DON_ULA_EUOD_050918.docx

Exhibit A

5450 Carlisle Pike, PO Box 2020, Mechanicsburg, PA 17055

CONTRACT INFORMATION

End User License Agreement: Department of the Navy Oracle Enterprise Software License Terms and Conditions (Attachment 1 to this Exhibit A) and Contract # between the Department of the Navy and [name of winning reseller] (the “Contract”) (Attachment 1 and the Contract, collectively, the “EULA”).

This End User Ordering Document (“EUOD”) incorporates by reference the terms of the EULA specified above. The defined terms in the EULA shall have the same meaning in this EUOD unless otherwise specified herein. For purposes of this EUOD, “You”, “you”, “Your”, or “your” shall mean The Department of the Navy.

This EUOD is valid through May 31, 2018 and shall become binding upon 1) express incorporation, by you, as an attachment, into the Schedule of your order with (“ ”) and 2) express acceptance by . (winning reseller to be inserted)

The Effective Date of this EUOD is May 31, 2018.

A. PROGRAMS, MEDIA PACKS, AND SERVICES

You have ordered the program licenses described below and technical support services as described in section B.7.a below. Listed below is a summary of net fees due under this EUOD. These fees are exclusive of any applicable shipping charges or applicable taxes.

All fees on this EUOD are in U.S. dollars.

1. Unlimited Deployment Programs The programs designated below are for use on an unlimited number of Processors and by an unlimited number of Named User Plus users during the Unlimited Deployment Period (as defined in section C.1.a below), subject to certification process as set forth in section C.1.b below and all other terms and conditions of this EUOD (each such program being referred to as an “Unlimited Deployment Program” and collectively as the “Unlimited Deployment Programs”).

[footnoteRef:2]Oracle Database Standard Edition 2 – Processor Perpetual [2: With respect to certification of license of Oracle Database Standard Edition 2 – Processor Perpetual program specified in section A above, you may include as part of your Certified Deployment (as defined in section C.1.b below) Oracle Database Standard Edition One – Processor and Oracle Database Standard Edition – Processor licenses installed and running (or otherwise in production use) by you as of the date on which the Unlimited Deployment Period ends. ]

Unlimited

2. Quantity Based Programs The programs below designated with two asterisks (“**”) are licensed for the quantity of the License Type indicated in such table(s) for your use, subject to the terms and conditions of this EUOD and the EULA (the “Quantity Based Programs”), and are not Unlimited Deployment Programs or included in your Unlimited Deployment Right (as such terms are defined in Section C.1.a below).

3. Total Fees

B. GENERAL TERMS

1. Authorized Licensee: “You”, “you”, and “your”: refers to the United States Department of the Navy (“DON”). 32 CFR 700.203(b) states that DON “is composed of the following: (1) The Office of the Secretary of the Navy; (2) The Office of the Chief of Naval Operations; (3) The Headquarters, Marine Corps; (4) The entire operating forces, including naval aviation, of the Navy and of the Marine Corps, and the reserve components of those operating forces; (5) All field activities, headquarters, forces, bases, installations, activities and functions under the control or supervision of the Secretary of the Navy; and (6) The Coast Guard when the Coast Guard is operating as a service in the Navy.” 32 CFR 700.204 states that the principal elements of DON (“PEDs”, and each a “PED”) are: “(a) The Department of the Navy consists of three elements[:] the Navy Department, the Operating Forces of the Navy and the Marine Corps, and the Shore Establishment[;] (b) The Navy Department refers to the central executive offices of the Department of the Navy located at the seat of Government. The Navy Department is organizationally comprised of the Office of the Secretary of the Navy, the Office of the Chief of Naval Operations, and the Headquarters, Marine Corps. In addition, the Headquarters, Coast Guard, is included when the Coast Guard is operating as a service in the Navy[;] (c) The operating forces of the Navy and the Marine Corps comprise the several fleets, seagoing forces, Fleet Marine Forces, other assigned Marine Corps Forces, the Military Sealift Command and other forces and activities that may be assigned thereto by the President or the Secretary of the Navy[; and] (d) The shore establishment is comprised of shore activities with defined missions approved for establishment by the Secretary of the Navy.” For purposes of this EUOD, Authorized Licensee does not include:

a. U.S. Navy Bureau of Medicine;

b. any entity for which DON is serving as a DoD Executive Agent pursuant to DoD Directive 5101.1, DoD Executive Agent, including but not limited to Defense Activity for Non-Traditional Education Support; Defense Human Immunodeficiency Virus/Acquired Immune Deficiency Syndrome Prevention Program; Defense Resources Management Institute; Development and Maintenance of the “Catch a Serial Offender” Program Server and Searchable Database; Force Protection of Military Sealift Assets; High School News Service; Maritime Domain Awareness; Non-Lethal Weapons; and Printed Circuit Board and Interconnect Technology;

c. any entity for which the DON is serving as a DoD Combatant Command Support Agent (CCSA) pursuant to DoD Directive (DoDD) 5100.03, Support of the Headquarters of Combatant and Subordinate Unified Commands, including but not limited to HQ U.S. Pacific Command, HQ U.S. Forces Japan, HQ Alaskan Command, and HQ Special Operations Command Pacific and subordinate unified command headquarters thereunder; AND

d. any entity or successor/reorganized entity for which the Department of the Navy Special Access Program Central Office is/or becomes the oversight authority or cognizant authority in accordance with DoD Directive 5205.07, Special Access Program (SAP) Policy.

2. Definitions

“[DBA name of winning reseller]” shall mean [formal name of winning reseller].

3. Commencement Date For all program licenses the commencement date is the effective date of this EUOD. The period of performance for all services is described in section B.7.a below.

4. Territory The program licenses described in sections A.1 and A.2 and the technical support services described in section B.7.a may be installed and are for use anywhere in the United States and at any U.S. Government civilian or military installation or work site outside the United States, including but not limited to in or on any ship, submarine, aircraft, drone, missile, weapon, or satellite owned by the United States, regardless of where the software was acquired.

5. Fees, Invoicing, and Payment Obligation

a. The sums paid for fees under this EUOD shall be non-refundable, unless the parties mutually agree that an error exists that requires a correction to the fees under this EUOD.

b. License fees are invoiced as of the commencement date. Service fees are invoiced after the performance of service; specifically, technical support fees are invoiced quarterly in arrears, except for back support fees which are due Net 30 from the effective date of this EUOD.

c. In entering into payment obligations under this EUOD, you agree and acknowledge that you have not relied on the future availability of any program or updates. However, (i) if you order technical support for programs licensed under this EUOD, the preceding sentence does not relieve Oracle of its obligation to provide such technical support under this EUOD, if-and-when available, in accordance with Oracle’s then current technical support policies; and (ii) the preceding sentence does not change the rights granted to you for any program licensed under this EUOD, per the terms of this EUOD and the EULA.

d. The back support fee amount as of 31-MAY-2018 is reflected in the table(s) located in section A and represents an estimate of the back support fee. The actual back support fee will be processed as of the effective date of this EUOD.

6. Delivery and Installation

a. 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 the programs in section A. Through the Internet URL, you can access and electronically download the software and related documentation for each program listed in section A. Provided that the programs listed in section A have been continuously maintained under technical support, you may continue to download the software and related program documentation for the programs listed in section A. Please be advised that not all programs are available on all hardware/operating system combinations. For current program availability please check the electronic delivery web site. You agree and acknowledge that Oracle is under no further delivery obligation under this EUOD, electronic download or otherwise.

b. Oracle shall not be responsible for installation of the software.

7. Technical Support and Technical Support Caps

a. The technical support fees due under this EUOD are the sum of (i) the technical support fees for the new program licenses specified in section A.1 for the support period that commences on May 31, 2018 through May 30, 2019; (ii) the technical support fees for the Converted and Replaced Licenses (as defined in section D.1. below) and the Migrated Licenses (as defined in section F.2.a below) and the Previously Acquired Licenses (as defined in section F.1 below) and the Restated Licenses A (as defined in section F.2 below) for the support period that commences on the day following the last Term End date for each CSI Number listed in the table in section B.7.b through May 30, 2019; and (iii) the back support fees for the Converted and Replaced Licenses, Migrated Licenses, Previously Acquired Licenses, and the Restated Licenses A for the support period commencing on the day after the last day of ordered technical support and ending on May 30, 2018.

b. You agree and acknowledge that (i) the technical support fees for the Converted and Replaced Licenses, Migrated Licenses, the Previously Acquired Licenses, and Restated Licenses A associated with the CSI Numbers set forth in the attached Invoices Exhibit are due and remain due in accordance with the terms of the order and/or the agreement under which they were acquired as these fees are consideration for the technical support provided through the Term End Date; and (ii) acceptance through express incorporation of this EUOD, by you, as an attachment in the Schedule of your order with does not relieve you of the obligation to pay the technical support fees.

c. Notwithstanding anything to the contrary in the EULA, Software Update License & Support (or any successor technical support offering to Software Update License & Support, (“SULS”)) for the programs listed in section A of this EUOD may be renewed annually and, if you renew such Oracle technical support, then the annual technical support fee for the first renewal year shall be if you renew through . If you renew subsequent technical support through , for the second, third, and fourth renewal years of technical support the annual fee will not increase by more than 0% over the prior year’s fees. At any time, you may renew technical support directly with Oracle, and the annual renewal fees shall be calculated based on Oracle's then-current technical support policies.

d. The technical support fees and caps set forth in the preceding sentences are granted, provided that, (1) with respect to each technical support renewal year that occurs during the Unlimited Deployment Period (as defined in section C.1.a below), you renew the Total Support Stream, and (2) all technical support purchase orders are issued to the Contractor on or before the renewal date specified in the technical support renewal order issued by the Contractor. If the Total Support Stream is not renewed during the Unlimited Deployment term, all the annual technical support fees shall be calculated in accordance with Oracle’s standard Software Technical Support Policies in effect at the time of the renewal.

e. If technical support is not purchased for all licensed programs or technical support orders are not issued within the timeframe described in the preceding paragraph, then the support caps described in section B.7.c are void for all technical support renewal contracts (for the current renewal year and any subsequent renewal year(s) if applicable), and all the annual technical support fees shall be calculated in accordance with Oracle’s standard Software Technical Support Policies in effect at the time of the renewal.

f. Notwithstanding anything to the contrary in this section B.7, the technical support fees owed by you for the program licenses acquired under this EUOD may increase as a result of your reorganization in accordance with section C.2 of this EUOD and/or the inclusion of Omitted Licenses in accordance with section D.2 of this EUOD.

g. Each technical support order placed pursuant to this section will be subject to the EULA.

8. Total Support Stream For purposes of this EUOD, the “Total Support Stream” shall mean: (i) the technical support for the program licenses specified in section A .1 and Restated Licenses A; (ii) the technical support for the Converted and Replaced Licenses (as defined in section D.1 below); (iii) the technical support for the Previously Acquired Licenses as defined in section F.1 below; (iv) the existing technical support for the Migrated Licenses (as defined in section F.2.a below); and (v) technical support for all Oracle programs licensed as a result of your reorganization as described in section C.2 below.

9. Waiver of Extended Support Fees Any technical support fees for Extended Support offering purchased by you for any versions of the Unlimited Deployment Programs which are under Extended Support shall be waived during the Unlimited Deployment Period (as defined in section C.1.a below) provided SULS has been acquired for such program licenses, and such Extended Support is generally available. For the avoidance of any doubt, this provision does not alter the annual technical support fees due and payable under the terms of this EUOD. Extended Support is provided under the Oracle Software Technical Support Policies in effect at the time the services are provided.

10. Source Code Source code may be part of the standard delivery for particular programs; all source code delivered is subject to the terms of the EULA, EUOD, and program documentation.

11. 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 that you may receive or have/has 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.

12. Order of Precedence In the event of any inconsistencies between the EULA and this EUOD, the EUOD shall take precedence. The EULA and this EUOD will control over the terms contained in any purchase order or non-Oracle ordering document.

C. UNLIMITED DEPLOYMENT

1. Unlimited Deployment Right

a. General. In consideration of the payment to of the license and technical support fees specified in section A, for five (5) years from the effective date of this EUOD (or such earlier period as set forth below in sections C.1.c or C.2) (the “Unlimited Deployment Period”), you will receive the right to use the Unlimited Deployment Programs on an unlimited number of Processors and by an unlimited number of Named User Plus users (the “Unlimited Deployment Right”), provided that (i) deployment is limited to A) hardware that is either owned or leased by you and/or B) hardware that is owned by Oracle or third parties, cloud hosting providers, and/or offered as a service by a third party (collectively the “3rd Party Cloud Providers”)(collectively the “3rd Party Cloud Environments”); (ii) your use of such Unlimited Deployment Programs shall be in compliance with the terms of the EULA and this EUOD, and (iii) you continuously maintain the Total Support Stream. You shall request your 3rd Party Cloud Providers to provide you with monthly deployment data regarding the Unlimited Deployment Programs. Deployments by 3rd Party Cloud Providers will be accomplished via the Memorandum of Understanding (MOA) process, as determined and outlined solely by DON.

On the fifth (5th) anniversary of the effective date of this EUOD (or earlier as set forth below in sections C.1.c or C.2), the Unlimited Deployment Period and the Unlimited Deployment Right shall terminate, and within thirty (30) days of such fifth (5th) anniversary (or earlier as set forth in sections C.1.c or C.2) (the “Certification Date”), you, and Oracle shall follow the certification process set forth in section C.1.b below.

b. Certification Process. On the Certification Date (or Accelerated Certification Date (as defined below), if applicable), you shall furnish and Oracle with a certification signed by an appropriately warranted contracting officer of DON verifying the quantities of the applicable license type(s) for each Unlimited Deployment Program (limited to the license type accompanying each Unlimited Deployment Program listed in section A) installed and running (or otherwise in production use as measured and allowed by each respective license type) by you as of the date on which the Unlimited Deployment Period ends (such certified quantity, the “Certified Deployment”). With respect to certification of license of Oracle Database Standard Edition 2 – Processor Perpetual program specified in section A above, you may include as part of your Certified Deployment (as defined in section C.1.b below) Oracle Database Standard Edition One – Processor licenses installed and running (or otherwise in production use) by you as of the date on which the Unlimited Deployment Period ends.

Notwithstanding the above, you may not include in the Certified Deployment any Processors of the Unlimited Deployment Programs installed and running in a 3rd Party Cloud Environment, except as permitted pursuant to the following terms:

(1) For purposes of this EUOD, only Unlimited Deployment Programs that are deployed in 3rd Party Cloud Environments that technically permit you to measure and report to Oracle the number of virtual cores (as defined below) or vCPUs, as applicable, on which the Unlimited Deployment Programs are installed and running in accordance with the terms of this section (each such 3rd Party Cloud Environment being referred to as an “Included Cloud Environment”) may be included in your Certified Deployment.

(2) For the purposes of determining the quantity of Processor licenses of the Unlimited Deployment Programs in an Included Cloud Environment under this section, the following shall apply:

(i) If the Included Cloud Environment has enabled hyper-threading, two (2) vCPUs shall be equivalent to one (1) Oracle Processor license; and

(ii) If the Included Cloud Environment has not enabled hyper-threading, one (1) vCPU or virtual core, as applicable, shall be equivalent to one (1) Oracle Processor license.

(3) For the purpose of counting Processors for the Unlimited Deployment Programs installed and running in an Included Cloud Environment, the quantity of Processors included in the Certified Deployment shall equal the monthly average of the number of Processors of Unlimited Deployment Programs installed and running in the Included Cloud Environments within the 12 month period immediately prior to the date on which the Unlimited Deployment Period ends with the limitation that the number of Processors deployed in Included Cloud Environments that may be included in the Certified Deployment count shall not exceed 50% of the Certified Deployment’s total quantity (such subset of the Certified Deployment being referred to as the “Certified Cloud Deployment” hereinafter).

(4) For purposes of this section, a “virtual core” is a full core in a non hyper-threaded environment.

For all user-based programs, including but not limited to Oracle Database Personal Edition, your certification of use must include only Named User Plus users who have accessed the applicable Unlimited Deployment Program(s) within the 12 month period immediately prior to the date on which the Unlimited Deployment Period ends (such 12 month period, the “Counted Access Term”); any Named User Plus users who may have accessed the applicable Unlimited Deployment Program(s) prior to the Counted Access Term but not at least once during the Counted Access Term may not be included in your Certified Deployment.

On the date the Unlimited Deployment Period ends, your quantity of licenses of the Unlimited Deployment Programs shall be fixed and limited as set forth in the Certified Deployment. As part of the certification process under this section, you agree to provide and Oracle with such additional information and assistance as may be reasonably requested by and/or Oracle to validate the information contained in the Certified Deployment.

c. Breach of Unlimited Deployment Terms. Upon the date that you first fail to meet any of the conditions specified in section C.1.a above (the “Non-Compliance Date”), then the Unlimited Deployment Period and the Unlimited Deployment Right shall immediately terminate, the Certification Date shall be accelerated to 30 business days after the Non-Compliance Date (the “Accelerated Certification Date”), and you, and Oracle shall follow the certification process set forth in section C.1.b above.

You shall not be entitled to any credit or refund as a result of such termination of the Unlimited Deployment Period. If your non-compliance is due to failure to maintain the Total Support Stream, your program licenses after the Non-Compliance Date and all de-supported licenses will be subject to Oracle’s technical support pricing and policies in effect on the Non-Compliance Date.

d. End of Unlimited Deployment Period. Following the end of the Unlimited Deployment Period, your use of the programs licensed and certified pursuant to the certification process set forth in section C.1.b will continue to be in accordance with the EULA and this EUOD. Following the end of the Unlimited Deployment Period, and regardless of the quantity of program licenses in your Certified Deployment, your annual technical support fee for the programs licensed under this EUOD shall be based on but shall in no event be less than the annual technical support fee you paid for such program licenses at the support renewal immediately prior to the end of the Unlimited Deployment Period.

If at any time after the end of the Unlimited Deployment Period your use of the programs licensed and certified pursuant to the certification process set forth in section C.1.b exceeds the Certified Deployment, then you must either 1) acquire additional licenses and technical support for such program(s) for such exceeded use in accordance with Oracle’s then current prices and policies or 2) immediately cease use of such excess quantity and work with Oracle in good faith to determine the scope of such excess use.

If at any time after the end of the Unlimited Deployment Period your use of the programs licensed and certified pursuant to the certification process set forth in section C.1.b decreases such that such use is below the Certified Deployment, you shall not be entitled to a refund or credit of any license and/or technical support fees paid under this EUOD.

e. Restriction on Assignment. Notwithstanding anything to the contrary in the EULA, during the Unlimited Deployment Period you may not assign the licenses of the Unlimited Deployment Programs acquired under this EUOD, or give or transfer an interest in them to another individual or entity.

2. Your Reorganization

a. If you assume responsibility for another military department, federal agency or entity, including but not limited to assignment as an Executive Agent or CCSA, the additional military department, federal agency and/or entity shall be included in your Unlimited Deployment Right for the remainder of the Unlimited Deployment Period, subject to the terms and conditions of this EUOD, and the EULA PROVIDED THAT, (i) you have continuously maintained the Total Support Stream, and (ii) the additional military department, federal agency or entity is required to convert and replace all of its licenses of any versions or releases of the Unlimited Deployment Programs in accordance with Oracle’s then current migration and technical support policies (including reinstatement fees and/or back support fees if technical support has lapsed), (iii) you and work together with Oracle to execute an amendment to this EUOD, that 1) adds additional license and technical support fees as agreed to by the parties and 2) adds the annual technical support fee for the additional military department, federal agency or entity’s converted and replaced licenses to the Total Support Stream.

b. If a PED is transferred to another agency (“Transferred Entity”), then upon written notice to and Oracle such Transferred Entity may use a portion of the licenses of the Unlimited Deployment Programs acquired under this EUOD during the Unlimited Deployment Period for up to six (6) months following the transfer date (the “Transfer Period”), provided that: (i) the Transferred Entity agrees in writing to the terms and conditions of the EULA and this EUOD; and (ii) the Transfer Period shall not extend beyond the Unlimited Deployment Period (i.e., the Transfer Period shall terminate at the end of the Unlimited Deployment Period). During the Transfer Period. The Transferred Entity may use the programs only for your mission, business, or operations as limited in section B.1 above. At the end of the Transfer Period, the Transferred Entity shall have no rights under this EUOD. If the Transferred Entity wishes to continue its use of the Unlimited Deployment Programs beyond the Transfer Period, the Transferred Entity must acquire licenses and technical support for the same (in accordance with Oracle’s then current prices and policies) pursuant to a mutually agreeable license agreement and ordering document with Oracle or an authorized Oracle reseller, which will govern its use of the programs.

c. Should you be subsumed by another agency during the Unlimited Deployment Period (“Parent Agency”), the Unlimited Deployment Right shall not terminate early as set forth above provided:

In the event that you do not follow the provisions of (i) – (vi) above, the provisions of C.1.b and C.1.c shall apply.

d. Should you be dissolved or any of your department, agencies or entities be transferred to multiple agencies, then the Certification Date shall be accelerated to thirty (30) business days after the dissolution date (the “Accelerated Certification Date”), and you, and Oracle shall follow the certification process set forth in section C.1.b above. You shall not be entitled to any credit or refund as a result of such early termination of the Unlimited Deployment Period.

D. CONVERTED AND REPLACED LICENSES

1. General. In connection with the Unlimited Deployment Right granted under this EUOD all licenses of any versions or releases of the Unlimited Deployment Programs that were acquired by you prior to the effective date of this EUOD shall be converted and replaced with licenses of the applicable Unlimited Deployment Programs subject to this EUOD and the EULA as of the effective date of this EUOD (the “Converted and Replaced Licenses”). The Converted and Replaced Licenses are specified on the attached Converted and Replaced Licenses Exhibit. You will no longer have any right to use the Converted and Replaced Licenses, nor will you be permitted to reinstate the Converted and Replaced Licenses. You shall not be entitled to a credit or refund of license fees for the Converted and Replaced Licenses.

2. Omitted Licenses. The parties agree that they have worked in good faith to list on the Converted and Replaced Licenses Exhibit all licenses of any versions or releases of the Unlimited Deployment Programs that were acquired by you prior to the effective date of this EUOD. However, the parties acknowledge that some of such licenses may have been inadvertently omitted (“Omitted Licenses”) from the Converted and Replaced Licenses Exhibit and that technical support fees associated with the Omitted Licenses were therefore excluded from the Total Support Stream. If at any time following the effective date of this EUOD either you, or Oracle discovers any Omitted Licenses, then the parties agree that (i) you will continue to pay all technical support fees due in connection with the Omitted Licenses during the Unlimited Deployment Period, and (ii) the parties will amend this EUOD to add the Omitted Licenses to the Converted and Replaced Licenses Exhibit and to include the technical support fees associated with the Omitted Licenses in the Total Support Stream. You shall not be entitled to a refund or credit of any license and/or technical support fees as the result of any adjustment specified herein.

E. FUTURE PURCHASES

1. Price Hold

a. For a period of five (5) years from the effective of this EUOD, you may order through perpetual licenses for the programs and first year of SULS for the programs from the applicable Oracle Price List attached to this EUOD by paying the fees specified for such licenses on the Price List less the discount set forth below, provided (i) such programs are available in production release when ordered; and (ii) you have continuously maintained the Total Support Stream described in section B.8 above.

(List License + List Support) Discount

· Oracle Technology Price List

· Oracle Fusion Applications Product Price List

· E-Business Suite Price List

· Business Intelligence Applications Price List

· Oracle Application Integration Architecture Price List

· Peoplesoft Enterprise Applications Price List

· JD Edwards Applications Price List

· Siebel Applications Price List

· Construction & Engineering Price List

· Crystal Ball Product Price List

b. Each order placed pursuant to this section E.1 will specify the delivery obligation. If the order specifies delivery, the programs will be delivered via electronic download. If electronic download is not possible or otherwise agreed to by the parties, tangible media will be delivered. Whenever the delivery of tangible media is required, you are charged for media and the shipping terms are FCA: Shipping Point, Pre-paid and Add.

c. On your order, shall inform you of the technical support fee for the first renewal year.

d. Should you elect to renew SULS for the support years specified in the technical support renewal table below, the annual fee for SULS for the applicable period will not increase by more than the percentages stated in the table:

All technical support services ordered between May 31, 2022 – May 30, 2023 will be pro-rated to an end date of May 30, 2023 (for support period and technical support fee).

e. In order to receive the rights granted pursuant to the EULA, each order placed pursuant to this Section E must incorporate the EULA.

f. Any discounts provided in this section D.1 shall not apply toward (i) any third-party products included in any of the Price Lists, (ii) any products priced in advance of availability, (iii) any products with controlled availability, or (iv) any Cloud Services products.

2. Authorized Price Hold Purchasers

Only DON PEDs, as defined in B.1 above, qualify as ordering activities authorized to make purchases pursuant to this Section E. In such Section E. orders, “You”, “you”, and “your” shall refer to the DON ordering activity that has ordered programs and/or services from Contractor under the Contract. Regardless of the ordering activity, DON is the Licensee.

Except where the metric for the particular Oracle software offering precludes such a definition, for instance with an Unlimited License Agreement (“ULA”) or Enterprise License Agreement (“ELA”), when considering who or what within the DON, including each of the PEDs, may use the properly licensed and supported Oracle software for purposes related to the mission, business, or operations of DON, refer to the definition section of Attachment 1.

F. OTHER

1. Previously Acquired Licenses You have ordered technical support for the previously acquired program licenses for the program/license type/quantity set forth in the Previously Acquired Licenses Exhibit (the “Previously Acquired Licenses”). Any use of the Previously Acquired Licenses, which includes by definition any updates and other materials provided or made available by Oracle under technical support to you, is subject to the terms and conditions set forth in the order in which such program licenses were acquired by you. The Previously Acquired Licenses are not included in your Unlimited Deployment Programs or the Unlimited Deployment Right under this EUOD.

2. Restated Licenses

a. General. In connection with the rights granted pursuant to the terms and conditions of this EUOD, you acknowledge and agree that the existing license grants for the programs listed on the Restated Licenses Exhibit A (the “Restated Licenses A”) and Restated Licenses Exhibit B (the “Restated Licenses B”) (collectively the “Restated Licenses”) are hereby modified as follows: The license terms for the Restated Licenses shall be the same as the license terms for the programs acquired under this EUOD, with the exception that (i) the licensee or licensed customer definition is not modified, (ii) any specific use limitation of the license is not modified, and (iii) the Restated Licenses are not included in your Unlimited Deployment Programs or the Unlimited Deployment Right under this EUOD. The Restated Licenses were delivered to you previously. As such, Oracle has no further delivery obligation with respect to such program under this EUOD, and the warranty terms set forth in the EULA shall not be restarted with respect to the Restated Licenses programs. You further acknowledge and agree that you shall not be entitled to any refund, credit or reduction in the technical support fees associated with the programs licensed under this EUOD or in the Total Support Stream in connection with the modification of the Restated Licenses, and you will not be allowed to reinstate such Restated Licenses pursuant to the license grants of their original orders.

b. Enterprise License Programs. For the following programs listed in the Restated Licenses Exhibit A, the terms and conditions of this section E.2.b shall apply:

DON Database Enterprise License Programs consist of:

Oracle Database Enterprise Edition – DON Licensed User Perpetual Oracle Database Standard Edition – DON Licensed User Perpetual Oracle Database Standard Edition One – DON Licensed User Perpetual Oracle Database Personal Edition – DON Licensed User Perpetual 1,240,664

i. Rights Granted

1. For the Restated Licenses A specified above (the “Enterprise License Programs”), grants to you a nonexclusive license for such program licenses consistent with the use limitations specified or referenced in the EULA and this EUOD.

2. Further, grants to you a nonexclusive enterprise wide license for all internal DON Licensed Users authorized by you to use the Oracle Database program (“DON Database Enterprise License”) provided you comply with the obligations set forth in the Verification for DON Licensed Users section below. You represent that the total internal DON Licensed Users (as defined in this section) as of the effective date of this EUOD does not exceed 1,240,664.

a. Definitions:

“DON Licensed User”: DON Licensed User is a metric type that includes all DON Employees and DON Contractors licensed to use the DON Database Enterprise Licenses solely for DON operations. The quantity of the programs under this metric type for tracking, accounting and True-Up purposes is determined by counting 100% of the number of DON Licensed Users. The number of DON Licensed Users does not reflect the actual number of users using the DON Database Enterprise License programs, but rather the maximum number of DON Employees and DON Contractors authorized to use the DON Database Enterprise License programs. While non-human devices are actual users of DON Database Enterprise Licenses, the number of non-human devices is not included in the calculation of the DON Licensed User metric used for tracking, accounting and True-Up purposes. Licensed DON Database Enterprise License programs with a metric type of DON Licensed User may only be used: (i) by DON Employees and DON Contractors; (ii) by non-human DON Employee and DON Contractor operated devices within the DON network; and (iii) where such use is limited to the internal business operations of DON.

“DON Employee(s)”: Full-time or part-time active duty, reserve or Civilian DON employees. DON employees may be located in the continental United States, Alaska, Hawaii, or at U.S. Military facilities or DON operating locations overseas.

“DON Contractor(s)”: Persons, or authorized employees of groups or entities who are not directly employed by DON but rather are contracted by DON and granted access by DON to the Database programs licensed regardless of whether the DON Contractor is actually using the DON Database Enterprise License programs at any given time or at all. DON Contractors shall be on-site contractors or off-site contractors accessing DON owned or leased hardware for the purposes of supporting DON operations. DON Contractors may be located in the continental United States, Alaska, Hawaii, or at U.S. Military facilities or DON operating locations overseas.

b. Verification for DON Licensed Users:

At ’s or Oracle’s written request, not more frequently than annually, DON shall furnish Oracle with a signed statement from DON verifying that the DON Database Enterprise License programs are being used in accordance with the provisions of the EULA and this EUOD. Additionally, beginning on May 31, 2019 and every May 31st (“Anniversary Date”) thereafter, DON is required to report to and Oracle in writing the then-current total number of DON Employees and DON Contractors. If, compared to the previous year, the number increases by more than 1% beyond the current DON Licensed User quantity, DON shall be required to place an order for additional licenses of DON Database Enterprise Licenses and additional associated technical support to bring the licenses into immediate compliance. The total DON Licensed Users will be restated to the new total so a proper comparison can be done year over year. If, on the annual Anniversary Date, there is no change or a decrease in the total actual number of DON Employees and DON Contractors, no additional fees are due to or Oracle at that time and the number of DON Licensed Users shall remain unchanged. DON shall not be entitled to any refund, credit or other consideration of any kind in the event of a reduction in the number of DON Employees and DON Contractors.

If on any Anniversary Date, DON elects not to certify, update the DON Database Enterprise License, or provide payment (if appropriate), upon ’s or Oracle's prior written notice to DON, the DON Database Enterprise License shall revert to Oracle's standard license metrics; any such reversion shall be in accordance with Oracle's standard migration policies and license metrics in effect at the time. In no event shall DON be entitled to any refund or other consideration, nor shall DON be relieved of any obligation to pay for technical support that DON may have ordered, should DON cause such reversion under this provision. If DON is not current on technical support for the DON Database Enterprise License at the time this clause is invoked, DON shall be required to pay appropriate fees for lapsed support pursuant to Oracle’s standard policy in order to purchase technical support for the licenses resulting from this provision. This provision shall not require or Oracle to deliver any programs nor entitle DON to any program updates.

ii. Licensing. DON may use Enterprise Edition, Standard Edition, Standard Edition One, or Personal Edition of the Oracle Database as a part of the DON Database Enterprise License. Their combined usage may not exceed the number of DON Licensed Users licensed under this DON Database Enterprise License.

iii. Use of Program Licenses by DON Contractors. You warrant that (1) you have the authority to bind its DON Contractors to the terms of this EUOD; and (2) you shall be responsible for any breach of such terms by your contractors and/or third parties authorized by your contractors.

iv. Restriction on Assignment. Notwithstanding anything to the contrary in the EULA, you may not assign the licenses of the Enterprise License Programs acquired under this EUOD, or give or transfer an interest in them to another individual or entity outside of DON.

c. Technical Support Fees for Restated Licenses. For purposes of this order, the technical support fees for Restated Licenses A are as set forth in section A; and the technical support fees for Restated Licenses B are not specified in section A but shall be processed separately under the applicable Restated Licenses B Support Contracts.

2. License Migration

a. The table below describes in detail the program licenses that have been migrated to Quantity Based Program licenses listed in section A.2 above (the “Migrated Licenses”).

b. You agree to migrate licenses previously acquired to new license types and/or Program names in accordance with the license definitions and rules applicable to the new licenses. The existing licenses to be migrated are specified in the Ratio Existing Licenses (Terminated) column(s) in the table above. These licenses are migrated to the licenses and license types specified in the Ratio Migrated Licenses (New) column in the tables above. All existing licenses that are being migrated will be deemed terminated upon express incorporation of this EUOD by you, as an attachment, into the Schedule of your order with . 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.

INVOICES EXHIBIT

CONVERTED AND REPLACED LICENSES EXHIBIT

PREVIOUSLY ACQUIRED LICENSES EXHIBIT