Our Principles


Principles of Fair Software Licensing

The Coalition for Fair Software Licensing Principles are the result of collaboration between customers and enterprises from a range of sectors. Groups representing CIOs and IT decision-makers across multiple industries, as well as vendors, have drafted and approved these principles. We urge all parties, business customers or vendors, to adopt, support, and use the Principles as the foundation of their contracts and negotiations as we engage in an international effort to educate the industry and policymakers on their importance. The Principles of Fair Software Licensing provide the foundation needed to spur innovation, choice, and growth in the digital economy.

Click each Principle to learn more about its importance to fair software licensing.

Licensing terms should always be clearly written, allow customers to readily determine their licensing costs, and permit customers to determine their obligations easily. Software vendors should not charge or otherwise penalize customers for failing to comply with any ambiguous, misleading, or confusing license terms. Instead, such licensing terms should be construed against the licensor and not used to extract additional licensing fees from customers.

Customers that seek to migrate their software from on-premises to the cloud should not be required to purchase separate, duplicative licenses for the same software. They should be free from licensing restrictions and increased costs that discriminate against their ability to run their licensed software in the cloud, and on the cloud providers of their choosing.

Licenses that permit customers to run software on their own hardware (typically referred to as “on-premises” software) should also permit them to use that software on the cloud of the customer’s choice without additional restrictions.

Software vendors should not restrict their customers from running workloads on secure cloud resources. Restrictive licensing terms that require cloud customers to use a vendor’s software only on hardware dedicated solely to that customer deprive customers of efficiency and drive unnecessary costs that discourage cloud adoption.

Software vendors should not penalize or retaliate against customers who choose to use those vendors’ software on other providers’ cloud offerings, such as by undertaking increased or intrusive software audits, or imposing higher software licensing fees.

Directory software that enables enterprises to create, identify, manage, and authenticate users, and permits authorized users to access a wide variety of applications, systems and other resources is fundamental to how those enterprises run an IT environment. Software vendors who provide directory software have a heightened responsibility to ensure those directories support open standards for syncing and authenticating user identities in a non-discriminatory way with other identity services and do not impede customers from switching from one provider to another by locking them into their directory solution.

Software vendors should not charge different prices for the same software based solely on who owns the hardware on which it is installed. Prices for software should not discriminate between software installed in a customer’s own data center, a data center managed by a third party, on computers leased from a third party, or in the cloud unless costs differ depending on where it is installed.

Software vendors should not make material changes to license terms that restrict customers from previously permitted uses, especially when customers may have become reliant on those uses, unless required by law or due to security concerns.

Software vendors should not mislead customers by selling licenses that customers reasonably expect should cover their intended software use but in fact require purchasing additional licenses, especially if those additional uses are ones recommended by the software vendor.

As a healthcare software provider, our ability to utilize the cloud provider of our choice impacts more than just our business – it affects the health and well-being of patients everywhere. Restrictive software licensing imposes real-world threats like pricing increases that directly influence how we are able to assist healthcare providers and the patients they serve. We support the Principles of Fair Software Licensing to protect both cloud customers and the communities they serve.

Healthcare Technology Company

Cloud computing has brought low-cost, on-demand IT services to every corner of the economy, raising productivity and innovation levels at enterprises of all sizes. And intense competition and innovation among cloud providers continues to drive costs down while adding new customer capabilities.

But some incumbent IT vendors are imposing restrictive software licenses to limit how customers can take advantage of competing cloud offerings.

NetChoice supports the Principles of Fair Software Licensing as a roadmap to drive innovation, serve customers, and promote competition in IT services.


Frustration, use limitations, threatened audits, and significant additional expenses. That has been our experience with unfair software licensing. Organizations need transparency from their software providers.

We support the work of the Coalition for Fair Software Licensing to protect customers and ensure IT spend is effective and free from surprises.

Global Building Materials Supplier

Unfair software licensing practices in the cloud are a global issue, and CISPE is pleased that the Coalition for Fair Software Licensing is taking the Principles to North America.

Originally launched and jointly conceived by customers and cloud providers in Europe, we encourage customers around the world confronted with unfair software licensing practices to consider the Principles as a powerful framework for positive change.


As start-ups, it is essential that we retain flexibility to use the cloud infrastructures that fit best our aspirations and those of our customers. The Principles of Fair Software Licensing help the next generation of software and service providers to avoid lock in and ensure a fair playing field for all. Seeing their adoption in North America adds weight to this important movement for innovators in Spain and worldwide.

Carlos Mateo Enseñat

President, Asociación Española de Startups (AES), and Promoter of the NUBES Initiative in Spain

Developed in Europe by CIOs and cloud providers, the Principles of Fair Software Licensing are supported by digital organizations in Italy such as Assintel. Assintel welcomes the Coalition for Fair Software Licensing’s embrace of the Principles in North America. Fair licensing of software in the cloud is a global issue for businesses of all sizes. In Italy, our government recognises this challenge and just updated its antitrust bill to put an end to unfair software licensing practices.

Businesses in North America can benefit just as well as those in Italy from a best practice framework for software licensing.

Paola Generali

President, Assintel

As a longtime advocate for open systems and open networks, CCIA supports the competitive ideals reflected in the Principles of Fair Software Licensing for Cloud Customers as the Coalition embarks upon its efforts in North America.

Matt Schruers

President, CCIA

Some legacy software providers are attempting to extend their current on-premise market dominance into the cloud market through aggressive and restrictive contracts, licensing terms, and software audits.

While many promote ‘cloud freedom,’ in actuality they are employing tactics designed to lock out competition and innovation while increasing profits for themselves at the expense of their customers. No longer can legacy software providers be allowed to disguise their predatory practices.

I am proud to align myself with the Coalition for Fair Software Licensing in shining a light on these issues and putting forth actionable solutions.

Craig Guarente

Founder and CEO, Palisade Compliance

Despite the current spotlight on antitrust issues in Washington, behemoth software providers continue to misuse their legacy status and market power to target business customers with predatory audits and trap those customers in restrictive licensing agreements.

Through our practice — dedicated to representing software licensees against these very tactics — we have seen first-hand the real world effects of such licensing practices. Both growing and established companies are routinely kneecapped by unexpected costs, forced to waste immeasurable resources in spurious audit defense, and stymied in their efforts to make the technology changes they believe are necessary for their business.

We support the Principles of Fair Software Licensing and believe they represent an excellent and necessary step towards much needed business consumer relief and will help open the market to smaller providers in the cloud ecosystem.

Arthur S. Beeman & Joel T. Muchmore

Founding Partners, Beeman & Muchmore, LLP

Consumers benefit from a competitive, dynamic information technology marketplace. Competition drives innovation and ensures that customers get the benefit of fair pricing.

Overly restrictive, abusive licensing agreements from IT companies with market power, on the other hand, impose costs on government and corporate customers of reduced innovation and long-term price increases. We support the Principles of Fair Software Licensing and policies that encourage innovation, competition, and licensing practices that give customers the freedom to mix and match solutions from a wide variety of vendors.

This is particularly critical in the market for cyber security solutions since hackers are innovating every day, leveraging new strategies, new tactics, and new technologies to support their illegal campaigns. The only way to defeat nation states and trans-national criminal organizations is for the government to ensure that the IT market for cyber security is as competitive as possible and customers have the freedom to choose.

Cybersecurity Provider

The Alliance for Digital Innovation supports the Coalition for Fair Software Licensing’s efforts to protect customer choice and advocate for access to modern, secure commercial solutions.

As advocates for public sector customers, we think that government mission owners and enterprise information technology and cybersecurity leaders should have access to as many modern commercial solutions as possible.

These solutions are critical components to driving digital innovation and security in the public sector, and ADI supports removing barriers that slow adoption of those solutions, including restrictive licensing practices.

Alliance for Digital Innovation

As an attorney, I have represented enterprise software customers for years and have routinely seen enterprise software companies deploy predatory business practices, including falsely inflating alleged non-compliance gaps, to increase profits and limit customers’ ability to go elsewhere.

These practices produce causal effects throughout the economy including increased prices, as businesses across various sectors are forced to spend resources dealing with these unforeseen issues. I support the work of the Coalition for Fair Software Licensing to help my clients and enhance an economy that provides opportunities to all.

Pam Fulmer

Founder and Partner, Tactical Law Group LLP

We believe licensees should be able to deploy licensed software in a way that best suits their business, including their choice of cloud provider at no additional cost. Having experienced licensing practices inconsistent with the Principles of Fair Software Licensing, we support the Principles and urge others to support both them and the Coalition for Fair Software Licensing.

Insurance Industry Business

Startups, often operating with limited resources, need the freedom to assemble the technology infrastructure that best suits their needs.

Cloud computing infrastructure is central to startup growth, and the Principles of Fair Software Licensing will help maintain accountability, mitigate unnecessary costs, and promote innovation in this environment.

Industry-wide adherence to these principles will level the playing field for startups.


Get Involved

Learn more about joining the Coalition or expressing support for its Principles