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Negotiation and Settlement

The Final Sign Off That Closes an Audit

PUBLISHED OCTOBER 18, 2025 · UPDATED FEBRUARY 2, 2026

An audit is not over when the auditor sends a number. It is over when both sides sign a closure that is full and final. Treat that signature as the most important moment in the entire process.

Most of the attention in a Microsoft audit goes to the opening letter and the draft Effective License Position. The moment that actually decides whether the matter is finished, and on what terms, is the final sign off. This is the document that records what you agreed, what you are buying, and that the matter is closed. If you treat it as a formality, you risk leaving the door open for the same exposure to return. This article walks through what the final sign off settles and how to make it count.

What the final sign off actually does

The final sign off converts a negotiated position into a binding closure. By the time you reach it, the auditor has produced an Effective License Position, you have challenged it, and both sides have settled on a corrected number. The sign off records that number, the remediation you will make, and a statement that the audit period is closed. Without that closure language, you have paid against a finding while leaving the audit technically open.

For an end customer, remember how the contract clause works. If unlicensed use reaches 5 percent or more of total use, you reimburse Microsoft for verification costs and acquire the missing licenses at 125 percent of the current price. The whole point of the negotiation that precedes the sign off is to drive the corrected position below that line where possible, and to remove items that do not belong in the count. The sign off should reflect the corrected number, not the auditor opening draft.

What to confirm before you sign

Read the closure document as carefully as you read the opening demand. The signature binds you to whatever it says, not to what you believe you agreed verbally.

A worked closure, in round numbers

The table below shows how a closure should read after a successful defense. The figures are indicative and exist only to show the shape of a clean sign off.

LineAuditor draftNegotiated closure
Gross finding$4.0M$0.9M
Items removed on evidence0$3.1M
Unlicensed share of total use11 percent3 percent
Cost reimbursement clauseTriggeredBelow threshold
Remediation at list priceNone offeredAgreed and itemized

These figures are indicative. What matters is the pattern. A strong closure removes items that the evidence does not support, drives the unlicensed share under the 5 percent line, and prices the remainder at normal rates rather than the penalty rate.

A signature on a closure that still says the period is open, or that prices remediation at 125 percent when you settled below the threshold, locks in terms you spent the whole audit fighting. Slow down at the last step.

Why the closure language matters as much as the number

Two audits can settle at the same dollar figure and end in very different places. One closes the period fully and removes the disputed items from the record. The other pays the number but leaves wording that lets Microsoft revisit the same servers or the same product in a later cycle. The buyer side job at sign off is to make the closure as final as the payment. That means insisting on plain language that the matter is settled for the stated period, and making sure the corrected position, not the draft, is the version of record.

Document the remediation for the record

Closure is also the moment to capture the evidence that supported every reduction. If you removed items because of downgrade rights, secondary use, or entitlements the auditor missed, record that reasoning alongside the signed closure. A future cycle is far easier to defend when the prior closure and its supporting evidence are on file. Read more on this in documenting remediation for the record, and on how the calendar shapes the result in how settlement timing shifts the number.

Where the final sign off fits in the wider defense

The sign off is the last move in a sequence that started when the audit letter arrived. The earlier you build your own defensible position, the stronger your hand is when the closure is drafted. Our Microsoft audit survival guide sets out that full sequence, and the survival guide white paper goes deeper on the negotiation and closure stages. The signature should be the calm confirmation of a result you already shaped, not the first time you see the terms.

Do not sign alone

If a closure document is in front of you, have the defense read it before you sign. We make sure the number, the scope, and the finality are all in your favor.

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If an auditor is already asking questions, our penalty mitigation service negotiates the uplift down before settlement.

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