Interested in training for your team? Click here to learn more

Negotiating Audit Provisions in Software Licensing Agreements

Managing Compliance, Access, Duration, and Scope of Audits of Software, Platform, and Infrastructure Services

Recording of a 90-minute CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, July 17, 2018

Recorded event now available

or call 1-800-926-7926

This CLE course will explore the critical issues for counsel to address when negotiating audit provisions in software licensing agreements. Our distinguished panel will offer practical guidance for corporate and technology counsel on drafting audit terms for on-premise and cloud-based software licensing agreements along with critical considerations when negotiating access, duration and scope.


Software licensing audits are costly and disruptive for businesses. While the audit is a mainstay of any software licensing agreement, counsel must carefully negotiate its terms to ensure minimal disruption of business operations while assessing the licensee’s compliance.

Software providers may engage third-party auditors, like the Business Software Alliance (BSA) or Software & Information Industry Association (SIIA), to manage the assessment and negotiation of any necessary “true-up” payments—the fees for using the software beyond the scope of the license. Third-party auditors typically work against a contingency of the fees assessed for noncompliance.

Counsel for businesses employing software solutions, whether on-premise or cloud-based, must craft audit provisions which narrowly focus on compliance assessment and limit access, scope and duration of audits to minimize their impact on the company’s bottom line.

Ample consideration should be given to additional team members to engage during the audit process, the potential to correct any noncompliance before the audit, and limits on the number of third-party authorized auditors in the assessment.

Listen as our panel of seasoned practitioners provides critical guidance on this key aspect of software licensing agreements.



  1. Software licensing audits
    1. Scope
    2. Duration
    3. Frequency
  2. Noncompliance
    1. Negotiating true-up payments
    2. Negotiating disclosure of findings
  3. Practical guidance
    1. Planning
    2. Internal compliance auditing


The panel will review these and other noteworthy issues:

  • How can counsel use self-certified compliance reporting to avoid audits altogether?
  • How can businesses limit true-up payments for findings of noncompliance during software audits?
  • What rights do licensees have regarding disclosure of an auditor’s findings?


Matthews, R. Taylor
R. Taylor Matthews, III

Lewis Rice

Mr. Matthews primarily represents clients involved in complex commercial disputes in state court, federal court and...  |  Read More

McAuliffe, Billee
Billee Elliott McAuliffe

Lewis Rice

Ms. McAuliffe has extensive experience throughout corporate law, including technology licensing, cybersecurity and data...  |  Read More

Siders, Benjamin
Benjamin J. Siders

Lewis Rice

Mr. Siders practices in IP and technology licensing and compliance, with a focus on helping small businesses,...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video