The “off-the-shelf” Microsoft Enterprise Agreement provides considerable flexibility for both Microsoft and its customers to construct a deal that is a good fit for both parties. That being said, there are some fundamental limitations at the core of the agreement that may prevent the customer from extracting maximum value from the EA. Below is a list of five important revisions to make to the contractual language in the EA in order to unlock the potential value stored within its pages.

  • Release – One of the main value propositions of the EA is the knowledge that license compliance is simplified, provided the customer takes seriously its obligation to true-up with Microsoft each year. To provide the CIO with a quantum leap forward in compliance comfort, include language in the EA that releases the customer from any liability based on past noncompliance.

  • Business Downturn Protection – The standard EA allows companies to true up by purchasing more licenses to accommodate growth, but it restricts any move inthe opposite direction by truing or “floating” down if business goes south. Expanding on the language that addresses situations where the customer suffers a significant business downturn event is important.

  • Audit Forbearance – Because the internal IT team likely already expended a lot of effort preparing the organization for the EA implementation, it makes sense to ask Microsoft to agree not to conduct a compliance audit for a specified period of time after the enrollment.

  • Different Qualified Desktop Flavors – For organizations that have different categories of users requiring different feature sets from their productivity software platforms, negotiate for two or more flavors of qualified desktop to extract more value out of the EA.

  • Restacking – Another way to achieve the compliance benefit is by asking for restacking language that allows the customer to make a one-time adjustment to its produc tmix at some defined point in the future if it turns out that, despite the best efforts of the internal IT team and the reseller representatives, the initial order does not fit the customer’s needs.

Whether and to what extent any of these amendments to the Enterprise Agreement are available to an organization depends on a number of factors, but none of the revisions will be offered without specifically requesting them. Fo rthe best chance at getting Microsoft to agree to modify its EA, consider working with experienced counsel that has successfully obtained these concessions in the past.