Oracle ULAs: certification floors for processors and/or users – why?

Over the past weeks, we addressed many essentials around ULAs including: generic limitations; the financial impact you may face if you incorrectly count the number of processors at the end of the ULA; licensing rules and definitions you need to follow when you are using virtualization technologies like VMware vSphere, and IBM LPAR; the implications of mergers and acquisitions; and the rationale behind Capped or Flexible Use license agreements. Some of our readers raised questions about the meaning of and the reasons behind so-called “Certification Floors.” In this article we seek to explain the relevance thereof related to ULAs.

Signing off on your Certification Date

Oracle’s standard ULA agreement includes a very fundamental clause, stating that on the Certification Date – or Accelerated Certification Date if applicable – your company must provide a certification signed by a C-level executive, verifying the quantity of processors and/or application users on/for which the Unlimited Deployment Programs are installed and running, as of the expiration or termination date. On that date, your company’s quantity of processor and/or application user licenses shall be fixed and limited as mentioned in the Certified Deployment.
This clause is pretty straight-forward but it can imply a risk in case the further roll-out/deployment of certain Oracle programs is uncertain. For example, a company may invest 10 million USD in a Database Enterprise Edition Options ULA for Active Dataguard, Partitioning, Real Application Clusters, Real Application Testing and Multitenant.
You typically have great plans use these features during the term of the ULA: let’s say over the coming three years. However in the end, due to unforeseen changes in the IT organization, a new company structure or else, the deployment and usage of these programs might not have happened as planned.

Avoid financial risk through “Certification Floors”

At the end of the ULA, you then would probably need to certify a very small number of processors. In such situation, the initial deal that may have looked promising, will eventually result in a very bad one for the end user party, because your company woud pay the aforementioned 10 million USD for ending up with for instance 10 or 20 processor licenses “Perpetual.”

To avoid such a scenario, many companies discussed matters with Oracle and agreed to include a so-called “Certification Floor” in the ULA, meaning that at all times there will be a minimum amount of processors on which the Oracle programs included will be certified. This is to guarantee that the initial investment made – in this case 10 million USD – will result in a minimum number of “Perpetual” licenses at the end of the ULA period. The “Certification Floor” itself typically is added as a table to the agreement, reflecting these quantities.