Exhibit 10.16
 *****CONFIDENTIAL TREATMENT REQUESTED
 
 ORACLE PARTNERNETWORK
EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT
  A. Agreement Definitions
              
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended.




---



##### 



http://partner.oracle.com
 http://partner.oracle.com
 http://partner.oracle.com
 http://oracle.com/contracts
    B. Distribution Rights
  2




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##### 



C. Trial Licenses
  D. Distributors
  E. Ownership and Restrictions
    
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 3




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##### 




    
    duplicate and/or distribute the programs unless embedded with the application package;
 
    
    use the programs except as expressly provided in this agreement;
 
    
    remove or modify any program markings or any notice of Oracles or its licensors
proprietary rights;
 
    
    rent, lease, or timeshare the programs, or provide subscription services for the programs,
or permit your end user to do so (unless Oracle expressly permits such access for the specific
program license the end user has acquired), or distribute the programs in any manner except as
provided under this agreement;
 
    
    cause or permit reverse engineering (unless required by law for interoperability),
disassembly, or decompilation of the programs (the foregoing prohibition includes but is not
limited to review of data structures or similar materials produced by programs);
 
    
    disclose results of any program benchmark tests without Oracles prior written consent;
 
    
    engage in any conduct that may be detrimental to Oracle or to the programs;
 
    
    enter into any agreement which requires you to take any actions that are in conflict with
the terms of this agreement;
 
    
    permit end users to install the programs separately and independently from the application
package; or
 
    
    provide end users access to, or permit end users to make use of any program APIs supplied
by Oracle.
  F. Reporting
   http://partneroracle.com
 G. License Agreement
  (1)
    
    Limit the use of the programs that are subject to the end user license agreement to the
legal entity that executed the end user license agreement.(2)
    
    Restrict use of the programs to the scope of the application package and to the
internal business operations of the end user subject to the terms of the end user license
agreement. You may allow your end users to permit agents or contractors (including,
without limitation, outsourcers) to use the application package on the applicable end
users behalf for the purposes set forth in the end user license agreement, subject to the
terms of such agreement, provided that such end users are responsible for the agents,
contractors and outsourcers compliance with the end user license agreement in such use.
For an application package that includes programs that are specifically designed to allow
the end users customers and suppliers to interact with the end user in the furtherance of
the end users internal business operations, such use may be allowed under the end user
license agreement.(3)
    
    State that Oracle or its licensor retains all ownership and intellectual property
rights to the programs.(4)
    
    Prohibit (a) the transfer of the programs except for temporary transfer in the event of
computer malfunction if the application package embeds the programs in a physical device
and (b) the end user from assigning, giving, or transferring the programs and/or any
services ordered or an interest in them to another individual or entity (in the event
the end user grants a security interest in the programs and/or any services, the
secured party has no right to use or transfer the programs and/or any services).
 4




---



##### 



(5)
    
    Prohibit (a) use of the programs for rental, timesharing, subscription service,
hosting, or outsourcing; (b) the removal or modification of any program markings or any
notice of Oracles or its licensors proprietary rights; (c) the end user from making the
programs available in any manner to any third party for use in the third partys business
operations (unless such access is expressly permitted for the specific program license);
and (d) title to the programs from passing to the end user or any other party.(6)
    
    Prohibit the reverse engineering (unless required by law for interoperability),
disassembly or decompilation of the programs (the foregoing prohibition includes but is not
limited to review of data structures or similar materials produced by programs) and
prohibit duplication of the programs except for a sufficient number of copies of each
program for the end users licensed use and one copy of each program media.(7)
    
    Disclaim, to the extent permitted by applicable law, Oracles liability for (a) any
damages, whether direct, indirect, incidental, special, punitive or consequential, and (b)
any loss of profits, revenue, data or data use, arising from the use of the programs.(8)
    
    Require the end user, at the termination of the agreement, to discontinue use and
destroy or return to you all copies of the programs and documentation.(9)
    
    Prohibit publication of any results of benchmark tests run on the programs.(10)
    
    Require the end user to comply fully with all relevant export laws and regulations of
the United States and other applicable export and import laws to assure that neither the
programs, nor any direct product thereof, are exported, directly or indirectly, in
violation of applicable laws.(11)
    
    Notify the end user that the programs are subject to a restricted license and can only
be used in conjunction with the application package and that the end user is not permitted
to modify the programs.(12)
    
    Not require Oracle to perform any obligations or incur any liability not previously
agreed to between you and Oracle.(13)
    
    Permit you to audit your end users use of the programs, require the end user to
provide reasonable assistance and access to information in the course of such audit and
permit you to report the audit results to Oracle or to assign your right to audit the end
users use of the programs to Oracle. Where you assign your right to audit to Oracle then
Oracle shall not be responsible for any of your or the end users costs incurred in
cooperating with the audit.(14)
    
    Designate Oracle as a third party beneficiary of the end user license agreement.(15)
    
    Exclude the application of the Uniform Computer Information Transactions Act.(16)
    
    Inform the end user that some programs may include source code that Oracle may provide
as part of its standard shipment of such programs, which source code shall be governed by
the terms of the end user license agreement.(17)
    
    State that third party technology that may be appropriate or necessary for use with
some Oracle programs is specified in the application package documentation or as otherwise
notified by you and that such third party technology is licensed to the end user only for
use with the application package under the terms of the third party license agreement
specified in the application package documentation or as otherwise notified by you and not
under the terms of the end user license agreement.
   H. Fees and Taxes
   
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 5




---



##### 



http://partner.oracle.com
  I. Warranties, Disclaimers and Exclusive Remedies
  ORACLE DOES NOT GUARANTEE THAT THE PROGRAMS WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT
ORACLE WILL CORRECT ALL PROGRAM ERRORS.
 FOR ANY BREACH OF THE ABOVE WARRANTIES, YOUR EXCLUSIVE REMEDY AND ORACLES ENTIRE LIABILITY SHALL
BE: .
 TO THE EXTENT PERMITTED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR
IMPLIED WARRANTIES OR CONDITIONS INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
 J. Indemnification
  
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 6




---



##### 




    
    notify the General Counsel, Oracle Legal Department, promptly in writing, not later than 30
days after you receive notice of the claim (or sooner if required by applicable law);
 
    
    give Oracle sole control of the defense and any settlement negotiations; and
 
    
    give Oracle the information, authority, and assistance Oracle needs to defend against or
settle the claim.
  K. End User Technical Support
   http://partner.oracle.com
  L. Term and End of Agreement
  7




---



##### 



M. Nondisclosure
    N. Trademarks and Copyrights
 http://partner.oracle.com
 O. Relationships between Parties
  8




---



##### 



P. Privacy
   http://partner.oracle.com
 Q. URLs
  R. Ethical Business Practices
 http://partner.oracle.com
 S. Entire Agreement
  T. Limitation of Liability
 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ORACLES MAXIMUM LIABILITY FOR ANY
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER OR MONTHLY REPORT, WHETHER IN
CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO . AND IF SUCH DAMAGES RESULT FROM YOUR
DUPLICATION AND DISTRIBUTION OF PROGRAMS OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO .
 U. Export
 
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 9




---



##### 



V. Other
 1.
    
    This agreement is governed by the substantive and procedural laws of the State of California
and you and Oracle agree to submit to the exclusive jurisdiction of, and venue in, the courts
in San Francisco, San Mateo, or Santa Clara counties in California in any dispute arising out
of or relating to this agreement.
 2.
    
    If you have a dispute with Oracle or if you wish to provide a notice under Section J
(Indemnification) of this agreement, or if you become subject to insolvency or other similar
legal proceedings, you will promptly send written notice to: Oracle USA, Inc., 500 Oracle
Parkway, Redwood Shores, California, United States 94065, Attention: General Counsel, Legal
Department.
 3.
    
    You may not assign this agreement or give or transfer the programs and/or any services
ordered or an interest in them to another individual or entity. If you grant a security
interest in the programs and/or any services deliverables, the secured party has no right to
use or transfer the programs and/or any services.
 4.
    
    Except for actions for nonpayment or breach of Oracles proprietary rights, no action,
regardless of form, arising out of or relating to this agreement may be brought by either
party more than two years after the cause of action has accrued.
 5.
    
    You agree that the sales process that you use complies with applicable procurement
regulations (if the end user is a government entity) and that you will keep accurate books and
records in connection with the activities under this agreement. Upon 45 days written notice,
Oracle may audit your duplication and distribution of the programs and your activities under
this agreement. Any such audit shall not unreasonably interfere with your normal business
operations. You agree to cooperate with Oracles audit and provide reasonable assistance and
access to information, including but not limited to relevant books, records, agreements,
servers, technical personnel, and reporting systems. Upon Oracles request, you will also
provide to Oracle a system generated list of the Oracle program licenses distributed to end
users under this agreement during the time period specified by Oracle and any supporting
documentation requested by Oracle pursuant to the terms of Section F Reporting for the
purposes of validating completeness and accuracy of your reporting obligations under this
agreement. You agree to pay within 30 days of written notification any fees applicable to
your distribution of the programs in excess of your license rights and underpaid fees. If you
do not pay, Oracle can end your technical support, licenses and this agreement and/or may
choose not to accept your application to renew this agreement at such time of renewal. Upon
Oracles request, you agree to audit end user(s) and/or distributors and report the findings
to Oracle, or assign your right to audit end user(s) and/or distributors to Oracle. You agree
that Oracle shall not be responsible for any of your costs incurred in cooperating with this
audit.
 6.
    
    The Uniform Computer Information Transactions Act does not apply to this agreement or any
order or monthly report hereunder.
 W. Force Majeure
   10




---



##### 



PARTNER:
    
    ARCSIGHT, INC.
    
    ORACLE USA, INC.Partner Address:
    
    5 Results Way, Cupertino, CA 95014Partner Fax No:
    
    408-532-5459Authorized Signature:
    
    /s/ Stewart Grierson
    
    Authorized Signature:
    
    /s/ Douglas W. DoranName:
    
    Stewart Grierson
    
    Name:
    
    Douglas W. DoranTitle:
    
    CFO
    
    Title:
    
    Director, License ContractsSignature Date:
    
    May 20, 2009
    
    Signature Date:
    
    5/21/2009Agreement No:
    
    US-OPN-EMBD-10237203-31-MAY-09
    
    [to be completed by Oracle]
 11




---



##### 



AMENDMENT ONE
to the
ORACLE PARTNERNETWORK
EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT
between
ARCSIGHT, INC.
and
ORACLE USA, INC
   1.
    
    In section B. Distribution Rights, in the second paragraph, in the first
sentence, immediately after the phrase royalty free, insert patent.2.
    
    In section C. Trial Licenses, in the first sentence, replace ***** with
*****.3.
    
    In section C. Trial Licenses, in the second, third, and fourth sentences,
replace ***** with *****.4.
    
    In section C. Trial Licenses, insert the following after the fourth sentence of
the section: : Notwithstanding the foregoing, trial licenses distributed to federal
government end users may be used by such federal government end users for up to *****. You
must pay Oracle a fee for any trial licenses you extend to federal end users for more than
*****.5.
    
    In section D. Distributors, in the third sentence, delete the phrase (a) grant
the rights for the distributor to distribute the application package to end users, and
replace it with the following:(a) grants (i) the rights for the distributor to distribute the application package to end
users, and, at your option, (ii) the right for the distributor to use the demonstration
licenses for the programs you order under your Oracle PartnerNetwork membership to
demonstrate the programs to potential end users solely as the programs are embedded in and
solely in connection with the application package, and/or to provide training for the
distributors employees and end users solely as the programs are embedded in and solely in
connection with the application package,6.
    
    In section E. Ownership and Restrictions, in the fourth paragraph, at the end
of the of the seventh bullet point, after programs and before the semicolon, insert ,
provided, however, that nothing herein shall restrict you from using or distributing
products provided by parties other than Oracle or being in any business in competition with
Oracle7.
    
    In section F. Reporting, in the second paragraph, delete the first sentence and
replace it with the following:Upon request, you will provide Oracle with a copy of the complete end user license
agreement, including any addenda or amendments thereto, and any ordering documents or
purchase agreements between you and the end user related to the order, with any pricing
information removed. Such copies shall be considered confidential information provided they
are clearly identified as confidential at the time of disclosure and otherwise meet the
requirements of Section M. Nondisclosure.8.
    
    In section G. License Agreement, in the first paragraph, at the end of
subsection (1), insert the following:Notwithstanding the foregoing, you may allow the majority-owned subsidiaries of an end user
to use the programs for the internal business operations of such end user provided (i) the
majority-owned subsidiary
agrees to be bound by the terms and conditions of the applicable ordering document and the
end user license agreement, and the end user agrees in writing to be responsible for any
breach of such terms and conditions by such majority-owned subsidiary, or (ii), the end user
warrants that it has the authority to bind such majority-owned subsidiaries to the terms and
conditions of the agreement and the end user agrees in writing to be responsible for any
breach of such terms and conditions by such majority-owned subsidiaries.
 
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended.




---



##### 



9.
    
    In section G. License Agreement, in the first paragraph, at the end of
subsection (4), insert the following:Notwithstanding the foregoing, upon written notice to Oracle provided that technical
support has been continuously maintained for the programs, the end user may assign its
rights to use the programs as part of the application package under the end user license
agreement to an entity that (i) is acquiring all or substantially all of the end users
assets and assuming all liabilities related to such assets; and (ii) agrees in writing to
the terms and conditions of the end user license agreement; .10.
    
    In section J. Indemnification, in the first paragraph, in the third bullet
point, after the word claim, insert the following:Oracle will reimburse you for reasonable out-of-pocket expenses incurred by you in
providing such assistance.11.
    
    In section J. Indemnification, in the second paragraph, in the second sentence,
immediately after the phrase Oracle will not indemnify you or an end user if you or an end
user alter a program or if you distribute, insert it outside the scope of this agreement12.
    
    In section Q. URLs, add the following new sentence after the third (last)
sentence of the section:In the event of a direct conflict between the terms and conditions of this agreement and
the terms of any of the referenced and incorporated policies contained at the URLs specified
herein, the terms and conditions of the agreement shall control the parties rights and
obligations.13.
    
    In section T. Limitation of Liability, at the beginning of the second sentence
before the word ORACLES, insert: EXCEPT FOR ORACLES OBLIGATION TO INDEMNIFY YOU UNDER
SECTION J. INDEMNIFICATION,14.
    
    In section T. Limitation of Liability, add the following new paragraph at the
end of the section:Notwithstanding anything to the contrary in this section and with respect only to a
Claimants cause of action against the Recipient for infringement which results in a final
judgment or award (after appeals), or settlement in such Claimants favor, against the
Recipient for which the Provider is liable under Section J (Indemnification) of this
agreement to indemnify the Recipient, the Providers indemnity obligation under said section
for such final judgment, award, or settlement shall apply without regard to whether damages
are classified as direct, indirect, incidental, special or consequential. Claimant as
used herein shall refer to parties other than you and Oracle. Recipient as used herein
means the party, either you or Oracle, receiving the indemnification, and Provider as used
herein means the party, either you or Oracle, providing the indemnification.15.
    
    In section V. Other, in subsection 3., add the following after the first
sentence:Notwithstanding the previous sentence, upon advance written notice to Oracle and provided
that you have continuously maintained technical support and your membership in the Oracle
PartnerNetwork, you may assign your rights under this agreement to an assignee if and when
the assignee either (a) acquires all or substantially all of your assets and assumes all
liabilities related to such assets, or (b) acquires your division, business unit or
operation which distributes Oracle software programs and assumes the liabilities of such
division, business unit or operation. Additionally, assignee must agree in writing to the
terms and conditions of this agreement, must agree to continue to provide technical support services
to supported end users to whom you were providing technical support services under the terms
of the agreement, and must assume all your obligations under any end user license
agreement(s). Notwithstanding the assignment rights granted herein, you may not assign your
rights under this agreement to an Oracle competitor. As used herein the term competitor
shall mean IBM (including PWC), Microsoft, PWC, SAP, and Sybase.16.
    
    In section V. Other, in subsection 5, in the fifth sentence, immediately after
the phrase Upon Oracles request, insert in the event of an audit. In the penultimate
sentence, immediately after the phrase Upon Oracles insert reasonable.
 Page 2 of 3




---



##### 



17.
    
    Add a new section X as follows:
 X. Viruses
    ARCSIGHT, INC.
    
    
    
    ORACLE USA, INC.By:
    
    /s/ Stewart Grierson
    
    By:
    
    /s/ Douglas W. DoranName:
    
    Stewart Grierson
    
    Name:
    
    Douglas W. DoranTitle:
    
    CFO
    
    Title:
    
    Director, License ContractsSignature
    
    
    
    SignatureDate:
    
    May 20, 2009
    
    Date:
    
    5/21/2009
 Page 3 of 3




---



##### 



BUYOUT ADDENDUM
to the
EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT
between
ARCSIGHT, INC.
and
ORACLE USA, INC.
  1. Distribution Rights
   2. License and Technical Support Fees
  1




---



##### 



3. Reporting
  4. Technical Support
    
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 2




---



##### 



5. Term
  6. Application Packages
  List of Application Packages
    7. Internet Hosting
 License Agreement
 8. Delivery
  
 *****
    
    The omitted portions of this exhibit have been filed separately with the SEC pursuant to a request for
confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934, as amended. 3




---



##### 



PARTNER:
    
    ARCSIGHT, INC.
    
    ORACLE USA, INC.Authorized Signature:
    
    /s/ Stewart Grierson
    
    Authorized Signature:
    
    /s/ Douglas W. DoranName:
    
    Stewart Grierson
    
    Name:
    
    Douglas W. DoranTitle:
    
    CFO
    
    Title:
    
    Director, License ContractsSignature Date:
    
    May 20, 2009
    
    Signature Date:
    
    5/21/2009
 4




---



##### 



PUBLIC SECTOR ADDENDUM
to the
EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT
between
ARCSIGHT, INC.
and
ORACLE USA, INC.
  1.
    
    Agreement DefinitionsFor the purposes of this addendum, the term public sector end user refers to an end user that
is (a) a government, legislature or decision making body, instrumentality, department, or agency
at any level (national, local, municipal or otherwise); entities managed, controlled or majority
owned by government interests; public organizations or foundations of any kind (including
political parties, political organizations, or political candidates); and any public
international organization, such as, but not limited to, the International Red Cross,
United Nations, or the World Bank; and (b) licensed to use the application program with the
embedded programs for its own internal business operations subject to the terms of an end user
license agreement as further provided for in the agreement.2.
    
    Distribution RightsNotwithstanding anything to the contrary in the agreement, Oracle grants you a nonexclusive,
nontransferable right to distribute programs and/or services to public sector end users subject
to the terms of the agreement.3.
    
    Order TermsNotwithstanding anything to the contrary in section F of the agreement, Reporting, upon request
from Oracle, you agree to submit to Oracle a copy of the end user license agreement related to
each order for a public sector end user and any ordering documents, purchase agreements and
other documents between you and the public sector end user that together with the end user
license agreement form the complete end user contract related to the order.4.
    
    U.S. Government End UsersOracle programs, including documentation, delivered to U.S. Government end users are commercial
computer software pursuant to the applicable Federal Acquisition Regulation (FAR) and
agency-specific supplemental regulations. As such, use, duplication, disclosure, modification,
and adaptation of the programs, including documentation, shall be subject to the license and
license restrictions set forth in this agreement, and, to the extent applicable, the additional
rights set forth in FAR 52.227-19, Commercial Computer Software  Restricted Rights (June 1987).5.
    
    Term and End of AgreementThe term of this addendum shall commence on its effective date below and shall co-terminate with
the agreement unless terminated earlier as provided in the agreement. Notwithstanding anything
to the contrary in the agreement, this addendum may be terminated by either party at any time by
providing thirty (30) days prior written notice to the other party.
 1




---



##### 



PARTNER:
    
    ARCSIGHT, INC.
    
    ORACLE
    
    ORACLE USA, INC.Authorized Signature:
    
    /s/ Stewart Grierson
    
    Authorized Signature:
    
    /s/ Douglas W. DoranName:
    
    Stewart Grierson
    
    Name:
    
    Douglas W. DoranTitle:
    
    CFO
    
    Title:
    
    Director, License ContractsSignature Date:
    
    May 20, 2009
    
    Signature Date:
    
    5/21/2009
 2




---



##### 



AMENDMENT ONE
to the
PUBLIC SECTOR ADDENDUM
to the
ORACLE PARTNERNETWORK
EMBEDDED SOFTWARE LICENSE DISTRIBUTION AGREEMENT
between
ARCSIGHT, INC.
and
ORACLE USA, INC
   1.
    
    In section 3. Order Terms, add the following to the end of the section: Such
copies shall be considered confidential information provided they are clearly identified as
confidential at the time of disclosure and otherwise meet the requirements of Section M.
Nondisclosure.
 2.
    
    In section 5. Term and End of Agreement, delete the second sentence, which
reads Notwithstanding anything to the contrary in the agreement, this addendum may be
terminated by either party at any time by providing thirty (30) days prior written notice
to the other party.
   ARCSIGHT, INC.
    
    
    
    ORACLE USA, INC.By:
    
    /s/ Stewart Grierson
    
    By:
    
    /s/ Douglas W. DoranName:
    
    Stewart Grierson
    
    Name:
    
    Douglas W. DoranTitle:
    
    CFO
    
    Title:
    
    Director, License ContractsSignature
    
    
    
    SignatureDate:
    
    May 20, 2009
    
    Date:
    
    5/21/2009
 Page 1 of 1