VMware Audit Letter Template & First 30-Day Response Plan

VMware Audit Letter

Receiving a VMware audit notice can trigger immediate panic. An unexpected email titled “VMware License Compliance Audit” might make your heart race and your mind jump to worst-case scenarios.

But remember: the first 30 days decide your financial and legal exposure.

How you handle this initial period matters more than how fast you respond. Instead of rushing to appease auditors, focus on tone, control, and timing. A calm, strategic approach in these early weeks puts you in the driver’s seat and prevents costly mistakes born of fear.

Pro Tip: Audits start with your words – set the tone early and never rush a reply.

Understanding the Audit Letter

First, take a close look at the audit notice itself. Broadcom’s VMware audit letter typically outlines the review’s who, what, and when.

It’s often formal and intimidating, citing sections of your license agreement that grant them audit rights.

Common elements include:

• Audit Clause Reference: This is a nod to the VMware license agreement clause that permits audits. Broadcom is saying, “You agreed we could review your usage.”
• Scope of Review: A list of products, systems, or time periods in scope. It might mention specific VMware product families or environments they intend to audit.
• Deadlines: A requested timeline for your response or data submission, often 15–30 days from receipt. Mark this date, but remember it can be negotiated.
• Assigned Auditor: Contact information for the Broadcom license compliance officer or a third-party audit firm (like one of the Big Four) appointed to conduct the audit.

It’s critical to realize that this letter is not an accusation or proof of wrongdoing—it’s a request to start a review. Treat it seriously, but keep in perspective that at this stage, no one has proven you noncompliant.

Checklist – Audit Letter Breakdown

• Verify Sender: Confirm that the letter truly comes from Broadcom’s authorized VMware compliance team or a named audit partner. Scammers exist—double-check domains and titles.
• Confirm Scope: Identify exactly which products and business units are mentioned. Are they auditing all VMware software or just certain licenses? Knowing the scope helps you contain the audit’s reach.
• Note Deadlines: Calendar all response due dates. Even if you plan to ask for extensions, never let an official deadline pass without acknowledgment.
• Identify Data Requests: The letter may list data or access they want (e.g., environment reports, license keys, deployment counts). Make note of these, but do not provide anything yet.
• Loop In Legal: Share the letter with your legal team to interpret the fine print. Before proceeding, ensure you understand your contractual rights (reasonable notice, confidentiality, etc.).

Pro Tip: An audit letter is a negotiation trigger – not a verdict. It’s the starting whistle, not the final score.

Sample Response Letter (Editable Template)

Your first communication sets the tone. Respond promptly (ideally within 48 hours) with a measured, professional acknowledgment.

This shows good faith and buys you time to organize. Below is a template you can customize on your company letterhead:

[Your Company Letterhead]
Date: [Insert Date]

To: [Auditor Name] – VMware License Compliance Team, Broadcom
Subject: Acknowledgment of Audit Notification – VMware License Review

Dear [Auditor Name],

We acknowledge receipt of your notice regarding a VMware software license audit dated [Letter Date]. Our internal review process is underway, and we will provide a formal response after we have verified our VMware entitlements and deployment data.

Please direct all future communications regarding this audit to our designated contact: [Name, Title, Email, Phone]. This will ensure clear and timely correspondence on our side.

Before any data collection or system access, we respectfully request written clarification of the audit’s scope and the proposed data collection methods. Once we receive this information, we can agree on a plan that meets the audit requirements while protecting our business operations.

Sincerely,

This letter is polite, professional, and protective. It doesn’t admit anything, nor does it refuse the audit. It acknowledges the notice, establishes a controlled communication channel, and requests clarification. By doing so, you demonstrate cooperation without opening doors you don’t have to.

Pro Tip: Polite, professional, and protective — that’s the right tone to strike in every audit communication.

30-Day Response Timeline – What to Do When

Think of the first 30 days as a phased project. Here’s a week-by-week game plan for taking charge of a VMware audit, complete with key actions and deliverables:

Throughout these 30 days, maintain a project mindset. Hold internal check-ins (at least weekly) to track progress on data gathering and issues. By Day 30, you either deliver what’s required or have a new deadline agreement – avoiding any default or non-response.

Pro Tip: Day-one panic costs money, but the day-thirty structure saves it. Use the full window to get organized, not overwhelmed.

Communication Control – Who Talks to Auditors

One of your strongest defenses in an audit is a single, controlled communication channel. Appoint one person – the audit response lead – as the gatekeeper for all auditor interactions. This prevents confusion and ensures nothing slips out that shouldn’t.

Here’s how to manage communications with Broadcom’s team:

• One Voice Policy: Instruct all employees that any outreach from VMware/Broadcom auditors must be routed to the designated lead, with no exceptions. This way, an engineer’s off-hand comment won’t accidentally expand the audit scope.
• Keep It Written: Stick to email or formal letters. Verbal conversations can be misinterpreted or forgotten. Written communication creates a defensible paper trail and gives you time to think before responding.
• No Casual Chats: Avoid unscheduled calls or “quick info” requests. If an auditor calls you, it’s okay to say, “I’ll follow up via email.” This buys you time to formulate a careful answer and loop in legal if needed.
• Log Everything: Maintain a communication log. After every interaction, document what was discussed or promised. If something was agreed upon verbally (despite best efforts, a phone call might happen), send a follow-up email to confirm the details in writing.
• Filter the Data: Never share raw internal reports or screenshots without vetting them. If auditors request outputs from a license management tool, review them first. Remove or redact information that’s outside the agreed-upon scope.

Checklist – Communication Rules

• Single Point of Contact: All auditor queries go to one person – typically the audit lead or a legal representative.
• Written Records: Email is the primary medium. If a meeting is necessary, insist on an agenda and document everything afterward.
• No Unapproved Disclosures: Team members should not share internal documents, policies, or system access details unless reviewed and approved for release.
• Internal Awareness: Everyone in IT and procurement should know an audit is happening and be trained to politely redirect any auditor who reaches out to them: “Please speak with our audit coordinator for any information.”
• Stay Polite, Stay Firm: All communications should be courteous. If auditors push for something you’re not ready to give, it’s fine to say, “We’ll get back to you on that,” and then consult your team.

Pro Tip: Silence is leverage – answer only what’s asked, nothing more. Every extra word is something they can use, so stick to the script.

Internal Preparation – Build Your Defense Early

While you control the flow of information to auditors, you should be hard at work behind the scenes. Think of it as preparing your defense before stepping into a negotiation.

This internal preparation allows you to quietly find and fix issues and gather facts to counter incorrect claims.

Start with an internal audit of your VMware environment: compare what you have deployed to what you’re actually entitled to use. For example, if you have 100 vSphere licenses but 120 hosts running, that’s a red flag. Identify these discrepancies now—don’t wait for Broadcom to find them.

If you discover obvious over-deployments, consider remediation if it can be done without breaching the audit clause (e.g., you might decide to retire 20 non-critical VMs or purchase the needed licenses immediately).

Always consult legal if you plan to make changes; some audit clauses forbid scrubbing or removing software once an audit notice hits, so proceed carefully and transparently.

Simultaneously, document everything. Create a detailed inventory of your VMware products: editions, versions, quantities, and deployments. Map these against your purchase records.

This becomes your evidence folder to prove compliance. If there are peculiar licensing situations (like special agreements or grandfathered terms), highlight those.

Involve key departments early:

• IT Operations: to provide data on current usage and potentially adjust configurations (e.g., ensuring test systems aren’t linked to production).
• Procurement/Asset Management: compiles the purchase history and entitlement documentation.
• Legal Counsel: to interpret your rights and help draft communications that don’t over-share.
• Security: if auditors will request running any scripts or tools in your environment, security needs to review those. They can also advise on data privacy concerns if you operate in regulated industries.

By the end of this internal prep, you should have a solid grasp of your compliance position. Maybe you find you’re clean—great; you can confidently provide data. If you find some trouble spots, you now know the magnitude (e.g., “we’re 10 licenses short for vRealize Operations”) and can strategize how to address them (purchase, uninstall, or negotiate).

Pro Tip: Audit defense starts inside your firewall—not in the auditor’s inbox. The more you know (and fix) internally, the fewer surprises there will be later.

Negotiating Time & Scope

Broadcom’s auditors might come out of the gate with tight timelines and broad requests. Don’t be afraid to push back professionally.

Two key aspects you can negotiate early are time and scope.

• Time Extensions: Audit notices often request a response in a couple of weeks – rarely enough for a thorough internal review. It’s perfectly acceptable to ask for an extension. When doing so, be reasonable and provide a rationale: “We’re compiling data from multiple global teams and need an additional 30 days to ensure accuracy.” Broadcom often grants extensions to customers who communicate proactively. It’s far better to request more time up front than to miss a deadline and scramble.
• Scope Clarification: Nail down exactly what the auditors intend to review. If the letter vaguely says “all VMware products,” seek clarification: does this include just vSphere and vCenter? What about ancillary tools like vRealize Suite or VMware Horizon? Are those included if you had past VMware acquisitions (like AirWatch or Pivotal Labs software)? The more precise the scope, the less chance auditors go on a fishing expedition. Also, clarify the timeframe: are they auditing current deployments or historical usage as well? You have the right to know the boundaries.
• Minimize Access: If auditors request to run a tool or have direct access to systems, negotiate safer alternatives. For instance, offer to run their script and send the output, or provide data exports from your tools. Ensure your security team reviews any tool. Depending on your company policy and data sensitivity, you can negotiate on-site vs. remote audit activities.
• Keep it Mutual: If they demand tight turnaround on data, you can request timely analysis on their part too. For example, if you deliver data by X date, ask them to share preliminary findings within a set period. This quid pro quo keeps the pressure balanced.

All negotiations should be done in writing and in a courteous tone. You’re aiming to set a cooperative stage, but one that safeguards your interests. If something is unclear or beyond what you agreed to in your contract, raise the issue early.

Pro Tip: The more specific the scope, the smaller the bill. Every extra product or environment you keep out of scope is one less thing they can find non-compliance in.

Avoiding Early Mistakes

Under audit pressure, well-meaning teams often make missteps in the first month, handing the advantage to Broadcom.

Here are common pitfalls to steer clear of:

• Admitting Guilt Without Facts: Never start by apologizing or saying, “We might be out of compliance.” Even if you suspect issues, your first communications should not include any concession. Stick to the facts: You’re reviewing and will comply with the process.
• Rushing Data to Auditors: Don’t send in spreadsheets or exports of usage data before you thoroughly vet them. Raw data can be misleading or out of context. Once you hand it over, you can’t undo it. Always review and, if needed, explain your data (e.g., “that server is a cold standby, not an active deployment”) rather than letting auditors draw their own conclusions.
• Unsupervised Access: Do not let auditors directly access your systems unsupervised. Some companies mistakenly think “full cooperation” means letting auditors remote into vCenter or run discovery tools at will. That’s not required – your contract likely says you must reasonably cooperate, not surrender control of your network. Always supervise (or better, perform) any data gathering.
• Missing Deadlines or Going Dark: While you can ask for extensions, don’t ignore the auditors. Failing to respond by the initial date can be seen as non-cooperation. Even if you can’t fully comply by a deadline, send something – an acknowledgment, partial data, or an extension request. Show that you’re engaged, not evading.
• Over-Sharing Internal Strategies: Auditors might ask innocent-sounding questions like “How do you track VMware licenses internally?” Be cautious; you don’t need to share your internal SAM processes or tools. Answer only what pertains to the audit requirements. They’re not entitled to your internal procedures or how you govern IT – only to evidence of license compliance.

Checklist – Avoid These Early Traps

• No Early Admissions: Never concede non-compliance or express regret before you have verified facts.
• Don’t Hand Over Raw Exports: Verify all data, and provide it in a controlled format with necessary context.
• No Auditor Fishing Expeditions: Keep auditors within the agreed–upon scope—don’t volunteer access to other systems or license information for products outside the scope.
• Stay On Schedule: If Day 15 is the first deadline, be sure to send either the requested information or a written extension request by Day 14.
• Internal Unity: Keep all stakeholders (IT, legal, procurement) on the same page. No one should contradict another or provide information that the team isn’t aware of.

Pro Tip: Your first mistake in an audit often funds their next audit. Every unnecessary disclosure or slip-up can translate into a bigger compliance gap or financial claim.

Maintaining Control and Momentum

Audits can drag on for months, but a strong start in the first 30 days sets the tone for the entire process. Even as the initial frenzy settles, maintain control and momentum on your side:

• Document Everything: Keep a running file of all communications, data submitted, and auditor responses. If the audit findings later contradict something agreed upon, you’ll have the records ready.
• Project Manage the Audit: Use project management discipline. Assign owners to tasks (data gathering, contract lookup, etc.), set internal deadlines, and track completion. Treat this like a critical IT project – with you as the project manager, ensuring nothing falls through the cracks.
• Regular Internal Check-Ins: Have a weekly meeting (or more frequent if needed) for your audit response team. Review what’s been done, what’s next, and any issues that have arisen. This keeps everyone aligned and prevents any lag in response.
• Stay Ahead of Auditor Requests: Anticipate what they’ll ask for next. If in their last email, they requested vSphere deployment counts, they might next ask for vRealize or vSAN data. Proactively gather those if you suspect it’s coming, so you’re not caught off guard.
• Professional Decorum: Maintaining a professional, business-as-usual demeanor with the auditors throughout the process. Even if negotiations get tense, keep interactions courteous and fact-focused. You can be firm on your points without being emotional or adversarial.

An audit is inherently something you can’t fully control – the auditors will do what they do. But your process is absolutely under your control. You project confidence by keeping your team coordinated, your communications crisp, and your data well-managed.

Auditors often take cues: if they sense you are organized and knowledgeable, they’re less likely to try pushing unreasonable demands.

Pro Tip: You can’t control the audit but can control your process. A well-managed response makes even a long audit more bearable and successful.

Related articles.

• VMware Audit Notification Letter – What It Really Means
• VMware Audit Response Checklist – First 30 Days
• VMware Audit Escalation Plan – Notifying Leadership & Assigning Team
• Engaging Third-Party Audit Advisors – When & How to Bring in Help for Broadcom or VMware Audits
• VMware Audit War Room – How to Build Your Internal Command Center

5 Golden Rules for the First 30 Days of a VMware Audit

To wrap up, here are five golden rules that encapsulate a winning first-month audit strategy:

1. Acknowledge Quickly, Then Pause: Always acknowledge the audit notice in writing—calmly and formally—within 48 hours. After that, don’t rush. Use time to your advantage and avoid knee-jerk responses.
2. One Captain, One Voice: Centralize every communication through one point of contact. This ensures a consistent message and prevents accidental disclosures. Your entire organization should know who speaks for the company to the auditors.
3. Do Your Homework First: Run your license vs. usage check before handing over anything. Knowledge is power – know your potential exposure and clean up what you can internally so you’re not discovering issues at the same time as the auditors.
4. Scope and Context Are Everything: Never provide data without a clearly defined scope and proper context. A raw data dump can be misconstrued. Always frame your responses: explain what the data represents and ensure it’s exactly what was asked – nothing more.
5. Keep It Business, Not Personal: Maintain a professional, non-defensive tone throughout. Treat the audit as a business process and negotiation. You’re complying with a contract obligation, not confessing to a crime. This mindset will help you stay calm and strategic.

Following these golden rules and the structured 30-day plan above will transform that initial wave of panic into a proactive, controlled response.

Remember, the audit doesn’t end in the first 30 days – but the foundation you lay in this critical period will determine whether you end up with a minor true-up or a major headache. Stay steady, stick to your plan, and you will get through the VMware audit with your sanity and budget intact.

Read about our VMWare Audit Defense Service.

Do you want to know more about our VMWare Audit Defense Service?

Please enable JavaScript in your browser to complete this form.

Name *

First

Last

Email *

Company

Message *

Submit