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EXHIBIT 10.7
ORACLE(R) NETWORK LICENSE ORDER FORM
CUSTOMER NAME: New York Mercantile Exchange Inc. CONTRACT ADMINISTRATOR: Xxxxx Xxxxxxxxxx
CUSTOMER LOCATION: Xxx Xxxxx Xxx Xxxxxx PHONE: 000-000-0000
New York, NY 10282 FAX: 000-000-0000
TECHNICAL CONTACT: Xxxxx Xxxxxxxxxx
ORACLE CONTRACT INFORMATION
AGREEMENT: Software License and Services Agreement
AGREEMENT NAME: SLSA-49438-06-JAN-95
This Network License Order Form and attachment(s) ("Order
Form") are placed in accordance with the agreement
specified above ("Agreement") Customer hereby orders the
Program licenses described herein for use in the United
States, unless other wise specified. The "Network" is
defined as any number of Computers of the Designated Systems
listed in this Order Form, except for Computer-based or
Processor-based licenses or other similar licenses as
specified herein.
A. DESIGNATED SYSTEMS/PROGRAMS
Make/Model: DEC ALPHA Make/Model: DEC VAX
Operating System: UNIX Operating System: OPENVMS
Media: CD Media: CD
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List Net
Description Quantity License Level License Type License Fee Discount % License Fee
----------- -------- ------------- ------------ ----------- ---------- -----------
Per User Licenses:
For use in the U.S.
Oracle8 Personal Edition 16 Full Use Named $6,320 60% $2,528
Oracle8 Enterprise Edition 64 Full Use Concurrent $119,680 60% $47,872
* Diagnostic Pack 32 Full Use Concurrent $3,840 60% $1,536
* Tuning Pack 32 Full Use Concurrent $3,840 60% $1,536
Programmer/2000 16 Full Use Developer $15,920 60% $6,368
# Oracle Rdb Server 802 Full Use Named $749,870 60% $299,948
# Oracle TRACE/Expert Option 802 Full Use Named $48,120 60% $19,248
# Oracle Programmer for RDB 2 Full Use Developer $1,990 60% $796
# CDD/Repository 2 Full Use Developer $6,000 60% $2,400
NET LICENSE FEES: $ 382,232
INITIAL YEAR ANNUAL TECHNICAL SILVER AND GOLD SUPPORT FEE: $166,309.00
TOTAL FEES: $ 548,541
-----------
* Whenever the Oracle8 option Programs specified above are installed on a
specific Computer under this Order Form, the quantity of each applicable License
Type for such Programs needs to match the quantity of each applicable License
Type of the Oreacle8 on that same computer.
Programs marked with a # above shall receive annual Oracle Gold Technical
Support pursuant to the Technical Support Policies in effect as of the Effective
Date of this Order Form. All Programs not marked with a # shall receive annual
Oracle Silver Technical Support and shall not be entitled to receive any of the
benefits associated with annual Gold Technical Support Services.
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ORACLE(R)
B. GENERAL TERMS
1. Customer Definition. For purposes of this Order Form, Customer shall be
defined as the company listed at the head of this Order Form and its
majority owned subsidiaries located in the U.S. as of the Effective
Date. Before accessing the Programs, each subsidiary must agree in
writing to be bound by the terms of the Agreement and this Order Form.
2. Technical Support. Annual Gold and Silver Technical Support services
ordered by Customer will be provided under Oracle's Technical Support
policies and pricing in effect on the date Technical Support is ordered
and shall be effective upon shipment (or upon Order Form Effective Date
for products not requiring shipment); first year Technical Support is
quoted above, if ordered. All Program licensed marked with a # in
Section A above shall receive annual Gold Support. Oracle 8 Personal
Edition, Oracle8 Enterprise Edition, Diagnostics Pack, Tuning Pack, and
Oracle Programmer shall receive annual Silver Technical Support. These
Program licenses shall not be entitled to receive any of the benefits
associated with the annual Gold Technical Support services provided to
all other Program licenses on this Order Form. Fees for Gold and Silver
Technical Support are due and payable annually in advance.
3. Technical Support Cap. For up to 6 years from the end of the Technical
Support period specified in Section B3 above, Customer may acquire Gold
Technical Support services for all the Programs licensed in the U.S.
under this Order Form marked with a # in Section A above, and Silver
Technical Support services for Oracle8 Personal Edition, Oracle8
Enterprise Edition, Diagnostics Pack, Tuning Pack, and Oracle
Programmer (except for licenses that are modified or are added to this
Order Form after the Effective Date), for an annual fee not to increase
each year by more than 8% of the Technical Support fee paid by Customer
for similar Technical Support services in the preceding year (excluding
any Support fee credit issued for terminated licenses), provided
Customer continuously maintains Technical Support services during such
period. Thereafter, Customer may obtain annual Technical Support
services from Oracle under Oracle's Technical Support fees and policies
in effect when such services are ordered.
4. Miscellaneous. Oracle shall deliver to the Customer Location, for use
in the U.S., 1 copy of the software media ("Master Copy") and 1 set of
Documentation (in the form generally available) for each Program
currently available in production release as of the Effective Date
below for use on the Network. Customer shall have the right to make up
to 1 copy of the Program(s), including Documentation, for each license
of the Program(s) and the Customer shall be responsible for
installation of the software. All fees under this Order Form shall be
due and payable net 30 days from date of invoice, and shall be
non-cancellable and the sums paid nonrefundable. Customer agrees to pay
applicable sales/use tax, and media charges. If Customer loses or
damages the media containing a Program licensed hereunder, upon
Xxxxxxxx's written notice Oracle will provide a replacement copy
thereof, under Oracle's then-current Technical Support policies, for a
media and shipping charge. The following shipping terms shall apply:
FOB Destination, Prepaid and Add. These terms shall also apply to any
options exercised by Customer. Oracle may refer to Customer as a
customer in sales presentations, marketing vehicles and activities.
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C. OTHER
1. Additional Designated Systems. Until 3 year(s) from the Effective Date,
Customer shall have the option to add 3 additional Designated System
types to this Order Form for a fee, per Additional Designated System,
of 10% of the net license fees paid to date under this Order Form at
the time Customer elects to exercise this option, if: (i) the Programs
licensed herein are available in production release status on the
Additional Designated System at the time Customer elects to add the
Additional Designated System; and (ii) Customer has continuously
maintained Technical Support for such Programs. Payment for the option
shall be due and payable on the date Customer exercises this option,
and this payment obligation shall be non_cancelable and the sum paid
nonrefundable on the date of exercise.
Oracle shall ship to the Customer Location a single Master Copy of the
Program licensed herein for the Additional Designated System added.
These Programs may only be copied and installed in accordance with the
terms of this Order Form; Oracle has no further shipment obligation
other than as specified above. Programs licensed herein for use on
Additional designated System(s) may not be currently available.
Customer has not relied on potential availability in entering into the
payment obligations in this Order Form. Oracle is under no obligation
to change current availability.
2. Customer is licensed to use each Program only on the Designated
System(s) specified in Section A of this Order Form and for which such
Program is available on the Effective Date. The Shipment Summary
included with this Order Form specifies the Programs on the particular
Designated Systems requested by Customer, which have been shipped or
currently are being shipped to Customer.
Customer and Oracle agree that the terms and pricing of this Order Form shall
not be disclosed without the prior written consent of the other party. This
quote is valid through April 30, 1999 and shall become binding upon execution by
Customer and acceptance by Oracle.
NEW YORK MERCANTILE EXCHANGE ORACLE CORPORATION
Signature: /s/ Xxxxxx Xxxxxxxxxx Signature:
______________________________ ___________________________
Name: Xxxxxx Xxxxxxxxxx Name:
___________________________________ ________________________________
Title: SVP Information Services Title:
__________________________________ _______________________________
Effective Date:
_________________________
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SHIPMENT SUMMARY
PROGRAMS DESIGNATED SYSTEMS MEDIA TYPE
-------- ------------------ ----------
Oracle RBD Server DEC VAX/OPEMVMS CD
Oracle TRACE/Expert Option
Oracle Programmer for RDB
CDD/Repository
Oracle Server Enterprise Edition V7.3
Oracle8 Enterprise Edition DEC APHA/UNIX CD
Diagnostics Pack
Tuning Pack
Oracle Programmer
Oracle RDB Server
Oracle Programmer for RDB
Oracle8 Personal Edition MS Windows NT` CD
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ORACLE(R)
JANUARY 1999 PRICE LIST DEFINITIONS
"CONCURRENT DEVICES" (OR "CONCUR DEV"): is 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, webserver product) is used, this number must be
measured at the multiplexing front-end.
"NAMED USER" (OR "NAMED") OR "DEVELOPER": is defined as an individual who is
authorized by Customer to use the Oracle Programs, regardless of whether the
individual is actively using Programs at any given time.
"CASUAL USER": is defined as an individual authorized by the Customer to only
run queries or reports against Oracle Applications Programs. Casual Users are
licensed to use any of the above Oracle Applications Program for which Customer
has acquired Named User licenses.
"PRIMARY USAGE": is defined as each licensed user being counted only once as a
designated Named or Casual User of the Oracle Application he will use most.
However, a licensed Named or Casual User may access all Oracle Applications
licensed under the Agreement which have been licensed under the same licensing
methodology, regardless of the designated Oracle Application of primary use.
"MAILBOX": is defined as a point from which to send or receive electronic mail.
It is created when a user account of application is created in Oracle Office.
"COMPUTER": licensed for use on a single specified computer.
"PROCESSOR": shall be defined as the actual number of processors installed in
the licensed Computer and running the Oracle Programs, regardless of the number
of processors which the Computer is capable of running.
"CLIENT": a computer which (1) is used by only one person at a time, and (2)
executes Oracle software in local memory or stores the software on a local
storage device.
"FULL USE PROGRAMS": are unaltered versions of the Program with all functions
intact.
"DEPLOYMENT PROGRAMS": may be used only to execute existing applications or
reports. They may not be used to build or modify reports or applications.
Deployment Programs are to be generated by Customer from Full Use Programs.
APPLICATION SPECIFIC PROGRAMS" (OR "APP SPECIFIC"): shall mean Programs which
are limited to use solely for Customer's application software defined on the
Order Form. Application Specific Programs are to be generated by Customer from
Full Use programs.
"WEB SPECIFIC PROGRAM(S) (OR "WEB SPECIFIC"): shall mean Program licenses
which may only be accessed by Clients via Internet networking protocols.
Notwithstanding any use restrictions in the Agreement or Oracle Program license
Terms, Customer's applications may only allow third party web access to a
licensed Web Specific Program for viewing, querying, or adding data only, so
long as such use is in accordance with the other terms of the Agreement.
For Oracle Human Resources and Oracle Training Administration. "EMPLOYEE" is
defined as an individual who is actively managed by the Programs. The term
"Employee" includes, without limitation, Customer employees, contractors,
retirees, and COBRA dependents.
For Oracle Payroll, "EMPLOYEE" is defined as an individual whose payment, or
payment calculations, are generated by the Programs. The term "Employee"
includes, without limitation, Customer employees, contractors, retirees, and
employees covered by workers compensation laws or regulations.
For Oracle Time Management, "EMPLOYEE" is defined as an individual who submits
timecards or other time records for payroll processing.
For Oracle Self-Service Human Resources, Oracle Self-Service Purchasing, Oracle
Self-Service Expenses, and Business Intelligence System (BIS) Applications,
"EMPLOYEE" is defined as an active employee of Customer.
"FOUNDATION SERVICES": This is limited support, and any license for which it is
purchased is not a Supported Program License.
An "EDUCATION UNIT" entitles Customer to acquire education products and services
as specified in the Oracle Education catalogue in effect at the time an
Education Unit is utilized. Education Units are only valid for 12 months from
the Effective Date of the Order or as specifically stated in the applicable
Order. Education Units may only be used in the country where the Education Units
were acquired or within the Territory defined in the applicable Order. Customer
may be required to execute standard Oracle ordering materials in conjunction
with utilizing Education Units.
"ORGANIZATIONAL CHANGE MANAGEMENT SERVICES": are services for assisting
Customers in managing change in their organizations. Customer's discounts for
consulting or training do not apply to such Organization Change Management
Services.
A "SUITE" consists of all the functional software components described in the
Documentation.
"MODULE": shall mean a functional software component of a Suite or bundle.
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ORACLE(R) CREDIT CORPORATION PAYMENT SCHEDULE
Page 1 of 1 (ORACLE PRODUCT) NO.
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Customer: New York Mercantile EXECUTED BY CUSTOMER (authorized signature):
-------------------------
Exchange Inc By: /s/ Xxxxxx Xxxxxxxxxx
------------------------- ------------------------------------------------------------
Address: Xxx Xxxxx Xxx Xxx. Name: Xxxxxx Xxxxxxxxxx
------------------------- ------------------------------------------------------------
New York, NY 10282 Title: SVP Information Services
------------------------- ------------------------------------------------------------
Contact: EXECUTED BY ORACLE CREDIT CORPORATION:
-------------------------
Phone: By:
------------------------- ------------------------------------------------------------
Order: dated Name:
------------------------- ------------------------------------------------------------
Agreement: dated Title:
------------------------- ------------------------------------------------------------
PPA No.: dated
------------------------- Payment Schedule Effective Date:
------------------------- -----------------------------
SYSTEM PAYMENT SCHEDULE:
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Payment Amount Due Date:
Software: $382,232 $261,867 1-Jun-99
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Support: $665,236 Year 1,2,3,&4 $261,867 1-May-00
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Education: $261,867 1-May-01
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Consulting: $261,867 1-May-02
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Other: Four (4) annual payments due and payable
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System Price: $1,047,468 as set forth above.
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Optional (if this box is checked):
[ ] The System was ordered from an alliance member/agent of Oracle Corporation,
whose name and address is specified below, by executing an Order, Customer has
directly licensed the Software from Oracle Corporation as Supplier pursuant to
the Agreement. For this Payment Schedule, the alliance member/agent is also a
Supplier, and the Order and Agreement shall each be considered a separate
Agreement hereunder. OCC shall be provided with an Order executed by Xxxxxxxx.
Alliance members/agents are not authorized to waive or alter any term or
condition of this PPA. Neither OCC nor Assignee shall be responsible to Customer
for any claim or liability pertaining to the actions or statements of any
alliance member/agent.
OCC may add the applicable Taxes due on the System Price to each Payment Amount,
based on the applicable tax rate invoiced by Supplier at shipment, but only if
OCC is provided with invoices between Customer and alliance member/agent for the
System (specifying applicable Taxes) within ten days of the Payment Schedule
Effective Date.
Alliance Member/Agent:
------------------------------------------------------
Address:
------------------------------------------------------
Contact: Phone:
------------------------------------------------------
This Oracle Payment Schedule constitutes a separate agreement, and incorporates
by reference the terms and conditions of the above Payment Plan Agreement
("PPA") between Oracle Credit Corporation ("OCC") and Customer for the
acquisition of the System from Oracle Corporation or any other party providing
any portion of the System, including an alliance member/agent of Oracle
Corporation ("Supplier"), and adds the following additional terms.
A. PAYMENTS: This PPA shall replace customer's payment obligation under the
Order and Agreement to Supplier, to the extent of the System Price listed above,
upon Customer's delivery of a fully executed Order, Agreement, PPA, and any
other documentation required by OCC, and execution of the PPA by OCC. Customer
agrees that OCC may add the applicable Taxes due on the System Price to each
Payment Amount based on the applicable tax rate invoiced by Supplier at
shipment. OCC may adjust subsequent Payment Amounts to reflect any change or
correction in Taxes due. If the System Price includes support fees for a support
period that begins after the first support period, such fees and the then
relevant Taxes will be paid to Supplier in the applicable support period as
invoiced from the Payment Amounts received in that period. The balance of each
Payment Amount, unless otherwise stated, includes a proportional amount of the
remaining components of the System Price.
B. SYSTEM: Software shall be accepted, and the services shall be deemed ordered
pursuant to the terms of the Agreement. Customer agrees that any software
acquired from Supplier to replace any part of the System shall be subject to the
terms of the PPA.
C. ADMINISTRATIVE: Customer agrees that OCC or its Assignee may treat faxes or
photocopies delivered to OCC as original documents; however, Xxxxxxxx agrees to
deliver signed documents if requested, Xxxxxxxx agrees that OCC may insert the
appropriate administrative information to complete the above form. OCC will
provide a copy of the final PPA upon request.
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AMENDMENT 1
TO THE
NETWORK LICENSE ORDER FORM
BETWEEN
NEW YORK MERCANTILE EXCHANGE
AND
ORACLE CORPORATION
This document ("Amendment One") amends the Network License Order Form, dated
April 14, 1999 (the "Agreement"), between New York Mercantile Exchange
("Customer") and Oracle Corporation ("Oracle"). The parties hereby agree to
amend the Agreement as follows:
1. The following shall be added to Section B.2 "Technical Support" of the
Agreement:
For 4 years from the Effective Date of this Order Form Customer may receive
annual Gold Technical Support for all the Programs licensed in the U.S. under
this Order Form marked with a # in Section A above, and Silver Technical Support
services for Oracle8 Personal Edition, Oracle8 Enterprise Edition, Diagnostics
Pack, Tuning Pack, and Oracle Programmer (except for licenses that are modified
or are added to this Order From after the Effective Date). Technical Support
consists of Updates for such licenses as well as support services, pursuant to
the Technical Support Policies in effect as of the Effective Date.
Support Year Technical Support Fee
------------ ---------------------
First Year $ 166,309
Second Year $ 166,309
Third Year $ 166,309
Fourth Year $ 166,309
2. The first sentence of Section B.2 shall be deleted and replaced with the
following:
Technical Support Cap. For up to 2 years from the end of the Technical Support
period specified in Section B.2 above, Customer may acquire Gold Technical
Support services for all the Programs licensed in the U.S. under this Order From
marked with a # in Section A above, and Silver Technical Support services for
Oracle8 Personal Edition, Oracle8 Enterprise Edition, Diagnostics Pack, Tuning
Pack, and Oracle Programmer (except for licenses that are modified or are added
to this Order Form after the Effective Date), for an annual fee not to increase
each year by more than 8% of the Technical Support fee paid by Customer for
similar Technical Support services in the preceding year (excluding any Support
fee credit issued for terminated licenses), provided Customer continuously
maintains Technical Support services during such period.
The Effective Date of this Agreement One is April ____, 1999.
NEW YORK MERCANTILE ORACLE CORPORATION
EXCHANGE
By: /s/ Xxxx Xxxxxxx By:
_________________________________ _________________________________
Name: Xxxx Xxxxxxx Name:
_______________________________ _______________________________
Title: Exec. V.P. Title:
______________________________ ______________________________
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