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EXHIBIT 10.8
ORACLE(R) NETWORK LICENSE ORDER FORM
CUSTOMER NAME: New York Mercantile Exchange
CUSTOMER LOCATION: Xxx Xxxxx Xxx Xxxxxx
Xxx Xxxx, XX 00000
CONTRACT ADMINISTRATOR: Xxxxx Xxxxxxxxxx
PHONE: 000-000-0000
FAX: 000-000-0000
TECHNICAL CONTACT: Xxxxx Xxxxxxxxxx PHONE: 000-000-0000
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 Territory, unless otherwise 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
Operating System: OPENVMS
Media: CD
2
Description Quantity License Level License Type
-------------------------------------------------------------------------------------------------
Per User Licenses:
-----------------
FOR USE IN THE U.S.
Rdb Server 750 Deployment Named
TRACE/Expert Option 750 Deployment Named
Hot Standby Option 750 Deployment Named
CDD/Repository 2 Full Use Developer
Oracle Programmer for Rdb 2 Full Use Developer
NET LICENSE FEES: $919,591
INITIAL YEAR ANNUAL TECHNICAL SUPPORT FEE: $280,500
Technical Support Type: Gold
TOTAL FEES: $1,200,091
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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 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 Gold Technical Support is quoted
above, if ordered. Fees for Technical Support are due and payable
annually in advance.
For 4 years from the Effective Date of this Order Form Customer may
receive annual Gold Technical Support Services for all Program licenses
ordered hereunder (except for license grants modified or added hereto
after the Effective Date, or for which Technical Support is not
available). Technical Support consists of Updates for such licenses as
well as support services, pursuant to the Technical Support Policies in
effect, as such licenses are deployed. Technical Support fees shall be
paid annually in advance. After the Support Years below, Customer may
obtain Technical Support under Oracle's Technical Support fees in
effect at the time of the order.
Support Year Technical Support Fee
------------ ---------------------
First Year $280,500
Second Year $280,500
Third Year $280,500
Fourth Year $280,500
3. Technical Support Cap. For up to 2 years from the end of the Technical
Support period specified under this Order Form, Customer may acquire
Gold Technical Support services for all the Program licenses in the
Territory under this Order Form (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.
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4. Miscellaneous. 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 Product
Summary included with this Order Form specifies the Programs on the
particular Designated Systems requested by Customer, which are being
shipped to Customer. 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-cancelable 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.
C. OTHER
1. Additional Designated Systems. Until 3 Years(s) from the Effective
Date, Customer shall have the option to add 4 additional Designated
System type(s) ("Additional Designated System") to this Order Form at
no charge, 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.
Oracle shall ship to the Customer Location a single Master Copy of the
Programs 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. Additional License Increments. For 1 year from the Effective Date,
provided Customer has continuously maintained Technical Support,
Customer may increase the quantity of each applicable License Type
accessing the Programs on this Order Form ("Additional License
Increment") by paying Oracle the additional license fee as specified
below:
License Fee per each
Additional License
Program License Type License Level License Increment Increment
------- ------------ ------------- ----------------- --------------------
RDB Server Named User Deployment 100 $88,825.00
TRACE/Expert Option Named User Deployment 100 $5,700.00
Hot Standby Option Named User Deployment 100 $28,500.00
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Each order placed for Additional License Increments must be at least
$10,000 in net license fees; applicable sales tax will be added to the fee.
All applicable fees shall be due and payable on the date that Customer
notifies Oracle in writing of its exercise of this option; Oracle has no
shipment obligation. Upon election, this payment obligation is
non-cancelable, and the sum paid is nonrefundable. At the time of election,
Customer may obtain Technical Support services from Oracle for Additional
License Increment at Oracle's applicable Technical Support fees and
policies in effect when such services are ordered.
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 May 31, 1999 and shall become binding upon execution by
Customer and acceptance by Oracle.
NEW YORK MERCANTILE EXCHANGE ORACLE CORPORATION
Signature: /s/ Xxxx Xxxxxxx Signature:
----------------------- ----------------------
Name: Xxxx Xxxxxxx Name:
---------------------------- ---------------------------
Title: Exec. V.P. Title:
--------------------------- -------------------------
Effective Date: 5-24-99
------------------
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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 Programs 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 or 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 service.
"FULL USE PROGRAMS": are unaltered versions of the Programs 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 many 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 Unites 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 Organizational Change Management
Services.
A "SUITE" consist 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: Xxxx Xxxxxxx
------------------------- ------------------------------------------------------------
Address: One North End Ave. Name: Xxxx Xxxxxxx
------------------------- ------------------------------------------------------------
New York, NY 10282 Title: Executive Vice President
------------------------- ------------------------------------------------------------
Contact: EXECUTED BY ORACLE CREDIT CORPORATION:
-------------------------
Phone: By:
------------------------- ------------------------------------------------------------
Order: dated Name:
------------------------- ------------------------------------------------------------
Agreement dated Title:
------------------------- ------------------------------------------------------------
PPA No.:
Payment Schedule Effective Date:
dated
------------------------- ------------------------------
SYSTEM PAYMENT SCHEDULE:
------ ----------------
Payment Amount Due Date:
Software: $919,591 $368,000 1-Oct-99
-------------------------
Support: $841,500 Year 1, 2, & 3 $587,045 1-May-00
-------------------------
Education: $587,046 1-May-01
-------------------------
Consulting: $219,000 1-May-02
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Other: Four (4) payments due and payable as set
------------------------- forth above.
System Price: $1,761,091
-------------------------
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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