201907.02
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Microsoft’s Auditors Are Not Infallible

Microsoft licensing is a complex, multi-faceted undertaking, with different rules and license metrics applying to different products. In the context of software audits initiated by Microsoft, it is important to keep in mind the fact that the auditors hired to perform those investigations are fallible human beings and that they can (and do) make mistakes…

201907.01
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To SAM or Not to SAM? The Differences Between a Microsoft SAM Engagement and an Audit

In recent years, Microsoft seems to have been shifting an increasing volume of its license-compliance resources toward what it calls Software Asset Management (SAM) reviews. These “optional” engagements typically are proposed by Microsoft personnel with whom a company has not had any prior interactions, and the company often receives no advance warning or introductions from…

201906.27
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Consult with Counsel for SPLA Audits

Microsoft’s Services Provider License Agreement (“SPLA”) is a popular licensing framework for businesses delivering hosted or rented software solutions to their customers. However, as with many software license agreements pertaining to resale or other business channel partnership programs, the SPLA typically includes audit rights language giving Microsoft the ability to review a SPLA partner’s records…

201906.26
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In Microsoft Audits, Don’t Forget About True-Up Rights

Following the conclusion of a software audit, Microsoft’s standard practice is to require an audited company to purchase licenses associated with calculated “unlicensed use” within a set period of time (typically, 30 days) following receipt of Microsoft’s settlement demand. However, it is important for companies with Enterprise Agreements to keep in mind the fact that…

201906.25
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Microsoft SPLA Self-Assessment – What It Is, and How to Respond

Many of our clients contact us regarding notices they received from Microsoft requesting an internal self-assessment of their license positions under their Services Provider License Agreements (SPLAs). Naturally, many of those clients have questions about that process and the ramifications of cooperating with Microsoft. For those who may be unaware, SPLA is the principal licensing…

201906.18
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Be Cautious in Navigating Microsoft’s Forest of EA Documents

Companies with experience licensing Microsoft software and services through Enterprise Agreements know that small forests could be felled to produce the paper required for the typical document stack. EAs often incorporate a dozen or more different components, including some or all of the following: Microsoft Business and Services Agreement or Microsoft Business Agreement (Microsoft sometimes…

201905.29
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Navigating Microsoft License Verification Audits

Microsoft, like other software publishers, routinely audits customers to help ensure that it is protecting the value of its intellectual property.  Microsoft verifies its customers’ compliance using several methods. Microsoft License Verification (also, Software Asset Management “SAM” request). In a SAM request, Microsoft assigns a third party to reach out to a customer to confirm…

201905.01
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Can a Software Publisher Force You to Audit Your Customers?

Many software-solution vendors utilize third-party infrastructure or application programs as frameworks for embedded solutions that they sell to their customers and install on their customers’ computers. Licenses for those third-party products typically can be acquired by a vendor and passed to its customers pursuant to the terms of an Independent Software Vendor (ISV) or Original…