SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 12)*

RightNow Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

76657R106

(CUSIP Number)

Greg R. Gianforte

RightNow Technologies, Inc.

136 Enterprise Boulevard

Bozeman, MT 59718

(406) 522-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 3, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 8 Pages)

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CUSIP NO. 76657R106 Page 2 of 8 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Greg R. Gianforte
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use only
4.	Source of funds (See Instructions) PF
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 195,957 shares of Common Stock
		8.	Shared Voting Power 3,474,549 shares of Common Stock. See Items 4 and 5.
		9.	Sole Dispositive Power 195,957 shares of Common Stock
		10.	Shared Dispositive Power 3,474,549 shares of Common Stock. See Items 4 and 5.
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,670,506 shares of Common Stock. See Items 4 and 5.
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    x
13.	Percent of Class Represented by Amount in Row (11) 11.0%
14.	Type of Reporting Person (See Instructions) IN

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CUSIP NO. 76657R106 Page 3 of 8 Pages

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Susan Gianforte
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use only
4.	Source of funds (See Instructions) PF
5.	Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		7.	Sole Voting Power 0 shares of Common Stock
		8.	Shared Voting Power 3,474,549 shares of Common Stock. See Items 4 and 5.
		9.	Sole Dispositive Power 0 shares of Common Stock
		10.	Shared Dispositive Power 3,474,549 shares of Common Stock. See Items 4 and 5.
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,474,549 shares of Common Stock. See Items 4 and 5.
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    x
13.	Percent of Class Represented by Amount in Row (11) 10.4%
14.	Type of Reporting Person (See Instructions) IN

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CUSIP NO. 76657R106 Page 4 of 8 Pages

Explanatory Note

This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) amends and supplements the Schedule 13D that was originally filed on February 14, 2005, and that was amended and restated by Amendment No. 1 filed on May 27, 2005, amended and supplemented by Amendment No. 2 filed on October 13, 2005, amended and supplemented by Amendment No. 3 filed on December 15, 2005, amended and supplemented by Amendment No. 4 filed on March 27, 2006, amended and supplemented by Amendment No. 5 filed on June 20, 2006, amended and supplemented by Amendment No. 6 filed on November 8, 2006, amended and supplemented by Amendment No. 7 filed on December 14, 2006, amended and supplemented by Amendment No. 8 filed on November 26, 2007, amended and supplemented by Amendment No. 9 filed on September 22, 2008, amended and supplemented by Amendment No. 10 filed on December 16, 2008 and amended and supplemented by Amendment No. 11 filed on April 28, 2011 (as amended, restated and supplemented, the “Schedule 13D”) by Greg R. Gianforte and his spouse Susan Gianforte (“Mr. and Mrs. Gianforte”). Mr. and Mrs. Gianforte are filing this Amendment No. 12 as a single joint filing statement on Schedule 13D to update the information regarding their beneficial ownership of shares of common stock, $0.001 par value per share (the “Common Stock”), of RightNow Technologies, Inc., a Delaware corporation (the “Company”), as a result of the sale of shares of Common Stock in the open market by the Amended Trusts (as defined in the Schedule 13D), automatic quarterly distributions to the Amended Trusts in satisfaction of the automatic annuity distribution obligations of Mr. and Mrs. Gianforte’s charitable remainder unitrusts, gifts by Mr. Gianforte to the Amended Trusts for estate planning purposes, Mr. Gianforte’s receipt of a restricted stock unit award, and an automatic annual distribution to Mr. Gianforte and remaindermen in satisfaction of the automatic annuity distribution obligations of the Second River Trust (as defined in the Schedule 13D). Mr. Gianforte is filing this Amendment No. 12 as an individual and as co-trustee of the Amended Trusts. Mrs. Gianforte is joining Mr. Gianforte in filing this Amendment No. 12 because, as co-trustee with Mr. Gianforte of the Amended Trusts, Mrs. Gianforte may be deemed to share voting and dispositive powers over the Common Stock registered in the name of the Amended Trusts. Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

Items 3, 4, 5, 6 and 7 of the Schedule 13D are amended, supplemented and/or restated as set forth below:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof:

On March 31, 2011, automatic quarterly distributions of 4,009 shares of Common Stock held by the Unitrust #1 and 14,469 shares of Common Stock held by the Unitrust #2 were made to the Amended Trusts in satisfaction of the automatic annuity distribution obligations of the Unitrust #1 and the Unitrust #2. On April 8, 2011, Mr. Gianforte gifted an aggregate of 58,271 shares of Common Stock to the Amended Trusts, for no consideration, for estate planning purposes. On June 30, 2011, automatic quarterly distributions of 3,875 shares of Common Stock held by the Unitrust #1 and 13,987 shares of Common Stock held by the Unitrust #2 were made to the Amended Trusts in satisfaction of the automatic annuity distribution obligations of the Unitrust #1 and the Unitrust #2. On various dates between June 20, 2011 and October 5, 2011, the Amended Trusts sold an aggregate of 450,000 shares of Common Stock on the open market in multiple transactions at prices ranging from $30.00 to $33.60

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CUSIP NO. 76657R106 Page 5 of 8 Pages

pursuant to a Rule 10b5-1 trading plan adopted by the Amended Trusts on June 7, 2011. On July 25, 2011, Mr. Gianforte received 1,259 shares of Common Stock (after deduction of 605 shares for tax withholding) from the Company under a restricted stock unit award. On September 1, 2011, Mr. Gianforte gifted an aggregate of 1,259 shares of Common Stock to the Amended Trusts, for no consideration, for estate planning purposes. On September 30, 2011, automatic quarterly distributions of 3,788 shares of Common Stock held by the Unitrust #1 and 13,712 shares of Common Stock held by the Unitrust #2 were made to the Amended Trusts in satisfaction of the automatic annuity distribution obligations of the Unitrust #1 and the Unitrust #2. On November 11, 2011, an automatic annual distribution of 45,332 shares of Common Stock held by the Second River Trust was made to Mr. Gianforte in satisfaction of the automatic annuity distribution obligations of the Second River Trust, and an automatic distribution of an aggregate of 59,708 shares of Common Stock held by the Second River Trust was made to the remaindermen in satisfaction of the automatic annuity distribution obligations of the Second River Trust. Mr. Gianforte also has the right to acquire beneficial ownership of 150,625 shares of Common Stock within sixty days upon the exercise of employee stock options he has been granted in the past by the Company.

Except as indicated above, the information set forth in Item 3 of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented by adding the following after the thirteenth paragraph thereof:

The sales of shares of Common Stock by the Amended Trusts on various dates between June 20, 2011 and October 5, 2011 were made pursuant to a Rule 10b5-1 plan for estate planning purposes. The gifts of shares of Common Stock to the Amended Trusts were made for estate planning purposes. The restricted stock unit award and employee stock option grants were received pursuant to the terms of the Company’s incentive plan. The automatic quarterly distributions by the Unitrust #1 and the Unitrust #2 were made in satisfaction of the automatic annuity distribution obligations of the Unitrust #1 and the Unitrust #2. The automatic annual distributions by the Second River Trust were made in satisfaction of the automatic annuity distribution obligations of the Second River Trust.

On October 23, 2011, Mr. and Mrs. Gianforte (on behalf of themselves and their various trusts) entered into voting agreements with OC Acquisition LLC (“Parent”), a wholly-owned subsidiary of Oracle Corporation (“Oracle”), pursuant to which Mr. and Mrs. Gianforte agreed, among other things, to vote their shares of the Company’s Common Stock for the adoption of that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Parent and Rhea Acquisition Corporation (“Merger Subsidiary”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Subsidiary will merge with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Oracle, and to vote against any alternative proposal and against any action or agreement that would frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement. The foregoing description of the voting agreements does not purport to be complete and is qualified in its entirety by reference to the form of voting agreement, a copy of which is filed as Exhibit 99.3 hereto and is hereby incorporated into this Schedule 13D by reference.

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CUSIP NO. 76657R106 Page 6 of 8 Pages

Except as indicated above, the information set forth in Item 4 of the Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer

Part (a) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

(a) As of the date hereof, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Mr. Gianforte individually beneficially owns an aggregate of 195,957 shares of Common Stock and Mr. and Mrs. Gianforte together beneficially own an aggregate of 3,474,549 shares of Common Stock, altogether constituting approximately 11.0% of the total number of shares of the Company’s Common Stock outstanding. The approximate percentage of shares of Common Stock beneficially owned by Mr. and Mrs. Gianforte is based upon 33,351,527 shares of the Company’s Common Stock which is the total number of shares of the Company’s Common Stock outstanding as of November 8, 2011.

The amount disclosed as beneficially owned individually by Mr. Gianforte includes 150,625 shares of Common Stock underlying employee stock options that are exercisable within sixty days.

The amount disclosed as beneficially owned by Mr. and Mrs. Gianforte does not include an aggregate of 1,412,050 shares of Common Stock held by the Gianforte Family Charitable Trust, a tax-exempt private foundation. Mr. and Mrs. Gianforte disclaim beneficial ownership of the shares held by such tax-exempt private foundation pursuant to Rule 13d-4 of the Securities Exchange Act of 1934.

Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains unchanged.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented by adding the following after the first paragraph thereof:

On October 23, 2011, Mr. and Mrs. Gianforte (on behalf of themselves and their various trusts) entered into voting agreements with OC Acquisition LLC (“Parent”), a wholly-owned subsidiary of Oracle Corporation (“Oracle”), pursuant to which Mr. and Mrs. Gianforte agreed, among other things, to vote their shares of the Company’s Common Stock for the adoption of that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Parent and Rhea Acquisition Corporation (“Merger Subsidiary”), pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Subsidiary will merge with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Oracle, and to vote against any alternative proposal and against any action or agreement that would frustrate the purposes of, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement. The foregoing description of the voting agreements does not purport to be complete and is qualified in its entirety by reference to the form of voting agreement, a copy of which is filed as Exhibit 99.3 hereto and is hereby incorporated into this Schedule 13D by reference.

Except as indicated above, the information set forth in Item 6 of the Schedule 13D remains unchanged.

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CUSIP NO. 76657R106 Page 7 of 8 Pages

Item 7. Material to Be Filed as Exhibits

99.1. Joint Filing Agreement dated December 6, 2011 between Mr. and Mrs. Gianforte, filed herewith as Exhibit 99.1.

99.2. Powers of Attorney, incorporated by reference to Exhibit 99.2 to the Schedule 13D filed with the Securities and Exchange Commission on April 28, 2011.

99.3. Form of Voting Agreement and schedule of signatories thereto, filed herewith as Exhibit 99.3.

Except as indicated above, the remaining information set forth in the Schedule 13D remains unchanged.

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CUSIP NO. 76657R106 Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 6, 2011

Date

/s/ Joshua W. Burnim, as Attorney-in-Fact for Greg R. Gianforte

Signature

Joshua W. Burnim, as Attorney-in-Fact for Greg R. Gianforte

Name/Title

December 6, 2011

Date

/s/ Joshua W. Burnim, as Attorney-in-Fact for Susan Gianforte

Signature

Joshua W. Burnim, as Attorney-in-Fact for Susan Gianforte

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of the undersigned persons (collectively the “Filing Persons”); and

WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of the Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Filing Persons:

1. Each of the Filing Persons is individually eligible to use the Joint Statement.

2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto.

3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement.

4. None of the Filing Persons is responsible for the completeness or accuracy of the information concerning the other Filing Persons contained in the Joint Statement; unless such person knows or has reason to believe that such information is inaccurate.

5. The undersigned agree that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons.

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Date: December 6, 2011

/s/ Joshua W. Burnim, as Attorney-in-Fact for Greg R. Gianforte

Joshua W. Burnim, as

Attorney-in-Fact for Greg R. Gianforte

/s/ Joshua W. Burnim, as Attorney-in-Fact for Susan Gianforte

Joshua W. Burnim, as

Attorney-in-Fact for Susan Gianforte

EX-99.3

Exhibit 99.3

VOTING AGREEMENT

VOTING AGREEMENT, dated as of October 23, 2011 (this “Agreement”), between OC Acquisition LLC, a Delaware limited liability company (“Parent”), and the individual listed as “Stockholder” on the signature page hereto (“Stockholder”).

WHEREAS, as a condition and inducement to Parent’s and Rhea Acquisition Corporation’s (“Merger Sub”) willingness to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with RightNow Technologies, Inc., a Delaware corporation (the “Company”), Parent has requested Stockholder, and Stockholder has agreed, to enter into this Agreement with respect to all shares of common stock, par value $0.001 per share, of the Company that Stockholder beneficially owns (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) (the “Shares”).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

VOTING AGREEMENT; GRANT OF PROXY

Section 1.01. Voting Agreement. Stockholder hereby agrees to vote or exercise its right to consent with respect to all Shares that Stockholder is entitled to vote at the time of any vote or action by written consent to approve and adopt the Merger Agreement, the Merger and all agreements and actions contemplated by the Merger Agreement at any meeting of the stockholders of the Company, and at any adjournment thereof, at which such Merger Agreement and agreements contemplated thereby (or any amended version thereof), or actions contemplated thereby, are submitted for the consideration and vote of the stockholders of the Company. Stockholder hereby agrees that it will not vote any Shares in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (iii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement or (iv) other matter relating to, or in connection with, any of the foregoing matters.

Section 1.02. Irrevocable Proxy. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares. By entering into this Agreement, Stockholder hereby grants a proxy appointing Parent as Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in Stockholder’s name, to vote, express consent or dissent in respect of the Shares, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Parent or its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to the Shares. The proxy granted by Stockholder pursuant to this Article 1 is irrevocable to the extent permitted by law and is granted in consideration of Parent entering into this Agreement and the Merger Agreement and incurring certain related fees and expenses. The proxy granted by Stockholder shall not be exercised to vote, consent or act on any matter except as contemplated by Section 1.01 above. The proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder represents and warrants to Parent that:

Section 2.01. Corporation Authorization. The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby are within the powers (corporate and otherwise) of Stockholder and, if applicable, have been duly authorized by all necessary corporate, company, partnership or other action. This Agreement constitutes a valid and binding Agreement of Stockholder, enforceable against Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is married and the Shares and Company Compensatory Awards set forth on the signature page hereto opposite such Stockholder’s name constitute community property under Applicable Law, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of, such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies. If this Agreement is being executed in representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.

Section 2.02. Non-Contravention. The execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws, or other comparable charter or organizational documents, of Stockholder, if any, (ii) violate any Applicable Law, (iii) conflict with or violate or require any consent, approval, notice or other action by any Person under, constitute a default (with or without notice of lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Stockholder is entitled under any provision of any agreement or other instrument binding on Stockholder or any of Stockholder’s properties or assets, including, without limitation, the Shares or (iv) result in the imposition of any Lien on any asset of Stockholder.

Section 2.03. Ownership of Shares. Stockholder (together with Stockholder’s spouse if Stockholder is married and the Shares and Company Compensatory Awards set forth on the signature page hereto opposite such Stockholder’s name constitute community property under Applicable Law) is the beneficial owner of the Shares and Company Compensatory Awards set forth on the signature page hereto opposite such Stockholder’s name, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Shares), except the restrictions set forth in this Agreement. None of the Shares or Company Compensatory Awards is subject to any voting trust or other agreement or arrangement with respect to the voting of such Shares or Company Compensatory Awards (including Shares underlying such Company Compensatory Awards), except as set forth in this Agreement.

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Section 2.04. Total Shares. Except for the Shares set forth on the signature page hereto (including Shares underlying Company Compensatory Awards), Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

Section 2.05. Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company in respect of this Agreement based upon any arrangement or agreement made by or on behalf of Stockholder.

Section 2.06. No Litigation. There is no suit, claim, action, investigation or proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder at law or in equity before or by any Governmental Authority that could reasonably be expected to impair the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to Stockholder:

Section 3.01. Corporation Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.

ARTICLE 4

COVENANTS OF STOCKHOLDER

Stockholder hereby covenants and agrees that:

Section 4.01. No Proxies for, Encumbrances on or Disposition of Shares. (a) Except pursuant to the terms of this Agreement, Stockholder shall not, without the prior written consent of Parent, directly or indirectly (except, if Stockholder is an individual, as a result of the death of Stockholder), (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares during the term of this Agreement or (iii) take any other action that would make

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any representation or warranty of Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the foregoing actions, and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

(b) Notwithstanding the foregoing clause (a), Stockholder may transfer Shares to any member of Stockholder’s immediate family or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Section 4.02. Other Offers. Stockholder (in Stockholder’s capacity as such), and each of its Subsidiaries, if any, shall not, and shall use its reasonable best efforts to cause its officers, directors, employees or other agents, if any, not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal or any inquiries or the making of any proposal that could reasonably be expected to lead to any Acquisition Proposal, or (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its Subsidiaries to, afford access to the non-public business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by, any Third Party that may be considering making, or has made, an Acquisition Proposal, or has agreed to endorse an Acquisition Proposal; provided, however, that Stockholder shall not be barred from entering into a voting agreement, containing terms that are substantially the same as those contained herein (including termination concurrent with the termination of any related agreement and plan of merger), with any Third Party that submits an Acquisition Proposal that, in accordance with Section 6.03 of the Merger Agreement, the Board of Directors of the Company has determined is a Superior Proposal. Stockholder shall notify Parent promptly (but in no event later than 24 hours) after receipt by Stockholder or any of its Subsidiaries, if any (or any of its or their Representatives), of any Acquisition Proposal, any inquiry that would reasonably be expected to lead to an Acquisition Proposal, any related request for non-public information relating to the Company or any of its Subsidiaries or for access to the non-public business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party or any other indication that a Third Party is considering making an Acquisition Proposal. Stockholder shall provide such notice orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request. Stockholder shall keep Parent informed, as promptly as practicable, of the status and material terms of any such Acquisition Proposal, indication or request, including the material resolved and unresolved issues related thereto and material amendments or proposed amendments as to price and other material terms thereof.

Section 4.03. Communications. Stockholder, and each of its Subsidiaries, if any, shall not, and shall cause its officers, directors, employees or other agents, if any, not to, directly or indirectly, make any press release, public announcement or other public communications that criticizes or disparages this Agreement or the Merger Agreement or the transactions

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contemplated hereby and thereby, without the prior written consent of Parent. Stockholder hereby (i) consents to and authorizes the publication and disclosure by Parent and the Company of Stockholder’s identity and holding of Shares, and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any other information that Parent or the Company determines to be necessary in any SEC disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement and (ii) agrees as promptly as practicable to notify Parent and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document.

Section 4.04. Additional Shares. In the event that Stockholder acquires beneficial ownership of, or the power to vote or direct the voting of, any additional voting interest with respect to the Company, such voting interests shall, without further action of the parties, be subject to the provisions of this Agreement, and the number of Shares set forth on the signature page hereto will be deemed amended accordingly. Stockholder shall promptly notify Parent of any such event.

Section 4.05. Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Shares or rights to dissent from the Merger which may arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

ARTICLE 5

MISCELLANEOUS

Section 5.01. Other Definitional and Interpretative Provisions. Unless specified otherwise, in this Agreement the obligations of any party consisting of more than one person are joint and several. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

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Section 5.02. Further Assurances. Parent and Stockholder (in its capacity as such) will each execute and deliver, or cause to be executed and delivered, all further documents and instruments as the other may reasonably request and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and all things the other party may reasonably deem proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.03. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms; provided, however, that no termination of this Agreement shall relieve any party hereto from any liability for any breach of any provision of this Agreement prior to such termination.

Section 5.04. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.05. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Stockholder may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Parent. Any assignment in violation of the foregoing shall be null and void.

Section 5.06. Governing Law. This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of any law other than the law of the State of Delaware.

Section 5.07. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto and the Merger Agreement has become effective. Until and unless each party has received a counterpart hereof signed by the other party hereto and the Merger Agreement has become effective, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 5.08. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired

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or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.09. Specific Performance. The parties hereto agree that irreparable damage to Parent would occur, damages would be incalculable and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any provision of this Agreement were not performed by Stockholder in accordance with the terms hereof, and that Parent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically Stockholder’s performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Stockholder hereby waives any defenses based on the adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by Parent.

Section 5.10. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

Section 5.11. Action in Stockholder’s Capacity Only. Stockholder, if a director or officer of the Company, does not make any agreement or understanding herein as a director or officer of the Company. Stockholder signs this Agreement solely in his or her capacity as a beneficial owner of the Shares and nothing herein shall limit or affect any actions taken in his or her capacity as an officer or director of the Company, including with respect to any Acquisition Proposal or any other action permitted by the Merger Agreement or complying with or exercising such Stockholder’s fiduciary duties as a member of the Board of Directors of the Company.

Section 5.12. Notices. Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (i) when delivered or sent if delivered in person or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the fifth Business Day after dispatch by registered or certified mail, (iii) on the next Business Day if transmitted by national overnight courier or (iv) on the date delivered if sent by email (provided confirmation of email receipt is obtained), in each case as follows:

if to Parent, to:

OC Acquisition LLC

c/o Oracle Corporation - Legal

500 Oracle Parkway

Redwood Shores, CA 94065

Attention: Associate General Counsel, Mergers & Acquisitions

Facsimile: (650) 633-0272

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with a copy to:

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, California 94111

Attention: John M. Newell

Facsimile: (415) 395-8095

if to Stockholder, to: the address for notice set forth on the signature page hereof

with a copy to:

RightNow Technologies, Inc.

136 Enterprise Blvd.

Boxeman, MT 59718

Attention: General Counsel

Facsimile No.: (406) 522 4227

Section 5.13. Submission to Jurisdiction. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in Wilmington, Delaware for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees not to commence any action, suit or proceeding relating thereto except in such court and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice or document by U.S. registered mail, or otherwise in the manner provided for notices in Section 5.12 hereof, shall be effective service of process for any such action, suit or proceeding brought against it in any such court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action, suit or proceeding in such courts and (v) agrees not to plead or claim in any court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 5.14 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.15. Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

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Section 5.16. Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. A party hereto shall not be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Section 5.17. No Ownership Interest. All rights, ownership and economic benefits of and relating to the Shares and Company Compensatory Awards shall remain vested in and belong to Stockholder, and Parent shall have no authority to exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise specifically provided herein, or in the performance of Stockholder’s duties or responsibilities as a stockholder of the Company.

Section 5.18. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

OC ACQUISITION LLC
By:
Name:	Brian Higgins
Title:	Vice President

Signature Page to Voting Agreement

STOCKHOLDER:

By:

Name:

Title:

Address for notices:

SPOUSE OF STOCKHOLDER:

Name:

Class of Stock	Shares Beneficially Owned	Shares subject to Company Stock  Options	Shares subject to Company RSUs
Common Stock

Signature Page to Voting Agreement

SCHEDULE OF SIGNATORIES (OTHER THAN OC ACQUISITION LLC)

1. The Gianforte Charitable Remainder Unitrust #1

2. The Gianforte Charitable Remainder Unitrust #2

3. The Gianforte Family Charitable Trust

4. Greg Gianforte Revocable Inter Vivos Trust dated May 23, 2005 and Susan Gianforte Revocable Inter Vivos Trust dated May 23, 2005, tenants in common

5. Greg R. Gianforte Family Trust

6. Greg R. Gianforte