Microsoft Open License Transfer – What you need to know!!

 

License transfer is really a world of legality, each agreement may have different terms and conditions, also different versions of the agreements may have different T&Cs, bottom line, always check your own paperwork, the "transfer" section is always in there!

I want to cover off the "common" issues when transferring licenses purchased through Volume Licensing Agreements

Remember that OEM software is tied to the original hardware it was purchased with and cannot be transferred, the whole unit <hardware and software> may go together, no software separation is permitted

The first mistake made is the difference between re-assignment and transfer, alot of people get these 2 mixed up

**Reassignment is removing the software license off a device you own and installing or assigning onto a new or alternative device you or your legal affiliate owns, reassignment rules are discussed at the bottom of this blog

Transfer is to permanently remove software licenses off a device you own and give ownership of these licenses to an affiliate or an unaffiliated 3rd party, under specific criteria, with the understanding that you do not and will not have the licenses back

Lets look at the transfer rules by Agreement

Open Agreement Version 6.5 and Prior

Open transfer is "all or nothing", under a single authorisation you may have numerous licenses, you must transfer all those licenses at the same time, no license splitting is permitted in Open transfer

How to transfer licenses to affiliates or third parties. 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) you provide the transferee, and 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 (90 days or less),
  • (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.

 

Key notes on new changes to Transfer on Open Agreements 6.6 onwards

Right to transfer. Customer may transfer the Licenses identified in the Online Records to (if Customer is an eOpen Customer) or on the paper License confirmation (if Customer is a pOpen Customer)

  • (1) an Affiliate or
  • (2) to an unaffiliated third party in connection with a merger, divestiture, or consolidation of an Affiliate or operating division.

To do so, (1) such transfer must include all Licenses 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; and (2) Customer must complete and send to Microsoft a transfer notice in a form which can be obtained from http://microsoft.com/licensing/contracts within 30 days of the date of transfer. All other transfers require Microsoft’s prior written consent. Guidance on what types of transfers are permissible can be found at http://microsoft.com/licensing/contracts. No License transfer will be valid unless Customer provides to the transferee, and the transferee accepts in writing, the applicable Product use rights, use restrictions, limitations of liability, and the transfer restrictions described in this section. Any transfer not made in compliance with this section will be void. The resale of Licenses is expressly prohibited.

Certain transfers not permitted. Customer may not transfer any of the following:

  • Licenses on a short-term basis (90 days or less);
  • temporary rights to use Products;
  • Software Assurance coverage;
  • Licenses for any version of any Product acquired through Software Assurance separately from underlying Licenses for which that Software Assurance coverage was obtained; or
  • an upgrade License 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.

 

Did you know: You will need to put on the new open transfer request form why you want to transfer, choice of Divesture, Merger, Acquisition and Other, if Other you need to state your business reason

Did you know: You must transfer within region, for open, “Defined Region” means the geographical region as defined on the regional listing located at http://www.microsoft.com/licensing/programs/open/openregional.mspx where the Originating Customer is organized and operated

Always work with your channel partner on License transfer requests, these guys have the skills to cover this off for you, they also have the access to the internal Microsoft tools to get these transfers "signed and sealed"

 

**Reassignment:

Internal reassignment of licenses. You may reassign licenses for products other than desktop operating system. However, you may not reassign: (i) licenses on a short-term basis (90 days or less), or (ii) except as provided in Subsection (d) below, Software Assurance coverage or other upgrade rights separately from the underlying license. You may not reassign desktop operating system licenses from the device on which the software is first installed.

Internal reassignment of software Assurance coverage for the desktop operating system. You may reassign Software Assurance coverage ordered for an underlying desktop operating system product installed on one computer to a replacement computer as long as:

  • (i) that replacement computer is licensed to run the latest qualified version of the desktop operating system available as of the date of the reassignment, and
  • (ii) you remove from the original computer any desktop operating system upgrades that were installed under the reassigned coverage.

You may not otherwise separate Software Assurance coverage or any related upgrade right from the underlying license for which it is ordered.

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5 Comments

  1. Email from Kanute
    My company is a Microsoft Partner and we resell eOpen license agreements through Ingram.  We have recently acquired a number of new clients from another IT provider.  Those clients have had software sold to them through eOpen, however, the eOpen contracts state the reselling company as the licensee.  Is it a violation of the agreement to purchase software as if for internal use and then sell it to customers without transfering the license?
    Answer:
    To be completely clear on this, the name on the Open License Agreement is the legal entity, the legal entity is the only company who can use those internal licenses
    If those licenses are not being used by the company named, they are in breach of the license terms, the option here is to transfer the asset to an affliate or non-affliated 3rd party on forms that Microsoft provide, under the specifc criteria set out in the agreement
     
    Hope this helpsEmma

  2. My company is in NAmerica with a division in SAfrica, our customer is in SAfrica, can I purchase Windows Server 2000 Software with Hardware as an Open Agreement & then transfer ownership of the entire product to my customer in S Africa. by using the website/ & which form would I use?The customer already has several licenses for the same software, installed on the servers at time of purchase

  3. HI ThereOpen licensing is territory based, this means that if you buy in N America you can transfer to N America or Canada, more info on this link http://www.microsoft.com/licensing/programs/open/openregional.mspxAnd from the FAQCan a customer in one country acquire an Open License from another country?No. The Open License program is designed to be distributed only within the country in which the Open License Agreement is produced. For example, an Open License produced in the HK is only to be acquired by a HK entity.so no, you would not be able to transfer Open licenses purchased in NA to SACheersEmma

  4. I work for a company and a client was opening an office in Cali. He is leaving 2 workstations and the server here in NC. 3 workstations are going to Cali. They needed to run Quickbooks and a few other apps via Terminal Services/RDP. I called CDW and Microsoft looking to purchase TS/RDP 5 CAL license pack. I told both companies that the server was running MS Small business server 2003. I added the licenses and was unable to get it working. I quickly found out that SBS 2003 does not support TS/RDP Application mode which makes this whole process useless. I had already added the license and activated the TS server. Now I have paid about 500 bucks for CALs that I can’t use. I removed the CALs and deactivated the server.

    My question is this:
    1. Can I sell the CALs to get some of my money back?
    2. How long does it take to transfer the CALs? If I were to sell them, say on eBay, Would it take one working day or longer?

  5. Hello
    Thank you for your time to prepare such a good document.
    My question is territory related.
    Turkey is under europeen free trade aggrement.On open license territory webpage i see turkey is listed under middle east territory . “http://www.microsoft.com/licensing/licensing-options/open-regional.aspx”
    Does this mean eventhough it is under eu/efta agreement .we can’t purchase or transfer licenses from eu or is there a loophole ?
    Thank you for your thoughts.

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