ORACLE
FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM
This document (the "Addendum") is between Oracle Corporation ("Oracle") and
FileNet Corporation (the "Alliance Member") and shall be governed by the terms
of the Business Alliance Program Agreement between the Alliance Member and
Oracle effective July 1, 1996 (the "Agreement") and the terms set forth below.
1. PROGRAM DISTRIBUTION
1.1 Sublicense of Programs and Terms
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs or Deployment Programs which are
available in production release and listed on Oracle's Price List in
effect at the time the Programs are ordered from Oracle to Sublicense
to a Sublicensee; provided, however, the Alliance Member shall have no
right to Sublicense any Programs designated as Oracle Applications
Programs, Oracle Express Programs, Limited Production Programs, or
other Programs specified by Oracle from time-to-time without the prior
written consent of Oracle. The Alliance Member shall have the right to
market and grant Sublicenses of Full Use or Deployment Programs for use
on Designated Systems in conjunction with the Integrated System to
Sublicensees. Each copy of the Full Use or Deployment Programs
distributed shall be for the Sublicensee's own internal use in the
Territory only on a single Designated System limited to a maximum
number of Users.
To acquire Programs for Sublicensing to Sublicensees, the Alliance
Member shall order such Programs from Oracle. Each order shall specify
the applicable Programs, maximum number of Users, computer/operating
system configuration, fees, shipping location, and any other
information required by Oracle for processing the order. Orders for
Trial Sublicenses shall be clearly marked on the face of the Order
Form.
1.2 Distribution under Oracle Agreement
In addition to the Sublicense rights specified in Section 2.3.A of
the Agreement and notwithstanding the terms of such Section and Section
3.2.B of the Agreement, the Alliance Member shall have the right to
market and grant Sublicenses of Full Use Programs and Deployment
Programs in conjunction with the Integrated System to Sublicensees
under a standard Oracle Software License and Services Agreement in lieu
of Sublicensing the Programs under a written Sublicense agreement.
The Alliance Member may submit orders for Sublicenses to Oracle
for its acceptance. With each such order, the Alliance Member
shall submit a standard Oracle Software License and
Services Agreement executed by the applicable Sublicensee, or shall
reference on such order that the Programs will be licensed to the
Sublicensee subject to an existing license agreement effective between
the Sublicensee and Oracle (the "Oracle Agreement"). In addition, as
part of the Oracle Agreement, the Alliance Member shall obtain the
Sublicensee's written agreement that the ordered Programs and services
are subject to the terms and conditions of the Oracle Agreement.
If the Sublicensee is a federal agency, the Alliance Member shall
submit with each such order a written document executed by an
authorized Sublicensee contracting officer which contains the following
provision: "This is an open market order placed pursuant to terms
identical to the terms and conditions of Oracle's General Services
Administration (GSA) Schedule A Contract for Oracle Programs current as
of the order date, with the exception of the maximum order limitations,
discounts, maintenance, training units and other discounts specific to
the applicable Oracle GSA Schedule. No other pre-printed or reference
terms and conditions shall apply." This written document shall be
deemed the applicable Oracle Agreement.
For orders which include only shrinkwrapped Oracle Programs, the
Oracle Agreement may consist of a written obligation by the Sublicensee
to use the Programs under the terms of the shrinkwrap license
agreement.
The Alliance Member shall indemnify Oracle for any claims,
damages, or losses arising from failure to obtain any Oracle Agreement.
If the order specifies that the Programs are to be delivered to
the Alliance Member, the Alliance Member shall have the right to
re-deliver the Programs with their original packaging to the applicable
Sublicensee.
1.3 Full Use and Deployment Programs
For the purposes of this Addendum, "Full Use Programs" shall mean
unaltered versions of the Programs with all functions intact.
"Deployment Programs" shall mean Programs which are limited to use
solely for the purpose of running applications, and may not be used to
create or alter tables or reports except as necessary for operating the
applications.
1.4 Value-Added Package
For the purposes of this Addendum, "Integrated System" shall mean
the hardware and software products having Value-Added which are
developed, sold, and/or licensed with the Programs to a Sublicensee by
the Alliance Member to satisfy such Sublicensee's internal business
requirements and objectives. For purposes of the Agreement, the
Integrated System will be regarded as the Alliance Member's Value-Added
Package which is described in the attached Value-Added Attachment. The
Integrated System shall be regarded as "Value-Added" if the following
materials are provided as part of the Integrated System by the Alliance
Member: (a) non-Oracle developed software; (b) customized programming
or customized consulting; and (c) other computer products or
components.
1.5 Trial Sublicenses
The Alliance Member shall be entitled to grant, at no charge, up
to ten (10) temporary Trial Sublicenses of the Programs at any one
time. Such Sublicenses shall be for evaluation purposes only and shall
be for a period not to exceed thirty (30) days. The Alliance Member
shall pay Oracle Sublicense fees for any Trial Sublicenses in excess of
thirty (30) days. Each such Trial Sublicense shall be Sublicensed under
a Sublicense agreement which provides for such trial use or under an
Oracle Trial License Agreement, as the applicable Oracle Agreement.
1.6 No Distributors
The Alliance Member's right to market and grant Sublicenses of
Full Use Programs or Deployment Programs hereunder shall be limited to
the Alliance Member only. The Alliance Member shall not appoint any
third party to distribute the Programs without Oracle's prior written
consent.
1.7 Documentation
Oracle shall deliver one copy of the applicable Documentation with
each order of Programs for Sublicensing to Sublicensees.
2. SUBLICENSE FEES
2.1 Sublicense Fees and Rate
For each copy of the Programs Sublicensed by the Alliance Member,
the Alliance Member agrees to pay Oracle a Sublicense fee equal to
sixty percent (60%) of the applicable license fee for each such
Program, as specified in the applicable Price List and Alliance Member
Price List supplement to such Price List in effect at the time the
applicable Programs are Sublicensed to a Sublicensee. The Sublicense
fee shall be calculated effective on the date of the Sublicense, which
shall be the date the Programs are shipped by Oracle or the effective
date of the order to Oracle for such Programs, if no shipment is
required.
Fees for Sublicense of Programs shall be due and payable on the
date that Oracle ships the applicable Programs and shall be deemed
overdue if not paid within thirty-one (31) days of the due date. The
Alliance Member shall not be relieved of its obligation to pay
Sublicense fees owed to Oracle by the nonpayment of such fees by the
Sublicensee.
2.2 Price List
As set forth in the Agreement, the applicable Price List for
determining Sublicense fees shall be the standard Price List in effect
at the time the Program is Sublicensed to a Sublicensee. However,
pricing for any federal agency, pursuant to terms and conditions
identical to the terms and conditions of Oracle's GSA Schedule A
Contract for Oracle Programs current as of the order date, shall be
based on Oracle's published GSA Price List.
Notwithstanding any other provision of this Agreement, if the
Alliance Member issues a written Sublicense quote and such quote is
accepted by the applicable Sublicensee, for a period of ninety (90)
days after the date of submission of the quote to the Sublicensee, the
fee applicable to the Programs identified in the quote shall be based
on the Price List in effect on such date.
2.3 Users
The fees for Sublicense of a Program shall be based and priced on
the applicable User Level for the maximum number of Users for such
Program, as specified in the Price List. The Alliance Member shall have
the right to Sublicense on any User basis specified in the Price List
in effect at the time the applicable Program is Sublicensed to a
Sublicensee.
3. TERM
This Addendum shall become effective on the Effective Date of this
Addendum and shall be valid for one (1) year (the "Term'), unless
terminated as provided in the Agreement. Any renewal of this Addendum
shall be subject to renegotiation of terms and fees.
4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Full Use Programs or Deployment Programs in the United
States only (the "Territory").
5. TECHNICAL SUPPORT
5.1 Technical Support for Sublicensees
A Sublicensee may acquire Technical Support services for Full Use
Programs or Deployment Programs Sublicensed under this Addendum from
Oracle at Oracle's standard rates and fee in effect at the time such
Technical Support services are ordered under an Oracle Technical
Support Services Agreement or Oracle Agreement, as applicable.
5.2 Technical Support Fee
Oracle agrees that the Alliance Member shall have the right to
offer Oracle annual Technical Support services to Sublicensees in the
United States that are currently acquiring Full Use Programs or
Deployment Programs. The Alliance Member shall only offer Oracle
Technical Support services with respect to the initial first year of
Technical Support for a Sublicensed Program. The Alliance Member shall
only offer Oracle annual Technical Support services to a Sublicensee
provided that:
A. Oracle receives from the Sublicensee an executed, standard Oracle
Technical Support Services Agreement, Oracle Agreement, or other terms
to govern the Technical Support services as agreed to in writing by
Oracle and the Sublicensee;
B.The Full-Use or Deployment Programs are currently Sublicensed by the
Alliance Member;
C. The Alliance Member pays Oracle its required Sublicense fee for the
applicable Sublicensed Programs as provided under the Agreement, and
the Alliance Member pays Oracle the applicable Technical Support
services fees as set forth herein in advance;
D.The Alliance Members Sublicense of the Full Use Programs or
Deployment Programs coincides with the agreement to provide Technical
Support Services for such Programs; and
E. The net Technical Support services fees represent new Technical
Support revenue to Oracle.
The Technical Support services fees payable by Alliance Member as
provided above shall be Oracle's standard rates for such services as
provided under the Price List in effect at the time the Technical
Support services are ordered, discounted by ten percent (10%).
6. SUBLICENSE REPORTS
With each order for Programs for Sublicense to a Sublicensee, the
Alliance Member shall send Oracle a report detailing for each
Sublicensed Full Use Program or Deployment Program: Sublicensee name,
address, make/model and operating system of the Designated System, Full
Use or Deployment Programs, maximum number of licensed Users, whether
the Sublicense is a Trial Sublicense, total Program fees and Technical
Support Fees due to Oracle, and specific descriptions of the Integrated
System and Value-Added.
7. ADDITIONAL LICENSES
During the Term, the Alliance Member may order production release
versions of Oracle off-the-shelf Programs available as production
release as of the Effective Date of this Addendum and listed on the
Price List in effect as of such date. The license fee for Development
Licenses shall be equal to Oracle's standard list license fees in
effect when an order is placed. The Alliance Member shall have the
right to order Programs for use as Marketing Support Licenses at no
further charge to the Alliance Member. The Alliance Member may obtain
Technical Support services from Oracle for such Programs under Oracle's
applicable Technical Support fees and policies in effect when such
services are ordered.
The Effective Date of this Addendum shall be July 1, 1996.
Executed by the FileNet Corporation: Executed by Oracle Corporation
Authorized Signature:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇ Authorized Signature:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: Name:
Title: Title:
Oracle Corporation
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Oracle is a registered trademark of Oracle Corporation.
8-95
VALUE-ADDED ATTACHMENT
Description of Integrated System:
Hardware components:
Software products other than Programs:
Services to be provided by the Alliance Member:
AMENDMENT ONE
to the
FULL USE AND DEPLOYMENT SUBLICENSE ADDENDUM
BUSINESS
to the
ALLIANCE PROGRAM AGREEMENT
between
FILENET CORPORATION
and
ORACLE CORPORATION
This Amendment One shall serve to amend the Full Use Sublicense and Deployment
Sublicense Addendum dated July 1, 1996 (the "Addendum") to the Business Alliance
Program Agreement between FileNet Corporation (the "Alliance Member") and Oracle
Corporation ("Oracle") dated July 1 , 1996 (the "Agreement").
The Addendum is amended as follows:
1. Insert the following at the end of the first paragraph of Section 1.1:
"Notwithstanding any provision to the contrary in the Agreement, during
the Term of this Addendum, provided the annual revenue received by the
Alliance Member for Sublicenses to the Alliance Member constitutes less
than __*___ percent of the Alliance Member's total annual revenue for
Full Use and Deployment Program Sublicenses, the Alliance Member may
acquire Full Use and Deployment Programs for its own internal use as a
Sublicensee under all terms and discount rates of this Agreement.
2. Delete Section 1.5 and replace it with the following:
"1.5 Trial Sublicenses
The Alliance Member shall be entitled to grant, at no charge, up to
______*_________ temporary Trial Sublicenses of the Programs at any one
time. Such Sublicenses shall be for evaluation purposes only and shall
be for a period not to exceed ______*_______ days. The Alliance Member
shall pay Oracle Sublicense fees for any Trial Sublicenses in excess of
______*______ days or for any Trial Sublicenses for which the Alliance
Member is compensated. Each such Trial Sublicense shall be Sublicensed
under a Sublicense agreement which provides for such trial use or under
an Oracle Trial License Agreement, as the applicable Oracle Agreement."
3. Delete the body of Section 1.6 in its entirety and insert the following:
"1.6 Distributors
Oracle grants the Alliance Member the right to appoint third panics
("Distributors") to market and Sublicense the Full Use or Deployment
Programs in the Territory, under the terms of the Agreement and this
Addendum. However, Distributors shall have no right to make copies of
* Confidential portion has been filed separately with the Securities and
Exchange Commission.
the Programs for Sublicensing and shall obtain all such Programs from
the Alliance Member. Each Distributor shall execute a written agreement
with the Alliance Member binding the Distributor to provisions
substantially similar to those contained in Sections 2.3, 2.5, 2.6,
5.1, 5.2, 6.1, 6.3, 6.4, 6.5, 7.2.A.1, 7.5, 8.1, 8.2, 8.3, 8.5, 8.7,
8.9, and 8.11 of the Agreement and to those contained in Sections 1
(except 1.6), 3, 4, 5, and 6 of this Addendum. Each obligation of the
Alliance Member under such provisions shall also be applicable to each
Distributor. Each Distributor agreement shall also contain any other
provisions necessary for the Alliance Member to satisfy its commitments
under the Agreement. The Alliance Member shall notify Oracle promptly
in writing of the appointment of each such Distributor.
In addition, the Alliance Member shall keep executed Distributor
agreements and records of the Distributor information required under
the Alliance Member's Sublicense reports, and shall allow Oracle to
inspect such information as specified under the Agreement. The Alliance
Member will defend and indemnify Oracle against all damages to Oracle
caused by (i) the Distributors' failure to include the required
contractual terms set forth in Section 2.3.B of the Agreement in each
Sublicense agreement, and (ii) the Distributors' breach of any of the
applicable provisions required by in its Distributor agreement."
4. Add the following new paragraphs to the end of Section 1.7:
"During the Term of this Addendum, the Alliance Member may order Oracle
documentation for the Programs for resale to its Sublicensees at
Oracle's standard fees in effect when each order is placed less the
Discount Percentage corresponding to the List Price of Documentation
for a single order.
List Price of Documentation Discount Percentage
(Single Order)
$0 $499 10%
$500 - $1,499 20%
$1,500- and over 30%
5. At the end of Section 2.1, insert the following:
"Within thirty (30) days after the second and each further anniversary
during the Term of this Addendum, Oracle and the Alliance Member shall
re-negotiate the Sublicense fee percentage rate set forth above based
on the actual amount of cumulative Sublicense fees received by Oracle
hereunder. If the parties have not agreed in writing on the Sublicense
fee percentage rate for the next annual period, the Alliance Member's
right to Sublicense Programs shall cease until the parties hereto
mutually agree in writing on a new Sublicense fee rate percentage for
Sublicenses of Programs.
6. At the end of the first paragraph of Section 2.2 insert the following:
"All Sublicense fees for Sublicenses installed outside the United
States shall be based on the license fees for the Programs as set forth
on the applicable Oracle Global Price List in effect at the time such
Programs are Sublicensed."
7. Insert the following at the end of Section 2.3:
"Unless otherwise agreed to by the parties in writing, the term "User"
shall include "Named Users" and/or "Concurrent Devices/Concurrent
Accesses". Unless otherwise agreed to by the parties in writing, a
"Named User" is defined as an individual authorized by Sublicensee to
use the Programs, regardless of whether the individual is actively
using the Programs at any given time and "Concurrent Devices/Concurrent
Accesses" are defined as the maximum number of input devices accessing
the Programs at any given point in time. (If multiplexing software or
hardware (e.g., a TP monitor) is used, this number must be measured at
the multiplexing front end.) "Multiplexing" includes but is not limited
to any utility of function which allows Users to access the database in
a sequential fashion."
8. Delete the first sentence of Section 3 and insert the following:
"This Addendum shall become effective on the Effective Date of this
Addendum. and shall be valid for four (4) years from such Effective
Date (the "Term"), unless earlier terminated as provided in the
Agreement."
9. Delete the body of Section 4 in its entirety and insert the following:
"4. TERRITORY
The Alliance Member shall have the right to market and grant
Sublicenses of Programs in the Application Package in all countries
worldwide, (the "Territory"), subject to the terms of this Section.
Oracle may from time to time deny the Alliance Member the right to
Sublicense in certain countries in the Territory in order to protect
Oracle's interests if, in the reasonable opinion of Oracle's counsel,
such countries (i) do not provide adequate protection for Oracle's
proprietary rights through copyright, trade secret, patent, or other
laws; or (ii) have laws or regulations or the government has committed
acts which in the opinion of Oracle's counsel, are injurious to
Oracle's interests in the Programs.
The Alliance Member acknowledges that the Programs are subject to
export controls imposed on Oracle and the Alliance Member by the U.S.
Export Administration Act, United States Departments of Commerce,
Treasury, and State regulations and directives, and other United States
law ("Export laws"). The Alliance Member certifies that neither the
Programs nor any direct product thereof are (i) exported, directly or
indirectly, in violation of Export laws; or (ii) are intended to be
used for any purposes prohibited by the Export laws, including, without
limitation, nuclear, chemical, or biological weapons proliferation.
Furthermore, the Alliance Member shall not transfer the Programs
outside of the territory for which the Alliance Member has Sublicense
rights under this Agreement.
The Alliance Member warrants that neither it nor its Distributors
will grant Sublicenses in or ship any Programs to a country until it
(or the Distributor) has completed all necessary government formalities
in such country and upon reasonable request by Oracle, the Alliance
Member (or its Distributor) provides evidence of completion of such
formalities to Oracle. The Alliance Member will indemnify Oracle for
any losses, costs, liability, and damages incurred by Oracle as a
result of a failure by the Alliance Member or its Distributors to
comply with the necessary government requirements in any country. The
obligations under this Section shall survive the expiration or
termination of this Addendum. Upon Oracle's reasonable request, the
Alliance Member shall make records available to Oracle to allow to
confirm the Alliance Member's compliance with this Section."
10. Insert the following at the end of Section 5.1:
"The Alliance Member may order local country Technical Support services
for Programs licensed outside of the United 5tates from Oracle's local
country subsidiary under such subsidiary's local Technical Support fees
and policies in effect at the time such services are ordered."
11. Delete the second sentence of Section 7 and insert the following:
"The license fee for Development Licenses shall be equal to Oracle's
standard list license fee in effect when an order is placed.
Notwithstanding the above, the Alliance Member shall be granted a
discount on each Development License ordered of ______*_______ percent
__*__off Oracle's standard list license fees in effect when an order is
placed."
Other than the modifications set forth above, the and the Agreement remain
unchanged, and in full terms and conditions of the Addendum force and effect.
The Effective Date of this Amendment One is July 1, 1996
FILENET CORPORATION ORACLE CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇. ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: V P. Operations Title: Manager - Western Region
Channels Sales Support
* Confidential portion has been filed separately with the Securities and
Exchange Commission.
