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What we review.

Every Oracle document
Master to amendment

Oracle contracts arrive in layers. There is the Master Agreement at the top, the order document attached to it, the schedules and exhibits referenced inside, the global amendments that override the master, and the cloud services agreement that operates on its own terms. Reading them in the order Oracle sends them is the wrong order. We read them in dependency order so that overrides and exceptions are mapped before the order document is interpreted.

We review the Oracle Master Agreement, also called the OMA. We review the Oracle License and Services Agreement, the OLSA, where it is still in force. We review the Cloud Services Agreement and the Oracle Universal Credit Agreement for cloud customers. We review every order document and ordering form. We review every amendment, addendum, and side letter. We review SOWs for Oracle consulting and Advanced Customer Support. We review ULA documents, certification letters, and PULA conversion documents. We review audit settlement agreements and proposed audit settlement language.

If a contract carries the Oracle logo and your signature is required, we read it before you sign.

For the deal structures most often reviewed, see our pages on the ULA, OCI Universal Credits, BYOL, and perpetual licences.

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The dangerous clauses we flag every time.

Standard Oracle traps
Negotiate them out

Oracle's standard contract is written by Oracle's legal team for Oracle's benefit. There are clauses that buyers almost never push back on because they appear standard and harmless. Many of them are neither. The most common traps we flag are below.

Audit rights without limit

Oracle reserves the right to audit any time on forty five days notice. We push for a limit on the frequency of audits, an obligation on Oracle to fund the audit if no shortfall is found, a defined scope so the audit cannot expand mid engagement, and a cap on Oracle's recoverable amount.

Matching service levels

The standard support renewal language obliges you to renew support on the entire set of licences you bought together. Drop one product and Oracle reserves the right to reprice the remainder. We negotiate this clause out or, where Oracle refuses to remove it, we negotiate a defined exception list.

Annual price escalation

Oracle's standard renewal language uplifts the support fee by up to four per cent per year, sometimes more. We negotiate a cap, often at the lower of CPI and three per cent, and we negotiate a hold the line on the first renewal.

Cloud commit and burn

OCI Universal Credit contracts include forfeiture language that allows Oracle to keep unused commit at the end of the term. We negotiate carry forward and we negotiate the right to apply unused credits to support renewal in cash equivalent.

Deployment definitions

ULA contracts hinge on the definition of deployment. The default definition is broad and allows Oracle to count test, development, disaster recovery, and failover environments toward your certified deployment number. We tighten the definition.

For a full list of contract terms to negotiate, see our pillar guide on Oracle contract terms you must negotiate.

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What you receive.

Three deliverables
Marked up, memo, brief

One. A fully redlined contract in track changes mode, with our proposed edits inserted into the Oracle text. You can send this directly to Oracle if you choose, or you can use it as the working document for your internal counsel.

Two. A plain English review memo, usually fifteen to twenty five pages, that explains every material change we have proposed. The memo is written for your legal team, your procurement leadership, and your CFO. Each change is described in business risk terms, with the proposed alternative language and the priority level we have assigned.

Three. A negotiation brief that ranks every open issue by financial impact, legal risk, and likelihood of Oracle accepting the change. This brief becomes the agenda for your next conversation with Oracle, and it tells you which clauses to fight to the end on, which to trade, and which to drop.

All three deliverables are produced within the timeline agreed in the SOW.

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How the engagement runs.

Fixed fee timeline
5 to 15 business days

Day one. You upload the Oracle contract documents to a secure client only workspace. We acknowledge receipt and confirm the SOW.

Day two. We schedule a thirty minute scoping call. We map the deal context, the timing pressure, the negotiation history with Oracle, and the points your internal team has already flagged.

Days three to five. First pass. Every document is read in dependency order. Clauses are mapped against our internal database of Oracle position movements over the last twenty four months. Anything that has shifted since our last engagement on this product family is highlighted for your team.

Days six to ten. Drafting. The redlines are prepared. The memo is drafted. Cross references inside the contract are verified.

Days eleven to fifteen. Review and delivery. The deliverables are checked by a second consultant before they leave the firm. You receive a delivery call where we walk through every material edit.

The fee is paid on delivery. There is a thirty day question and answer window after delivery so your team can come back to us with anything Oracle raises after seeing our edits.

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Related reading.

Field notes and dossiers
For your team

For more on Oracle contract structures and tactics, the following are useful starting points. The Oracle Negotiation Playbook covers the negotiation tactics Oracle uses across product lines and the counter tactics that work. Oracle auto renewal clauses covers the renewal clause language we negotiate out of every order document. Oracle right to audit limits covers the audit clause negotiation. Oracle renewal quote decoded line by line shows how we read an Oracle renewal quote in practice.

If the contract under review is a ULA, also see ULA negotiation and the ULA deal type page. If the contract is cloud, see cloud migration advisory and OCI Universal Credits.

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Get a quote.

Response in 48 hours
Independent advisory only