Building an effective license position before the vendor script runs.

The party that defines the baseline defines the finding. In an OpenText or Micro Focus audit, that baseline is the effective license position: the reconciliation of what you are entitled to use against what you actually use. Build it yourself, before the vendor's measurement script runs, and you negotiate from your own number. Let the script run first, and you spend the audit arguing down theirs.

An effective license position, often shortened to ELP, is the analytical heart of any serious defense. It is the document that says, for each product, here is what our agreements and Additional License Authorizations grant, here is what is genuinely deployed and used, and here is the difference. When that reconciliation is built independently and early, it becomes the reference point against which every vendor assertion is tested. When it is absent, the vendor's measurement fills the vacuum and the audit proceeds on its terms.

Why the script is a trap

The vendor's self assessment script is presented as a neutral measurement, a way to establish the facts quickly and cooperatively. It is nothing of the kind. The script counts what the vendor has chosen to count, using metric interpretations the vendor prefers, across whatever scope the vendor defines, and it does so before you have formed an independent view of your own position. Its output is not a fact; it is a claim, and because compliance is the licensee's burden, that claim becomes the default you must then disprove.

The deeper danger is anchoring. Once a large number exists, every subsequent discussion is framed as a reduction from it, and reductions feel like concessions the vendor is granting rather than corrections you are owed. The remedy that makes that anchored number expensive is the deemed acquisition at list price, explained in the deemed acquisition at list price clause explained, and why the burden falls on you to displace it is set out in why compliance is the sole responsibility of the licensee.

What an effective license position contains

A defensible ELP has two halves that must be built with equal care. The entitlement half is the sum of what you are licensed to use, drawn from the original agreements, every order form, and the Additional License Authorizations that actually govern the products. This is harder than it sounds: entitlements accumulate across years, acquisitions, and renewals, and the governing terms for a given product may sit in a document no one has read since signing. Getting this half right is the same discipline as our Micro Focus ALA and entitlement review.

The consumption half is what is genuinely deployed and used, measured against the defined metric for each product, with the populations that do not belong in the count identified and set aside. That means distinguishing active users from dormant and service accounts, production from non production and disaster recovery environments, live systems from decommissioned ones, and human access from indirect or machine access. The difference between entitlement and true consumption is your real exposure, and it is almost always far smaller than the script's number.

Build it before you produce anything

Sequencing is everything. The ELP should be under construction during the notice window and the early weeks, before any script runs and before broad exports leave the building. That requires containing the channel so the vendor is not collecting data in parallel, a discipline covered in choosing a single controlled channel during an audit, and resisting the requests that exceed the contract, addressed in what OpenText can and cannot demand during an audit. The first moves that protect the ability to build the position cleanly are part of what to do in the first 48 hours after an audit notice.

Building first does not mean refusing to engage. It means engaging on a schedule that lets the analysis lead. You acknowledge the audit, you commit to producing what the contract requires, and you do the reconstruction in the time that the notice window and a reasonable schedule allow, so that when data does flow to the vendor it flows alongside your own substantiated position rather than ahead of it.

The position is your evidence base

A reconstructed ELP is not just a number; it is a body of evidence. The usage logs that show which accounts were active, the configuration records that separate production from test, the decommissioning records that retire systems from the count, and the authorizations that fix your entitlement are the proof that meets the licensee's burden. Each of these turns an assertion into a demonstrable fact, and demonstrable facts are what the vendor cannot simply count past. The way that evidence is assembled into a line by line rebuttal of the finding is the work of the rebuttal phase across every track.

In a recent insurance engagement, the entire reduction of a Documentum seat finding from $7.2M to $1.6M settled, a 78 percent reduction, rested on an independently built position that showed how many of the counted named seats were dormant or service accounts that never consumed content. The vendor's script had counted them all; the reconstructed position proved which ones belonged in the metric and which did not. That work is the substance of our ECM and Documentum audit defense track.

From position to settlement

The effective license position carries through the whole audit. It is the baseline you defend in the rebuttal, the evidence you negotiate from in the resolution, and the foundation for converting forward into a clean enterprise agreement on defined terms rather than the vendor's list price remedy. A defense that enters the negotiation with a substantiated position negotiates from strength; one that enters with only objections to the vendor's number negotiates from weakness. How that position drives the closing discussion is set out in true up negotiation tactics under audit pressure.

Define the number, or have it defined for you

Every audit comes down to whose number frames the discussion. Building an effective license position before the vendor's script runs is how a buyer ensures that number is theirs: substantiated, evidenced, and built on the contract rather than on the vendor's preferred interpretation. It is the single highest leverage move in the entire method, and it is only available to those who start early. For the full method across every OpenText and Micro Focus product line, see the complete OpenText audit defense playbook. If a notice has arrived and the vendor is pressing you to run its script, open a case and let an experienced team build your position first.