1.
Presentation Richard Spithoven
Oracle
Unlimited License Agreements
Not that Unlimited!?

2.
Presentation Richard Spithoven
Introduction
Richard Spithoven
Director / Partner b.lay
2013 – present
Regional Director
Oracle EMEA – LMS Europe South
2009 – 2013
Principal Licensing consultant
Oracle Europe, Middle-East & Africa
2005 - 2009

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Presentation Richard Spithoven
Unlimited License Agreements
• What is it?
• General Conditions?
• Product Conditions?
• Usage Conditions?
• What is the price?
1
2 Situations during the term of the ULA
• What happens when I acquire an entity?
• What happens when I divest an entity?
• What happens at the end of the ULA?
• Certification? What to do?
• But what is a certification floor?
Agenda

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Presentation Richard Spithoven
ULA Certification? Do it right!
• Timing?
• What to include?
• How to count?
3
4 Conclusions
• Some recommendations…
• Some final take aways
• Questions?
Agenda

5.
Presentation Richard Spithoven
ULA: What is it?
An Unlimited License Agreement (ULA) is a
time-based
license agreement from Oracle Corporation providing an
unlimited use
for a
subset of Oracle’s products.

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Presentation Richard Spithoven
ULA: What is it?
TERM
• Varies from
• 1 to5 years
ORACLE
PRODUCTS
Almost all
Oracle Programs
CAPPED &
UNCAPPED
Usage capped up to a
certain maximum
quantity
OR
Usage un-capped,
providing an unlimited
deployment capacity
EXISTING
LICENSES:
Licenses are “converted and
replaced’and do no longer
continueto exist;
Support fees are added to the new
support fees of the ULAprograms,
resulting in a new combined
“Total Support Stream”

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Presentation Richard Spithoven
ULA: General Conditions
The ULA is limited to a number of legal entities, listed in the so called “Customer Definition”
• Agreement refers to “You” and “Your” which is the legal entity that signs the contract.
• Agreement refers to a list of entities which is typically listed in an Exhibit of the Ordering Document
• These are the legal entities that are allowed to make use of the software programs.
• Legal entity which signs the contract is responsible that all the other legal entities (in the Exibit)
are complying with the terms and conditions of the order doc, license agreement, program
documentation etc.

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Presentation Richard Spithoven
ULA: General Conditions
Exibit includes:
• Typically:
• majority owned subsidiaries
• Occasionally:
• minority owned subsidiaries
• joint ventures
• legal entities with voting rights.
Any legal entity NOT listed in the Exibit or referred to in the Customer Definition
is therefore NOT allowed to make use of the Oracle programs as included in a ULA.

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Presentation Richard Spithoven
ULA: Product Conditions
The ULA is limited only to these Oracle Programs as listed in the ULA Ordering Document;
Any Oracle Program not listed the Ordering Document requires separate licensing, even if:
• An Oracle Program is (technically) related
with the Oracle Programs as listed in the ULA
OR
• An Oracle Program is shipped or downloaded
with the Oracle Programs as listed in the ULA.

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Presentation Richard Spithoven
ULA: Product Conditions – Example
Oracle Programs related to
Oracle Database Enterprise
Edition which require separate
licensing:
• Oracle Database Personal Edition
• Oracle Database Standard Edition One
• Oracle Database Standard Edition
End-user has an ULAfor :
• Oracle Database Enterprise Edition
• Diagnostics Pack
• Tuning Pack
• Partitioning
Oracle Programs shipped/downloaded
with Oracle Database Enterprise Edition
which require separate licensing:
Multitenant, Real Application Clusters (One Node),
Active Dataguard, Partitioning, Real Application
Testing, Advanced Compression, Advanced Security,
Label Security, Database Vault, OLAP, Advanced
Analytics, Spatial & Graph, TimesTen Application-Tier
Database Cache, Database In-Memory, Database
Lifecycle Management Pack, Data Masking and
Subsetting Pack, Cloud Management Pack for Oracle
Database

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Presentation Richard Spithoven
ULA: Usage Conditions
The ULA can be “Capped” or “Uncapped”
• “Capped” ULA’s grant the right to make use of the
Oracle ULA Programs up to a certain maximum
amount of licenses (e.g. 100 Processor licenses
Oracle Database Enterprise Edition)
• “Uncapped” ULA’s grant the right to make use of
the Oracle ULA Programs in an unlimited capacity.
A combination of “Capped” and “Uncapped” Oracle programs
can be part of one and the same Ordering Document.

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Presentation Richard Spithoven
ULA: What is the price?
• There is no pricelist for ULA’s; pricing is customized depending on the situation.
• Pricing is determined by:
• Oracle Programs in the ULA (More programs = More value = Higher price)
• Term of the ULA (1-5 years) (Longer term = More value = Higher price)
• Current investments made in Oracle Programs (“Installed Base”)
• Current demand of Oracle Programs (“Current Demand”)
• Expected future needs of Oracle Programs during the term (“Future Growth”)

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Presentation Richard Spithoven

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Presentation Richard Spithoven
ULA: What happens when I acquire an entity?
✔
Legal entities acquired during the term of the ULA, are by definition
NOT allowed to make use of Oracle ULA Programs.
End user can request approval from Oracle to add an acquired entity to the ULA.
✗
Approved by Oracle: Not approved by Oracle
Existing licenses of acquired entity are
“converted and replaced and do no longer
exist;
Existing support fees of the acquires entity
are added to the existing support stream.
Acquired entity is required to license it’s deployment
and usage of the Oracle programs separately

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Presentation Richard Spithoven
ULA: What happens when I divest an entity?
Legal entities divested during the term of the ULA, are normally allowed to make use of the
Oracle ULA Programs for a limited period of time after the divesture took place (“grace period”)
 Grace periods can vary between 6 months (standard) to 1 year.
Always check your specific agreement to validate what grace period has been agreed.
 Upon expiration of the “grace period”, the divested entity is required to license
the deployment and usage of the Oracle programs themselves.
 In case no grace period has been agreed/allowed, the divested entity will need to license
the deployment and usage of the Oracle programs themselves upon the divestiture date /
legal entity change.
✗

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Presentation Richard Spithoven
ULA: What happens at the end?
At the end of the term of the agreement,
You may choose to either:
RENEW THE ULA
New license and support fees are negotiated;
Old ULAsupport stream is rolled in new ULA
DECLARE AND CERTIFY YOUR
USAGE TOWARDS ORACLE
You need to determine the current usage of
the Oracle Programs;
Oracle assigns perpetual licenses based on
the current usage of the Oracle programs
You do not need to pay a “true up license fee”;
You continue to pay the Total Support Stream
going forward, annually

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Presentation Richard Spithoven
ULA: Certification? What to do?
The standard clause states:
• On the XXth anniversary of the agreement, unlimited rights terminate.
• Within 30 days of this date, you need to follow a “certification process”,
which includes:
• You provide Oracle a certification of the then current quantities of
Processors on which the Oracle ULA programs are installed AND running.
(“Final License Count”)
• Certification is signed by a C-level representative of your organization.

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Presentation Richard Spithoven
ULA: But what is a certification floor?
• A “Certification Floor’ is a non-standard term of a ULA agreement.
• Certification Floors can be added to a ULA agreement, in which
Oracle and End-user agree that the certified deployment shall not be less than:
• XX Processors Oracle Database Enterprise Edition
• XX Processors Partitioning
• A minimum amount of licenses is listed for all Oracle ULA programs in an Exhibit.
• Certification Floors are there to protect an end-users investment
• In case an expected deployment of Oracle ULA programs does not happen
during the term of the ULA, the end-user is ensured that it will receive a
minimum amount of perpetual licenses at the end of the ULA, at all times.

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Presentation Richard Spithoven

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications are time consuming and need to happen on time!
- Executing a complete and accurate measurement of Oracle software can easily take 3-6 months.
- Executing a ULA certification under time pressure, almost always results in either:
a) Declaration and certification of lower usage compared to the real usage:
> Resulting in unlicensed use of software after the certification itself.
b) Declaration and certification of higher usage compared to the real usage:
> Which is considered to be fraud under local and international IP laws.
Missing your obligation to certify on time could result in a claim that you are in breach of you contract
and that your license agreement may therefore ultimately be terminated or “certified” against 0 licenses.

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications should include the whole organization!
ALL LEGAL ENTITIES
should be included
(as per the Customer
Definition)
ALL DATACENTERS
of your organization
should be included
ALL DEVICES
of your organization
should be included
(including test, development,
acceptance, production,
disaster recovery etc)

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications should only include the Oracle ULA programs!
• ULA’s are limited to a SUBSET of the Oracle program portfolio, but
• Many Oracle Programs are (technically related) to the ULA programs
• Many Oracle Programs are shipped/downloaded with the ULA programs itself.

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Oracle programs “Installed AND Running”?!
- “Installed AND Running vs “Installed and/or Running”
- Avoid certifications of only installed software
- Running is NOT defined in your agreement and differs per Oracle Program
- “System Usage” ≠ Usage (Running)
> System Usage should not be included in the ULA certification

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (1/6)
ULA’s for Database, Middleware and Business Intelligence Programs require you to certify
the quantity of Processors on which the Oracle Programs are installed and running.
• Not applying the right methodology, rules and calculations can lead to incorrect certifications!
• Processors (with a capital “P”) refer to the Processor definition as included in your license agreement.
But how do you need to count the number of Processors ?
• And what about # of Processors in a VMWare environment ?
• And what about # of Processors in a IBM LPAR environment ?
• And what about # of Processors in a Sun Solaris Zone environment ?
• And what about # of Processors in an Oracle Authorized Cloud environment?

25.
Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (2/6)
Oracle’s Current Processor definition states:
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.
….
For the specific Processor definition applicable to your ULA, please check your contractual documents at all times.

26.
Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (3/6)
Oracle’s
Processor Core Factor Table:
Please check the following URL at all times to validate the current and latest Oracle Processor Core Factor table
http://www.oracle.com/us/corporate/contracts/

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (4/6)
Soft Partitioning technologies used (e.g. VMware)
require an end user to count:
All the physical cores of all the physical machines on which
the virtual server can be hosted (“installed and running”) to
determine the number of Processors, which need to be
included in the ULA certification.
Please check the following URL at all times to validate the current
Oracle Server Partitioning policy http://www.oracle.com/us/corporate/pricing.

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Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (5/6)
Hard Partitioning technologies (e.g. Solaris Zones, IBM LPARs) require an end user to count only
the “sub capacity” of the server on which the Oracle software programs are installed and running
to determine the number of Processors which are required to be included in the ULA certification.
NOTE:
Please check the following URL at all times to validate the current Oracle Server Partitioning policy
http://www.oracle.com/us/corporate/pricing.
Detailed expert sessions on how to license and count the number of licenses in case Oracle software is deployed in a VMware
environment, IBM LPAR environment, Sun Solaris Zone environment will follow soon.
LPAR1 AIX - Oracle DB
(Type = Dedicated-SMT)
1 2 73 85 64
LPAR2 Linux
(Type =
Dedicated-SMT)

29.
Presentation Richard Spithoven
ULA: Certification? Do it Right!
ULA certifications on Processors!? (6/6)
Oracle approved the following cloud computing environments:
- Amazon Web Services – Amazon Elastic Compute Cloud (EC2)
- Amazon Simple Storage Services (S3)
- Microsoft Windows Azure Platform
For the purpose of licensing Oracle programs in any of these cloud computing environments,
End users are required to count each virtual core as equivalent to a physical core.
Licenses acquired under a ULA may be used in such a cloud environment, BUT
End users may NOT include those licenses in the certification at the end of the ULA term.
Please check the following URL for the full policy around “ Licensing Oracle Software in the Cloud Computing Environment”
http://www.oracle.com/us/corporate/pricing/cloud-licensing-070579.pdf

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Presentation Richard Spithoven
Considering a ULA?
Get clarity on your current licenses entitlement and deployment, your current demand
and expected growth to determine your best option and commercial/negotiation strategy/options.
Having a ULA?
Conduct a mid-term assessment (at the mid of the ULA term) including:
• A detailed assessment of the deployment of the ULA programs
to show consumption and overall usage levels.
• An evaluation of the efficiency of the financial investment in the ULA,
and an assessment of the cost savings.
• Determine which actions can be taken to optimize and maximize
the value of the ULA, before the end term.
Some recommendations…

31.
Presentation Richard Spithoven
Up for ULA certification?
• Start preparing the ULA certification at least 6 months before the ULA ends.
• Involve your legal department to obtain a complete picture of
all the legal entities allowed to make use of the ULA, mergers and/or acquisitions.
• Involve your IT department to obtain a complete picture of
all datacenters/servers on which ULA programs can be installed and running.
• Involve your database administrators, infrastructure managers and business application owners, to
measure the Oracle software programs which are “installed and running”.
• Involve a specialized license management firm to support you during the ULA certification
For example to:
 Analyze your Oracle usage data correctly before submitting your certification to Oracle,
 Identify if you do not have any license compliance issues
for related software programs NOT included in your Oracle ULA.
Some recommendations

32.
Presentation Richard Spithoven
Unlimited License Agreements can be an exceptional arrangement for your organization that provide
you a lot of benefits as long as you are aware of the details before, during and at the end of the ULAs
involved, and as long as you can manage the risks related to it.
A software license management company like b.lay can support you in:
- Pre ULA Assessment Services (If you consider to enter into a ULA)
- Mid Term ULA Assessment Services (If you have already entered into a ULA)
- End Term ULA Assessment Services (If you are approaching to the end of a ULA)
Some final take aways
We guarantee that we have only your objectives in mind.
It’s our objective to enable you doing more and worrying less.

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Presentation Richard Spithoven
Questions?

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Presentation Richard Spithoven
① Oracle License Review or License Audit:
Answers to your Top 20 Questions
② Oracle Licensing Guide:
Your quick Oracle Licensing Guide
③ Oracle Unlimited License Agreements (ULAs):
An overview of the major risks you should be aware of
④ Oracle Pool of Funds Agreements:
An overview of the ins & outs of this type of agreement
⑤ Oracle E-Business Suite:
An overview of the most common license compliance issues
Further reading on www.b-lay.com

35.
Presentation Richard Spithoven
Audit Support
Get support during your (internal) audit
ULA Management
Manage and optimize your ULA agreement
License Optimization
Optimise the value of your licenses
License Consulting
Get expert license consultancy services
SAM Tooling Maintenance
Configure and maintain your SAM Tool properly