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 their EA enrollments may include true-up rights that could result in deferring certain incremental license purchases either indefinitely or until the next true-up order.

For example, many companies use Enterprise Enrollments to license sets of "Enterprise Products" (typically, Windows OS upgrades, Office and CALs for server products like Exchange) across their enterprises on the basis of device counts or user counts. For those products, the Enterprise Enrollments often state that, at an annual true-up order, the licensee must "determine the number of Qualified Devices and Qualified Users...at the time