AM8_US-GMA-578208_Schedule_OSSS_09-04-23_Finalized.pdf

US-GMA-578208_Amendment Eight Page 1 of 1

ORACLE MASTER AGREEMENT AMENDMENT EIGHT

This Oracle Master Agreement Amendment Eight (this “Amendment”) amends the Oracle Master Agreement_US-GMA- 578208, dated 20-NOV-2015, and all amendments and addenda thereto (the “Master Agreement”) between State of Wisconsin (“You”) and Oracle America, Inc. (“Oracle”).

The parties agree to amend the Master Agreement as follows:

A. GENERAL TERMS

1. By signing below You agree that you are adding the following Schedules to section 2 Master Agreement Term and

Applicable Schedules: Schedule OSSS – Oracle Open Source Support Services.

2. The parties agree to delete “Schedule LVM - Oracle Linux and Oracle VM Service Offerings” from section 2 Master Agreement Term and the current Amendment #2 Schedule LVM – Oracle Linux and Oracle VM Service Offerings with an Effective Date of 19-JAN-2017, and replace with the new Schedule OSSS attached hereto.

Subject to the modifications herein, the Master Agreement shall remain in full force and effect.

{{*efdate_es_signer2}} The Effective Date of this Amendment is _________________________. (to be completed by Oracle)

State of Wisconsin Oracle America, Inc.

{{*_es_signer1_signature }} {{*_es_signer2_signature }} Authorized Signature: _______________________ Authorized Signature: _______________________ {{*_es_signer1_fullname }} {{*_es_signer2_fullname }} Name: ___________________________________ Name: ___________________________________ {{*_es_signer1_title }} {{*_es_signer2_title }} Title: ____________________________________ Title: ____________________________________ {{*_es_signer1_date}} {{*_es_signer2_date}} Signature Date: ___________________________ Signature Date: ___________________________

DocuSign Envelope ID: 1E84D754-999C-4986-BF7D-0375FB3DFF1C

September 28, 2023

Director, Public Sector DMgmtBureau Director

9/26/2023 | 8:14 AM CDT

13-Sep-2023 | 8:28 AM PDT

Cheryl Edgington Elizabeth Hwang

Sup_Oracle Master Agreement Schedule OSSS_v012323_US_ENG Page 1 of 3

Schedule OSSS – Oracle Open Source Support Services

Oracle America, Inc. (“Oracle”) 500 Oracle Parkway Redwood Shores, CA 94065

Your Name: State of Wisconsin

General Terms Reference: US-GMA-578208

The text of Schedule OSSS differs from Oracle's standard Schedule OSSS.

This Oracle Open Source Support Services Schedule (this “Schedule OSSS") is a Schedule to the General Terms referenced above. The General Terms and this Schedule OSSS, together with any other Schedules that reference the General Terms, are the Master Agreement. This Schedule OSSS shall co-terminate with the General Terms.

1. DEFINITIONS

1.1 “Covered Programs” is defined as the specific set of software products listed on the document titled Oracle Linux and

Oracle VM Covered Programs (available at http://www.oracle.com/us/support/library/enterprise-linux-indemnification-069347.pdf) for which You have ordered Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s), including any related program documentation and patches and bug fixes acquired through such Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s).

1.2 “Oracle Linux Service Offering(s)”, “Oracle VM Service Offering(s)” and “Oracle Verrazzano Service Offering(s)” refer to Oracle Linux, Oracle VM and Oracle Verrazzano support services respectively as defined under the Oracle Open Source Support Policies referenced in Section 2.2 below.

1.3 “Oracle Open Source Service Offering(s)” means the Oracle Linux Service Offering(s), the Oracle VM Service

Offering(s), and the Oracle Verrazzano Service Offering(s).

1.4 “Support Term” is defined as the duration for which You have acquired the applicable Oracle Open Source Service

Offering(s).

1.5 “Program Documentation” refers to the program user manual and program installation manuals. Program Documentation may be delivered with the Oracle Linux, Oracle VM and Oracle Verrazzano programs. You may access the documentation online at http://oracle.com/documentation.

1.6 Capitalized terms used but not defined in this Schedule OSSS have the meanings set forth in the General Terms.

2. ORACLE OPEN SOURCE SERVICE OFFERING(S)

2.1. Upon Oracle’s acceptance of Your order, You have the limited right to receive the applicable Oracle Open Source Service Offering(s) solely for Your business operations and subject to the terms of this Schedule OSSS including availability rules and metric definitions set forth in the order and the Program Documentation.

2.2. For purposes of the order, the Oracle Open Source Service Offering(s) consists of Oracle’s technical support services level You may have ordered from Oracle or an authorized reseller for the Oracle Open Source Service Offering(s). If ordered, the Oracle Open Source Service Offering(s) (including initial year and all subsequent years) are provided under the Oracle Open Source Support Policies in effect at the time the Oracle Open Source Service Offering(s) are provided. The Oracle Open Source Support Policies, which are incorporated in this Schedule OSSS, are subject to change at Oracle’s discretion; however, Oracle will not materially reduce the level of technical support services provided during the period for which fees for the Oracle Open Source Service Offering(s) have been paid. Oracle Open Source Service Offering(s) are available for certain systems, and may be subject to additional restrictions as set forth in the Oracle Open Source Support Policies. You should review the Oracle Open

DocuSign Envelope ID: 1E84D754-999C-4986-BF7D-0375FB3DFF1C http://www.oracle.com/us/support/library/enterprise-linux-indemnification-069347.pdf http://oracle.com/documentation

Sup_Oracle Master Agreement Schedule OSSS_v012323_US_ENG Page 2 of 3

Source Support Policies prior to entering into the order for the applicable Oracle Open Source Service Offering(s). You may access the current version of the Oracle Open Source Support Policies at http://oracle.com/contracts.

2.3. The Oracle Open Source Service Offering(s) are effective upon the effective date of the order 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.

2.4. The Oracle Open Source Service Offering(s) provided under this Schedule OSSS are in support of licenses You acquired separately. All patches, bug fixes and other code received as part of the Oracle Open Source Service Offering(s) under this Schedule OSSS shall be provided under the applicable license terms for the Oracle Linux, Oracle VM and/or Oracle Verrazzano program(s) that You have downloaded and/or installed. The Oracle Open Source Service Offering(s) may also include the right to use certain additional software or tools during the Support Term for which fees for Oracle Open Source Service Offering(s) have been paid. The license terms for any such software or tools, as well as any limitations associated with them, will be referenced in the Program Documentation.

3. ORACLE LINUX AND ORACLE VM INDEMNIFICATION

3.1. Provided You are a current subscriber to the Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s), if a third party makes a claim against You that any Covered Programs furnished by Oracle, and used by You for Your business operations infringes its intellectual property rights, Oracle, at its sole cost and expense, will defend You against the claim and indemnify You from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Oracle, if You do the following:

a. Notify Oracle promptly in writing, not later than 30 days after You receive notice of the claim (or sooner if required by applicable law);

b. Give Oracle sole control of the defense and any settlement negotiations; and

c. Give Oracle the information, authority, and assistance it needs to defend against or settle the claim.

3.2. If Oracle believes or it is determined that any Covered Programs may have violated a third party’s intellectual property rights, Oracle may choose to either modify the Covered Programs to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, then Oracle may, upon 30 days notice to You, terminate Your right to receive indemnification for Your further use of the Covered Programs and refund any unused, prepaid service fees, You have paid for the Covered Programs.

3.3. Notwithstanding the above, Oracle will not defend or indemnify You in connection with claims, damages, liabilities, costs or expenses arising out of, or caused by, or related to: (a) Your distribution of the Covered Programs; (b) Your alteration of the Covered Programs; (c) Your use of a version of the Covered Programs which has been superseded, if the infringement claim could have been avoided by using the current version of the Covered Programs; (d) Your use of the Covered Programs outside the scope of use identified in the user documentation or the Oracle Open Source Support Policies; (e) Your use of the Covered Programs when You were not a subscriber to the Oracle Linux Service Offering(s) and/or Oracle VM Service Offering(s); (f) any information, design, specification, instruction, software, data, or material not furnished by Oracle; (g) the combination of any Covered Programs with any products or services not provided by Oracle; (h) Your claim, lawsuit, or action against a third party. For avoidance of doubt, this section 3 specifically excludes, and no indemnification is provided for, the Verrazzano programs. This section provides Your exclusive remedy for any infringement claims or damages, liabilities, costs or expenses.

4. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

4.1. Oracle warrants that the Oracle Open Source Service Offering(s) will be provided in a professional manner consistent with industry standards. You must notify Oracle of any Oracle Open Source Service Offering(s) warranty deficiencies within 90 days from performance of the defective Oracle Open Source Service Offering(s).

4.2. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

4.3. ORACLE DOES NOT GUARANTEE THAT ANY PROGRAMS ASSOCIATED WITH THE ORACLE OPEN SOURCE SERVICE OFFERING(S) (INCLUDING BUT NOT LIMITED TO THE ORACLE LINUX, ORACLE VM OR ORACLE VERRAZZANO 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 THE REPERFORMANCE OF THE DEFICIENT ORACLE OPEN SOURCE SERVICE OFFERING(S), OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT ORACLE OPEN SOURCE SERVICE OFFERING(S) AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT ORACLE OPEN SOURCE SERVICE OFFERING(S).

http://oracle.com/contracts

Sup_Oracle Master Agreement Schedule OSSS_v012323_US_ENG Page 3 of 3

5. LIMITATION OF LIABILITY FOR INFRINGEMENT CLAIMS

For purposes of this Schedule OSSS, the limitation of liability in the General Terms referenced above shall not be construed to limit Oracle’s indemnification obligation or Your exclusive remedy for any infringement claims or damages, liabilities, costs or expenses under Section 3 of this Schedule OSSS.

6. GOVERNING LAW AND JURISDICTION

Notwithstanding anything to the contrary set forth in the General Terms, this Schedule OSSS is governed by the laws of Wisconsin and You and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the federal or state courts in or for Dane County in Wisconsin in any dispute arising out of or relating to this Schedule OSSS.

7. AUDIT

Oracle may audit the State's usage and compliance with the terms of this Agreement no more than once per calendar year. Upon sixty (60) days written notice and at its sole cost and expense, Oracle, or an Oracle appointed accounting firm reasonably acceptable to the State to audit during business hours the number of licenses being used, The scope of the audit by Oracle shall be limited to review of the State's records pertaining to the software licenses under contract and performed at the State headquarters if not remotely, In the event the State has a dispute regarding the quantity of licensed products in use as a result of Oracle's audit, the parties shall negotiate In good faith to resolve and mutually agree upon reconciliation of amounts due to Oracle, if any. The State shall be obligated only to pay for unpaid licenses found to be in use in an amount not to exceed the State's then existing discounted rate structure and for no other costs, fees or penalties.

If the State does not pay, Oracle can end (a) Support Service Offerings (Including technical support), (b) Program licenses ordered under this Schedule P and related agreements and/or (c) the Master Agreement.

Oracle and such auditors shall abide by the confidentiality terms of this Agreement in the care of the State information and abide by the State reasonable security regulations, In addition, a mutual non- disclosure agreement may be requested by the State for Oracle's auditors, which shall not be unreasonably refused by Oracle or its auditors. The State shall have the right to reject the auditor selected by Oracle and request a reasonable replacement mutually agreed to by the parties.

Furthermore, the State shall, but not more than once a year, at any time during normal business hours, and upon reasonable notice and without unreasonable interference with business operations, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Oracle's premises, any of the Oracle's invoices, ordering documents, and support records directly pertinent to this Agreement. Oracle shall provide copies of the data storage media or a computer printout of such if the State so requests. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by Oracle shall not exceed the actual cost to Oracle.

8. ORDER LOGISTICS

8.1. Once placed, Your order shall be non-cancelable and the sums paid nonrefundable, except as provided in the Master Agreement.

8.2. Oracle Open Source Service Offering(s) fees are invoiced in advance of the performance of the Oracle Open Source Service Offering(s); specifically, Oracle Open Source Service Offering(s) fees are invoiced either quarterly in arrears or annually in advance at your sole discretion. The period of performance for all Oracle Open Source Service Offering(s) is effective upon the effective date of Your order.