. Testing: For the purpose of testing physical copies of backups, your license for the Oracle Database (Enterprise Edition, Standard Edition or Standard Edition One) includes the right to run the database on an unlicensed computer for up to four times, not exceeding 2 days per testing, in any given calendar year. You are responsible for ensuring that the following restrictions are not violated: • Oracle Database Standard Edition can only be licensed on servers that have a maximum capacity of 4 sockets. Oracle Database Standard Edition, when used with Oracle Real Application Clusters, may only be licensed on a single cluster of servers supporting up to a maximum capacity of 4 sockets. • Oracle Standard Edition One, Internet Application Server Standard Edition One and Portal Standard Edition One can only be licensed on servers that have a maximum capacity of 2 sockets. • WebLogic Server Standard Edition does not include WebLogic Server Clustering. • Business Intelligence Standard Edition One can only be licensed on servers that have the ability to run a maximum of 2 sockets. The data sources for BI Server and BI Publisher are limited to the included Oracle Standard Edition One, one other database, and any number of flat file sources such as CSV, and XLS. You may use Oracle Warehouse Builder Core ETL to pull data from any number of data sources but you must use only the included Oracle Standard Edition One as the target database. • Informatica PowerCenter and PowerConnect Adapters may not be used on a standalone basis or as a standalone ETL tool. The Informatica PowerCenter and PowerConnect Adapters may be used with any data source provided the target(s) are: (i) the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise Performance Management Applications), (ii) the underlying platforms on which the Oracle Business Intelligence Suite Enterprise Edition Plus program, Oracle Business Intelligence Standard Edition One or associated components of those Business Intelligence applications programs run, or (iii) a staging database for any of the foregoing. Informatica PowerCenter and PowerConnect Adapters may also be used where the Oracle Business Intelligence applications programs (excluding Hyperion Enterprise Performance Management Applications) are the source and non -Oracle Business Intelligence application programs are the target, provided, that users do not use Informatica PowerCenter and PowerConnect Adapters to transform the data. • With respect to the Java SE Advanced and Java SE Suite programs, you may not create, modify, or change the behavior of, or authorize your users to create, modify, or change the behavior of, classes, interfaces, or subpackages that are in any way identified as "Java", "javax" "sun" or "oracle" or any variation of the aforementioned naming conventions. The installation and auto -update processes for these programs transmit a limited amount of data to Oracle (or its service provider) about those specific processes to help Oracle understand and optimize them. Oracle does not associate the data with personally identifiable information. You can find more information about the data Oracle collects at http://oracle.com/contracts. Additional copyright notices and license terms applicable to portions of the programs are set forth at http://oracle.com/contracts. • Programs that contain "for Oracle Applications" in the program name are limited use programs. These limited use programs may only be used with "eligible" Oracle application programs that contain the following prefixes in the program name: Oracle Fusion, Oracle Communications', Oracle Media, Oracle Retail', Oracle Enterprise Taxation', Oracle Utilities', Oracle Financial Services', Oracle FLEXCUBE, Oracle Reveleus, Oracle Mantas, Oracle Healthcare', Oracle Health Sciences, Oracle Argus, Oracle Legal, Oracle Insurance and Oracle Primavera. For those prefixes designated above with a "" not all programs with that prefix are eligible for use with the "for Oracle Applications" limited use programs. For a list of excluded programs please review the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. Notwithstanding anything above, Business Intelligence Suite Enterprise Edition Plus for Oracle Applications may only be used with "eligible" Oracle application programs that contain "Oracle Fusion Human Capital Management' as a prefix in the program name and provided that the Oracle Fusion Human Capital Management programs are the only programs configured to run against the database instance. Any use of limited use programs containing "for Oracle Applications" by other Oracle applications or third party applications is not permitted. • Oracle BPEL Process Manager Option for Oracle Applications may be used only to enable business processes, workflow interactions and approvals within eligible Oracle Applications. Workflow interactions between eligible Oracle Applications and, other Oracle Applications or third party applications are allowed as long as they are enabled/initiated within the eligible Oracle Applications. Business Processes defined in BPEL are allowed as long as at least one of the services invoked from within the Business Process access an eligible Oracle Application either natively (via Web Services) or via an adapter. • Oracle Business Intelligence Foundation for Oracle Applications may be used only to perform query, reporting and analysis against a transaction database, data warehouse or an Essbase OLAP cube if: (i) the transaction database is an eligible Oracle Applications transaction database itself or an extraction, in whole or in part, of an eligible Oracle Applications transaction database, without transformation (query, 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 24 of 29 reporting and analysis against a transaction database that is not an eligible Oracle Applications transaction database requires a full use license of Oracle Business Intelligence Foundation Suite); or (ii) the data warehouse is a pre -packaged eligible Oracle Applications data warehouse, with any customizations necessary to reflect customizations made in the eligible Oracle Applications, and restricted only to the eligible Oracle Applications sources (query, reporting and analysis against extensions to the data warehouse drawn from source systems not supported by the pre -packaged data warehouses require a full use license of Oracle Business Intelligence Foundation Suite); or (iii) the dimensions of each Essbase CLAP Cube are sourced from eligible Oracle Applications. • Oracle WebLogic Suite for Oracle Applications may be used only as an embedded runtime for eligible Oracle Applications or to deploy customizations made in Java to an eligible Oracle Application. The WebLogic global datasource or one of the WebLogic application datasources must be configured to access the schema of an eligible Oracle Application. • Data Integrator Enterprise Edition for Oracle Applications may only be used with the Oracle supplied data integration jobs and customization of the supplied jobs is allowed. For the avoidance of doubt, examples of uses that are not permitted include, but are not limited to, the following: adding new jobs that support different applications, new schemas, or previously unsupported application modules. • Hyperion Data Integration Management, Hyperion Data Integration Management Team Based Development, and the Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel are licensed by Computer. Each Computer license is limited to support the use of up to 8 CPUs and each Computer license must be licensed in increments of 8 CPUs. Each core is recognized as a CPU. For computers that have more than 8 CPUs, additional Computer licenses must be purchased based upon the amount of CPUs that you are using. For example, if you are using Hyperion Data Integration Management on 12 CPUs, you need to purchase 2 Computer licenses; if you are using Hyperion Data Integration Management on 17 CPUs, you need to purchase 3 Computer licenses. These programs may be used solely in connection with moving data into and out of a Hyperion Data Store(s) (data/metadata repository(ies) delivered with the Hyperion programs.) These programs may not be used to extract data from a non -Hyperion Data Store(s) to load a custom data warehouse (a data warehouse not built solely from data from a Hyperion Data Store(s). The Hyperion Data Integration Management Computer license allows for such program to 1) connect to the following relational databases only: Oracle, Sybase, IBM DB2, MS SQL Server and 2) source from and write to an unlimited number of flat file/XML files. Hyperion Data Integration Management Adapters for SAP BW, SAP R3, PeopleSoft and Siebel must be licensed separately to allow Hyperion Data Integration Management to connect to these additional sources. • The number of Hyperion program option licenses must match the number of licenses of the associated Hyperion program. • The license for the Hyperion Planning Plus program includes a limited use license for the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs. Such limited use license means that the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs may only be used to access data from the Hyperion Planning Plus program. Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that do not contain data used by the Hyperion Planning Plus program and the Aggregate Storage option component of the Hyperion Essbase Plus program may not be used. • The license for the Hyperion Profitability and Cost Management program includes a limited use license for the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs. Such limited use license means that the Hyperion Essbase Plus, Hyperion Financial Reporting, Hyperion Web Analysis and Oracle Data Integrator - Target Database programs may only be used to access data from the Hyperion Profitability and Cost Management program. Specifically, the Hyperion Essbase Plus program cannot be used to create Essbase cubes that do not contain data used by the Hyperion Profitability and Cost Management program and the Aggregate Storage option component of the Hyperion Essbase Plus program may not be used. • The license for the Hyperion Data Relationship Management program includes a limited use license for both the WebLogic Server Standard Edition and BPEL Process Manager programs. Such limited use license means that the WebLogic Server Standard Edition and BPEL Process Manager programs may only be used to enable workflow functions in order to process requests within the Hyperion Data Relationship Management program. • You may run only one data repository of the Oracle Real User Experience Insight per server regardless of the number of processors that are licensed for a server. If you purchase Named User Plus licenses for the programs listed below, you must maintain the following user minimums and user maximums: Program Named,User Plus Minimum Oracle Database Enterprise Edition 25 Named Users Plus per Processor Times Ten In -Memory Database 25 Named Users Plus per Processor Cloud File System 25 Named Users Plus per Processor Rdb Enterprise Edition 25 Named Users Plus per Processor CODASYL DBMS 25 Named Users Plus per Processor Java SE Advanced 10 Named Users Plus per Processor Java SE Suite 10 Named Users Plus per Processor WebLogic Server Standard Edition 10 Named Users Plus per Processor WebLogic Server Enterprise Edition 10 Named Users Plus per Processor WebLogic Suite 10 Named Users Plus per Processor Web Tier 10 Named Users Plus per Processor Coherence Standard Edition 10 Named Users Plus per Processor Coherence Enterprise Edition 10 Named Users Plus per Processor Coherence Grid Edition 10 Named Users Plus per Processor TopLink and Application Development Framework 10 Named Users Plus per Processor Internet Application Server Standard Edition 10 Named Users Plus per Processor* internet Application Server Enterprise Edition 10 Named Users Plus per Processor* BPEL Process Manager 10 Named Users Plus per Processor WebLogic Integration 10 Named Users Plus per Processor Service Registry 10 Named Users Plus per Processor Enterprise Repository 10 Named Users Plus per Processor Forms and Reports 10 Named Users Plus per Processor Tuxedo 10 Named Users Plus per Processor Web Services Manager 10 Named Users Plus per Processor 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 25 of 29 SOA Suite for Non Oracle Middleware 10 Named Users Plus per Processor Business Process Management Suite for Non Oracle Middleware 10 Named Users Plus per Processor Event -Driven Architecture Suite 10 Named Users Plus per Processor Business Intelligence Standard Edition 10 Named Users Plus per Processor WebCenter Suite 10 Named Users Plus per Processor WebCenter Services 10 Named Users Plus per Processor Universal Content Management Standard Edition 10 Named Users Plus per Processor Universal Content Management 10 Named Users Plus per Processor Imaging and Process Management 10 Named Users Plus per Processor Content Conversion Server 10 Named Users Plus per Processor Distributed Document Capture 10 Named Users Plus per Processor Directory Services Plus 10 Named Users Plus per Processor *The Named User Plus Minimum does not apply if the program is installed on a one -processor machine that allows for a maximum of one user per program. Program Named' User Plus Maximum Personal Edition 1 Named User Plus per database Business Intelligence Standard Edition One 50 Named Users Plus If licensing by Named User Plus, the number of licenses for the programs listed below in column A must match the number of licenses of the associated program listed in column B. In the case where the minimum number of Named User Plus licenses are/were purchased, the number of licenses may not match due to variance in core factors between the time the respective programs were licensed. If licensing by Processor, the number of licenses for the programs listed below in column A must match the number of licenses of the associated program listed in column B. In the case where the programs are licensed at different times, the number of licenses may not match due to variance in core factors between the time the respective programs were licensed; in that case the number of cores used to determine the number of licensed processors for the programs listed below in column A must match the number of cores used to determine the number of licensed processors of the associated program listed in Column B. Associated programs are those programs being used in conjunction with the program in Column A. Column A Column B'. Database Enterprise Edition Options*- Real Application Clusters, Oracle Database Enterprise Edition, Audit Vault Server Partitioning, OLAP, Data Mining, Spatial, Advanced Security, Label Security, Database Vault, Data Profiling and Quality, Active Data Guard, Real Application Testing, Advanced Compression, Total Recall Database Enterprise Management*- Diagnostics Pack, Tuning Pack, Change Management Pack, Configuration Management Pack for Oracle Database, Provisioning and Patch Automation Pack for Database, Data Masking Pack RDB Server Options*- TRACE Rdb Enterprise Edition, CODASYL DBMS WebLogic Suite Options**- BPEL Process Manager Option, Service WebLogic Suite Bus, SOA Suite for Oracle Middleware, Business Process Management Suite Application Server Enterprise Management**- Diagnostics Pack for Associated application server program being managed by the Oracle Middleware, WebLogic Server Management Pack Enterprise program in Column A. Edition, SOA Management Pack Enterprise Edition Management Pack for Oracle Coherence** Coherence Enterprise Edition, Coherence Grid Edition Management Pack for Oracle GoldenGate* GoldenGate, GoldenGate for Non Oracle Database, GoldenGate for Mainframe Business Intelligence Server Enterprise Edition Options- Interactive Business Intelligence Server Enterprise Edition Dashboard, Delivers, Answers, Office Plug-in and Reporting and Publishing Business Intelligence Suite Enterprise Edition Plus Option- Business Business Intelligence Suite Enterprise Edition Plus Intelligence Management Pack Beehive Platform Options- Beehive Messaging, Beehive Team Beehive Platform Collaboration, Beehive Synchronous Collaboration, Beehive Voicemail Hyperion Financial Data Quality Management Options- Hyperion Hyperion Financial Data Quality Management Financial Data Quality Management Adapter for Financial Management, Hyperion Financial Data Quality Management Adapter Suite, Hyperion Financial Data Quality Management Adapter for SAP Hyperion Financial Data Quality Management for Hyperion Enterprise H perion Financial Data Quality Management for H perion 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 26 of 29 Option- Hyperion Financial Data Quality Management Adapter Suite Enterprise Hyperion Data Integration Management Options- Hyperion Data Hyperion Data Integration Management Integration Management Source Adapter, Hyperion Data Integration Management Team Based Development "If licensing by Named User Plus you must maintain, at a minimum, 25 Named Users Plus per Processor per associated program. " If licensing by Named User Plus you must maintain, at a minimum, 10 Named Users Plus per Processor per associated program. Licensing Rules for ATG Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • The Oracle ATG Web Commerce Business Intelligence program and the Oracle ATG Web Commerce Business Intelligence Administrator program may only be used in conjunction with either the Oracle ATG Web Commerce program and/or the Oracle ATG Web Knowledge Manager program. You may, however, expand your data model to include other information provided the additional information supplements information is already included in the Oracle ATG Web Commerce program or in the Oracle ATG Knowledge Manager program. • The Cognos BI Consumer Bundle is included in the Oracle ATG Web Commerce Business Intelligence program and is comprised of (a) one (1) reporting engine for anonymous viewers consisting of no more than two (2) processors and four (4) total cores, (b) unlimited anonymous report viewer seat licenses, (c) one (1) Named BI Web Administrator seat license and one (1) Named BI Professional Report Author seat license. Any additional seat licenses must be licensed separately by purchase of Oracle ATG Web Commerce BI Administrator seat licenses at an additional cost and are not included in any enterprise -wide or similar license. Licensing Rules for JD Edwards Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • The JD Edwards EnterpriseOne programs include Adobe PDF Library. The programs also include GNU libgmp library; copyright 1991 Free Software Foundation, Inc. This library is free software that can be modified and redistributed under the terms of the GNU Library General Public License contained in the programs. The programs may also contain other third party products. • Your license for the program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards program table located at http://oracle.com/contracts for additional information. • The Foundation program contains the development foundation environment/toolkit. You understand and acknowledge that any software program developed with the functionality of the development foundation environment/toolkit is subject to the terms and conditions of this agreement. You will defend and indemnify Oracle against any claims by third parties for damages (including, without limitation, reasonable legal fees) arising out of any computer programs generated by you utilizing the development tools included in the programs. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENT TOOLS INCLUDED IN THE PROGRAMS WILL GENERATE COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE • The Oracle Technology Foundation for JD Edwards EnterpriseOne and the Oracle Technology Foundation for JD Edwards EnterpriseOne Upgrade programs each include a limited use license for Oracle Database Standard Edition. The database may be used solely in conjunction with any and all licensed JD Edwards EnterpriseOne programs, including third party programs licensed for use with JD Edwards EnterpriseOne programs. The database may be installed on an unlimited number of processors. If you require features and functions beyond those included with the Oracle Database Standard Edition, or if you require use of Oracle Database beyond your JD Edwards EnterpriseOne implementation, you may purchase a non -limited use license by contracting directly with Oracle or one of its authorized distributors. The license for each of these programs also includes a limited use license for the following components of Oracle Fusion Middleware: Oracle Application Server Standard Edition or Oracle WebLogic Server Standard Edition (either of these products may be used, but both products cannot be used for the same function); Oracle JRockit JVM; Oracle Application Server Portal; Oracle WebCenter Services; Oracle BPEL Process Manager; Oracle Business Activity Monitoring; Oracle Application Server Single Sign -On; Oracle Access Manager Basic; Oracle Application Server Web Cache; and Oracle Business Intelligence Publisher. These components may be used solely in conjunction with any and all licensed JD Edwards EnterpriseOne programs, including third party programs licensed for use with JD Edwards EnterpriseOne programs. These components may be installed on an unlimited number of processors. If you require use of these components beyond your JD Edwards EnterpriseOne implementation you may purchase a non -limited use license for any of the Oracle components by contracting directly with Oracle or one of its authorized distributors. For the purpose of using Oracle Business Intelligence Publisher, Oracle will include a limited use license of Business Intelligence Publisher for use with JD Edwards EnterpriseOne programs. Any use of Business Intelligence Publisher outside of a JD Edwards EnterpriseOne program, such as with a your own "custom" applications as well as with other Oracle applications (including but not limited to Siebel Applications, PeopleSoft Applications, and/or Oracle Applications) will require a full use license of Business Intelligence Publisher. Business Intelligence Publisher may be installed on an unlimited number of processors. The development tools included with these programs may be used solely with the licensed JD Edwards EnterpriseOne programs and may not be used to create new applications. You will defend and indemnify Oracle against any claims by third parties for damages (including, without limitation, reasonable legal fees) arising out of any computer programs generated by you utilizing the development tools included in the programs. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENT TOOLS INCLUDED IN THE JD EDWARDS ENTERPRISE ONE PROGRAM WILL GENERATE COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE. • The Technology Foundation and Technology Foundation Upgrade programs each include the following "IBM Components": IBM DB2 Universal Database, IBM WebSphere Application Server and IBM WebSphere Portal (as contained in Collaborative Portal). IBM Components may be used solely in conjunction with any and all licensed JD Edwards EnterpriseOne programs, including third party programs licensed for use with JD Edwards EnterpriseOne programs. You may obtain a general license for any of the IBM Components by contracting directly with IBM or 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 27 of 29 one of its authorized distributors. The development tools included in this program may be used solely with the licensed JD Edwards EnterpriseOne programs and may not be used to create new applications. You will defend and indemnify Oracle against any claims by third parties for damages (including, without limitation, reasonable legal fees) arising out of any computer programs generated by you utilizing the development tools included in the programs. ORACLE DISCLAIMS ANY WARRANTY THAT THE DEVELOPMENT TOOLS INCLUDED IN THE PROGRAMS WILL GENERATE COMPUTER PROGRAMS WITH THE CHARACTERISTICS OR SPECIFICATIONS DESIRED BY YOU OR THAT SUCH GENERATED COMPUTER PROGRAMS WILL BE ERROR FREE. Licensing Rules for Oracle E-Business Suite Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • The option Activity Hub 13213 is only available with the Siebel Customer Universal Master component of the Customer Hub 132B program. • The option Field Service Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub 13213 program. • The option Marketing Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program. • The option Sales Hub B2B is only available with the Siebel Customer Universal Master component of the Customer Hub 13213 program. • The option Service Hub 13213 is only available with the Siebel Customer Universal Master component of the Customer Hub B2B program • The option Activity Hub B2C is only available with the Siebel Customer Universal Master component of the Customer Hub B2C program. • The option Field Service Hub 132C is only available with the Siebel Customer Universal Master component of the Customer Hub 132C program. • The option Marketing Hub 132C is only available with the Siebel Customer Universal Master component of the Customer Hub 132C program. • The option Privacy Management Policy Hub 132C is only available with the Siebel Customer Universal Master component of the Customer Hub 132C program. • The option Sales Hub 132C is only available with the Siebel Customer Universal Master component of the Customer Hub 132C program. • The option Service Hub 132C is only available with the Siebel Customer Universal Master component of the Customer Hub 132C program. Licensing Rules for PeopleSoft Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • Your license for the program(s) may include additional license rights. Please review the additional license rights listed on the PeopleSoft / JD Edwards program table located at http://oracle.com/contracts for additional information. • The programs listed below include a license to use Business Analysis Modeler — Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft programs you have licensed. Oracle will deliver this program to you per the delivery terms in your order. Integrated FieldService, Marketing, Mobile Sales, Online Marketing, Order Capture, Order Capture Self Service, Sales, Support for Customer Self Service • Your use of the Campus Self Service program is subject to the additional terms and conditions set forth in the INAS Software Supplement located at http://oracle.com/contracts. • PeopleTools - Enterprise Development shall be used solely to develop applications for your internal data processing operations. In no event shall you market or distribute such applications. Notwithstanding anything to the contrary, you shall not have the right to use the functionality currently referred to as Verity search engine provided as part of this program for the purpose of developing applications. • Each PeopleTools - Enterprise Development Starter Kit program shall be used solely by 5 application users to develop applications containing no more than a total of 20 components (as defined in the program documentation) for your internal data processing operations. In no event shall you market or distribute such applications. Notwithstanding anything to the contrary, you shall not have the right to use the functionality currently referred to as Verity search engine provided as part of this program for the purpose of developing applications. • You may use PeopleTools — Restricted Development to develop interfaces and modifications, including creation of new application data tables, only to the PeopleSoft Enterprise programs you have licensed. Oracle will deliver this program to you per the delivery terms in your order • The Process Modeler Client program may only be used with PeopleSoft Enterprise or JD Edwards EnterpriseOne programs you have licensed from Oracle. You shall not use this program with any other software. • The license for the Student Administration program includes a limited use license for the Human Resources, Benefits Administration and the Payroll for North America programs. Such limited use license means that the Human Resources, Benefits Administration and the Payroll for North America Software modules shall only be used in order to access the features and functions of the Student Administration program. Your use of the Student Administration program is subject to the additional terms and conditions set forth in the INAS Software Supplement located at hftp://oracle.com/contracts. Licensing Rules for Primavera Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • For the purposes of the following Primavera programs: Earned Value Management, Evolve, SureTrak, Contractor and P3 Project Planner, you acknowledge that you have both read and understand the limited Software Update License & Support services that are available for these programs, as described in Oracle's Technical Support Policies. • For purposes of the Primavera SureTrak and Primavera P3 Project Planner programs, you acknowledge that the agreement delivered to you with these programs (i.e., the Oracle License and Services Agreement), and not the end user license agreement contained in the product installation, governs the end user's use of these programs • For the purposes of the Primavera Web Services program, developers and end users who are not already licensed for Primavera P6 Enterprise Project Portfolio Management and who need access to applications created using P6 Web Services and/or P6 Java APIs, must be licensed for the Primavera Web Services program. Licensing Rules for Siebel Applications • You are responsible for ensuring compliance with the application licensing prerequisites as specified in the Applications Licensing Table, which may be accessed at http://oracle.com/contracts. • For the Siebel Branch Teller Services program, Siebel Internet Banking Services program, Siebel Retail Finance Foundation Services program and the Siebel Financial Transactions Workbench program, you may use third party tools to (a) create materials or (b) modify the materials identified as Sample Screen Code and Process Templates in the program documentation, all in accordance with the program documentation, 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 28 of 29 and provided that such materials or modified materials shall be used solely with your licensed use of such programs. You shall not limit in any way Oracle's right to develop, use, license, create derivative works of, or otherwise freely exploit the programs, ancillary programs, program documentation, or any other materials provided by Oracle, or to permit third parties to do so. • The Siebel Details Program includes a license for 20 Concurrent Users that authorizes you to use the program on only one Computer for a maximum of 20 Concurrent Users at any given time. . The Siebel Marketing Server program is licensed on a Computer basis together with the number of unique Customer Records that you may access using the program. e The Siebel Pharma Marketing Server is licensed on the basis of the number of unique Customer Records that you may access using the program together with the number of Brands that you may manage using the program. . The Siebel Pricing Claims Server -Up to 20 Application Users is licensed on a Computer basis with a limitation on the number of Application Users. • The users or processors of the Siebel Web Channel program may access a maximum of 15 Objects. An "Object" is defined as each data entity within the Business Object layer of the programs that is defined in the Siebel Tools program. Licensing Rules for Programs Licensed per UPK Module Oracle grants to you a non-exclusive, nontransferable license for your UPK Developer(s) to: (i) use those User Productivity Kit ('UPK„) programs licensed as UPK modules (collectively referred to as "UPK content") only as necessary to create and provide training solely for UPK Employees and/or UPK Users to use the underlying programs for your benefit; (ii) make an unlimited number of copies of the UPK content only as necessary to create and provide training solely to UPK Employees and/or UPK Users to use the underlying programs for your benefit; and (iii) develop modifications and customizations to the UPK content, if applicable, all subject to the terms and conditions set forth in this. agreement, provided all copyright notices are reproduced as provided on the original. You represent and warrant that you have a valid license for the underlying program(s). You are prohibited from reselling or distributing the UPK content to any other party or using the UPK content other than as explicitly permitted in this agreement. Oracle represents that the UPK content and any content created by you using the UPK content contains valuable proprietary information. Oracle retains title to all portions of the UPK content and any copies thereof. You shall use UPK content modifications created by you solely for your internal use in accordance with the terms of this agreement, You may provide access to and use of the UPK content only to those third parties that are licensed as UPK Users and that (a) provide services to you concerning your use of the UPK content; (b) have a need to use and access the UPK content: and (c) have agreed to substantially similar non -disclosure obligations imposed by you as those contained In this agreement. Licensing Rules for MvSQL Programs The MySQL programs may contain third party technology. Oracle may provide certain notices to you in program documentation, "readme" files or the installation details in connection with such third party technology. Third party technology will be licensed to you either under the terms of the agreement, or if specified in the program documentation. `readme' files. or the installation details. under separate license terms ("separate terms") and not under the terms of the agreement ("separately licensed third party technology"). Your rights to use such separately licensed third party technology under the separate terms are not restricted in any way by the agreement. The effective date of this agreement shall be May 31 2012. City of Huntington Beach Authorized Signature: Name:g IiCs tc, ra , ! Title:Co Signature Date:'! sr1ril• o.1XILS1hi e� jf di 11190 - 2. McKissick. Raynelle - Garlos.Mora Oracle America, Inc. Authorized Signature; Name. Elizabeth Hwang Title: Contracts Manager Signature Date: Marta 3_Y l 120 2 r k W`W_.`tt t�k. issued by bracleAmerica. Inc._03-MAY-2012 Page 29 of 29 and provided that such materials or modified materials shall be used solely with your licensed use of such programs. You shall not limit in any way Oracle's right to develop, use, license, create derivative works of, or otherwise freely exploit the programs, ancillary programs, program documentation, or any other materials provided by Oracle, or to permit third parties to do so. • The Siebel Details Program includes a license for 20 Concurrent Users that authorizes you to use the program on only one Computer for a maximum of 20 Concurrent Users at any given time. • The Siebel Marketing Server program is licensed on a Computer basis together with the number of unique Customer Records that you may access using the program. • The Siebel Pharma Marketing Server is licensed on the basis of the number of unique Customer Records that you may access using the program together with the number of Brands that you may manage using the program. • The Siebel Pricing Claims Server -Up to 20 Application Users is licensed on a Computer basis with a limitation on the number of Application Users. • The users or processors of the Siebel Web Channel program may access a maximum of 15 Objects. An "Object" is defined as each data entity within the Business Object Layer of the programs that is defined in the Siebel Tools program. Licensing Rules for Programs Licensed per UPK Module Oracle grants to you a non-exclusive, nontransferable license for your UPK Developer(s) to: (i) use those User Productivity Kit ("UPK") programs licensed as UPK modules (collectively referred to as "UPK content") only as necessary to create and provide training solely for UPK Employees and/or UPK Users to use the underlying programs for your benefit; (ii) make an unlimited number of copies of the UPK content only as necessary to create and provide training solely to UPK Employees and/or UPK Users to use the underlying programs for your benefit; and (iii) develop modifications and customizations to the UPK content, if applicable, all subject to the terms and conditions set forth in this agreement, provided all copyright notices are reproduced as provided on the original. You represent and warrant that you have a valid license for the underlying program(s). You are prohibited from reselling or distributing the UPK content to any other party or using the UPK content other than as explicitly permitted in this agreement. Oracle represents that the UPK content and any content created by you using the UPK content contains valuable proprietary information. Oracle retains title to all portions of the UPK content and any copies thereof. You shall use UPK content modifications created by you solely for your internal use in accordance with the terms of this agreement. You may provide access to and use of the UPK content only to those third parties that are licensed as UPK Users and that: (a) provide services to you concerning your use of the UPK content; (b) have a need to use and access the UPK content; and (c) have agreed to substantially similar non -disclosure obligations imposed by you as those contained in this agreement. Licensing Rules for MvSQL Programs The MySQL programs may contain third party technology. Oracle may provide certain notices to you in program documentation, "readme" files or the installation details in connection with such third party technology. Third party technology will be licensed to you either under the terms of the agreement, or if specified in the program documentation, "readme" files, or the installation details, under separate license terms ("separate terms") and not under the terms of the agreement ("separately licensed third party technology"). Your rights to use such separately licensed third party technology under the separate terms are not restricted in any way by the agreement. The effective date of this agreement shall be May 31, 2012. City of Huntington Beach Oracle America, Inc. Authorized Signature: Name: Title: Signature Date: Authorized Signature: �� Name: Elizabeth Hwang Title: Contracts Manager Signature Date: May 31, 2012 4111190 - 2. McKissick, Raynelle - Carlos.Mora Issued by Oracle America, Inc. 03-MAY-2012 Page 29 of 29