Gartner Research

Navigating Mergers, Acquisitions and Divestitures in a Microsoft EA: On-Premises and in the Cloud

Published: 18 October 2017

ID: G00337722

Analyst(s): Stephen White , Marie Sienkowski

Summary

The enterprise commitment and use of cloud services, such as Office 365, limit how sourcing and vendor management leaders can plan for and react to mergers, acquisitions and divestures under a Microsoft Enterprise Agreement. Use these best practices to mitigate cost and avoid shelfware.

Table Of Contents
  • Key Challenges

Introduction

Analysis

  • When Negotiating a New or Renewal EA, Determine Whether Current and Future Affiliates Should Be Included or Excluded, and Negotiate Business Downturn Language If Divestitures Are Anticipated
    • Pay Close Attention to Contract Language About Affiliate Options
    • If MAD Activity Is Likely, Negotiate a Lower Threshold for Good Faith Negotiations or for True-Down Provisions
  • After a Merger, Acquisition or Divestiture, Fully Define the New Company's Licensing Requirements Before Amending an Existing Contract or Negotiating a New EA Contract
    • Negotiate Internally and With Microsoft for the Time Needed to Specify Your Licensing Needs
    • Caution: The Enterprise Commitment Does Not Extend to Additional Products
    • Optimize Existing Software Asset Value With Transfers or Through Negotiation
  • Negotiate and Leverage Key EA Contract Terms to Mitigate the Limitations and Complexities Related to Future Migrations of Cloud Subscriptions (and Associated Data)
    • Recognize the Cloud Services Technical Realities That Limit Your Options
    • Eliminate Duplicate Costs by Matching the Online Services Solution to Your Scenario

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