Legal Requirements of Selling Existing Open License Agreements

***This service has been discontinued due to changes in Microsoft's licensing guidelines.  Please contact us if you have any questions.

When selling or transferring a Microsoft Open License Agreement, there are many considerations to remember.  Following is the text in a standard Microsoft Open License contract in regards to transfers:

Transferring licenses. 

 

How to transfer.  You may transfer the licenses and Software Assurance coverage identified in the online records to a single individual or legal entity only if: (i) such transfer includes all licenses and Software Assurance coverage issued in connection with the initial purchase order and any subsequent purchase order placed under the authorization number, and the right to acquire additional licenses in the future under the authorization number; (ii) the transferee accepts in writing the terms of this agreement (including, without limitation, applicable product use rights, use restrictions, limitations on liability and the transfer restrictions of this section 6); and (iii) we receive written notice of such transfer on a form that we provide within 30 days of the date of transfer.  Any transfer made in violation of the requirements or restrictions in this section will be void. 

 

When transfers are not permitted.  You may not transfer (i) licenses on a short-term basis, (ii) licenses for any version of any product acquired through Software Assurance separately from underlying licenses for which that Software Assurance coverage was ordered; or (iii) upgrade licenses for a desktop operating system product separately from the underlying operating system license or from the computer system on which the product is first installed.

This clause provides the rights for you to participate in a transaction (sale or purchase) in which an Open License agreement is passed from one organization to another.  Following are the key items that need to be remembered during such a transaction:

1- The transfer or sale must include all license and Software Assurance coverage under a given authorization number.  Several purchases may have been made under this authorization number, and all must be included in the sale.

2- The transferee (purchaser) must accept in writing that they agree to the terms of license.  Our experts prepare these documents for you to sign.  We then forward these documents to Microsoft.

3- License transfers are not to be made on a short-term basis.

4- Desktop operating systems and Software Assurance that have been previously tied to another license cannot be transferred separately from the underlying license.

All of this can certainly be confusing.  Contact us today (888.275.8850)  to have your questions answered.

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