BRIEF

1
Proof of License for Microsoft Software
Details
The Microsoft Software Asset Management (SAM) program encourages your
organization to meet its proof of license (POL) obligations as stated in its software
license agreements with Microsoft. To help you keep your proof of license
documents current, the ISO/IEC 19770-1:2006 standard recommends that each
quarter you review your software inventory and reconcile any difference between
the Microsoft software your organization is entitled to use and what it has
actually installed.
Why Maintain Proof of License
The ability to demonstrate POL is in your companys best interest on several levels.
To begin with, POL ensures that your company is using only genuine Microsoft
software. Unauthorized software can contain viruses that may potentially damage
individual computers and entire networks, while exposing critical company and
customer data to risk. Additionally, unauthorized software or licenses that cannot be
verified can render software ineligible for product upgrades and Microsoft technical
support, diminishing the value of software to your organization. And finally,
maintaining proofs of license provides peace of mind by ensuring that your
organization is meeting all legal responsibilities when it comes to the use and
deployment of Microsoft software. Should your organization ever need to produce
evidence of POL, having current proofs of license on hand will save you valuable
time with minimal disruption to your core business activities.
How Discrepancies Occur
The vast majority of POL discrepancies are inadvertent. To stay competitive,
companies are under constant pressure to deliver the latest software capabilities to
their employees. Mergers and acquisitions add further complications to asset
management tasks. As a result, it can be difficult to stay on top of how many times a
particular software title has been installed, which versions of software are eligible for
which upgrades, or even where various licensing documents can be found. As a
result, POL issues can emerge.
Microsoft provides software asset management tools such as Microsoft System
Center Configuration Manager and Microsoft Asset Inventory Service, which offer
details and comprehensive reports on the software licenses your organization has
purchased and software installations in your network environment. (Information on
these and other helpful tools is available in the Additional Resources section of this
brief). However, ultimately it is your organizations responsibility to organize your POL
documentation and ensure that you can match the licenses youve purchased with
the ones youre actually using.
OVERVIEW
Who should read this brief:
CIOs, IT professionals, software
asset managers, IT asset
managers, SAM consultants,
and IT procurement managers.
What its about:
The various documents you
need in order to provide valid
proof of license for Microsoft

software.
Why you should care:
Keeping your proofs of license
current is an important part of
your licensing agreements with
Microsoft.
SUMMARY
Maintaining proper proof of
license is a legal responsibility
your organization agrees to
whenever it licenses software
from Microsoft. Proofs of license
consist of certain types of
documentation and ensure that
all Microsoft software is genuine,
has been purchased legitimately,
is correctly licensed, and is
eligible for all upgrades and
support its users are entitled to.
Microsofts Software Asset
Management (SAM) program is
providing this brief to help you
understand why its in your best
interest to keep Microsoft proofs
of license current, which
documents are required for
different types of licenses, and
what tools and resources are
available to help you organize
proof of license information in
less time and with less effort.

Microsoft Software Asset Management 2

Proof of License Documentation


The information in this section will acquaint you with the various types of documentation used in maintaining valid POL for
Microsoft software.
Proof of license refers to the documentation required to validate the software title and the number of licenses purchased by
your organization. There are various options for licensing Microsoft softwarefor example, preinstalled (OEM), retail (full
packaged product), and Volume Licensing agreements. Each has its unique requirements for providing proof of license.
Types of POL documentation include:
STANDARD LICENSE TERMS (SLT)
Defines the licensing terms related to a particular license and helps organizations understand the rights they have under
that license. The SLT documentation applies to full packaged product (FPP), electronic software download (ESD), and
original equipment manufacturer (OEM) software. For operating system software, the SLT is an electronic document
installed on the computer during software installation. For other software, the SLT may be printed and included with the
documentation that comes with the hardware.
END-USER LICENSE TERMS
The End-User License Terms are still used for some full packaged software, and software
distributed through OEM retailers, but most have been replaced with the Standard License
Terms (SLT) document.
VOLUME LICENSING AGREEMENT
For customers buying through such programs as Open, Select Plus, and Enterprise Agreement. Volume Licenses (VLs)
typically include a Master Business Agreement or a Master Business and Services Agreement, as well as:
Product Use Rights (PUR): The PUR is a vital legal document and part of your
Microsoft Volume Licensing agreement. It details specific use rights for all software
contained in a Volume Licensing program, and provides the use rights for software
when a customer acquires a specific license. The PUR is updated quarterly, and should
be referenced in conjunction with the Product List.
Product List: Updated monthly, it provides information for specific products, associated
VL programs, migration and upgrade paths, Software Assurance benefits, and other
important product details for Microsoft software and Online Services licensed through
Microsoft Volume Licensing. It is an addendum to the agreement and is part of the legal
documentation.
CERTIFICATE OF AUTHENTICITY (COA)
Consists of a sticker, affixed to the packaging or to the computer in the case of preinstalled
Microsoft software, which contains a software products key code and verifies that the
software media (e.g., a CD) is a genuine Microsoft product. Not all licenses come with a
COA (see below for more details).
PROOF OF PURCHASE
Typically consists of a paid invoice or receipt in either an electronic or physical form. It
specifies the software title and the corresponding number of licenses purchased, and
provides proof that your organization bought the licensed software from Microsoft or an
authorized reseller and that the software license was paid for.
Proof of purchase is also required for all qualifying softwarethe original base licenses
needed in order for upgrade licenses to be considered valid.
For POL purposes, organizations can ask their large account resellers for a purchase report documenting software titles
and their corresponding license quantities.

Microsoft Software Asset Management 3

Documentation Requirements by License Type


The following section summarizes which documents from the above list are required for establishing POL for different types
of Microsoft software licenses, and any special considerations those documents may entail.
VOLUME LICENSES
Software obtained through a volume licensing program typically doesnt automatically come with manuals, hard copy
licenses, or media. The licenses are typically in soft copy or recorded on an online database where you can access your
information. It is also important to note that the Microsoft Volume Licensing programs do not provide the initial full version of
Windows, but only an upgrade that requires that a full version already be licensed on the PC.
LICENSE LIFE SPAN
Software licenses offered through the different Microsoft Volume Licensing programs can have different life spans. They
can be either perpetual or non-perpetual:
Perpetual licenses are everlasting and valid if the software is being used in accordance with the license agreement
requirements.
Non-perpetual licenses, or subscription licenses, are temporary and provide the right to use a particular licensed
product until the end of the license-agreement term. They are available only through certain comprehensive Microsoft
Volume Licensing programs.
Microsoft Volume Licenses cover software purchased through a number of volume licensing programs, such as Online
Subscription, Open License, Select Plus, Enterprise Agreement, Enterprise Subscription, School Agreement, Campus
Agreement, Open Charity, and Government licensing programs. POL requirements for volume licenses include:
Volume Licensing Agreement:
Product Use Rights (PUR)
Product List
Proof of Purchase: Valid proof of purchase documentation includes the receipt or invoice for both the underlying
qualifying software (typically OEM or retail) and the Volume License purchases.
NOTE: You can access summaries of your volume license purchases on the Microsoft Volume Licensing Service Center
website. For more information, please see the Additional Resources section.
ORIGINAL EQUIPMENT MANUFACTURER (OEM) LICENSES
OEM licenses cover preinstalled software that comes bundled with hardware purchases. POL requirements for OEM
software include:
Standard License Terms
Certificate of Authenticity: The COA for operating system software is affixed to the body of the computer, unless it was
purchased with a non-peripheral component (e.g., motherboard, memory, CPU, or hard drive). In this case, the COA
should be included with the software media, and staff should affix the sticker to the body of the computer on which the
operating system is installed. For software other than the operating system, the COA should be included with the
documentation and system recovery disc that came with the hardware.


Microsoft Software Asset Management 4
Proof of Purchase: OEM software can be sold only with qualifying hardware. So in order for the OEM license to be
considered valid, the proof of purchase needs to identify both the software and the qualified hardware.
NOTE: The requirements for qualifying hardware vary based on the type of software. For example:
If the OEM license covers a desktop operating system (e.g., Windows

XP Professional, Windows Vista

, or
Windows 7), the license needs to be purchased with a non-peripheral hardware component, such as a motherboard,
memory, CPU, hard drive, and so on.
If the license covers an OEM version of Microsoft Office or Windows Server

(e.g., Windows 2000 Server, Windows

Server 2003, or Windows Server 2008 R2), only a fully configured computer system is considered qualifying
hardware. In other words, valid OEM versions of Microsoft Office or Windows Server are not available alone or with
non-peripheral hardware.
FULL PACKAGED PRODUCT LICENSES
Full packaged product (FPP) refers to software sold as boxed software in the retail channel. A full packaged product
includes the box, software media (e.g., a CD), and documentation. POL requirements for full packaged products include:
Standard License Terms
Certificate of Authenticity: For POL purposes, organizations need to retain only the panel with the COA sticker, not the
entire box.
Proof of Purchase: Because full packaged products allow for a one-time transfer of the license, the End-User License
Agreement is also required to verify that the license has not been resold, donated, or otherwise transferred to
another entity.
ELECTRONIC SOFTWARE DISTRIBUTION LICENSES
Electronic software distribution (ESD) licenses cover software that was purchased online and downloaded electronically.
POL requirements for ESD software include:
Standard License Terms
Product Use Rights (PUR)
Proof of Purchase: Typically with ESD licenses, the proof of purchase comes in an email from the company that sold
the software from its website. Many resellers of Microsoft software, as well as the Microsoft online store, also maintain a
record of the sale under the purchasers online user account history. In addition, since electronically distributed software
allows for a one-time transfer of the license, the End-User License Terms are also required to verify that the license has
not been resold, donated, or otherwise transferred to another entity.

Microsoft Software Asset Management 5
MSDN SUBSCRIPTIONS
MSDN

subscriptions are licensed on a per-user basis, meaning each user of MSDN software requires a MSDN
subscription to use the software. MSDN subscriptions are not offered as a team subscription, as such there is no sharing
of MSDN subscription benefits for multiple users (except when each user has an MSDN subscription). MSDN Licenses can
be purchased through a Volume Licensing agreement or through retail channels. POL requirements for MSDN
subscriptions include:
Volume Licensing Agreement:
Product Use Rights (PUR):
NOTE: Software obtained through an MSDN subscription may be used only for the purposes of design, development,
test, and demonstration of your programs. MSDN software may not be used in production environments, except
where noted in the PUR.
Product List
Standard License Terms: For retail customers the license terms are specified in the Retail Software License Terms
included with your product.
Proof of Purchase: Proof of purchase should include the named individual to whom the software is assigned.
NOTE: You can access summaries of your volume license purchases on the Microsoft Volume Licensing Service Center
website. For more information, please see the Additional Resources section.
SERVICE PROVIDER LICENSE AGREEMENTS
Licenses purchased through a Service Provider License Agreement (SPLA) or a SPLA Essential cover monthly usage only
and are not perpetual. Customers purchase SPLAs through an authorized service provider and pay for them at the end of
the month based on monthly usage reports provided by the SPLA service provider. POL requirements for SPLAs include:
Volume Licensing Agreement:
Services Provider Product Use Rights (SPUR): The standard license terms for SPLA is defined in the SPUR, an
electronic document available on the Microsoft Volume Licensing website.
NOTE: With SPLA v2009, Rental Rights were removed from SPLA and are now a separate license (see Rental
Rights Licenses below).
Product list
Proof of Purchase: For SPLA and SPLA Essential licensed software, the monthly usage report, which specifies the title
of the software and the corresponding number of licenses used during the previous month, serves as the proof of
purchase. For POL purposes, customers may instead use a report provided by their service provider, as long as it shows
the title of the software and the corresponding number of licenses on a monthly basis.
NOTE for SPLA Providers: Per your SPLA agreement, you need to submit either a monthly use report or zero use
report to your SPLA reseller (or to Microsoft for direct agreements) on all licenses that were authorized for your
customers to use, regardless whether you used any products or provided software services to your customers. You also
need to include the end-customer name and address if the customer generated more than US$1,000 per month in
revenue. All reporting records must be maintained for two years from your agreements end date. Additionally, for the
monthly use report or zero use report, you must also report your affiliates and software services resellers.

Microsoft Software Asset Management 6
RENTAL RIGHTS LICENSES
The Rental Rights license program became effective on January 1, 2010, and falls under the Volume Licensing program.
Rental Rights do not equate to a full product license, but rather are an add-on license that modifies the right to use
qualifying software on a particular device. The licenses Product Use Rights (PUR) or Product List identifies which products
are considered qualifying software.
Besides adding rights, Rental Rights licenses may also add restrictions. Heres an example of an additional restriction:
A Rental Rights license is permanently assigned to a specific device and cannot be reassigned to another device.
When the device reaches its operational end-of-life (dies), so does the license. POL requirements for Rental Rights
licenses include:
Volume Licensing Agreement:
Product Use Rights (PUR)
Product List
Proof of Purchase
NOTE: You can access summaries of your volume license purchases on the Microsoft Volume License Service Center
website. For more information, please see the Additional Resources section.
OTHER LICENSE TYPES
Upgrade Licenses: Upgrade licenses are available for Microsoft operating systems and for some, not all, Microsoft
Office products. Because an upgrade license is based on an underlying, full software license (e.g., the original software
version), it requires POL documentation for both the upgrade license and underlying software license. That means that in
order for an upgrade to be considered valid, documentation for the original version license is required. Additionally,
upgrade licenses are offered only as retail FPP and through Volume Licensing. They are not available through OEMs.
Software Assurance Licenses: Software Assurance (SA) licenses provide the use rights for the most current version
released during the term of the SA. At the end of that term, the customer is granted the most current license for the
product covered by SA. On the Microsoft Volume Licensing Service Center website the upgraded license will appear as
a new license, with no reference that it has been acquired through SA. Therefore, in order to be considered valid, POL
requires documentation for both the SA license and the license for the underlying software.
NOTE: There are strict time limits for purchasing SA for various software licenses. With OEM licenses, customers have
90 days from the date of purchase to enroll these licenses in SA through a volume licensing agreement. They can do
so through a local reseller. Existing VL customers also have 90 days to renew SA coverage from the date existing
coverage expires.
Upgrade Advantage Licenses: Upgrade Advantage licenses are full licenses for the latest version of the software
available at the time Upgrade Advantage expired. (NOTE: Microsoft ended Upgrade Advantage on July 31, 2002.) For
many organizations, it is possible that a valid OEM, full packaged product, or volume license was enrolled in the Upgrade
Advantage program during the term of the license agreement. Since Upgrade Advantage was based on one of these
underlying licenses, POL requires documentation for both Upgrade Advantage and the underlying license.
Transferred Licenses: POL requirements vary depending on the type of program used to acquire the first license and
the date the license was transferred. To understand POL requirements, organizations should review the transfer clauses
in their Volume Licensing Agreement. In addition, they can contact their Microsoft account representative or a Microsoft
licensing specialist. Licensing specialists are available by calling (800) 426-9400, Monday through Friday, 6:00 A.M.
5:30 P.M. Pacific Time.

Microsoft Software Asset Management 7

SAM Brief Series


This brief is one in a series of in-depth guides to help you understand Microsofts product licensing and to provide guidance
to simplify meeting the requirements of your licensing agreements. The information in these briefs helps ensure that your
organization uses Microsoft software in accordance with the terms of its agreements, which in turn helps you meet your
compliance goals while reducing your exposure to potential liabilities.
Refer to the SAM Briefs page to download the other briefs in the series:
Software Versions and Editions
Windows Multilingual User Interface


Additional Resources


Information on software you have licensed from Microsoft, including the number of licenses, is available through the
Microsoft System Center and the Microsoft Asset Inventory Service. These and other resources, including checklists, how-
to guidance, and other useful tools to help you organize POL-related tasks can be found at the Microsoft Software Asset
Management (SAM) website: www.microsoft.com/sam.
For more information, please contact your Microsoft account representative or visit one of the following websites:
Microsoft Volume Licensing: www.microsoft.com/licensing/
Microsoft Volume Licensing Service Center: www.microsoft.com/licensing/servicecenter/
Microsoft Product Licensing Search: www.microsoftvolumelicensing.com/default.aspx
Microsoft Product Use Rights and Product Lists: www.microsoft.com/licensing/about-licensing/product-licensing.aspx
Microsoft Volume Licensing Briefs: www.microsoft.com/licensing/about-licensing/volume-licensing-briefs.aspx
OEM and Full Packaged Product Software License Terms: www.microsoft.com/about/legal/useterms/
OEM Downgrade Rights Details & FAQ: oem.microsoft.com/script/ContentPage.aspx?pageid=552856
Microsoft Genuine Software Initiative: www.microsoft.com/genuine/
How to Tell If Your Microsoft Software Is Genuine: www.microsoft.com/howtotell/
Microsoft Assessment & Planning Toolkit: www.microsoft.com/sam/en/us/map.aspx


Microsoft Software Asset Management 8

Frequently Asked Questions


What is Proof of License?
Proof of License (POL) is the
documentation used to identify the
software that your organization is
licensed to use. POL documentation
requirements for each software title,
edition, and version can vary,
depending on how you acquired
the license.
What if I cant find the POL
documentation?
Without the required POL
documentation, you wont be able to
prove ownership and the license will
be considered invalid.
NOTE: In certain circumstances, the
original software media (e.g., a CD)
and manuals may be considered
valid evidence of licensing.
What are Standard License
Terms?
Standard License Terms (SLT) are
documentseither electronic or
physicalthat, together with the
different Microsoft licensing
agreements, help organizations
understand the rights they have
under that software license.
What is the Product Use Rights
(PUR) document?
The PUR is a document provided by
Microsoft that details use rights for
specific products, as well as rights
that apply to all software licensed
through Microsoft Volume Licensing.
The PUR outlines the licensing
models used for similar products in
Volume Licensing, and the use
rights associated with each
licensing model.
What is a Certificate of
Authenticity?
A Certificate of Authenticity (COA) is
a sticker that contains a software
products key code and verifies that
the software media (e.g., a CD) is a
genuine Microsoft product. Although
the COA is not a software license,
without it you have no legal license
to run Microsoft OEM or full package
product software. A COA is never
legally available for purchase by
itself. It is available only attached to
the software it authenticates. Never
purchase or use a COA that is
acquired separately.
Where can I find the COA?
For desktop OEM software, the
COA for the operating system
should be affixed to the body of
the computer. For other OEM
software, such as client
applications, the COA should be
included with the documentation
and system recovery disc that
came with the computer.
For full packaged product
software, the COA should be on
the side or top of the retail box.
For volume licensing and
Electronic Software Distribution
software, there is no COA.
What is a proof of purchase?
A proof of purchase is an electronic
or a physical document that proves
you purchased the licensed software
from Microsoft or an authorized
reseller and that you paid for it.
Usually, the proof of purchase is a
paid invoice or receipt, but it can also
be a purchase report from your large
account reseller showing the title of
the software and the number of
licenses you purchased.
What is the Microsoft License
Statement?
The Microsoft License Statement
(MLS) shows your Volume License
entitlements for each Microsoft
product, version, and edition across
all active and inactive licensing IDs
for your organization.
The MLS is based on a set of real-
time calculations that:
Apply all upgrade and
maintenance-type licenses to full
licenses acquired through each
volume licensing program,
including Enterprise, Select,
Select Plus, Open Value, and
Open License programs.
Use licensing rules and product
release dates to produce the
most accurate license summary
for your organization.
How can I get my Microsoft
License Statement?
To obtain the MLS you will need to
ask your Microsoft account
representative for your latest MLS.
You can also view your license
statement from the Microsoft Volume
Licensing Service Center website
(www.microsoft.com/licensing/servic
ecenter/).
Does the MLS include OEM or
full packaged product license
information?
No, the MLS includes licenses
acquired by your organization only
through volume licensing programs.
Do you update the MLS to
reflect licenses that my
organization has divested or
transferred out?
No, the MLS reflects all licenses
purchased only through a volume
licensing program. To determine the
true number of licenses, youll have
to subtract divested and transferred
licenses from the MLS totals.
Does the MLS reflect licenses
that have been transferred in?

Microsoft Software Asset Management 9
No, the MLS currently does not
reflect licenses that are transferred
in; the MLS shows all licenses
purchased through a volume
licensing program. It is important
to note that when licenses are
transferred into a company, both
organizations transferring the
licenses need to keep a record of
the transfer that includes the
original customer agreement and
details to provide proof of the
license transfer. To determine the
true number of licenses, youll
have to add the transferred
licenses to the MLS totals.

2011 Microsoft Corporation. All rights reserved.
Disclaimer: This brief should be used and read in conjunction with the terms and conditions under which Microsoft products are licensed. If you acquire licenses under a Microsoft Volume Licensing Program (e.g.,
Enterprise Agreement or Select Plus), you should refer to the Product Use Rights for the products and the program agreement under which the licenses are acquired. The type and number of licenses required may
vary based on how and where you deploy the software.
This document is for informational purposes only. MICROSOFT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN THIS DOCUMENT. This information is provided to help guide your authorized use of
products you license; it is not your agreement. Your use of products licensed under your volume license agreement is governed by the terms and conditions of that agreement. In the case of any conflict between
this information and your agreement, the terms and conditions of your agreement control. Prices for licenses acquired through Microsoft resellers are determined by the reseller.