How to review Oracle Contracts, Analysis, Compliance, Negotiation. Training, Oracle Ordering Document, Oracle Master Agreement, OMA Video recording is available - https://app.livestorm.co/redress-compliance

1. Oracle Contract
Management Training,
Let’s start from the
beginning

2. Normal Oracle Contracts
Oracle Ordering
Document
Oracle Master
Agreement (OMA)
Oracle Support Policies
| Dynamic/URL”

3. How do you buy Oracle Software?
From Oracle Webshop
(very rare, only low cost software)
From Oracle Directly
(most of their business is done this way 70%+)
From resellers
(Technical partners often, not large resellers) –
partners have 30% discount always. Other discounts
is purely up to negotiation skills/expertise.
1
2
3

4. Partner Oracle Contracts
ASFU - contract
ESL-contract
Proprietary Application
Hosting

5. What do you buy?
You don’t buy a product,
you buy the right/license to
use Oracle software. “rights
granted”.
You buy Oracle license
Perpetual / 1-5 years and
support for 1 year forward.
You usually negotiate
new license terms with
every purchase.

6. How much does Oracle Software Cost?
Oracle
sometimes hide
discounts on
quotes, verify
discount by going to
the public price list.
$ %
The price list is
available On
Oracle website
(USD) - Price is
almost the same
everywhere.

7. Here is the Oracle Price list
https://www.oracle.com/assets/technology-price-list-070617.pdf

8. Here is the Oracle Price list
https://www.oracle.com/assets/technology-price-list-070617.pdf

9. Here is the Oracle Price list
https://www.oracle.com/assets/technology-price-list-070617.pdf

10. Which agreements will you need to sign when
purchasing Oracle software?
a) Ordering Doc
b) OMA c) Both

11. What does Oracle contract “OMA” stand for?
a) Oracle
Licensing
Agreement
b) Oracle Master
Agreement

12. In which contract can you find metrics and
quantities?
a) OMA b) Oracle Ordering
Document

13. Which agreements do you sign when you buy?
Almost everybody buys on a license agreement
“Oracle Ordering Document” this agreement
exists for every new order
You also sign an Oracle OMA (in the past they were
called OLSA) - They are usually valid for a few
years and they contain a few master terms. But if
you negotiate terms per purchase the terms on the
ordering document over-rules the OMA.

14. End result of Oracle contract model
• Companies can up to hundreds of different licensing
agreements.
• Companies can have different terms and contracts. (one
database contract can have different terms than other
database contracts
• Depending on when you bought the Oracle software it
has different licensing rules.
• Many Oracle contracts are open for interpretation
(vague)
4 important facts
about Oracle
contracts
4

15. What is in the OMA?
General
TERMS
Schedule H
– Hardware
Schedule P
– Program
(our focus
today)
Schedule C
– Cloud
Services
Schedule L
– VM
OMA

16. It contains general terms for
purchase of both
software/programs and
hardware.
It contains contract terms
“rights granted” your license
rights
Use Oracle Software . “strictly internal
business purposes”.
Use: You may allow your agents and
contractors to use Oracle Software.
(including contractors and outsourcers)
Use: You may Oracle Software to
interact with suppliers and customers.
1
2

17. What is NOT allowed
It is not
allowed to
share licenses
with another
company It is not
allowed to use
for external
business
(Building SaaS
for external
companies)

18. It gives you trial
usage of Oracle
products Support
Links
Dynamic link to Oracle
support polices that
can change at any
time!
It provides a technical support (the
annual increase)
Oracle support increases every year, how
much depends on what is in the
agreement. In some countries its as high
as 10% - but normally 3-5% .
It provides the rule
saying you must keep
matched levels of
support
It contains the audit
clause.
How many days
notification, how the
audit should be
conducted.
3
4
5
6
7
What else is in the OMA?

20. Our last thoughts on the Oracle OMA
• Oracle are often not willing to negotiate the
OMA, but far more likely to negotiate license
terms per order.
• A large Oracle customer may have hundreds
of Oracle Ordering Documents and 10-20
different OMA and OLSAs. All contain
different terms.
• You can allow contractors and oursourcers to
use your Oracle Software, as long as they
are “agents” and have signed a contract with
you.
• Oracle usually wants to treat this as a
“standard, auto-accept, auto-sign” - please
review document and ask for a copy at least
30 days before you make any purchase.
• Don’t call Oracle and make a purchase
immediately as it may impact future license
rights. (Control Sourcing/IT) avoid signing
OMAs without review.
• If you know your OMA has a contract term
that you do not like, next time you make a
purchase try to renegotiate the old OMA or
specific/new license term on the specific
ordering document.

21. Questions

22. How do most companies buy Oracle Software?
a) Reseller
b) Direct
from Oracle
c) Oracle
webshop

23. If the discounts on the Oracle proposal are
hidden, how can you find out the real discount?
a) Ask Oracle
b) Look at
public price
list and count
backwards
c) Its
impossible

24. What does the standard audit clause say about 45
days?
a) That you must
start the audit
within 45 days
b) That you must
acknowledge the
audit letter within
45 days
c) That the
audit must be
completed
within 45 days

25. How is the Oracle OMA locking-in companies in
future support costs?
a) It increases the
support costs
every year by a
contractually
agreed %
b) It increases the
support costs every
year by a
contractually agreed
% and stops partial
termination

26. What is the Oracle Support fees based on?
a) List price for
products
b) Net license fees
paid

27. Your check list before signing any new Oracle
Master Agreement (OMA)
Do we already have an active
OMA to reference? Make sure
Oracle don’t make a mistake to
give you a new OMA when you
make a small purchase.
The new OMA has more
language about running
Oracle Audit
measurement tools, try to
remove it by negotiation.
You can negotiate the
audit clause and increase
the days from 45 to 90
(easy)
You can negotiate the
audit clause so Oracle
does not audit you within
1-3 years (easy-difficult)
You can negotiate the 30
day remedy/pay fees if
there is a license gap in
an audit.
You can negotiate a lower
cap to your support
increase
You can negotiate the trial
– extend that from 30
days to 90 days.

28. Oracle Licensing Agreements

29. Page 1: Oracle Ordering Document
1. Your name: Legal entity / State of Kansas
2. Agreement name: OLSA/OMA – under which
master agreement are these licenses purchased?
3. Description and Fees for Ordered Programs and
Services – This is licenses and 1 year of support
fees.

30.  Licenses
 Perpetual/TERM?
 Quantities:
 Price per product & Discount levels.
Page 3: Product Description / License Type

31. Page 3: Product Description / License Type

32. Page 4: General Terms
Commence date – you have the right to use Oracle
software immediately as you sign. – normally don’t
negotiated (standard term)
Fees, invoicing, payment obligation – you are obliged to
pay the funds – normally don’t negotiated.
(standard term)
Delivery and installation – Oracle software is delivered
electronically (downloaded) (normally don’t negotiated)

33. Page 4: General Terms
Source code – Normally not negotiated
Segmentation – Oracle never mix licensing and consulting
Order of precedence – Oracle here says Ordering
document has precedence over OMA.

34. Customer reference – negotiable, should be used to obtain
better negotiation results
Territory – must be negotiated, should be worldwide, this
determines where you can physically deploy oracle software
Server express – some limited use text for licensing
(limitation) – NOT STANDARD.
Page 5: General Terms, Others

35. Limited Use – Can only be used with specific applications
Technical Support Cap – Cap on support increases for this
order only
Other – not sure what it means!
Page 5: General Terms, Others

36. Summary – Contract Review
1. No customer definition
negotiated.
2. Only US territory
deployment rights.
3. Limited use clause
4. Other is open for
interpretation.
5. They negotiated a cap rate
on the support costs saving
4% every year – total savings
first 3 years is 13 000 $
6. No license flexibility terms
negotiated.

37. When is a good contract better than a bad one?
Same products
All majority owned subsidiaries
Worldwide usage
Right to license test and dev with 10 users
instead of 25.
No new Oracle audit for 5 years
40% discount
Same products
All majority owned subsidiaries
Worldwide usage
Right to license test and dev with 10 users
instead of 25.
82% discount
Limited use specific application
Question: Is price everything?

38. Which contract term tells me which entities can
use & access the Oracle software
a) Customer
definition
b) Other

39. Where are usually the “limitation” clauses in the
Oracle contracts?
a) OMA, Other b) Oracle Ordering
Documents - Other

40. Can i share Oracle licenses with other
companies?
a) No b) Yes, if they are at
an outsourcer

41. Can I build a SaaS with Oracle licenses offer it to
external companies?
a) No b) Yes

42. Before I move my Oracle licenses to the cloud.
Which contract clause do I need to review?
a) Customer
definition, other
b) Territory, other

43. 3 steps to perform Oracle Contract Compliance Review
Review #1
Customer definition: This is
which legal entities may use and
access the Oracle Software.
Why focus on it: It must be as wide as
possible (all majority owned
subsidiaries) - big contract
compliance issue for Oracle software.
Action: Review your licensing
agreements understand is it only the
purchasing entity that can use Oracle
software? If you don’t have all
majority owned subsidiaries then you
have a big compliance risk:
Review #2
Territory: Review your territory
clause, are you following the rights
and only deploying Oracle in that
specific country? If you are
deploying oracle elsewhere this is a
big compliance risk.
Action: Review deployment of your
Oracle software and match it to your
contracts.
Review #3
Limitations: Review all
agreements for “limited use” or
“others”.
Action: Make sure you don’t have
any limitations, if you do please take
necessary further investigations

44. Central vs Localized
Contracts

45. Buy on subsidiary level = RISK only be using it on one
entity
Buy on corporate level=
YOU CAN USE IT ON ALL SUBSIDIARIES

46. Global company and we buy Oracle in each
country is that a good/bad thing?
• Greater risk for error in licensing agreements
(limitations)
• Commercial terms will not be as good as purchasing at
parent level.
• Do you want to have vendor relationship with Oracle in
many countries?
• Oracle will gain audit right in the local country. Buy
centrally and you will not be audited in several countries.
Four reasons why
you should not buy
Oracle on
subsidiary level
4

47. Check list for Oracle Contracts
1. Include all
majority owned
subs
2. Always
have
worldwid
e usage
territory
3. Always
negotiate
technical
support rates
4. Check for
limited use - if they
exist try to remove
it next time you buy
anything
DONT WORRY!
If your customer definition or
territory is wrong, you can ask
oracle to change it "free of
charge“ if you buy new
software or cloud services.

48. Buying Locally: Oracle "Frame Agreement"
Fixed pricing (discount that subs can purchase off)
Bad: oracle can audit locally.
YOU CAN
NEGOTIATE A
FRAME
AGREEMENT
It usually includes a negotiated OMA
Then subsidiaries can purchase on those terms

49. Oracle Support Renewals

50. Facts about Oracle Support
• It is a back office function at Oracle. (more and more is being moved to
Romania and India)
• Your account manager / sales reps doesn’t care about it, they are only
compensated on new license and cloud sales.
• Oracle has 95% margins on support.
• Support is based on net licenses paid. The more discount on licenses the more
discount on support.
• You will see same products on different support contract it means that some
contracts got better discount than others.
• Support Renewals team don’t have much mandate to negotiate and if you look
for a 20-50% reduction its impossible.
Page 50

51. #1 Making you pay support for unused licenses.
“All or nothing”
Need to terminate
“unused” licenses if you
don’t want to pay support
for them
End results: many
customers don’t terminate
support and are paying for
“unused software”

52. You often need to
terminate huge
amounts of licenses to
make any saving at all.
Almost every large
company have this
issue (often as high as
30% of all Oracle
Software.
#2 Making you pay support for unused licenses.
Support:
Support is discounted the same as licenses, so
Example: Purchase 50x CPUs with 50% discount on licenses AND Support.
Net support would be 50x 9900 $ (listprice) x 0,5 (discount) = 247 500 $
4 YEARS LATER
You wish to terminate 25 of those processors of WLS Suite.
Oracle will NOT quote you 247 500 / 2 = 123 750 $
Oracle will quote you: 25x 9900 $ (listprice) = 247 500 $ (minus any e-business discounts
usually 5-10%)

53. Simplifying support renewals
• You may have 50-100 different CSIs each with
different support renewal quotes.
• Advise: Consolidate the support renewals to 1
date and one invoice.
• It will not become 1 contract you can still do CSI
termination
• Benefit: far less e-mails from
Oracle and less admin.

54. When is a good contract better than a bad one?
You may have 100x CPUs of Oracle
Software (DB EE) and that support is
300 000 €
Then you have 200x CPUs of Oracle
Software (DB EE) and that support is
250 000 €
Question: Why is the pricing different?

55. Which contract term stops me from leaving some
contract unsupported (same product set)
a) Oracle
Ordering
Document,
Technical Support
b) OMA, Technical
support policies >
matching support
policies

56. Usually if I make a 25% termination of my licenses
will my support go down?
a) NO, because? b) Yes, because?

57. License assignment & license
migration

58. License Assignment
License Assignment Document - What is it?
Used to assign licenses from one entity to another.
Both entities need to sign to make the assignment.
How do you do
it ?
Contact oracle -
need their approval
unless you have
contract right.
When do you do
it?
Sell off a
company,
internal re-org

59. When do you do a license assignment?
• Internally moving licenses within your company
structure.
• When you are divesting or acquiring companies.
• When you want to consolidate all licenses to one
specific company (parent, or IT contracts entity)
• Can be used to remove unused software from support
agreements.
Four reasons for
doing a license
assignment
4

60. License Migrations
Migration document - What is it?
Its when you upgrade
licenses.
Its when you change
license metrics.
How do you do
it ?
Contact oracle
usually always
approved.
Amendment.
When do oracle
use it?
New terms on
contract.
You need to sign it and
usually accept new
OMA.

61. License Migrations
When do you do it:
• When you want to switch from NUP to CPU or
vice versa.
• Upgrade from standard edition to enterprise
• Other license migrations (upwards - not
downwards)

62. When do perform a license migration?
• When you want to use standard edition towards
enterprise (technology)
• When you want to change from NUP to CPU licensing or
vice versa
• When you have old license metrics that makes no sense
to keep. (many old ones are good!)
• When you want to move around Oracle support rules on
partial termination. (don’t tell Oracle this)
Four reasons for
asking for a license
migration.
4

63. Can you always do a license assignment?
a) Yes b) No

64. Can you migrate Enterprise licensing to Standard
Edition?
a) Yes b) N

65. If you perform a license migration, what will be the
benefits?
a) My support
costs will go down
b) I will sign a new
license agreement

66. Toolkit for contract managers

67. Toolkit for signing new contracts
2
3
4 5
6 7
Customer
definition:
Negotiate all
majority
owned
subsidiaries to
be put on the
contract
Territory
Make sure you
have worldwide
usage
deployment
rights.
Technical
Support caps
Make sure you
negotiate as
small increase
as possible on
future support
costs.
Extended Support
If you don’t upgrade Oracle
Software in the pace Oracle
wants, the products will move
from premier to extended
support and then the
increases will be 10-20%.
Make sure you negotiate a
waiver from that.
Remove limited use
clauses, unless you are
absolutely certain you are ok
with it and can manage it in
the future.
There are around several hundreds of
contract items that provide benefits on
licensing such as test and dev,
archieving, backup. They are not part
of the current licensing agreement,
you must have expertise from
someone who knows Oracle
contracts well in order to build your
licensing agreement.
1
Save a copy of
the licensing
agreements on
your company
servers, archive
them. Don’t loose
them if you got
hold of all the
agreements from
Oracle.

68. Toolkit for improving your contract management
1. Contact Oracle to
request a full license
inventory
2. Next step ask Oracle for full
copies of all the licensing
agreements (ODs + OMA)
3. Review your contracts
towards your actual
deployments.
4. Understand if there is
any risk with contracts.
5. Are you going to purchase
anything new from Oracle?
Good time to renegotiate
older agreements with Oracle.
6. If no new purchase, if you
take the contract risk
seriously you can/should
consider entering a
negotiation to fix the
agreement for a payment.
(license upgrade)

69. Questions?