Oracle ULA

Oracle ULA and Mergers & Acquisitions: Managing Risks Through Early Negotiation

Oracle ULA and Mergers & Acquisitions

Oracle ULA and Mergers & Acquisitions: Managing Risks Through Early Negotiation

Mergers and acquisitions (M&A) can derail the benefits of an Oracle Unlimited License Agreement (ULA) if not properly managed. CIOs and CTOs must proactively address how a ULA will handle new or merged entities before the contract is signed.

Early negotiation of M&A clauses and careful planning can prevent compliance nightmares and multi-million dollar surprises.

Oracle ULA Basics in an M&A Context

An Oracle Unlimited License Agreement (ULA) is a time-bound contract granting a company unlimited use of specific Oracle software. Crucially, a ULAโ€™s scope is usually limited to the signing company and its listed affiliates at the time of agreement.

By default, any new legal entity (from a merger or acquisition) is not covered under that ULA. If your company undergoes M&A activity, the unlimited usage rights donโ€™t automatically extend to the newly combined entity or acquired business.

The contractโ€™s โ€œCustomer Definitionโ€ enumerates which entities can deploy the Oracle programs. Unless you negotiated otherwise, only those originally named companies (often the parent and its majority-owned subsidiaries at signing) have the ULA privileges.

This baseline understanding is critical for CIOs/CTOs: organizational changes can instantly alter your Oracle license compliance position.

Why M&A complicates ULAs:

Oracle calculates ULA pricing based on your organizationโ€™s size and anticipated usage. If a small company on a ULA joins a much larger enterprise, the original dealโ€™s assumptions no longer hold.

A ULA that was affordable for a $500M revenue firm might be grossly insufficient (or underpriced) once that firm becomes part of a $5B enterprise. In Oracleโ€™s eyes, the acquiring company shouldnโ€™t inherit unlimited usage without paying for the increased scale.

Conversely, if a bigger player acquires your ULA-holding company, Oracleโ€™s standard terms may trigger an early contract termination or โ€œcertificationโ€ of licenses, prematurely cutting off the unlimited growth promise. In short, the scope of a ULA is frozen in time at signingโ€”M&A can break that mold, to Oracleโ€™s advantage, unless you plan.

How Mergers & Acquisitions Affect Oracle ULA Agreements

M&A events have immediate licensing implications: most Oracle ULA contracts include a change-of-control clause specifying that the ULA ends if your company is acquired or merges into another.

Under standard terms, an acquisition triggers an accelerated certification โ€“ essentially a forced count of all current usage โ€“ after which your unlimited rights cease.

At that point, Oracle converts your deployments into fixed, perpetual licenses. The catch is that this conversion might leave the combined entity under-licensed if usage grows post-merger or lock you out of further unlimited deployment, even though you planned for more growth.

M&A events can feel like trying to fit new puzzle pieces into an Oracle ULA โ€“ without a negotiated clause, the pieces wonโ€™t automatically fit. For example, imagine a mid-sized software firm with a 3-year Oracle ULA acquired by a global enterprise. The standard change-of-control clause would cut the ULA short upon acquisition.

The acquired firm would have to โ€œlock inโ€ its Oracle usage count at that moment.

The new parent company then faces two undesirable options: restrict Oracle usage to that frozen count (impractical if the business keeps growing), or negotiate a fresh license deal (often at a dramatically higher cost to cover the whole enterpriseโ€™s needs).

In essence, the acquiring company does not get to piggyback on the acquired companyโ€™s ULA without Oracleโ€™s consent. Similarly, if your company with a ULA buys another company, your ULAโ€™s unlimited rights donโ€™t cover the new acquisition until you formally add it via contract amendment.

In the interim, the acquired business must use its existing Oracle licenses or risk running unlicensed โ€“ you canโ€™t just deploy your unlimited licenses into the new subsidiary.

Key impacts of M&A on ULAs to consider:

  • Automatic ULA Termination if Youโ€™re Acquired: Oracleโ€™s standard contract language often states the ULA โ€œterminates upon change of ownership/control.โ€ This protects Oracleโ€”they donโ€™t want a big unlicensed entity obtaining unlimited usage by acquiring a smaller ULA customer. For the ULA holder, it means losing unlimited rights unexpectedly and possibly mid-term.
  • New Entities Excluded: If you acquire another company, that entity (and its users/servers) cannot use software under your ULA unless Oracle agrees. Until then, the acquired companyโ€™s Oracle deployments remain under its old contracts, which may be insufficient or incompatible with your ULA environment.
  • Accelerated Certification Pressure: When a ULA ends early due to M&A, you must rapidly count and report usage. Any shortfall (if you deployed less than anticipated) wastes the unlimited potential, while any uncounted growth beyond your expectations could lead to a compliance shortfall once unlimited rights stop.
  • Missed Savings or Double Costs: Companies oftenย pay twice for the same software without planning. The acquired entityโ€™s licenses canโ€™t simply transfer, and the acquirer might have to buy new licenses for what the acquired was already running. Oracle may insist on a fresh licensing deal for the merged entity, effectively making you repurchase rights you thought were โ€œunlimited.โ€

Risks of Not Planning ULA for M&A

Failure to address M&A in your ULA can result in severe risks:

  • โ˜ ๏ธ Compliance Risk: Post-merger, you might inadvertently violate Oracleโ€™s license terms. If a new subsidiary continues using Oracle software under the false assumption that the ULA covers them, itโ€™s a breach. Oracle audits in M&A scenarios are common; any usage by an entity not in the contract is unlicensed. This can lead to legal disputes and heavy penalties. CIOs should assume Oracle will strictly enforce the letter of the contract when corporate structures change.
  • ๐Ÿ’ธ Financial Exposure: The cost impact can be dramatic. An unplanned Oracle licensing purchase can run intoย millions of dollars after an acquisition. For instance, a company with a $5โ€ฏmillion ULA could face a $15โ€“20โ€ฏmillion bill to legitimize a large new acquisitionโ€™s usage. Oracle also leverages the timing โ€“ during an acquisition integration, you have little negotiation leverage and may need to quickly โ€œpay upโ€ to keep systems running. Support fees can also jump: if new licenses are purchased at list price or Oracle combines contracts, annual support (normally ~22% of license cost) might increase, straining IT budgets.
  • ๐Ÿ”’ Operational Disruption: Licensing uncertainty can slow down the integration of IT systems. If youโ€™re unsure whether Oracle databases in the acquired firm can be moved to your data center or if you can roll out your standard Oracle-based applications enterprise-wide, it hampers synergy. Teams might delay consolidating systems or hesitate to deploy Oracle software until contracts are sorted out. That lost time is a hidden cost, delaying the benefits of the merger.
  • ๐Ÿ“ Lost Negotiating Power: Once a ULA is signed without M&A protections, Oracle holds the cards. Mid-term renegotiation (after an acquisition announcement) puts you at Oracleโ€™s mercy โ€“ they know you need a solution fast. The result is often a very expensive new contract or a requirement to renew/extend the ULA on Oracleโ€™s terms. In contrast, if you negotiate M&A terms before signing, you do so at a time when you have leverage (Oracle wants the ULA deal to happen).

In summary, not planning for M&A in your ULA is a gamble that can lead to compliance failures and enormous unbudgeted costs. Even if a merger isnโ€™t on the horizon, the unexpected can happen during a 3-5 year ULA term.

Wise technology leaders always include โ€œwhat if we acquire or get acquired?โ€ in their ULA strategy.

Negotiating M&A Clauses Before Signing a ULA

The good news is that Oracle often agrees to special terms if you bring them up upfront. Itโ€™s far easier to bake protective language into a new ULA than to fix it later.

Before signing a ULA, negotiate provisions that address potential mergers or acquisitions.

Key clauses and approaches include:

  • Expand the Customer Definition: Ensure all current subsidiaries (and any entity you foresee acquiring soon) are explicitly named or covered. A common ask is to include wording like โ€œ<Your Company> and all majority-owned affiliatesโ€ as authorized ULA users. This way, minor reorganizations or adding a small subsidiary wonโ€™t break the agreement.
  • M&A Inclusion Thresholds: You can request a clause that allows inclusion of acquired companies up to a certain size without additional fees. This is often based on a percentage threshold. For example, โ€œany acquired company representing less than 10% of our total revenue (or headcount) can be added to the ULA coverage at no extra cost.โ€ Such a clause protects you when picking up small to mid-sized companies โ€“ they can seamlessly be folded into your ULA. Make sure to get clarity on how the percentage is calculated (revenue and/or employees) and what happens if you exceed it. (Oracle might require a contract addendum or a fee for larger acquisitions, but at least you know the breakpoint in advance.)
  • Alternate Procedure on Change of Control: Try to modify the default โ€œULA ends on acquisitionโ€ rule. While Oracle may not completely remove this clause, you could negotiate a more lenient outcome. For instance, agree on a predefined certification process or license grant if your company is acquired. One tactic is negotiating that you automatically get a certain number of licenses (or an expanded ULA for the parent) in an acquisition event, so the parent company doesnโ€™t start unlicensed. Oracle might set conditions (e.g., the acquirer must be an Oracle customer in good standing, or a cap on how much the usage can grow before true-up). Still, any agreed-upon process is better than an immediate cutoff. This at least forces Oracle to be โ€œreasonableโ€ rather than leveraging a sudden termination.
  • Pre-Negotiated Expansion Options: Sometimes, customers secure an option to extend the ULA or add an entity for a set price. For example, you might negotiate the right to add one acquisition of a similar size to the ULA for a fixed incremental fee. Or negotiate a โ€œone-time transferโ€ allowance: if you are acquired, the ULA can transfer to the new owner if they sign a continuation agreement. Oracle might resist, but pushing for this can save tens of millions later if an acquisition is a known possibility.
  • Put It in Writing: Whatever terms you negotiate, ensure the exact language is written into the ULA ordering document or amendment. Verbal assurances (e.g., โ€œOracle will work with you if you acquire a companyโ€) mean nothing unless codified. Clearly define any M&A clause: how to notify Oracle, any size limits, any fees for additions, and the effect on unlimited usage rights. If possible, have Oracle explicitly confirm that outside those conditions, standard rights apply. This clarity will be invaluable if a merger occurs when different people are involved years later.

Below is a comparison of ULA M&A clause scenarios and their impact:

Clause ScenarioDescriptionImpact if M&A OccursRisk Level
No M&A Clause (Default)ULA excludes any new entities; ULA ends if company is acquired.Acquisitions trigger immediate ULA termination and license count. New entities must buy separate licenses.High: Unplanned costs, likely compliance gaps.
M&A Clause โ€“ 10% ThresholdAllows adding acquired company if โ‰ค10% of original orgโ€™s size (by revenue or employees).Small acquisitions covered seamlessly under ULA. Large acquisitions (beyond 10%) still require negotiation or new agreement.Moderate: Most routine acquisitions safe; major merger still an issue.
M&A Clause โ€“ Preapproved TransferPermits ULA transfer or continuation in event your company is acquired (with Oracle preapproval).ULA can persist under new owner or converts to equivalent licenses for acquirer, avoiding a gap.Low: If acquired, business continuity in Oracle usage is maintained (negotiated conditions apply).
Pre-Negotiated Add-On FeesPre-defined cost or process to add a new acquired entity into the ULA mid-term.Acquirer or you can quickly integrate a new entity by paying a known fee, without full contract renegotiation.Low-Moderate: Some cost on acquisition, but predictable and far less than an ad hoc deal under pressure.

As the table shows, negotiating these terms up front dramatically lowers your risk. The exact clauses Oracle agrees to will depend on your companyโ€™s leverage, Oracleโ€™s sales incentives, and the foreseeability of M&A events.

Large Oracle customers or those entering big ULA deals have more room to negotiate special terms.

Even if youโ€™re a smaller client, it costs nothing to ask โ€“ make it a standard part of ULA negotiations to discuss โ€œwhat ifโ€ scenarios for mergers, acquisitions, divestitures, and other organizational changes.

Managing Your ULA During an M&A Event

What if youโ€™re already in a ULA and an acquisition or merger is on the table?

Handling this correctly is vital. Managing an Oracle ULA during M&A requires coordination between IT, legal, and often Oracle itself.

Here are key steps and best practices for CIOs and CTOs:

  1. Review Your ULA Terms Immediately: As soon as an M&A is likely, pull out your Oracle ULA contract. Look for any clause about โ€œmergerโ€, โ€œacquisitionโ€, โ€œchange of controlโ€, or โ€œentitiesโ€. Understand exactly what it says. If itโ€™s the standard clause that the ULA ends on change of control, you know youโ€™re facing an accelerated certification. Note any thresholds or inclusion allowances negotiated โ€“ for example, if the contract allows adding entities under 10% size, determine if your situation falls within that. A clear picture of your rights sets the stage for your next actions.
  2. Engage Oracle Proactively (but Carefully): Itโ€™s usually wise to inform Oracle early and discuss options, especially if you need their cooperation to extend coverage. However, approach Oracle with a plan. If you are acquiring a company, you might contact Oracle to request adding the new entity to your ULA (ideally leveraging any negotiated clause). If you are being acquired, coordinate with the acquiring firmโ€™s licensing team to formulate a unified request to Oracle. The goal is to maintain the ULA through the transition or negotiate a new arrangement before any unlicensed usage occurs. Early engagement can sometimes lead Oracle to offer a short-term accommodation, like an extension of the ULA until a new deal is signed. Important: Involve legal counsel or a licensing expert in these talks โ€“ you want any promises in writing.
  3. Inventory and Isolate Oracle Usage: Conduct a detailed inventory of Oracle deployments in all involved entities. Identify which Oracle products each side runs, how theyโ€™re licensed, and under whose contracts. This helps in two ways: (a) If youโ€™re excluding a new entity from the ULA, it will need its licenses โ€“ you must know what they use to budget for those. (b) If trying to include the entity, you must gauge how much extra usage youโ€™ll bring under the ULA. Also, consider ring-fencing the environments: avoid intermingling Oracle systems between the two companies until licensing is resolved. For example, donโ€™t rush to move an acquired companyโ€™s Oracle databases onto your ULA-covered servers, or vice versa, until you have an agreement with Oracle. Keeping things separate prevents inadvertent compliance breaches during the transition.
  4. Evaluate โ€œExclude vs. Includeโ€ Options: Decide whether it makes more sense to exclude the new entity from your ULA or to incorporate it.
    • Excluding means the acquired business continues on its existing Oracle licenses (or you purchase new licenses) and keeps your ULA scope unchanged. This can be simpler in the short term, but costly if the acquired entity has significant Oracle usage (you might have to spend a lot on those licenses). It also means running separate license management, which can be operationally messy.
    • This includes negotiating with Oracle to add the entity under your ULA umbrella. This is ideal for consistency (everyone under unlimited use). Still, Oracle will likely charge for it via an uplift in support, a one-time fee, or an agreement to expand the ULAโ€™s scope. Weigh the costs: Sometimes buying a handful of licenses for the new entity is cheaper than a ULA expansion, especially if the entity is small. In other cases, bringing a large new entity under the ULA could be cheaper than licensing its big Oracle footprint separately. Consider the long-term strategy and growth projections.
  5. Monitor Size Thresholds and Compliance Continuously: If your ULA has any revenue or headcount-based inclusion clause, keep an eye on those metrics as you integrate. Ensure that after merging, the combined revenue/employee count still aligns with any limits in the contract. If the acquired company exceeds the threshold allowed, recognize that youโ€™ve technically hit the boundary of your contract โ€“ a renegotiation with Oracle is mandatory to stay compliant. Also, periodic internal audits will be performed during the integration. Track where Oracle software is deployed and whoโ€™s using it. This internal review will catch any accidental cross-use of licenses (e.g., your team deploying Oracle apps into the new subsidiaryโ€™s environment under the false assumption itโ€™s allowed). You can correct course or quickly procure proper licenses by catching these early before Oracleโ€™s auditors appear.
  6. Plan for the ULA Certification (if triggered): If an acquisition of your company is impending and you know your ULA will have to end, prepare for the certification process ahead of schedule. Work with your team to count all deployments carefully and optimize them if possible (e.g., consolidate or eliminate any excess Oracle usage if you can, so the count you certify is lower, which means fewer licenses Oracle grants and potentially lower support costs for the future owner). Also, negotiate with Oracle (and possibly the acquiring company) on what the post-certification license grant will look like. The acquiring company will be very interested in how many perpetual licenses youโ€™ll get out of the ULA, as those will be the assets they rely on going forward. If you can, involve the acquirer in talks with Oracle to smooth that process. Sometimes Oracle will propose a new enterprise agreement for the combined company, and having both parties at the table ensures that interests are aligned.
  7. Engage Experts and Document Everything: Donโ€™t go it alone in high-stakes situations. Bring in third-party Oracle licensing experts or consultants who have dealt with ULAs in M&A. They can advise on negotiation tactics and help parse Oracleโ€™s proposals (which might be complicated). Additionally, all communications with Oracle regarding the merger should be documented. If Oracle gives a temporary waiver or an email nod that โ€œthe new entity can use Oracle for 60 days pending a contract update,โ€ save that and get formal confirmation. You want a paper trail showing you acted in good faith to stay compliant. This could be a lifesaver if any disputes arise later.

By managing proactively, you can turn a potentially chaotic situation into a controlled one. The overarching principle: Treat software licenses as a key workstream in any M&A integration plan.

Just as youโ€™d align IT systems and business processes, you must align and reconcile Oracle licensing. With diligent management, youโ€™ll maintain compliance and avoid turning your exciting M&A venture into an unwelcome audit or budget crisis.

Recommendations

  • Negotiate M&A Terms Upfront: Before signing any Oracle ULA, include clauses that address future mergers or acquisitions. Anticipate change โ€“ even if M&A seems unlikely, having protections costs nothing now but can save millions later.
  • Include All Affiliates in Scope: Ensure the ULAโ€™s customer definition lists all current subsidiaries and affiliates. If your corporate structure is complex or growing, negotiate a broad definition (e.g., all majority-owned entities) so no part of your organization is left out.
  • Aim for a Threshold Clause: Push for a provision allowing automatic inclusion of acquired companies below a certain size (10% revenue/employee count is a common benchmark). This prevents minor acquisitions from breaking your license coverage.
  • Plan for Worst-Case (Being Acquired): If your company is a likely acquisition target, discuss with Oracle what happens in that event. Try negotiating for the ULA to transfer, or at least youโ€™ll receive a fair number of licenses upon an acquisition-triggered termination. Get any promises in writing.
  • Conduct Pre-M&A License Due Diligence: Always review the Oracle license position on both sides when evaluating a merger or acquisition. Identify any ULAs, restricted licenses, or compliance gaps before the deal closes so you can budget and plan for necessary license actions.
  • Isolate and Integrate Carefully: After an M&A, do not immediately intermingle Oracle systems across the merged entities. Maintain clear separation until contracts are updated. This avoids inadvertent violations while you sort out contract amendments or new agreements.
  • Engage Oracle with a Unified Front: Coordinate with the other party if an M&A involves another Oracle customer. Approach Oracle together if possible, aiming for a consolidated agreement or transition plan that covers the combined entity. United requests can yield a better deal than fragmented discussions.
  • Leverage ULA Renewal Time: If your ULA is nearing its end and you foresee M&A activity, use the renewal or exit negotiation as a chance to add M&A-friendly terms. Oracle is more flexible when a renewal (and potential end of unlimited rights) is on the table.
  • Monitor Compliance Post-Merger: Treat the first 6-12 months after an integration as high-risk for license compliance. Perform internal audits and true-ups to ensure all Oracle usage is accounted for under the proper contracts. If anything falls outside, address it immediately (purchasing additional licenses or negotiating adjustments) rather than waiting for an Oracle audit.
  • Consult Experts and Legal: Make software licensing a specialized workstream in M&A projects. Use experienced licensing consultants or legal advisors to navigate Oracleโ€™s contract language. The cost of expert advice is minor compared to a licensing misstep in a merger.

FAQ

Q1: What is an Oracle ULA, and why does it matter in M&A?
A: An Oracle ULA (Unlimited License Agreement) is a contract allowing unlimited use of certain Oracle software for a fixed period. In M&A, ULAs matter because they usually only cover the original signatory entities. If your company is in a ULA that merges with or acquires another, the unlimited usage rightsย donโ€™t automatically applyย to the new entity unless the contract allows it. Without planning, an M&A can effectively terminate or limit the ULA, so addressing this in the contract or managing it carefully during integration is crucial.

Q2: Does an Oracle ULA cover any company that my business acquires?
A: Not by default. Standard ULA terms exclude newly acquired companies (or any entity not listed in the original agreement). Unless you negotiated a clause for this, an acquired business will not be covered under your unlimited license umbrella. You would need to formally add that entity to the ULA (usually by Oracleโ€™s approval and possibly an extra fee) or keep its Oracle usage separate under its licenses.

Q3: What happens to my ULA if another company acquires my company?
A: Typically, your ULA will have a change-of-control clause that causes it to terminate upon your acquisition. This means youโ€™d enter an โ€œaccelerated certificationโ€ โ€“ counting all your deployments at the time of acquisition โ€“ and then the ULA ends as if its term concluded. Your company (or the new parent company) would have a fixed number of Oracle licenses equal to that certified count. If the new parent needs more Oracle usage post-merger, they must negotiate a new license deal. In practice, when acquisitions are on the horizon, many companies try to negotiate with Oracle to transfer or extend the ULA. Still, Oracle isnโ€™t obligated to allow it without a prior clause.

Q4: Can we negotiate with Oracle to include a newly acquired subsidiary in our existing ULA?
A: Yes, you can try. If you acquire a company and your ULA didnโ€™t allow it, you should approach Oracle to amend the ULA to include the new subsidiary. Oracle may require an additional licensing fee or an adjustment to your support costs to cover the extra usage. The success of this negotiation depends on the size of the acquired entity and your importance as a customer. Small additions may be straightforward (especially if you have a friendly clause like a 10% revenue threshold), while a large acquisition might require a new ULA or extension agreement. Always benchmark the cost โ€“ sometimes, keeping the new entity on separate licenses might be cheaper if Oracleโ€™s terms are too steep to join the ULA.

Q5: What are the risks if we forget to address Oracle licenses during a merger?
A: The risks are significant. Compliance risk is at the top of the list: you might unknowingly be running Oracle software in parts of the combined business without a valid license, which can lead to audit penalties. Another financial riskย is that Oracle could demand back maintenance fees or full license purchases for unlicensed usage, which can be an unplanned multi-million-dollar hit. Additionally, thereโ€™s operational risk โ€“ you might have to halt or reverse certain IT integration steps if you discover they violate licensing (for example, rolling back a database migration because it inadvertently moved Oracle usage out of compliance). In short, ignoring licensing in M&A can result in legal headaches, hefty fines, and project delays.

Q6: How can CIOs/CTOs prepare for M&A from a licensing standpoint?
A: CIOs and CTOs should incorporate software license review in due diligence and integration planning. This means auditing both companiesโ€™ Oracle agreements early in the M&A process, identifying any ULAs or restricted licenses, and consulting with licensing specialists. If your company is entering a ULA and you foresee growth or acquisitions, negotiate the contract to allow flexibility. If an acquisition is planned, allocate budget and time for license alignment. On a high level, treat licenses as assets that need consolidation just like IT systems โ€“ have a clear plan for how Oracle licenses will be merged, transferred, or kept separate to maintain compliance on Day 1 post-merger.

Q7: Is an Oracle Perpetual ULA (PULA) better for acquisitions?
A: An Oracle PULA grants unlimited use in perpetuity (no end-date), but itโ€™s not a silver bullet for M&A. While a PULA means you donโ€™t โ€œcertify and terminateโ€ after a term, Oracle still restricts transfer and entity scope. Typically, a PULA will also have clauses about acquisitions (you might still need to notify Oracle or exclude large new entities). The big advantage of a PULA is that if your company is acquired, you already have perpetual licenses to whatever you deployed, so thereโ€™s less risk of losing rights at a certain date. However, PULAs are extremely expensive and rare. They might make sense for large organizations that demand ultimate flexibility (and can pay for it), but negotiating M&A terms is wise even with a PULA. In summary, a PULA can reduce some timing risks but doesnโ€™t automatically cover all M&A scenarios unless negotiated.

Q8: What should we do with the acquired companyโ€™s existing Oracle licenses?
A: Handle them carefully. The acquired companyโ€™s Oracle licenses remain valid only for that entityโ€™s prior use โ€“ they usually canโ€™t be freely merged or used by the acquiring company. As the new owner, you inherit those contracts but must adhere to their terms. You have a few options: keep the acquired systems running on their own licenses separately, consolidate them into your ULA (if possible through negotiation), or possibly terminate/shelf some licenses if redundant (though Oracle typically doesnโ€™t give refunds on licenses, you might save on support costs if you drop duplicative use). Itโ€™s important to engage Oracle to consolidate support contracts or transfer licenses legally if allowed (some Oracle contracts permit transfer in a 100% acquisition scenario with notice). Always get Oracleโ€™s approval before assuming you can use the acquired licenses in your broader organization โ€“ without consent, using those licenses beyond their original scope could be non-compliant.

Q9: Can we renegotiate ULA terms in the middle of the contract due to an M&A?
A: Mid-term renegotiation is challenging, but not impossible. Oracle has no obligation to change a contract after itโ€™s signed, but if an M&A happens, they might be open to solutions that result in selling more licenses or services. You can approach Oracle to expand the ULA or sign a new agreement covering the merged entity. This often effectively means replacing your ULA with a new deal (perhaps an expanded ULA or a different enterprise license agreement). Be aware: doing this mid-term could mean losing some benefits of your original ULA or paying more. Oracle will treat it as a new negotiation where they have the leverage. Itโ€™s better to have terms baked in initially, but if you missed that, you should still attempt to negotiate as soon as an M&A is known. Just prepare that Oracle will seek a premium for any mid-stream adjustments.

Q10: What is a practical first step if we plan a merger involving Oracle software?
A: The first step is to assemble the right team and information. Bring together your software asset manager, legal counsel, and possibly an external Oracle licensing advisor. Inventory all Oracle usage and contracts of both the acquiring and target organizations. With that in hand, schedule a meeting with Oracle (and internally decide your ideal outcome โ€“ e.g., keep ULA going, or get a new agreement covering both). Initiating an open dialogue with Oracleโ€™s account reps early can sometimes lead to interim solutions (like a written affirmation that the new entity can operate under existing licenses for a short period). Start with due diligence: know what you have and what the target has. Then, engage with Oracle formally to map out a compliant path forward. This proactive approach sets the tone that you intend to stay compliant and often makes Oracle more cooperative in finding a workable licensing solution for the newly merged business.

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  • Fredrik Filipsson has 20 years of experience in Oracle license management, including nine years working at Oracle and 11 years as a consultant, assisting major global clients with complex Oracle licensing issues. Before his work in Oracle licensing, he gained valuable expertise in IBM, SAP, and Salesforce licensing through his time at IBM. In addition, Fredrik has played a leading role in AI initiatives and is a successful entrepreneur, co-founding Redress Compliance and several other companies.

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