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


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



  • 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

Gartner Recommended Reading

©2021 Gartner, Inc. and/or its affiliates. All rights reserved. Gartner is a registered trademark of Gartner, Inc. and its affiliates. This publication may not be reproduced or distributed in any form without Gartner’s prior written permission. It consists of the opinions of Gartner’s research organization, which should not be construed as statements of fact. While the information contained in this publication has been obtained from sources believed to be reliable, Gartner disclaims all warranties as to the accuracy, completeness or adequacy of such information. Although Gartner research may address legal and financial issues, Gartner does not provide legal or investment advice and its research should not be construed or used as such. Your access and use of this publication are governed by Gartner’s Usage Policy. Gartner prides itself on its reputation for independence and objectivity. Its research is produced independently by its research organization without input or influence from any third party. For further information, see Guiding Principles on Independence and Objectivity.

Already have a Gartner Account?

Purchase this Document

To purchase this document, you will need to register or sign in above

Become a client

Learn how to access this content as a Gartner client.