Microsoft license audit manual#
However, the MPSA states: “…Microsoft may change the…Licensing Manual from time to time, subject to the terms of this Agreement.” The MPSA does not contain any stated limitations on Microsoft’s right to change the Licensing Manual. The Licensing Manual includes details about the processes supporting this Agreement.” The Licensing Manual (currently available here) includes the notice, confidentiality and “unreasonable interference” audit terms that, as noted above, otherwise are missing from the body of the MPSA.
The MPSA requires the customer to “promptly provide any information reasonably requested by the independent auditors retained by Microsoft in furtherance of the verification, including access to systems running the Products.” There was no such specificity in the MBA, and there certainly was no requirement for the customer to provide “access” to its computer systems.Under the MBA, Microsoft was required to provide advance notice of audits, which had to be conducted during normal business hours and “in a manner that does not interfere unreasonably with operations.” There are no such requirements in the body of the MPSA.There is no corresponding language in the body of the MPSA. Under the MBA, Microsoft’s auditors were required to be subject to “a confidentiality obligation.” We often have relied on that language in advising our clients to obtain non-disclosure agreements with auditors before the commencement of audit activity.(It is worth mentioning that Microsoft’s current MBSA also contains no time limitation on audits, so Enterprise Agreement customers face the same problem under the default terms.) Nevertheless, if an MPSA customer were to decide in the future that it wanted to cancel the MPSA, the audit rights in the MPSA would remain in effect in perpetuity. The practical effect of that difference may be somewhat less significant for MPSA customers than it would be, for example, for Enterprise Enrollment customers, since the MPSA has no defined term. Under the MBA, Microsoft could initiate an audit only during the term of a license agreement and for one year thereafter.A comparison of the MPSA terms to the terms in an MBA (which still remain in effect for many Microsoft customers) reveals the following:
Microsoft license audit plus#
Unfortunately for Select Plus customers, though consistent with Microsoft’s notorious habit of steadily making its agreements less and less advantageous for its customers, the audit terms contained in the MPSA are significantly more onerous and markedly less reasonable than were the corresponding terms in past master agreements. They also included Microsoft’s audit rights. Those terms included Microsoft’s duty to defend against certain third-party claims, limitations of liability, and governing law, among others.
Under Select Plus (and still under the Microsoft Enterprise Agreement), most of the important, substantive legal terms associated with the licensing relationship were contained in the MBA/MBSA. (More information on the transition framework is available here.)Ī notable difference between the Select Plus Agreement and the MPSA is that the MPSA is self-contained and is not signed subject to a master agreement, such as a Microsoft Business and Services Agreement (or its predecessor, the Microsoft Business Agreement). Microsoft is in the process of transitioning many of its volume-licensing customers from the Select Plus Agreement to the new Microsoft Products and Services Agreement (MPSA).
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