A practical field guide for CIOs, procurement leaders, IT asset managers, and general counsel. The audit mechanics with real numbers, a defense framework, and a checklist you can act on the day the letter arrives.
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This is 6 to 10 pages of substance, no filler. It is written from the buyer side and assumes you want to reduce a number, not admire the problem.
Why SAM tool output is not enough. Microsoft counts with its own methodology and its own data from Azure, Microsoft 365, and management tooling. A clean SAM report can still differ from Microsoft's number, and Microsoft's number governs unless you defend yours.
The figures below are indicative and show only the shape of the clause.
| Item | Indicative value |
|---|---|
| Total licensed use | $10,000,000 |
| Unlicensed use found | $700,000 (7 percent) |
| Clause triggered (5 percent or more) | Yes |
| License acquisition at 125 percent | $875,000 |
| Verification costs reimbursed | added on top |
The guide shows where a buyer side defense attacks each line, and how an accurate position can keep you under the 5 percent threshold entirely.
End customers facing a SAM engagement, a self verification, an Enterprise Agreement true up, or a formal audit. If you host Microsoft software for external customers, read the SPLA defense materials instead, because the mechanics are different.
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