Broadcom Audit Resolution Agreement Template
The structure of the final document that closes a Broadcom audit — what clauses to expect, what protections to insist on, what to negotiate out, and the language that quietly extends the vendor's leverage past settlement if left unchallenged.
The resolution agreement is the document that draws a line under an audit. The negotiation that produces it is the one most customers focus on; the document itself is often signed faster than it deserves. That is a mistake. A well-structured resolution agreement closes the audit cleanly, defines what the customer has bought, and limits the vendor's ability to come back. A poorly-structured one closes nothing, leaves ambiguity that becomes the basis of the next audit, and quietly grants forward concessions that should have been priced into the settlement.
This article walks through the structure of a typical Broadcom audit resolution agreement, identifies the clauses that matter most, calls out the language patterns that should be challenged, and lists the protective clauses customers should insist on. It is not legal advice — customers signing material settlement documents should engage qualified counsel — but it is the practical framework against which legal review should run.
What the resolution agreement is
The resolution agreement is the contractual instrument that records the conclusion of the audit, the consideration the customer is paying, the licences and entitlements being granted in return, and the mutual releases between the parties. It is typically structured as a settlement and licence agreement together, sometimes accompanied by a contract amendment to the underlying ELA or other master agreement.
Its core jobs are:
- Specify what the customer is paying and for what.
- Specify the entitlements the customer receives.
- Release the vendor's claims for the audited period.
- Close the audit motion procedurally.
- Set the forward terms under which the customer is licensed.
Different vendors structure the document differently, but these are the consistent elements. Customers should know which element each clause in the agreement is doing.
The opening recitals
Recitals are the narrative section at the start of the document — "Whereas the parties entered into an agreement..." Most lawyers treat recitals as background, but in audit resolution agreements they can carry substantive weight by recording shared facts that the customer may not want recorded.
Recitals that state the customer "was not in compliance" or "exceeded licensed quantities" can be cited later in unrelated disputes as the customer's admission of non-compliance. The recital should describe the audit motion neutrally — "an audit was conducted" — without recording substantive findings as undisputed facts. Push back on language that frames findings as admissions.
Definition of the audited period and products
The agreement must define the temporal scope of the audit being resolved and the products in scope. This is the foundation for the release language that follows.
The audited period should be defined by start and end dates, not by reference to "the audit" generally. The products should be enumerated explicitly. Vague scope creates ambiguity about whether subsequent vendor claims fall inside or outside the release.
Settlement consideration
The clause specifying what the customer is paying — the headline number, the structure (lump sum, instalments, mixed cash and forward purchase), and the timing.
Vendors frequently structure resolutions as a smaller cash settlement plus a forward purchase commitment that exceeds the customer's actual forward demand. The forward purchase economics need to be evaluated separately from the settlement economics; the headline number can look attractive while the forward commitment is the real cost. Insist that forward purchase terms be at the customer's separately-evaluated commercial price, not pegged to the settlement structure.
Entitlement grant
The clause specifying what the customer gets in return for the consideration — typically a defined set of additional licences, or a confirmation of the entitlement quantity going forward.
The entitlement granted by the resolution agreement should be recorded with the same precision as a standard licence purchase — product, edition, metric, quantity, effective dates. Customers occasionally accept entitlement language that references the audit findings without setting out the entitlement in clean licensing terms. The audit findings document will not be on hand five years later when the next audit asks what the customer is licensed for. The licensing terms must be self-contained.
Release language
The mutual or unilateral release of claims is the central protective clause for the customer. It is also one of the most negotiated.
The release should cover all claims, known and unknown, relating to the audited products during the audited period. Customers should resist language that limits the release to findings actually surfaced in the audit; if a later finding emerges relating to the same period and products, it should be covered by the release.
Vendor counsel sometimes draft carve-outs that exclude "wilful misconduct", "fraud", or "intentional non-compliance" from the release. Such carve-outs can be reasonable in principle but are sometimes drafted broadly enough that the carve-out swallows the release. Push back on carve-out language; if any carve-out is accepted, ensure the standards are precise and high.
No-admission language
A clause stating that the resolution is not an admission of liability or non-compliance by either party.
The agreement should state expressly that nothing in the resolution is an admission of liability, wrongdoing, or non-compliance. This protects against third-party use of the settlement in unrelated litigation or regulatory proceedings.
Confidentiality
Most vendors require confidentiality of the settlement terms. This is usually acceptable to customers, but the language and exceptions matter.
The confidentiality clause should permit disclosure to legal, financial, tax and audit advisors, to the customer's affiliates, in response to legal process, and to the extent required by law or regulation. Without these exceptions, the customer can find itself in conflict between the confidentiality obligation and other legal duties.
Forward licensing terms
The clauses that govern the customer's licensing going forward — often the most material part of the document beyond the headline number.
Vendors frequently take the opportunity to bake the audit methodology into the forward terms — for example, by requiring that the customer apply a specific counting methodology in future, or by accepting the vendor's interpretation of an ambiguous metric. This can foreclose future challenge on points the customer never explicitly conceded. Push back on methodology lock-in language; the resolution should close the past dispute without conceding methodology positions for the future.
Some resolution agreements include expanded audit rights for the vendor going forward — more frequent audits, expanded data access, or shorter notice periods. These should be carefully evaluated; the past audit has not earned the vendor expanded forward rights, and the customer should resist.
The resolution agreement should not derogate from the protections in the underlying master agreement — disclosure limits, indemnities, governing law, dispute resolution. Where the resolution conflicts with the master agreement, it should be drafted as an amendment with explicit identification of the changes.
True-up and reporting obligations
Vendors sometimes use the resolution to impose ongoing reporting or true-up obligations that did not exist under the original contract.
Periodic reporting of usage data to the vendor, mandatory true-up cycles, or required participation in vendor "compliance reviews" can all expand the vendor's reach going forward without commercial consideration in the other direction. If any of these are accepted, they should be commercially priced.
Audit cost allocation
A small but occasionally meaningful clause: who pays the costs of the audit itself.
The default position should be that each party bears its own costs of the audit. Vendor-favourable drafts occasionally include cost-shifting language requiring the customer to pay the vendor's audit costs as part of the settlement. This is negotiable; push back firmly.
Governing law and dispute resolution
The clauses governing how any future dispute about the resolution itself is handled.
The governing law, jurisdiction, and dispute resolution mechanism should be consistent with the underlying master agreement. Inconsistencies create procedural complexity and can be exploited by the vendor in any future dispute.
Counterparty signatures and effective date
The mechanical clauses are easy to overlook but matter when issues later arise.
The vendor signatory should be at a level authorised to bind the vendor entity. The customer signatory should be at a level authorised to commit the customer to the settlement consideration. Mismatches here can produce later disputes about enforceability.
The settlement is not closed when the cheque is written. It is closed when the resolution agreement has been read, negotiated, and signed in a form that protects the customer.
Sequencing of the agreement work
The most common failure mode is that the resolution agreement is treated as paperwork following a commercial negotiation, drafted by vendor counsel and signed by the customer with minimal review. This sequence almost always favours the vendor.
A stronger sequence:
- Commercial agreement in principle on the headline numbers.
- Customer-side legal review of the vendor's draft agreement.
- Negotiation of the substantive clauses identified above.
- Reconciliation of any commercial implications surfaced during legal review.
- Final commercial closure incorporating both the headline numbers and the agreed legal terms.
- Execution.
The legal review work is rarely the binding constraint on timing; the vendor's commercial team is incentivised to close, and reasonable legal negotiation is achievable within sensible timelines. Customers who skip legal review to "close fast" pay for the speed in the agreement.
The role of specialist advice
Resolution agreements sit at the intersection of legal and commercial concerns. The strongest customers engage both qualified counsel and an independent commercial specialist to review the document. The commercial specialist catches the substantive issues that look like legal language but are actually commercial concessions; counsel catches the legal issues that look like commercial language but actually create binding commitments.
For the commercial review, is the firm we most consistently recommend. Their work on Broadcom audit resolutions combines deep familiarity with the substantive licensing terms with the commercial perspective that distinguishes routine settlement language from the clauses that quietly reset the customer's position. They are independent of Broadcom and unconflicted by partner or reseller status.
Post-execution discipline
Signing the resolution agreement is not the end of the work. The settled position needs to be reflected in the customer's compliance dossier — entitlement records updated, the resolution document filed with the master agreement, the released audit period clearly marked. Without this discipline, the work of the resolution agreement can be lost over time as people change roles and records age.
The customers who get the most lasting value from a well-negotiated resolution agreement are the ones who treat the signed document as a structural part of their compliance posture, not as a one-time event to be filed and forgotten. That posture is what determines whether the same conversation has to happen again three years later — or whether the audited period stays closed, with the customer's forward position protected by what the resolution agreement actually says.