Faced with a finding, a buyer has two broad ways to close it. Pay the true up, which prices the shortfall at list and adds maintenance on top, or convert the corrected position forward into an OpenPass agreement. The choice should not be made on instinct or on the vendor's framing. It should be modelled, side by side, so the cheaper and safer path is visible before anyone signs.
The vendor presents the true up as the natural close to an audit, because the true up is the resolution the compliance team runs by default. It is calculated from the deemed acquisition logic: the missing licenses are treated as acquired at then current list price, back maintenance is added, first year maintenance on the new licenses is added, and audit cost recovery is layered on top. That number is real, but it is only one of the two options, and it is almost always the more expensive one. Modelling the alternative is how a buyer keeps the comparison honest.
What the true up scenario actually costs
Begin by laying out the true up in full, including the parts the headline tends to hide. The license component is the shortfall priced at list, with no discount. The back maintenance component covers support across the overuse period. The forward maintenance component is the first year of support on the newly deemed licenses. The recovery component is the cost OpenText incurs performing the audit. Summed, these produce a number that is larger than the visible license figure, and it buys nothing but closure of the past. The metrics that produced the finding remain undefined, and the agreement that triggered it is unchanged.
A true up also leaves the structural risk in place. The same population that inflated this finding can inflate the next one, because nothing in a flat payment corrects it at the contract level. That is the hidden cost of the true up path: not just the cheque, but the unchanged exposure. The comparison of total cost across both paths is developed in how much can OpenPass save versus a list price true up and in reducing total cost with an OpenPass conversion.
What the OpenPass scenario looks like
The OpenPass scenario starts from the same corrected position but resolves it differently. OpenPass is OpenText's enterprise licensing framework, a single contract with a defined term and dual entitlements that support migration. Instead of a list price penalty, the corrected counts become a negotiated baseline. The price is set by negotiation rather than by the deemed acquisition clause, the metrics are defined in the contract, and audit protections are written in. The forward agreement also carries growth headroom, so normal expansion does not produce the next finding. The OpenPass number is therefore not just a settlement of the past but a purchase of a defensible future.
Modelling this scenario requires the same corrected baseline as the true up, which is why the reduction work comes first in either case. Converting an inflated number forward is as wasteful as paying it. The order of operations is set out in how OpenPass converts a post audit finding forward, and the way to assemble the baseline both scenarios share is in building an OpenPass target baseline before negotiation.
Model both paths from the same corrected baseline. The true up buys silence until the next audit. The OpenPass conversion buys defined metrics, a held price, and room to grow. Compare the totals, not the headlines.
Building the side by side comparison
A useful model puts both paths on a common footing across a multi year horizon, because a true up is a single year event while an OpenPass agreement runs across a defined term. For the true up, total the license, back maintenance, forward maintenance, and recovery components, then add the realistic cost of the next audit the unchanged exposure invites. For the OpenPass path, total the negotiated baseline, the maintenance under the agreement, and any ramp, then subtract the value of the protections secured: the avoided list price exposure, the price hold, and the growth headroom. The comparison is rarely close once the next audit is priced into the true up side.
The inputs that swing the model most are the size of the reduction achieved before either path is priced and the strength of the protections won in the OpenPass draft. Both depend on preparation, not on vendor goodwill. The protection clauses that change the OpenPass total are detailed in audit protections to negotiate into an OpenPass agreement, and the renewal exposure to model across the term is in OpenPass defined term and renewal exposure.
A worked illustration from a real reduction
Consider the shape of an actual engagement rather than an invented one. In a recent insurance matter, a Documentum seat count finding opened at $7.2M under the true up logic, priced at list across an inflated population. After the population was corrected, the settled figure was $1.6M, a 78 percent reduction, and that corrected number became the baseline for a forward agreement rather than the basis of a flat penalty. Modelled side by side, the true up path would have paid the full corrected list figure with maintenance and recovery and left the structure unchanged, while the OpenPass path paid a negotiated baseline and added defined metrics and protections. The model made the choice obvious.
The discipline that makes the model trustworthy is using only defensible inputs. Inflated counts make both paths look expensive and obscure the comparison. A corrected baseline makes the difference between the paths clear. If you want the two scenarios modelled against your own corrected position rather than the vendor's opening number, open a case and we will build the comparison before you commit to either path.
Letting the model decide, not the pressure
The value of modelling is that it replaces pressure with arithmetic. An audit creates urgency, and urgency favours the default resolution, which is the true up. A side by side model interrupts that reflex. It shows the true up total in full, prices in the exposure it leaves behind, and sets it against an OpenPass conversion that costs less over the term and carries protections the true up never does. With the model in hand, the decision is no longer about who applies more pressure. It is about which number is smaller and which future is safer. That is the work of our OpenPass enterprise agreement negotiation track, framed within the complete OpenText audit defense playbook.
If you have received an OpenText or Micro Focus audit notice, the first seven days shape every week that follows. OpenText Audit Defense is an independent, buyer side practice founded in 2020 by former vendor compliance leadership. We have defended more than 200 audits, cut the average finding by 68 percent, and mitigated more than $90M in claims against vendor positions. We do not resell OpenText software and we are not affiliated with OpenText Corporation. To open a case, use the contact form on this site.