When a Microsoft audit letter reaches legal, the instinct is to respond quickly and cooperatively. Speed is fine. Concession is not. The first response sets the tone and the scope for the entire engagement, and a few disciplined checks at this stage protect the position for months. This is the checklist to run before you reply.
Confirm the basis and the scope
Establish which clause the audit is being conducted under and confirm it is the audit clause in the Microsoft Business and Services Agreement. Identify whether this is a formal audit through a third party accounting firm, a self verification, or a sales led SAM engagement, because your obligations differ across the three. Pin down the stated scope, the entities covered, the products in question, and the time period.
Preserve and control the data
Route all data collection through a single controlled channel. Uncoordinated responses from IT, procurement, and business units create inconsistent records that the auditor can use. Preserve the relevant records, and make sure nothing is volunteered beyond the defined scope. The auditor relies on Microsoft data from Azure, Microsoft 365, and management tooling, so you want your own evidence assembled in parallel rather than conceding the vendor view by default.
Protect your position in the first reply
- Acknowledge the notice without agreeing to any finding, figure, or methodology.
- Reserve your rights, including the right to contest the draft Effective License Position.
- Hold the audit to reasonable notice and reasonable conduct.
- Do not commit to timelines you cannot control or to a single combined clock with any renewal.
- Do not concede any number before your own assessment is complete.
| Do | Do not |
|---|---|
| Confirm clause and scope | Accept a figure |
| Centralize data handling | Let units respond ad hoc |
| Reserve rights | Agree the methodology |
Bring the defense in early
The reason to involve buyer side defense at the letter stage is leverage. Once a draft Effective License Position is on the table, the conversation has already moved. Early engagement lets you control disclosure, assemble your own evidence, and contest assumptions before they harden into a number.
Your next step
If a letter has arrived, the clock is already running and the first reply matters. To understand the authority behind the demand, read what the MBSA audit clause actually allows, and to see what comes next, read the stages of a Microsoft audit. When you are ready to respond from a controlled position, get a quote and we will scope a defense. We work on a Fixed Fee from $18,000 or on Gainshare with zero retainer and no risk to you, and we reduce your exposure or we reimburse our service fee.
If you want a second set of eyes first, we take over the process through our Microsoft audit defense engagement.