IBM MQ

Vendor: IBM

LEGAL SUMMARY
Technology/Data Description	IBM WAS and MQ + supporting programs
License Type 	Object Code
License Scope	Any Oracle Cerner or Oracle Health product including but not limited to the Millennium family of solutions
Use Case	Development/Test and Hosting alongside Cerner Millennium on OCI, Cerner servers and customer hosted sites.
Included fourth-party code or FOSS	Extensive. 
IBM WAS 8.5.5.24
IBM Code:, APACHE V1.1, APACHE V2, ARTISTIC V2, BOOST, BSD-2-Clause, BSD-3-Clause, BSD + FB PATENTS FILE  (new version, not the version with the automatic patent revocation), BSD-EQUIVALENT, CDDL V1, CDDL v1.1, CPL, ECL V2 (Modified Apache), EPL , EPL V2, ICU, IPL (Unicode license), ISC, JDOM (BSD variant), JSON LICENSE, JTIDY (custom permissive), LGPL V2, LGPL V2.1, LGPL V3, MIT , MIT-EQUIVALENT, MPL V1 , MPL V1.1, MPL V2.0, PYTHON, UNICODE, UNIQUE  (Oracle JSR-341 grant), W3C

Non-IBM 
CC-BY-2.5, CC-BY-3.0, CC-BY-4.0, CC-BY-SA-4.0, GPL V2, GPL V3, SIL OPEN FONT LICENSE 1.1, UNIQUE (IETF – Broad license to IETF documents. Code under BSD)

IBM MQ 9.1.0.15
Apache, EPL, Zlib, Unicode, OpenSSL, SAX, EPL, LGPL, GPL 2 w/ CPE, CDDL, LICENSE FOR OPEN SOURCE SOFTWARE IMPLEMENTATIONS OF OCB (CC0 + patent grant. Patent grant is terminated upon patent litigation alleging the patent infringes), Libcurl, MPL 1.1, W3C, MIT, BSD, AFL, Artistic, MPL, Unicode

IBM MQ 9.2.0.15
BSD, MIT, OpenSSL, Apache 1.1, Apache 2.2, Netscape Public License 1.1 (MPL w/ minor tweaks), EPL, W3C, Unicode, AFL 2.1, CPL, LGPL 2.1, Various custom permissive attribution only, Perl Artistic, MPL 2.0, GPL 2 w/ CPE, CDDL
Non-IBM “separately licensed”
AGPL V3, CC-BY-2.5, CC-BY-3.0, CC-BY-4.0, CC-BY-SA-3.0, CC-BY-SA-4.0 , GPL V2, GPL V3 , SIL OPEN FONT LICENSE 1.1, Open Software License version 2.1, REDHAT UBI LICENSE (under redhat EULA)  

AGPL 3.0: 
CLUSTERMON [Pacemaker (Subset)], CLUSTERMON.SH [Pacemaker] [Reviewing with Development]

IBM MQ 9.3.0.10
BSD, MIT, JSON, ICU, Unicode, OpenSSL, Apache 1.1, Apache 2.0, Netscape public license 1.1, EPL 1.0, EPL 2.0, W3C, ICU, Unicode, Zlib, AFL 2.1, CPL, LGPL 2.1, Custom permissive w/ attribution, GPL 2 w/CPE, Perl Artistic, VMWare EULA, MPL 2.0, Zlib, CDDL, MPL 1.0, MPL 2.0, ISC
Non-IBM:
CC-BY-1.0, CC-BY-3.0, CC-BY-4.0, CC-BY-SA-3.0, CC-BY-SA-4.0, GPL V2, GPL V3, SIL OPEN FONT LICENSE 1.1, REDHAT UBI LICENSE

Licenses for optional commercial software not being used by Oracle are not included here.

Access to fourth party systems or services	N/A
Oracle Code, Data or IP Rights Licensed to vendor	N/A
Term	2 Years.
Renewals	Autorenews annually for one year for up to 5 years unless Oracle provides 60 days prior notice not to renew.
Termination Rights	IBM will provide 12 months’ notice prior to withdrawing S&S for a program.
IBM may terminate master agreement upon 30 days uncured breach. Oracle may terminate master agreement for convenience with 30 days notice.
Post Termination/Continued Rights	1)	Continue to host the Solution at approved locations, provide production, maintenance and technical support (including access to fixes and software updates for legacy versions) for Customers
2)	copy and distribute, but not license, copies of the Programs that may be on master media (e.g., “golden masters”) until all other programs on such master media are desupported by Oracle.  
3)	The parties intend to provide for an orderly wind-down of the business conducted under the Agreement when this Amendment expires or is terminated in accordance with the Agreement to minimize any harm or disruption to the Customer. Notwithstanding any expiration or termination of the Agreement or this Amendment and subject to payment of fees due which shall be 85% off then current retail prices, you shall have the right to continue to purchase additional copies and/or provide additional licenses of the Solution to existing Customers, provided such Programs are generally available by IBM to you (e.g., not withdrawn from S&S) for a period of ten years from  the date of receipt of notice of termination subject to the terms of the Agreement, and (b) you and IBM agree to meet their obligations under the Agreement until all End User Agreements related to the Solution and existing at the time of the end of the Transition Period have expired (“Wind-Down Period”).   For avoidance of doubt, no new licenses shall be granted by you to new Customers after termination or expiration of the TD.

IBM reserves the right to terminate post-term rights for individual end users that violate terms of the agreement. Due to the nature of Millennium, this is almost impossible to do and will most likely only apply to a rare case of a Customer Hosted Solution or a 3rd party user of a Customer Hosted Solution.

Territory	Worldwide. Do not distribute to Belarus, Cuba, Iran, North Korea, Russia, Syria, or the Crimea, Donetsk, Luhansk, Kherson, or Zaporizhia (Zaporizhzhia) regions of Ukraine or majority owned subsidiaries of entities in those areas.
Key Agreement Limitations and Restrictions	We may not use a distributor, solution provider, system integrator or reseller in the distribution chain of your Solution. However, this restriction does not prevent the Customer from hosting its Solution.

For Token licensed products: Only for use for support, development or test of commercially available Solutions or Managed Services. We may also use these Eligible token Products for the development of applications used within our enterprise, provided the aggregate number of Tokens used for such purpose does not exceed 10% of total Token volumes. Do not distribute or allow to be used by Customers.

Compliance and Ethics Obligations	Comply with all applicable laws and regulations, including, without limitation, the US Foreign Corrupt Practices Act, and all other applicable laws and regulations prohibiting corruption and bribery
Do not directly or indirectly make or give, offer or promise to make or give, or authorize the making or giving of any payment, gift, or other thing of value or advantage (including, for example, accommodations, airfare, entertainment or meals) to any person or entity for the purpose of wrongfully influencing decisions or for any other purpose that is otherwise unlawful
Maintain records as required by law, and provide relevant records, as permitted by law  upon request should IBM have reasonable and credible evidence of noncompliance with this section
Comply with the Oracle Corporation Global Anti-Corruption Policy and Business Courtesy Guidelines 
IBM may terminate the Agreement in case of a breach of this subsection in accordance with the termination provision of this Agreement.
[Negotiated and approved by Oracle Compliance and Ethics Legal]
Development Obligations and/or Assistance	None
Support Obligations and Limitations	Oracle will provide level 1 and level 2 tech support to end users. IBM will provide level 3 support to us via fax and email. IBM will provide maintenance modifications which we must install. 

Security and Privacy Obligations	None
Access to Oracle Systems or Source Code	None
Product Warranties and Restrictions	Will conform to specs, but not guaranteed to be error free. “As is”.
Audit	IBM agrees to a 36 month no audit period. 
Maintain two years of record to support payments made to IBM and compliance with Agreement. IBM or their independent auditor may audit these records on our premises no more than once per year. They will only disclose to IBM amount due for the audit period. Oracle will pay amount due + 2%/month interest or highest amount allowed by law. Underpayment by more than 5% requires Oracle to reimburse the cost of the audit.
Transition To OCI	IBM authorizes the use of IBM MQ and IBM WebSphere Application Server Network Deployment Programs for up to 180 days, at zero cost, when deployed as a pre-production domain that requires a period of time to configure and test prior to system to system migrations.
Passthrough Terms	IBM will provide a License Information Document for each program. We must ensure our customers that directly license the Product are bound by these terms and all relevant license and NOTICE files. References in the LI to the IPLA do not apply. [EK: Updated: ONLY for customers who directly purchase IBM MQ/WAS and does not apply to OCI hosted end users where Oracle purchases the licenses]
WAS ND
https://www.ibm.com/support/customer/csol/terms/?id=L-JVVS-USNVZV&lc=en#detail-document
MQ
https://www.ibm.com/support/customer/csol/terms/?id=L-CNQA-A6QGAQ&lc=en#detail-document

Limitation of Liability	Bodily injury/death and damage to real/tangible property: Uncapped. Other direct damages, greater of $100K or payments made to IBM for the program subject to the claim during the term of TD 15 Amendment 26. Cap does not apply to indemnification obligations or payments owed to IBM. No indirect damages.
Indemnification	IBM will indemnify Oracle for 3rd party IP claims. IBM may modify/replace infringing code or obtain rights for Oracle to use the infringing code. Id this is not possible, IBM may require us to return/destroy the code and they will provide us a refund. No indemnification for claims based on 3rd party (including OSS) code, our modifications, or combination with anything IBM did not provide.
Oracle will indemnify IBM for 3rd party claims based on our representations not authorized by IBM or based on our actions under this agreement.
Governing Law	New York State
Mandatory Venue	N/A
Disputes and Dispute Resolution	Parties will negotiate in good faith to resolve disputes. Neither party will bring a cause of action greater than two years after the cause arose. Parties agree to waive jury trials [EK: waiver is against normal Oracle policy] Neither party is responsible for failure to fulfil obligation due to causes outside their control.
Confidential Information	5 years from disclosure.

Resources:
Development:
LOB Finance: 
CorpDev:
Legal:
Pricing:

Existing Agreement Identifiers (Not applicable if net new agreement)
Agreement Number:
Agreement Name:
3rd Party App ID:
Previous agreements

2001 Base OEM Agreement
License: Grants us the right to for Oracle, our distributors and our end users to use the licensed IBM software solely as part of an integration with Oracle/Cerner health products (the “Solution”).
Restrictions: Oracle may only market as part of the Solution. Do not reverse engineer. Ensure end users use programs in compliance with the agreement. 
Oracle will distribute under the IBM International license agreement or our license agreement if it is similarly restrictive. [EK: change in TD 15]
Tech support: Oracle will provide level 1 and level 2 tech support to end users. IBM will provide level 3 support to us via fax and email. IBM will provide maintenance modifications which we must install. 
Trademarks: Only used in accordance with IBM guidelines and as approved by IBM. No royalties for use in the marketing of the Solution. 
Payments: Must pay as described in the Transaction Document (“TD”). If we have not met our purchase commitment at the end of the term, IBM may invoice us the remaining balance. We may relicense any returned Solution where we have refunded the customer.
Audit rights: Maintain two years of record to support payments made to IBM and compliance with Agreement. IBM or their independent auditor may audit these records on our premises no more than once per year. They will only disclose to IBM amount due for the audit period. Oracle will pay amount due + 2%/month interest or highest amount allowed by law. Underpayment by more than 5% requires Oracle to reimburse the cost of the audit.
Warranty: Will conform to specs, but not guaranteed to be error free. “As is”.
Indemnification: 
IBM will indemnify Oracle for 3rd party IP claims. IBM may modify/replace infringing code or obtain rights for Oracle to use the infringing code. Id this is not possible, IBM may require us to return/destroy the code and they will provide us a refund. No indemnification for claims based on 3rd party (including OSS) code, our modifications, or combination with anything IBM did not provide.
Oracle will indemnify IBM for 3rd party claims based on our representations not authorized by IBM or based on our actions under this agreement.
Limitation of Liability: Bodily injury/death and damage to real/tangible property: Uncapped. Other direct damages, greater of $100K or payments made to IBM for the program subject to the claim. Cap does not apply to indemnification obligations or payments owed to IBM. [EK: This is changed in TD 15 Amd 26] No indirect damages.
IP Ownership: Parties retain their own IP. Parties may design/develop/etc product/services that are competitive. 
Compliance: Parties will comply with all applicable laws and regulations including export laws.
Territory: World wide with carveout [EK: Updated and carveout mostly removed in TD 15 Amd 26]
Legal actions: Parties will negotiate in good faith to resolve disputes. Neither party will bring a cause of action greater than two years after the cause arose. Parties agree to waive jury trials [EK: waiver is against normal Oracle policy]
Force Majeure: Neither party is responsible for failure to fulfil obligation due to causes outside their control.
Assignment: Oracle may not assign/transfer/delegate obligations without IBMs written approval except to a successor organization.
Choice of Law: New York State.

Application Solution Provider License Amendment 2003
License: nonexclusive, nontransferable license to authorize customers to access and use the programs solely as part of the Solution via the internet or a private network. This does not include downloading or copying of the IBM programs by the end users.
Indemnification:  Subject to the indemnification obligations in the base agreement, Oracle will indemnify IBM for 3rd party claims based on our ASP services.
Term/Termination: Agreement persists as long as there is an underlying Transaction Document in effect. IBM may terminate upon 30 days uncured breach. Oracle may terminate for convenience with 30 days’ notice. Upon termination, Programs may no longer be used for hosted service [EK: Post term rights added in TD 15 Amd 26]

Amendment 2 to the base agreement MISSING [Neither IBM nor Cerner have copies of this]

Amendment 3 to Base agreement 2015: Allows us to use subsidiaries to perform rights, licenses and actions.

Transaction Document 15 and amendments
License restriction: Programs used in this TD may be distributed/deployed as part of the Solution at:
1)	Customer facilities, 2) a 3rd party hosting facility or 3) within Cerner’s in-house data centers.
Expired reporting, pricing and licensing terms skipped.
Subscription and support: License comes with an initial 12 months Subscription and Support. We may renew at prices in the document. If we have not continued to renew S&S, we may acquire a 12 month term as a special S&S reinstatement price. For each program under S&S, IBM will 1) make available to us and authorize us to upgrade to the most current commercially available version, 2) provide us assistance for our code related questions and 3) provide assistance via telephone and if available, electronic access to our tech support team during normal business hours. IBM will provide Sev 1 assistance 24x7 365 days/year. S&S does NOT include: Design and development help, help for use of programs in non-specified operating environments or failures caused by products for with IBM is not responsible for under this agreement. Oracle will provide our customers updates to the programs as they are made available to us.
Product EOL: IBM will provide 12 months’ notice prior to withdrawing S&S for a program.
Managed Services: [Applies to the “Cerner Impact Integration” product] (EK: Confirming if this product still exists] Programs running in a mixed use environment (Internal Use/Part of Solution) must be predominantly (90%+) used for running the Solution. If use exceeds 20% we will purchase general use passport advantage licenses for the amount that exceeds 10%. [Dev confirms that we are using considerable less than 10% internal use]
Miscellaneous: Oracle will maintain PartnerWorld membership.
Passthrough terms: IBM will provide a License Information Document for each program. We must ensure our customers are bound by these terms and all license and NOTICE files. References in the LI to the IPLA do not apply. [EK: This is updated in the new TD 15 Amd 26. To restrict to non-hosted users. See detain in the new summary]
Demonstration/Evaluation and Customer proof of concept use is free providing we do not charge our customers. This use is “as is” and we may make the programs available at a customer site for 90 days at which point they must purchase it or return it.
DR/Backups:
Customers for which we have purchased OEM licenses for any program under this TD may use an equivalent number of copies for purposes of back-up or failover. IBM defines three types of back-up usage: cold (program reside on server but is not started), warm (program reside on server and the server is started, but not “doing work” (as defined below)) and hot (program reside on a server, it is started and is “doing work”)
Cold and warm backup servers may be used with no additional charge. Hot backups will require us to purchase program licenses for the server. “Doing work” is defined as production, development, testing and program maintenance. It also may include other activities such as mirroring of transactions, updating of files, synchronization of programs, data or other resources (for example, active linking with another machine, program, database, or other resource), or any other activity or configurations that would allow an active hot switch or other synchronized switch over between programs, databases, or other resources to occur. If we charge our customer additional fees for use above, we will pay additional license fees.

3rd party code:
Code that IBM identifies third party code as "Modifiable Third Party Code," IBM authorizes Licensee to 1) modify the Modifiable Third Party Code and 2) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee's modifications to such third party code.
Each of the components listed in the NON_IBM_LICENSE file is considered "Separately Licensed Code" licensed to Licensee under the terms of the applicable third party license agreement(s) set forth in the NON_IBM_LICENSE file(s) that accompanies the Program, and not this Agreement.
The Program includes components in source code form ("Source Components"), or other materials identified as Sample Materials or both. Licensee may copy and modify Source Components and Sample Materials for internal use only within the limits of the license rights under this Agreement; provided, however, that Licensee may not alter or delete any copyright information or notices contained in the Source Components or Sample Materials