Understanding the fine print of your Oracle Unlimited License Agreement (ULA) is crucial.

Missteps can cost you millions or leave you non-compliant. In this second instalment of our ULA blog series, we unpack the key contractual terms, deployment rules, and metrics you must understand to remain compliant and maximise your investment.

1.   What is actually in your ULA?

Oracle ULAs vary—so do not assume they are standard. These are the clauses that matter most:

Customer definition

Your ULA only covers the legal entities specified in the agreement. If a subsidiary or department is not listed, it is not covered. A clause including “all majority-owned subsidiaries” simplifies things but does not solve everything—new acquisitions may still need to be added explicitly during the Unlimited period.

Territory

Where you can deploy Oracle software matters. A “worldwide usage” clause is ideal, especially if you are moving workloads between regions or planning cloud migrations.

Product list

Only the exact Oracle products listed are covered. If something is missing, even something small, you could be exposed. If you are considering future Oracle projects, make sure to include those products now.

Agreement term

ULAs typically run for 3–5 years. At the end, you must certify your deployments (see below) or renew the agreement. Aligning the term with your internal roadmap can prevent costly over- or under-licensing.

Upfront and support fees

You pay a one-time fee based on projected usage growth. Support fees, often 22% of this cost, continue annually and can increase. Negotiating a cap on increases can prevent unwelcome surprises.

Mergers & acquisitions

Most ULAs restrict automatic inclusion of newly acquired entities. If an acquisition exceeds 10% of your organisation (by revenue or headcount), it may trigger additional licensing or require contract renegotiation.

2. Certification and Reporting: The High-Stakes Final Step

When your ULA ends, you must certify your deployments to lock them in as perpetual licenses. This is where things get tricky.

Certification accuracy is everything

Oracle requires a detailed deployment report. The number of instances you report becomes your fixed license entitlement going forward. Any mistakes could leave you under-licensed or cost you far more than expected.

Virtualisation can distort your numbers

Oracle does not recognise soft partitioning (e.g., VMware) for limiting license needs. If Oracle claims you must license an entire cluster, the cost impact can be huge. Hard partitioning (like Oracle VM or IBM LPAR) is acceptable but must be correctly implemented and evidenced.

Support fees remain based on the original ULA

Even if you certify a high number of licenses, your support costs will not automatically increase. Oracle keeps support linked to the original agreement. That said, high certification numbers may limit your future flexibility.

3.   Public Cloud Deployments: Tread Carefully

Oracle distinguishes between “authorised” and “non-authorised” public clouds. This is why that matters:

• Authorised clouds: OCI and AWS (and, more recently, Azure and GCP) are usually ULA-compliant—but check your specific contract wording.
• Non-authorised clouds: Deployments here may not count towards certification, and support may be denied. Oracle could demand additional licenses.

Some ULAs prohibit cloud use after certification.
That means your certified deployments might not be valid once the ULA ends if you’re in the cloud. Read the small print—and negotiate if needed.

4. Licensing Metrics: Processors and Named Users

ULAs typically use Processor-based licensing for server products. The key considerations:

• You must count cores and apply Oracle’s core factor table. In cloud environments, this gets murky—and Oracle’s interpretation can differ from yours.
• Named User Plus (NUP) licensing counts every authorised user, including service accounts or inactive logins. Many organisations underestimate this number.

In virtual environments, especially, these metrics get complicated—and expensive. Independent advice helps avoid inflated license requirements or disputes with Oracle.

5. What This Means for You

Whether you’re entering a ULA, managing one, or preparing to certify, understanding the contract terms and deployment rules is essential to:

• Avoid compliance gaps
• Limit future support liabilities
• Maximise long-term licensing value

And remember: Oracle’s interpretations are not always binding. What matters most is what’s in your contract—and how you measure and defend your position.

Want to access the full guide on Oracle ULAs? Download it here

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Next in the series

We’ll dive into ULA exit strategies—how to plan for certification, protect your data, and manage the commercial and technical complexities of life after a ULA.

Oracle ULA Guide

1. Oracle ULA Fundamentals: How they work and who they are for
2. Oracle ULA Terms & Metrics: What You Need to Know

Martijn Smit, Chief Revenue Officer CRO & Software Licensing Leader

Martijn has a proven track record in software licensing, with deep expertise in Oracle and Java. He helps organizations reduce compliance risks, optimize licensing costs, and turn complexity into strategic opportunity. Known for his clear communication and pragmatic approach, Martijn is a trusted advisor to CIOs and IT leaders navigating high-stakes licensing decisions. His collaborative style ensures tailored solutions that drive measurable business outcomes across diverse enterprise environments.