Licensing Old Microsoft Products

Businesses seeking to license older versions of Microsoft products may encounter challenges acquiring valid licenses.  This is a particular concern for some companies that utilize Microsoft products as the basis for their IT infrastructure and that want to avoid a costly migration to new software versions.

Microsoft offers a number of options under its Volume Licensing program that many businesses use to meet this kind of need. Microsoft’s “Open” licensing model in particular is a popular choice for small to medium sized businesses with 5 or more computers. Licenses acquired under the Open licensing program typically include “downgrade rights,” which allow the license holder to run earlier versions of the software in place of the current version. This program generally requires a commitment to a two-year purchasing agreement, payable as the products are acquired at a discounted rate, and it includes a relatively low minimum purchase requirement of 5 licenses. A detailed list of programs eligible for different Volume Licensing programs is available here.

However, it is important to note that not all software eligible for Volume Licensing carries the same kinds of downgrade rights. Unlike licensed purchased in a retail setting, which typically include an end-user license agreement packaged with or embedded in the software, the license terms under Microsoft’s Volume Licensing programmed are controlled by a periodically updated document called the Product Use Rights (PUR), the current version of which is available here. It also is important to keep in mind that many Microsoft products, such as Microsoft Office suites, may be downgraded only to the same edition of Office.  For example, Microsoft Office Professional Plus 2010 may be downgraded to Microsoft Office Professional 2007, but it may not be downgraded to Microsoft Office Standard 2007.

Businesses running older versions of Microsoft products without a sufficient number or kind of documented licenses need either (1) to uninstall those products and to replace them with current versions, or else (2) to seek to license those existing installations via downgrade rights acquired through Volume Licensing. Microsoft routinely pursues legal action – both on its own and through groups like the Business Software Alliance (BSA) – based on claims that businesses are using unlicensed software.  It is important for companies to comply with all terms of applicable software licensing agreements in order to avoid or reduce exposure arising from potential copyright-infringement  claims. Experienced legal counsel can help to navigate these issues.