More and more frequently we hear about clients who have received a notice from their software vendor indicating that they would like to offer them a free Software Asset Management (SAM) engagement to assist them with software license management processes.  The result is usually confusion as to what this offer really is.  Clients are not sure if they can decline this offer, if it is really a friendly engagement or a full blown audit.  This confusion then leads to client making innocent mistakes, which can escalate the process.

A SAM engagement is commonly positioned as a cooperative opportunity for knowledge transfer and to help a client learn and implement software asset management processes.   It frequently comes across as a friendly offer in which sometimes a seemingly generous offer of funding for a SAM partner is provided and it is stressed that this is not an audit. 

The number one question we get in this situation is, “can I decline this offer?”  The short answer is no.  Once it has been determined that you have been selected for a SAM engagement you must proceed.   You may have some input on the selection of the SAM partner (if one is involved).

The next burning question typically is what is the difference between a SAM engagement and a full-blown audit?   This is not quite as black and white but, the short answer is that the difference lies in how a potential licensing gap is dealt with in terms of remediation.   In a SAM engagement, the client is able to deal with any gaps by making purchases under their existing volume licensing agreements.   In an official audit, the vendor often has the right to push that any licensing gaps be addressed at list pricing plus around a 15% uplift.   This idea behind this seemingly punitive uplift is usually explained as paying for the business value that the client derived from the installed unlicensed software over the time since it was installed.  If the audit process bogs down due to a lack of client cooperation, the vendor can escalate and resort to legal action.

It is very important to understand that once a SAM engagement begins the data gathering and analysis process is exactly the same as in a formal audit.  Scripts will be run, Active Directory will be scanned, various tools may be used and a licensing position will be arrived at.  Once this is done it becomes the client’s responsibility to identify any errors and explain to the vendor engagement manager why it’s an error.

The best free tip I can give you in the event you receive a letter or a call from a vendor offering a SAM engagement is a simple one: 

Communicate!  Don’t go radio silent for extended periods of time!

This may seem obvious but in our experience most clients are confused about what to do when they receive a SAM notice from a vendor.  This confusion leads to lots of internal meetings and deep thoughts about what to do.  In some cases the client is unaware if they even need to respond.   On the other hand, the vendor engagement managers are trained that if a client goes silent it’s a bad sign.  Once they get a bad feeling about a client’s intentions they can make the engagement less friendly and offer less room to negotiate.   Make sure you reply to their inquiries in a timely fashion.   If you don’t have easy access to the answers they are seeking you should at least reply, acknowledge the receipt and set realistic time frame expectations. 

The best way to prepare for a SAM engagement is to not face them alone with a lack of understanding of your rights.   MetrixData360 specializes is helping our clients though these processes while freeing up your resources for more critical tasks. 

Call MetrixData360 at 905-854-0222 or email us at for a free consultation today!  

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MetrixData 360MetrixData360 translates software licensing agreements into clear understandings and drives significant cost savings in audits and negotiations.