f8kex10xx_pioneer.htm


     

     

    Exhibit
10.20

     

    
      ORACLE

       

      ORACLE
LICENSE AND SERVICES AGREEMENT

       

      A.           Agreement
Definitions

       

      “You” and
“your” refers to the individual or entity that has executed this agreement
(“agreement”) and ordered programs and/or services from Oracle Corporation
Canada Inc. (“Oracle”) or an authorized distributor. The term “ancillary
programs” refers to third party materials as specified in the program
documentation which may only be used for the purposes of installing or operating
the programs with which the ancillary programs are delivered. The term “program
documentation” refers to the program user manual and program installation
manuals. The term “programs” refers to the software products owned or
distributed by Oracle which you have ordered, program documentation, and any
program updates acquired through technical support. The term “services” refers
to technical support, education, hosted/outsourcing services, consulting or
other services which you have ordered. The term “third party programs” refers to
programs designated in an ordering document as a third party
program.

       

      B.           Applicability
of Agreement

       

      This
agreement is valid for the order which this agreement accompanies.

       

      C.           Rights
Granted

       

      Upon
Oracle’s acceptance of your order, you have the non-exclusive, royalty free,
perpetual (unless otherwise specified in the ordering document), limited right
to use the programs and receive any services you ordered solely for your
internal business operations and subject to the terms of this agreement,
including the definitions and rules set forth in the order and the program
documentation. For programs that are specifically designed to allow your
customers and suppliers to interact with you in the furtherance of your internal
business operations, such use is allowed under this agreement. You may allow
your agents and contractors (including, without limitation, outsourcers) to use
the programs for this purpose and you are responsible for their compliance with
this agreement in such use. If accepted, Oracle will notify you and this notice
will include a copy of your agreement. Program documentation is delivered with
the programs, or you may access the documentation online at
http://oracle.corn/contracts. Services are provided based on Oracle’s policies
for the applicable services ordered, which are subject to change, and the
specific policies applicable to you, and how to access them, will be specified
on your order (except technical support services, which are as specified in
section H of this agreement). Upon payment for services, you will have a
perpetual, non-exclusive, non-assignable, royalty free license to use for your
Internal business operations anything developed by Oracle and delivered to you
under this agreement; however, certain deliverables may be subject to additional
license terms provided in the ordering document.

       

      The
services provided under this agreement may be related to your license to use
programs which you acquire under a separate order. The agreement referenced in
that order shall govern your use of such programs. Any services acquired from
Oracle are bid separately from such program licensee, and you may acquire either
services or such program licenses without acquiring the other.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      D.           Ownership
and Restrictions

       

      Oracle or
its licensors retain all ownership and intellectual property rights to the
programs. Oracle retains all ownership and intellectual property rights to
anything developed by Oracle and delivered to you under this agreement resulting
from the services. You may make a sufficient number of copies of each program
(other than for Siebel programs), for your licensed use and one copy of each
program media. With respect to Siebel programs, you may only make a sufficient
number of copies of each such program to support the maximum number of users of
such program(s).

       

      Third
party technology that may be appropriate or necessary for use with some Oracle
programs is specified in the program documentation, such third party technology
is licensed to you under the terms of the third party technology license
agreement specified in the program documentation and not under the terms of this
agreement.

       

      You may
not:

       

      
        	
                •

              	
                remove
      or modify any program markings or any notice of Oracle’s or its licensors’
      proprietary rights;

              


      

       

      
        	
                •

              	
                make
      the programs or materials resulting from the services 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 or materials from the services you have
  acquired);

              


      

       

      
        	
                •

              	
                cause
      or permit reverse engineering (unless required by law for
      interoperability), disassembly or decompilation of the
      programs;

              


      

       

      
        	
                •

              	
                disclose
      results of any program benchmark tests without Oracle’s prior written
      consent;

              


      

       

      
        	
                •

              	
                use
      third party programs except in connection with PeopleSoft and/or JD
      Edwards programs.

              


      

       

      E. Warranties,
Disclaimers and Exclusive Remedies

       

      Oracle
warrants that a program licensed to you will operate in all material respects as
described in the applicable program documentation for one year after delivery
(i.e., via physical shipment or electronic download). You must notify Oracle of
any program warranty deficiency within one year after delivery. Oracle also
warrants that services will be provided in a professional manner consistent with
industry standards. You must notify Oracle of any services warranty deficiencies
within 90 days from performance of the defective services.

       

      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: (A) THE CORRECTION OF PROGRAM ERRORS THAT CAUSE BREACH OF
THE WARRANTY, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT SUCH BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END YOUR PROGRAM LICENSE AND RECOVER THE
FEES PAID TO ORACLE FOR THE PROGRAM LICENSE AND ANY UNUSED, PREPAID TECHNICAL
SUPPORT FEES YOU HAVE PAID FOR THE PROGRAM LICENSE; OR (B) THE REPERFORMANCE OF
THE DEFICIENT SERVICES, OR IF ORACLE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A
COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER
THE FEES PAID TO ORACLE FOR THE DEFICIENT SERVICES.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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.

       

      F.           Trial
Programs

       

      You may
order trial programs, or Oracle may include additional programs with your order
which you may use for trial, non-production purposes only. You may not use the
trial programs to provide or attend third party training on the content and/or
functionality of the programs. You have 30 days from the delivery date to
evaluate these programs. If you decide to use any of these programs after the 30
day trial period, you must obtain a license for such programs from Oracle or an
authorized distributor. If you decide not to obtain a license for any program
after the 30 day trial period, you will cease using and will delete any such
programs from your computer systems. Programs licensed for trial purposes are
provided “as is” and Oracle does not provide technical support or offer any
warranties for these programs.

       

      G.           Indemnification

       

      If a
third party makes a claim against either you or Oracle (“Recipient” which may
refer to you or Oracle depending upon which party received the Material), that
any information, design, specification, instruction, software, data, or material
(“Material”) furnished by either you or Oracle (“Provide” which may refer to you
or Oracle depending on which party provided the Material), and used by the
Recipient infringes its intellectual property rights, the Provider, at its sole
cost and expense, will defend the Recipient against the claim and indemnify the
Recipient from the damages, liabilities, costs and expenses awarded by the court
to the third party claiming infringement or the settlement agreed to by the
Provider, if the Recipient does the following:

       

      
        	
                •

              	
                notifies
      the Provider promptly in writing, not later than 30 days after the
      Recipient receives notice of the claim (or sooner if required by
      applicable law);

              


      

       

      
        	
                •

              	
                gives
      the Provider sole control of the defense and any settlement negotiations;
      and

              


      

       

      
        	
                •

              	
                gives
      the Provider the information, authority, and assistance the Provider needs
      to defend against or settle the
claim.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      If the
Provider believes or it is determined that any of the Material may have violated
a third party’s intellectual property rights, the Provider may choose to either
modify the Material to be non-infringing (while substantially preserving its
utility or functionality) or obtain a license to allow for continued use, or if
these alternatives are not commercially reasonable, the Provider may end the
license for, and require return of, the applicable Material and refund any fees
the Recipient may have paid for it and any unused, prepaid technical support
fees you have paid for the license. If you are the Provider and such return
materially affects Oracle’s ability to meet its obligations under the relevant
order, then Oracle may, at its option and upon 30 days prior written notice,
terminate the order. The Provider will not indemnify the Recipient if the
Recipient alters the Material or uses it outside the scope of use identified in
the Provider’s user documentation or if the Recipient uses a version of the
Materials which has been superseded, if the infringement claim could have been
avoided by using an unaltered current version of the Material which was provided
to the Recipient. The Provider will not indemnify the Recipient to the extent
that an infringement claim is based upon any information, design, specification,
instruction, software, data, or material not furnished by the Provider. Oracle
will not indemnify you to the extent that an infringement claim is based upon
the combination of any Material with any products or services not provided by
Oracle. Oracle will not indemnify you for infringement caused by your actions
against any third party if the Oracle program(s) party as delivered to you and
used in accordance with the terms of this agreement would not otherwise infringe
any third par intellectual property rights. This section provides the parties’
exclusive remedy for any infringement claims or damages.

       

      H.           Technical
Support

       

      For
purposes of the ordering document, technical support consists of annual
technical support services you may have ordered for the supportable programs.
The term “supportable programs” refers to those programs for which Oracle offers
annual technical support services, including third party programs specifically
designated on the order as supportable programs. If ordered, annual technical
support (including first year and all subsequent years) is provided under
Oracle’s technical support policies in effect at the time the services are
provided. The technical support policies, incorporated in this agreement, are
subject to change at Oracle’s discretion; however, Oracle will not materially
reduce the level of services provided for supported programs during the period
for which fees for technical support have been paid. You should review the
policies prior to entering into the ordering document for the applicable
services. You may access the current version of the technical support policies
at http://oracle.com/contracts.

       

      Technical
support is effective upon the effective date of the ordering document unless
otherwise stated in your order. If your order was placed through the Oracle
Store, the effective date is the date your order was accepted by
Oracle.

       

      Software
Update License & Support (or any successor technical support offering to
Software Update License & Support, “SULS”) acquired with your order may be
renewed annually and, if you renew SULS for the same number of licenses for the
same programs, for the first and second renewal years the fee for SULS, will not
increase by more than 4% over the prior year’s fees. There is no cap on fee
increases for SULS for third party programs; unless otherwise provided in your
order, the SULS fee for third party programs that are identified as supportable
programs licensed pursuant to an ordering document will equal the fee in effect
at the time SULS is renewed. If your order is fulfilled by a member of Oracle’s
partner program, the fee for SULS for the first renewal year will be the price
quoted to you by your partner; the fee for SULS for the second renewal year will
not increase by more than 4% over the prior year’s fees. There is no cap on fee
increases for SULS for third party programs; unless otherwise provided in your
order, the SULS fee for third party programs that are identified as supportable
programs licensed pursuant to an ordering document will equal the fee in effect
at the time SULS is renewed.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      If you
decide to purchase technical support for any license within a license set, you
are required to purchase technical support at the same level for all licenses
within that license set. You may desupport a subset of licenses in a license set
only if you agree to terminate that subset of licenses. The technical support
fees for the remaining licenses will be priced in accordance with the technical
support policies in effect at the time of termination. Oracle’s license set
definition is available in the current technical support policies. If you decide
not to purchase technical support, you may not update any unsupported program
licenses with new versions of the program.

       

      I.           End
of Agreement

       

      If either
of us breaches a material term of this agreement and fails to correct the breach
within 30 days of written specification of the breach, then the breaching party
is in default and the non-breaching party may terminate this agreement. If
Oracle ends this agreement as specified in the preceding sentence, you must pay
within 30 days all amounts which have accrued prior to such end, as well as all
sums remaining unpaid for programs ordered and/or services received under this
agreement plus related taxes and expenses. If Oracle ends the license for a
program under the Indemnification section, you must pay within 30 days all
amounts for such license which have accrued prior to such end, as well as all
sums remaining unpaid for services related thereto received under this agreement
plus related taxes and expenses. Except for nonpayment of fees, the
non-breaching party may agree in its sole discretion to extend the 30 day period
for so long as the breaching party continues reasonable efforts to cure the
breach. You agree that if you are in default under this agreement, you may not
use those programs and/or services ordered. You further agree that if you have
used an Oracle Financing Division contract to pay for the fees due under an
order and you are in default under that contract, you may not use the programs
and/or services that are subject to such contract. Provisions that survive
termination or expiration are those relating to limitation of liability,
infringement indemnity, payment, and others which by their nature are intended
to survive.

       

      J.           Fees
and Taxes

       

      All fees
payable to Oracle are due within 30 days from the invoice date. You agree to pay
any sales, value-added or other similar taxes imposed by applicable law that
Oracle must pay based on the programs and/or services you ordered, except for
taxes based on Oracle’s income. Also, you will reimburse Oracle for reasonable
expenses related to providing the services. Fees for services listed in an
ordering document are exclusive of taxes and expenses. You agree that you have
not relied on the future availability of any programs or updates in entering
into the payment obligations in your ordering document; however, (a) if you
order SULS for programs, the preceding sentence does not relieve Oracle of its
obligation to provide updates under your ordering document, if-and-when
available, in accordance with Oracle’s then current technical support policies,
and (b) the preceding sentence does not change the rights granted to you for any
program licensed under your ordering document, per the terms of your ordering
document and this agreement.

       

      K.           Nondisclosure

       

      By virtue
of this agreement, the parties may have access to information that is
confidential to one another (“confidential information”). We each agree to
disclose only information that is required for the performance of obligations
under this agreement. Confidential information shall be limited to the terms and
pricing under this agreement and all information clearly identified as
confidential at the time of disclosure.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      A party’s
confidential information shall not include information that: (a) is or becomes a
part of the public domain through no act or omission of the other party; (b) was
in the other party’s lawful possession prior to the disclosure and had not been
obtained by the other party either directly or indirectly from the disclosing
party; (c) is lawfully disclosed to the other party by a third party without
restriction on the disclosure; or (d) is independently developed by the other
party.

       

      We each
agree to hold each other’s confidential information in confidence for a period
of three years from the date of disclosure. Also, we each agree to disclose
confidential information only to those employees or agents who are required to
protect it against unauthorized disclosure. Nothing shall prevent either party
from disclosing the terms or pricing under this agreement or orders submitted
under this agreement in any legal proceeding arising from or in connection with
this agreement or disclosing the confidential information to a federal or
provincial governmental entity as required by law.

       

      L.           Entire
Agreement

       

      You agree
that this agreement and the information which is incorporated into this
agreement by written reference (including reference to information contained in
a URL or referenced policy), together with the applicable ordering document, are
the complete agreement for the programs and/or services ordered by you, and that
this agreement supersedes all prior or contemporaneous agreements or
representations, written or oral, regarding such programs and/or services. If
any term of this agreement is found to be invalid or unenforceable, the
remaining provisions will remain effective and such term shall be replaced with
a term consistent with the purpose and intent of this agreement. It is expressly
agreed that the terms of this agreement and any Oracle ordering document shall
supersede the terms in any purchase order or other non-Oracle ordering document
and no terms included in any such purchase order or other non-Oracle ordering
document shall apply to the programs and/or services ordered. This agreement and
ordering documents may not be modified and the rights and restrictions may not
be altered or waived except in a writing signed or accepted online through the
Oracle Store by authorized representatives of you and of Oracle. Any notice
required under this agreement shall be provided to the other party in
writing.

       

      M.           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, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE
LIMITED TO THE AMOUNT OF THE FEES YOU PAID ORACLE UNDER THIS AGREEMENT, AND IF
SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR SERVICES, SUCH LIABILITY SHALL
BE LIMITED TO THE FEES YOU PAID ORACLE FOR THE DEFICIENT PROGRAM OR SERVICES
GIVING RISE TO THE LIABILITY.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      N.           Export

       

      Export
laws and regulations of Canada and the United States and any other relevant
local export laws and regulations apply to the programs. You agree that such
export control laws govern your use of the programs (including technical data)
and any services deliverables provided under this agreement, and you agree to
comply with all such export laws and regulations (including “deemed export” and
“deemed re-export” regulations). You agree that no data, information, program
and/or materials resulting from services (or direct product thereof) will be
exported, directly or indirectly, in violation of these laws, or will be used
for any purpose prohibited by these laws including, without limitation, nuclear,
chemical, or biological weapons proliferation, or development of missile
technology.

       

      O.           Other

       

      
        	
                1.

              	
                This
      agreement is governed by the laws of the Province of Ontario and you and
      Oracle agree to submit to the exclusive jurisdiction of, and venue in, the
      courts in Toronto, Ontario in any dispute arising out of or relating to
      this agreement. You and Oracle have agreed that this agreement be drafted
      in English. Vous et Oracle avez convenu que ce contrat soit rédigé en
      anglais.

              


      

       

      
        	
                2.

              	
                If
      you have a dispute with Oracle or if you wish to provide a notice under
      the Indemnification section of this agreement, or if you become subject to
      insolvency or other similar legal proceedings, you will promptly send
      written notice to: Oracle Corporation Canada Inc., 110 Matheson Blvd. W.,
      Suite 100, Mississauga, ON, L5R 3P4, Attention: General Counsel, Legal
      Department.

              


      

       

      
        	
                3.

              	
                You
      may not assign this agreement or give or transfer the programs and/or any
      services 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 deliverables, and if you decide to finance
      your acquisition of the programs and/or any services, you will follow
      Oracle’s policies regarding financing which are at http://oracle.com/contracts.

              


      

       

      
        	
                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.

              	
                Upon
      45 days written notice, Oracle may audit your use of the programs. You
      agree to cooperate with Oracle’s audit and provide reasonable assistance
      and access to information. Any such audit shall not unreasonably interfere
      with your normal business operations. You agree to pay within 30 days of
      written notification any fees applicable to your use of the programs in
      excess of your license rights. If you do not pay, Oracle can end your
      technical support, licenses and/or this agreement. You agree that Oracle
      shall not be responsible for any of your costs incurred in cooperating
      with the audit.

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      P.           Force
Majeure

       

      Neither
of us shall be responsible for failure or delay of performance if caused by: an
act of war, hostility, or sabotage; act of God; electrical, interact, or
telecommunication outage that is not caused by the obligated party; government
restrictions (including the denial or cancellation of any export or other
license); other event outside the reasonable control of the obligated party. We
both will use reasonable efforts to mitigate the effect of a force majeure
event. If such event continues for more than 90 days; either of us may cancel
unperformed services upon written notice. This section does not excuse either
party’s obligation to take reasonable steps to follow its normal disaster
recovery procedures or your obligation to pay for programs delivered or services
provided.

       

      Q.           License
Definitions and Rules

       

      To fully
understand your license grant, you need to review the definition for the
licensing metric and term designation as well as the licensing rules which are
listed below.

       

      Adapter: is defined as each
software code interface, installed on each Oracle Internet Application Server
Enterprise Edition, which facilitates communication of information between each
version of a third party software application or system and Oracle
programs.

       

      SM Annual Transaction Volume:
is defined as one million one hundred and twenty-two thousand, two hundred
Canadian dollars ($1,122,200.00) in all purchase orders transacted and all
auctions conducted through the Oracle Exchange Marketplace by you and others
during the applicable year of the Oracle Exchange Marketplace license,
regardless of whether any such auction results in a purchase order, provided
that an auction resulting in a purchase order shall only be counted against the
Annual Transaction Volume once.

       

      Applications National Language
Support (NLS) Supplement Media Packs: Please be advised that only a
subset of the products included on an Applications NLS Supplement Media Pack
have been translated. For existing supported customers, MetaLink has information
on which products have been translated for the supported languages (http://metalink.oragle.com).
For new or unsupported customers, please contact your Oracle Account Manager for
this information.

       

      Application User, Enterprise Asset
Management (EAM) User, Field Sales User, Financials User, Inventory/Shipping
User, Marketing User, Manufacturing User, Purchasing User, TeleSales
User: is defined as an individual authorized by you to use the applicable
licensed application programs which are installed on a single server or on
multiple servers regardless of whether the individual is actively using the
programs at any given time. If you license the Self Service Work Request option
in conjunction with EAM, you are required to maintain licenses for the
equivalent number of EAM Users licensed and you are granted unlimited access to
initiate work requests, view work request status and view scheduled completion
dates for your entire employee population. Application Users licensed for Order
Management are allowed to manually enter orders directly into the programs but
any orders entered electronically from other sources must be licensed
separately.

       

      Application Read-Only User: is
defined as an individual authorized by you to run only queries or reports
against the application program for which you have also acquired non read-only
licenses.

       

      Beacon: is defined as each
target that is deployed and managed by the program that measures the response
time of remote software or hardware interfaces by communicating with those
interfaces over protocols, api’s or programmatic interactions and measuring the
total time elapsed between the initiation of communication and completion of the
associated response from the remote interface.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Case Report Form (CRF) Page:
is defined as the “electronic equivalent” of what would be the total number of
physical paper pages initiated remotely by the program (measured explicitly in
the program as Received Data Collection Instruments) during a 12-month period.
You may not exceed the licensed number of CRF Pages during any 12-month period
unless you acquire additional CRF Page licenses from Oracle.

       

      Collaboration Program User: is
defined as an individual authorized by you to use the programs which are
installed on a single server or on multiple servers regardless of whether the
individual is actively using the programs at any given time. For the purposes of
counting and licensing the number of Real Time Collaboration users, a
Collaboration Program User within your company is defined as a user able to
initiate, or host, a web conference and also participate in a web conference;
all participants in the web conference external to your company and attending a
web conference are not required to be licensed.

       

      Compensated Individual: is
defined as an individual whose compensation or compensation calculations are
generated by the programs. The term Compensated Individual includes, but is not
limited to, your employees, contractors, retirees, and any other
Person.

       

      Computer: is defined as the
computer on which the programs are installed. A Computer license allows you to
use the licensed program on a single specified computer.

       

      Connector: is defined as each
connector connecting the software product with an external product. A unique
connector is required for each distinct product that the software product is
required to interface.

       

      $M Cost of Goods Sold: is
defined as one million one hundred and twenty-two thousand, two hundred Canadian
dollars ($1,122,200.00) in the total cost of inventory that a company has sold
during their fiscal year. If Cost of Goods Sold is unknown to you then Cost of
Goods Sold shall be equal to 75% of total company revenue.

       

      Developer User: is defined as
an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is
actively using the programs at any given time. Developer Users may create,
modify, view and interact with the programs and documentation.

       

      Electronic Order Line: is
defined as the total number of distinct order lines entered electronically into
the Oracle Order Management application from any source (not manually entered by
licensed Order Management Users, Professional Users 2003, or Professional Users
2003 - External) during a 12 month period. This includes order lines originating
as external EDI/XML transactions and/or sourced from other Oracle and non-Oracle
applications. You may not exceed the licensed number of order lines during any
12-month period.

       

      Employee: is defined as an
active employee of yours. (note: The value of these
applications is determined by the size of the active employee population and not
the number of actual users. Therefore, all of your active employees must be
included in your order when licensing these applications.)

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      Employee User: is defined as
an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether or not the individual
is actively using the programs at any given time.

       

      Expense Report: is defined as
the total number of expense reports processed by Internet Expenses during a
12-month period. You may not exceed the licensed number of expense reports
during any 12-month period.

       

      Federated Link: is defined as
a one-to-one pairing between a source domain and a destination domain. A source
domain is the point of origin for a request. A destination domain contains the
resource that users from source domains want to access. One source domain might
have many pairings with different destination domains and one destination domain
might have many pairings with different source domains, Each and every pairing
is a federated link.

       

      Field Technician: is defined
as an engineer, technician, representative, or other person who is dispatched by
you, including the dispatchers, to the field using the programs.

       

      $M Freight under Management:
is defined as is defined as one million one hundred and twenty-two thousand, two
hundred Canadian dollars ($1,122,200.00) the total transportation value of
tendered orders for all shipments for a given calendar year during the term of
the license. FUM shall include the combined total of actual freight purchased by
you, plus the cost of freight for shipments managed by you (e.g., you are not
purchasing transportation services on behalf of your clients but are providing
transportation management services for your clients). Freight that is paid by a
third party shall also be included in the FUM total (e.g., inbound shipments
from suppliers to you with freight terms of prepaid).

       

      Full Time Equivalent (FTE)
Student: is defined as any full-time student enrolled in your institution
and any part-time student enrolled in your institution counts as 25% of an FTE
Student. The definition of “full-time” and “part-time” is based on your policies
for student classification. If the number of FTE Students is a fraction, that
number will be rounded to the nearest whole number for purposes of license
quantity requirements.

       

      Hosted Named User: is defined
as an individual authorized by you to access the hosted service, regardless of
whether the individual is actively accessing the hosted service at any given
time.

       

      Implementation Services, Packaged
Methods, Architecture Services, Accelerator Services, Assessment Services and
Workshops: Each Implementation Service, Packaged Method, Architecture
Service, Accelerator Service, Assessment Service and Workshop is provided
subject to the statement of obligation for that particular offering and Oracle’s
consulting services policies. Oracle’s consulting services policies may be
accessed at http://oracle.com/contracts,
and are subject to change.

       

      1K Invoice Line: is
defined as one thousand invoice line items processed by the program during a 12
month period. You may not exceed the licensed number of Invoice Lines during any
12 month period unless you acquire additional Invoice Line licenses from
Oracle.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Learning Credits: may be used
to acquire education products and services offered in the Oracle University
online catalogue posted at http://www.oracle.com/education
under the terms specified therein. Learning credits may only be used to acquire
products and services at the list price in effect at the time you order the
relevant product or service, and may not be used for any product or service that
is subject to a discount or a promotion when you order the relevant product or
service. The list price will be reduced by applying the discount specified in
your order. Notwithstanding anything to the contrary in the previous three
sentences, learning credits may also be used to pay taxes, materials and/or
expenses related to your order; however, the discount specified above will not
be applied to such taxes, materials and/or expenses. Learning credits are valid
for a period of 12 months from the date your order is accepted by Oracle, and
you must acquire products and must use any acquired services prior to the end of
such period. You may only use learning credits in the country in which you
acquired them, may not use them as a payment method for additional learning
credits, and may not use different learning credits accounts to acquire a single
product or service or to pay related taxes, materials and/or expenses. Learning
credits are non-transferable and non-assignable. You may be required to execute
standard Oracle ordering materials when using learning credits to order products
or services.

       

      $M in Managed Assets: is
defined as one million one hundred and twenty-two thousand, two hundred Canadian
dollars ($1,122,200.00) of the following total: (1) Book value of investment in
capital leases, direct financing leases and other finance leases, including
residuals, whether owned or managed for others, active on the program, plus (2)
Book value of assets on operating leases, whether owned or managed for others,
active on the program, plus (3) Book value of loans, notes, conditional sales
contracts and other receivables, owned or managed for others, active on the
program, plus (4) Book value of non earning assets, owned or managed for others,
which were previously leased and active on the program, including assets from
term terminated leases and repossessed assets, plus (5) Original cost of assets
underlying leases and loans, originated and active on the program, then sold
within the previous 12 months.

       

      Membership: is defined as an
individual authorized by you to access the hosted service, regardless of whether
the individual is accessing the hosted service at any given time.

       

      Module: is defined as each
production database running the programs.

       

      Named User Plus: is defined as
an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is
actively using the programs at any given time. A non human operated device will
be counted as a named user plus in addition to all individuals authorized to use
the programs, if such devices can access the programs. If multiplexing hardware
or software (e.g., a TP monitor or a web server product) is used, this number
must be measured at the multiplexing front end. Automated batching of data from
computer to computer is permitted. You are responsible for ensuring that the
named user plus per processor minimums are maintained for the programs contained
in the user minimum table in the licensing rules section; the minimums table
provides for the minimum number of named users plus required and all actual
users must be licensed.

       

      For the
purposes of the following programs: Configuration Management Pack for Non-Oracle
Systems, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non
Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware and
Provisioning Pack, only the users of the third party program, that is being
managed/monitored are counted for the purpose of determining the number of
licenses required.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      For the
purposes of the following programs: Application Management Pack for Oracle
E-Business Suite, Application Management Pack for Siebel, and Application
Management Pack for PeopleSoft Enterprise, all users of the middleware and/or
database software that support the respective application program are counted
for the purpose of determining the number of licenses required.

       

      Network Device: is defined as
the hardware and/or software whose primary purpose is to route and control
communications between computers or computer networks. Examples of network
devices include but are not limited to, routers, firewalls and network load
balancers.

       

      Non Employee User - External:
is defined as an individual, who is not your employee, contractor or outsourcer,
authorized by you to use the programs which are installed on a single server or
multiple servers, regardless of whether or not the individual is actively using
the programs at any given time.

       

      Oracle Finance Division
Contract: is a contract between you and Oracle (or one of Oracle’s
affiliates) that provides for payments over time of some or all of the sums due
under your order.

       

      Oracle University Knowledge Center
Service: is defined as a web based learning environment hosted by Oracle
that provides on demand access to either an individual Oracle University
training course (“Online Course”) or to all of the Oracle University training
courses available on the Knowledge Center website (“Passport”). The Oracle
University Knowledge Center service is available at http://www.oracle.corn/education/oukc/,
and is made available to you subject to the terms of this agreement and Oracle
University’s Online Hosting Access Policies, which are located at httn://www.oracle.com/education/oukc/hostingpolicies.html
and may be updated by Oracle from time to time without notice to you. Online
Courses are made available on a named user basis, and the Passport is made
available on a membership basis. In the event that any Oracle programs are made
available for download as part of the service, then use of such programs is
subject to the terms of this agreement. If you acquire the Oracle University
Knowledge Center service, the term shall be one year from the effective date of
your order. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE AGREEMENT, ORACLE DOES NOT WARRANT THAT THE
ORACLE UNIVERSITY KNOWLEDGE CENTER SERVICE WILL BE PROVIDED UNINTERRUPTED OR
ERROR-FREE.

       

      Order Line: is defined as the
total number of order entry line items processed by the program during a 12
month period. Multiple order entry line items may be entered as part of an
individual customer order or quote and may also be automatically generated by
the Oracle Configuration. You may not exceed the licensed number of Order Lines
during any 12 month period unless you acquire additional Order Line licenses
from Oracle.

       

      Order Management User: is
defined as an individual authorized by you to use the applicable licensed
application programs which are installed on a single server or on multiple
servers regardless of whether the individual is actively using the programs at
any given time. Order Management Users are allowed to manually enter orders
directly into the programs but any orders entered electronically from other
sources must be licensed separately.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      Orders: is defined as the
total number of distinct orders for all programs that are a part of Electronic
Orders, entered electronically (not manually entered by licensed professional
users) through EDI, XML or other electronic means including purchase orders
transmitted from Oracle Purchasing, during a 12-month period. You may not exceed
the licensed number of orders during any 12-month period.

       

      Partner Organization: is
defined as an external third party business entity that provides value-added
services in developing, marketing and selling your products. Depending upon the
type of industry, partner organizations play different roles and are recognized
by different names such as reseller, distributor, agent, dealer or
broker.

       

      Person: is defined as your
employee or contractor who is actively working on behalf of your organization or
a former employee who has one or more benefit plans managed by the system or
continues to be paid through the system. For Time and Labor, a person is defined
as an employee or contractor whose time or labor (piece work) or absences are
managed by the application. For Project Resource Management, a person is defined
as an individual who is scheduled on a project. For Internet Time, a person is
defined as an individual who is charging time to a project via the application.
The total number of licenses needed is to be based on the peak number of
part-time and full-time people whose records are recorded in the
system.

       

      Ported Number: is defined as
the telephone number that end users retain as they change from one service
provider to another. This telephone number originally resides on a telephone
switch and is moved into the responsibility of another telephone
switch.

       

      Processor: shall be defined as
all processors where the Oracle programs are installed and/or running. Programs
licensed on processor basis may be accessed by your internal users (including
agents and contractors) and by your third party users. For the purposes of
counting the number of processors which require licensing for a Sun UltraSPARC
T1 processor with 4, 6 or 8 cores at 1.0 gigahertz or 8 cores at 1.2 gigahertz
for only those servers specified on the Sun Server Table which can be accessed
at http://oracle.com/contracts,
“n” cores shall be determined by multiplying the total number of cores by a core
processor licensing factor of .25. For the purposes of counting the number of
processors which require licensing for AMD and Intel multicore chips, “n” cores
shall be determined by multiplying the total number of cores by a core processor
licensing factor of .50. For the purposes of counting the number of processors
which require licensing for all hardware platforms not otherwise specified in
this section, a multicore chip with “n” cores shall be determined by multiplying
“n” cores by a core processor licensing factor of .75. All cores on all
multicore chips for each licensed program for each core processor licensing
factor listed above are to be aggregated before multiplying by the appropriate
core processor licensing factor and all fractions of a number are to be rounded
up to the next whole number. Notwithstanding the above, when licensing Oracle
Standard Edition One or Standard Edition programs on servers with a maximum of 1
processor with 1 or 2 cores, only 1 processor shall be counted.

       

      For
example, a Sun UltraSPARC T1 based server installed and/or running the program
on 6 cores would require 2 processor licenses (6 multiplied by a core processor
licensing factor of .25 equals 1.50 which is then rounded up to the next whole
number which is 2). An Intel or AMD based server installed and/or running the
program on 7 cores would require 4 processor licenses (7 multiplied by a core
processor licensing factor of .50 equals 3.50 which is then rounded up to the
next whole number which is 4). Two multicore servers, for hardware platforms not
specified above, installed and/or running the program on 10 cores would require
8 processor licenses (10 multiplied by a core processor licensing factor of .75
equals 7.50 which is then rounded up to the next whole number which is
8).

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      For the
purposes of the following programs: Configuration Management Pack for Non-Oracle
Systems, System Monitoring Plug-in for Hosts, System Monitoring Plug-in for Non
Oracle Databases, System Monitoring Plug-in for Non Oracle Middleware and
Provisioning Pack, only the processors on which the third party program that is
being managed/monitored are running are counted for the purpose of determining
the number of licenses required.

       

      For the
purposes of the following programs: Application Management Pack for Oracle
E-Business Suite, Application Management Pack for Siebel, and Application
Management Pack for PeopleSoft Enterprise, all processors on which the
middleware and/or database software that support the respective application
program are running are counted for the purpose of determining the number of
licenses required.

       

      For the
Healthcare Transaction Base program, only the processors on which Internet
Application Server Enterprise Edition and this program are installed and/or
running are counted for the purpose of determining the number of licenses
required. For the iSupport, iStore and Configurator programs, only the
processors on which Internet Application Server (Standard Edition and/or
Enterprise Edition) and the licensed program are running are counted for the
purpose of determining the number of licenses required for the licensed program;
under these licenses you may also install and/or run the licensed program on the
processors where a licensed Oracle Database (Standard Edition and/or Enterprise
Edition) is installed and/or running. With respect to the Customer Data Hub
program, in determining the number of licenses required, only processors on
which both Oracle Database Enterprise Edition and the Customer Data Hub program
are running in production shall be counted.

       

      Purchase Line: is defined as
the total number of purchase line items processed by the application during a
12-month period. Multiple purchase lines may be created on either a requisition
or purchase order or may be automatically generated by other Oracle Application
programs. For iProcurement, Purchase Lines are counted as all line items on an
approved requisition created in iProcurement. For Purchasing Intelligence,
Purchase Lines are counted as the line items on purchase orders processed
through this application. This does not include communication on the same
purchase order. For each application, you may not exceed the licensed number of
Purchase Lines during any 12-month period unless you acquire additional Purchase
Line licenses from us. You may acquire a different number of Purchase Line
licenses for each program (the number of Purchase Lines for iProcurement could
be a smaller number than for Purchasing Intelligence).

       

      Program Documentation: is
defined as the program user manual and program installation
manuals.

       

      $M in Revenue: is defined as
one million one hundred and twenty-two thousand, two hundred Canadian dollars
($1,122,200.00) in all income (interest income and non interest income) before
adjustments for expenses and taxes generated by you during a fiscal
year.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      RosettaNet Partner Interface
Processes® (PIPs®): are defined as business processes between trading
partners. Preconfigured system-to-system XML-based dialogs for the relevant
E-Business Suite Application(s) are provided. Each preconfigured PIP includes a
business document with the vocabulary and a business process with the
choreography of the message dialog.

       

      Service Order Line: is defined
as the total number of service order entry line items processed by the program
during a 12 month period. Multiple service order entry line items may be entered
as part .of an individual customer service order or quote. You may not exceed
the licensed number of Service Order Lines during any 12 month period unless you
acquire additional Service Order Line licenses from Oracle.

       

      Subscriber: is defined as (a)
a working telephone number for all wireline devices; (b) a portable handset or
paging device that has been activated by you for wireless communications and
paging; (c) a residential drop or a nonresidential device serviced by a cable
provider; or (d) a live connected utility meter. The total number of Subscribers
is equal to the aggregate of all types of Subscribers. If your business is not
defined in the primary definition of Subscriber above, Subscriber is defined as
each Cdn. $1,122.20 increment of your gross annual revenue as reported to the
SEC in your annual report or the equivalent accounting or reporting
document.

       

      Suite: is defined as all the
functional software components described in the product
documentation.

       

      Tape Drive: is defined as
mechanical devices used to sequentially write, read and restore data from
magnetic tape media. Typically used, but not limited to, data protection and
archival purposes, tape drives are deployed either as a standalone units) or
housed within a robotic tape library. Examples of tape drive include but are not
limited to, Linear Tape Open (LTO), Digital Linear Tape (DLT), Advanced
Intelligent Type (AIT), Quarter-Inch Cartridge (QIC), Digital Audio Tape (DAT),
and 8mm Helical Scan.

       

      Technical
Reference Manuals

       

      Technical
Reference Manuals (“TRMs”) are Oracle’s confidential information. You shall use
the TRMs solely for your internal data processing operations for purposes of:
(a) implementing applications programs, (b) interfacing other software and
hardware systems to the applications programs and (c) building extensions to
applications programs. You shall not disclose, use or permit the disclosure or
use by others of the TRMs for any other purpose. You shall not use the TRMs to
create software that performs the same or similar functions as any of Oracle
products. You agree: (a) to exercise either at least the same degree of care to
safeguard the confidentiality of the TRMs as you exercise to safeguard the
confidentiality of your own most important confidential information or a
reasonable degree of care, whichever is greater; (b) to maintain agreements with
your employees and agents that protect the confidentiality and proprietary
rights of the confidential information of third parties such as Oracle and
instruct your employees and agents of these requirements for the TRMs; (c)
restrict disclosure of the TRMs to those of your employees and agents who have a
“need to know” consistent with the purposes for which such TRMs were disclosed;
(d) maintain the TRMs at all times on your premises; and (e) not to remove or
destroy any proprietary or confidential legends or markings placed upon the
TRMs. Oracle shall retain all title, copyright and other proprietary rights in
the TRMs. TRMs are provided to you “as-is” without any warranty of any kind.
Upon termination, you shall cease using, and shall return or destroy, all copies
of the applicable TRMs.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Terabyte: is defined as a
terabyte of computer storage space used by a storage filer equal to one trillion
bytes.

       

      Test: is defined as each unit
of interaction, with a software or hardware interface for which the total time
elapsed between the initiation of communication and the completion of the
resulting response is measured. A test may run on its own or be set up in
conjunction with additional tests so that there are multiple units of
interaction. Each unit of interaction must be counted as a Test; execution of a
test or set of tests multiple times does not require additional tests. Examples
of tests include but are not limited to, an http-get for a URL, icmp-echo for an
IP address and sql-execute for a database.

       

      Trainee: is defined as an
employee, contractor, student or other person who is being recorded by the
program.

       

      UPK Developer: is defined as
an individual authorized by you to use the programs which are installed on a
single server or multiple servers, regardless of whether the individual is
actively using the programs at any given time. UPK Developers may create,
modify, view and interact with simulations and documentation.

       

      UPK Employee: is defined as an
active employee of yours. (note: The value of these applications is determined
by the size of the active employee population and not the number of actual
users. Therefore, all of your active employees must be included in your order
when licensing these applications). UPK Employees may view and interact with
simulations and documentation but may not create or modify simulations or
documentation.

       

      UPK User: is defined as an
individual authorized by you to use the programs which are installed on a single
server or multiple servers, regardless of whether the individual is actively
using the programs at any given time. UPK Users may view and interact with
simulations and documentation but may not create or modify simulations or
documentation.

       

      Warehouse Builder Connector:
is defined as a software product that connects an Oracle database where the
Oracle Warehouse Builder code is deployed, to an external product (e.g., SAP). A
unique connector is required for each distinct external product for which the
Oracle database is required to interface.

       

      Workstation: is defined as the
client computer from which the programs are being accessed, regardless of where
the program is installed.

       

      Term
Designation

       

      If your
program license does not specify a term, the program license is perpetual and
shall continue unless terminated as otherwise provided in the
agreement.

       

      1, 2, 3, 4, 5 Year Terms: A
program license specifying a 1, 2, 3, 4 or 5 Year Term shall commence on the
effective date of the order and shall continue for the specified period. At the
end of the specified period the program license shall terminate.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      1 Year Hosting Term: A program
license specifying a 1 Year Hosting Term shall commence on the effective date of
the order and shall continue for a period of 1 year. At the end of the 1 year
the program license shall terminate. A program license specifying a 1 Year
Hosting Term may only be used for providing internet hosting
services.

       

      1 Year Oracle Hosted Term: A
program license specifying a 1 Year Oracle Hosted Term shall commence on the
effective date of the order and shall continue for a period of 1 year. At the
end of the 1 year the program license shall terminate. A program license
specifying a 1 Year Oracle Hosted Term must be hosted by Oracle.com via Computer
and Administration services.

       

      1 Year Subscription: A program
license specifying a 1 Year Subscription shall commence on the effective date of
the order and shall continue for a period of 1 year. At the end of the 1 year
the program license shall terminate.

       

      Licensing
Rules

       

      Fallover: Your license for the
following programs, Oracle Database (Enterprise Edition, Standard Edition or
Standard Edition One), Oracle Database Enterprise Edition Options, Oracle
Internet Application Server (Enterprise Edition, Standard Edition, Standard
Edition One or Java Edition) and Oracle Internet Application Server Options,
includes the right to run the licensed program(s) on an unlicensed spare
computer in a failover environment for up to a total of ten separate days in any
given calendar year. Any use beyond the right granted in the previous sentence
must be licensed separately and the same license metric must be used when
licensing the program(s).

       

      Testing: For the purpose of
testing physical copies of backups, your license for the Oracle Database
(Enterprise Edition, Standard Edition or Standard Edition One) includes the
right to run the database on an unlicensed computer for up to four times, not
exceeding 2 days per testing, in any given calendar year.

       

      Primary Usage: Each licensed
user of the following Oracle applications is counted only once based on primary
usage: Financials, Discrete Manufacturing, Process Manufacturing, Project
Costing and Purchasing. You must specify how many users you are licensed for
each application. Primary Usage of one of the applications listed above provides
the licensed user with the right to use any or all of the other application
programs listed above for which you are licensed. This concept also apples to
Application Read-Only Users. Each Application Read Only User of any of the
applications listed above has the right to use any or all of the other
application programs listed above for which you have also acquired Application
Read-Only User licenses. Primary Usage does not provide you with the right to
use other application programs including the extensions or options to the
application programs listed above.

       

      You are
responsible for ensuring that the following restrictions are not
violated:

       

      
        	
                •

              	
                Oracle
      Database Standard Edition may only be used on servers that have the
      ability to run a maximum of 4 single-core processors. For multicore chips,
      the maximum number of cores per server is determined by multiplying the
      core processor licensing factors (as specified in the processor
      definition) by the number of cores. The result must be less than or equal
      to 4 and the total number of cores must be less than or equal to 8. Oracle
      Database Standard Edition may also be used on a single cluster of servers
      supporting up to a maximum of four single-core processors per cluster (2
      2-way nodes, 4 1-way nodes, or 1 1-way node and 1 3-way node). For
      multicore chips, the maximum number of cores per cluster is determined by
      multiplying the core processor licensing factors (as specified in the
      processor definition) by the number of cores. The result must be less than
      or equal to 4 and the total number of cores in the cluster must be less
      than or equal to 8.

              


      

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                •

              	
                Oracle
      Standard Edition One and Internet Application Server Standard Edition One
      may only be used on servers that have the ability to run a maximum of 2
      single-core processors. For multicore chips, the maximum number of cores
      per server is determined by multiplying the core processor licensing
      factors (as contained in the processor definition) by the number of cores.
      The result must be less than or equal to 2 and the total number of cores
      must be less than or equal to 4.

              


      

       

      
        	
                •

              	
                The
      number of TRACE licenses (Rdb Server Option) must match the number of
      licenses of the associated
database.

              


      

       

      
        	
                •

              	
                The
      number of Diagnostics Pack and /or Configuration Management Pack licenses
      must match the number of licenses of the associated Internet Application
      Server program (Enterprise Edition, Standard Edition, Standard Edition One
      or Java Edition).

              


      

       

      
        	
                •

              	
                The
      number of Service Registry licenses must match the number of licenses of
      the associated Internet Application Server program (Java Edition, Standard
      Edition One or Standard Edition).

              


      

       

      
        	
                •

              	
                The
      number of Bpel Process Manager Option, Business Activity Monitoring, XML
      Publisher, Service Registry and SOA Suite for Oracle Middleware licenses
      must match the number of licenses of the associated Internet Application
      Server Enterprise Edition program.

              


      

       

      
        	
                •

              	
                The
      number of Interactive Dashboard, Delivers, Answers, Office Plug-in and
      Reporting and Publishing licenses must match the number of licenses of the
      associated Business Intelligence Server Enterprise Edition
      program.

              


      

       

      
        	
                •

              	
                Application
      licensing prerequisites as specified in the Applications Licensing Table
      which may be accessed at http://oracle.com/contracts.

              


      

       

      
        	
                •

              	
                For
      the TimesTen In-Memory Database, Replication - TimesTen to TimesTen and
      Cache Connect to Oracle programs, the number of gigabytes (GB) specified
      in the program name is the maximum size of data store (aggregate of
      in-memory databases or caches on a single computer system or node in a
      cluster of servers) irrespective of the number of processors licensed. You
      may not exceed the specified GB data store limitation unless you acquire
      additional licenses from Oracle.

              


      

       

      If you
purchase Named User Plus licenses for the programs listed below, you must
maintain the following user minimums and user maximums:

       

      
        
          	
                  Program

                	
                  Named
      User Plus Minimum

                
	
                  Oracle
      Database Enterprise Edition

                	
                  25
      Named Users Plus per Processor

                
	
                  Rdb
      Enterprise Edition

                	
                  25
      Named Users Plus per Processor

                


        

         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Program

                	
                  Named
      User Plus Minimum

                
	
                  CODASYL
      DBMS

                	
                  25
      Named Users Plus per Processor

                
	
                  TopLink
      and Application Development Framework

                	
                  10
      Named Users Plus per Processor

                
	
                  Internet
      Application Server Java Edition

                	
                  10
      Named Users Plus per Processor

                
	
                  Internet
      Application Server Standard Edition

                	
                  10
      Named Users Plus per Processor

                
	
                  Internet
      Application Server Enterprise Edition

                	
                  10
      Named Users Plus per Processor

                
	
                  BPEL
      Process Manager

                	
                  10
      Named Users Plus per Processor

                
	
                  Portal

                	
                  10
      Named Users Plus per Processor

                
	
                  Integration

                	
                  10
      Named Users Plus per Processor

                
	
                  Business
      Intelligence

                	
                  10
      Named Users Plus per Processor

                
	
                  Forms
      and Reports

                	
                  10
      Named Users Plus per Processor

                
	
                  Web
      Services Manager

                	
                  10
      Named Users Plus per Processor

                
	
                  XML
      Publisher

                	
                  10
      Named Users Plus per Processor

                
	
                  Virtual
      Directory

                	
                  10
      Named Users Plus per Processor

                
	
                  SOA
      Suite for Non Oracle Middleware

                	
                  10
      Named Users Plus per Processor

                
	
                  Business
      Activity Monitoring for Non Oracle Middleware

                	
                  10
      Named Users Plus per Processor

                
	
                  Fusion
      Middleware for PeopleSoft

                	
                  10
      Named Users Plus per Processor

                
	
                  Fusion
      Middleware for SAP

                	
                  10
      Named Users Plus per Processor

                
	
                  Business
      Intelligence Standard Edition

                	
                  10
      Named Users Plus per
Processor

                


        

      

      


       

      
        	
                •

              	
                The
      Named User Plus Minimum does not apply if the program is installed on a
      one processor machine that allows for a maximum of one user per
      program.

              


      

       

      
        	
                Program

              	
                Named
      User Plus Maximum

              
	
                Personal
      Edition

              	
                1
      Named User Plus per database

              


      

      


       

      The
number of licenses for the programs listed below must match the number of
licenses of the associated database and if you purchase Named User Plus licenses
for these programs, you must maintain, at a minimum, 25 Named Users Plus per
Processor per associated database:

       

      Real
Application Clusters, Partitioning, OLAP, Data Mining, Spatial, Advanced
Security, Label Security, Database Vault, Warehouse Builder Enterprise ETL,
Warehouse Builder Data Quality, Diagnostics Pack, Tuning Pack, Change Management
Pack, Configuration Management Pack

       

      The
effective date of this agreement shall be May 4, 2007.  (to be completed by
Oracle)

       

      
        	
                Company
      Name: Pioneer Transformers Ltd.

              	
                ORACLE
      CORPORATION CANADA, INC.

              
	
                Authorized
      Signature:   /s/  James A.
      Wilkins                

              	
                Authorized
      Signature:   /s/
      Ann
      Spicer                                        

              
	
                Name:   James A. Wilkins 
                                                                           

              	
                Name:    Ann Spicer
                                                                                                            

              
	
                Title:         Vice President
      Finance                                     

              	
                Title:       Senior Manager Contract
      Services 
                                   

              
	
                Signature
      Date:     2/23/07                                           

              	
                Signature
      Date:   5/4/07                             

              


      

      


       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      SPECIAL
EDITION ADDENDUM

       

      TO
THE

       

      ORACLE
LICENSE AND SERVICES AGREEMENT

       

      A.           PROGRAMS
AND SERVICES.

       

      
        	
                1.

              	
                “Oracle
      E-Business Suite Special Edition” are those Oracle software programs
      specifically identified in Exhibit A to this Addendum, and any updates to
      such software programs that are acquired through software updates and
      product support (“technical support”). The term “traditional component
      programs of the Oracle E-Business Suite” refers to the following modules
      of the Oracle E-Business Suite programs: Financials, Purchasing, Order,
      Management, E-Business Intelligence, Inventory Management, Discrete
      Manufacturing, TeleService, Field Sales,
  TeleSales.

              


      

       

      
        	
                2.

              	
                If
      you are acquiring technical support for the Oracle E-Business Suite
      Special Edition programs you acknowledge that such technical support shall
      be provided for a period of 12 months only, that such technical support is
      provided under the relevant terms of the agreement, and that fees for such
      technical support are due and payable annually in advance. The authorized
      Oracle partner from whom you purchased licenses for the E-Business Suite
      Special Edition programs and technical support will inform you of the fees
      for the second year of technical support services should you elect to
      purchase such services from Oracle.

              


      

       

      B.           ORACLE
E-BUSINESS SUITE SPECIAL EDITION TERMS

       

      
        	
                1.

              	
                Application
      User. For purposes of this Addendum, the term “Application User” is
      defined as an individual authorized by you to use the Oracle E-Business
      Suite Special Edition programs (as defined below) which are installed on a
      single server or on multiple servers regardless of whether the individual
      is actively using the Oracle E-Business Suite Special Edition programs at
      any given time.

              


      

       

      
        	
                2.

              	
                Licensing Minimum and
      Maximum. You must purchase a minimum of 10 Application Users for
      the Oracle E-Business Suite Special Edition programs and you may not
      exceed more than 50 Application Users for the Oracle E-Business Suite
      Special Edition programs.

              


      

       

      
        	
                3.

              	
                Modifications to
      Reports Forms and/or Workbooks used with the Oracle E-Business Suite
      Special Edition Programs.

              


      

       

      
        	
                 
      

              	
                a.

              	
                If
      you wish to make modifications implemented as Java programs which include
      Java that produces html interface or Java business logic, you must
      purchase: (i) JDeveloper for the total number of developers who are
      not licensed for Internet Developer Suite and are building Java programs
      using JDeveloper that accesses the existing application schema; (ii)
      Internet Developer Suite or Discoverer Desktop Edition for the total
      number of developers who are performing these modifications; (iii)
      Internet Application Server Enterprise Edition for the total number of end
      users or processors for which the modifications are deployed; and (iv) If
      deploying client/server workbooks, Discoverer Desktop edition for the
      total number of users.

              


      

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

              	
                b.

              	
                If
      you wish to make modifications that require Internet Developer Suite or
      Discoverer Desktop edition only (including creation/modification of
      reports, forms, and workbooks), you must purchase: (i) JDeveloper for the
      total number of developers who are not licensed for Internet Developer
      Suite and are building Java programs using JDeveloper that accesses the
      existing application schema; (ii) Internet Developer Suite or
      Discoverer Desktop Edition for the total number of developers who are
      performing these modifications; (iii) Internet Application Server
      Enterprise Edition for the total number of end users or processors for
      which the modifications are deployed; and (iv) if deploying client/server
      workbooks, Discoverer Desktop edition for the total number of
      users.

              


      

       

      
        	
                4.

              	
                Modifications to the
      Database Program used with the Oracle E-Business Suite Special Edition
      Programs.

              


      

       

      If you
wish to make any modifications, outside of those stated in 3a. or 3b. above, or
customizations to the Oracle E-Business Suite Special Edition programs or to the
Oracle database, including adding/changing tables, columns, stored procedures,
and triggers, you may no longer use the Oracle E-Business Suite Special Edition
programs and must purchase: (1) Oracle E-Business Suite or traditional component
programs of the Oracle E-Business Suite for the total number of actual users
subject to applicable licensing and pricing metrics; (2) Database Enterprise
Edition for the total number of actual users or Processors; (3) Internet
Application Server Enterprise Edition for the total number of end users or
Processors for which the modifications are deployed; (4) Internet Development
Suite and/or Discoverer Desktop Edition for the total number of developers who
are performing these modifications; (5) JDeveloper for the total number of
developers who are not licensed for Internet Development Suite and are building
Java Programs using JDeveloper that access the existing application schema; (6)
If deploying client/server workbooks, Discoverer Desktop edition for the total
number of users.

       

      
        	
                5.

              	
                Customer
      Reference. Oracle may refer to you as an Oracle E-Business Suite
      Special Edition customer in sales presentations, marketing vehicles and
      activities. In addition you agree to become part of Oracle’s reference
      program by working with a representative from Oracle Marketing to define
      what marketing activities you will participate in. These marketing
      activities may include a reference in Oracle’s annual report, taking sales
      reference calls and participating in print advertising, marketing
      leadership forums and trade shows. At a minimum, you agree to develop a
      customer profile for use on Oracle.com and for other promotional
      activities at Oracle’s discretion. The profile will include a quote from
      an executive of your company and your company’s
  logo.

              


      

       

       

      
         

        
          	
                  Pioneer
      Transformers Ltd.

                	
                  

                    Oracle
      Corporation Canada, Inc.

                  

                
	
                  Authorized
      Signature:   /s/  James A.
      Wilkins                

                	
                  Authorized
      Signature:   /s/
      Ann
      Spicer                                        

                
	
                  Name:   James A. Wilkins 
                                                                           

                	
                  Name:    Ann Spicer
                                                                                                            

                
	
                  Title:         Vice President
      Finance                                     

                	
                  Title:       Senior Manager Contract
      Services 
                                   

                
	
                  Signature
      Date:     2/23/07                                          

                	
                  Signature
      Date:   5/4/07                       

                
	

                  Effective
      Date:       5/4/07                                       (to be
      completed by Oracle)

                


        

        


      

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      


       

      Oracle
E-Business Suite Special Edition included Applications

       

      
        	
                Category

              	
                Programs

              
	
                Intelligence

              	
                E-Business
      Intelligence

              
	
                Sales

              	
                TeleSales,
      Field Sales

              
	
                Service

              	
                TeleService

              
	
                Order
      Management

              	
                Order
      Management

              
	
                Logistics

              	
                Inventory
      Management

              
	
                Procurement

              	
                Purchasing

              
	
                Manufacturing

              	
                Discrete
      Manufacturing

              
	
                Financial

              	
                Financials

              
	
                Education

              	
                11I
      E-Business Suite End User Training Subscription, if
    available

              
	
                Database

              	
                Oracle
      database – Enterprise Edition (restricted to use with the E-Business Suite
      Special Edition programs)

              


      

      


       

       

       

       

       22