The Verbal Promise Trap: Why You Must Get Everything in Writing in Microsoft EA Negotiations

The Verbal Promise Trap: Why You Must Get Everything in Writing in Microsoft EA Negotiations

Introduction – Why Verbal Promises Are a Trap

Negotiating a Microsoft Enterprise Agreement (EA) is a high-stakes, complex process. It’s not just a simple purchase; it’s a three-year (or longer) commitment involving millions of dollars and critical software for your organization. For a full overview of what pitfalls to watch out for, read our guide to Avoiding Common Microsoft EA Renewal Pitfalls.

In these negotiations, Microsoft sales representatives will often try to smooth things over with friendly verbal assurances. You might hear things like, “Don’t worry, we’ll sort that out next year,” or “I promise we’ll include those extras later.”

The problem? Microsoft operates under one simple rule: if it’s not written down, it doesn’t exist. In Microsoft’s world (and contract law in general), the contract is king. Any verbal agreement or casual promise made during negotiations carries no legal weight once the contract is signed.

Many CIOs and procurement leads have learned this the hard way. They trusted a verbal promise from a Microsoft rep—only to find out later that, without explicit wording in the EA, that promise was nothing more than talk.

In this article, we’ll explore why verbal promises in Microsoft EA negotiations are a dangerous trap and how you can protect your organization by getting everything in writing.

What Are Verbal Promises in Negotiations?

Verbal promises in a Microsoft negotiation are those informal, unwritten commitments that a sales representative might make outside the formal contract documents.

These often come up in conversation, phone calls, or meetings as a way to resolve sticking points quickly without altering the paperwork (which can be slow or require approvals).

Essentially, they’re handshake deals or side assurances.

Some common examples of verbal promises during an EA negotiation include:

• “We’ll adjust your pricing or give you a better discount next year if you increase adoption.” – The rep might say your discount will improve if you roll out more licenses, implying a future price cut.
• “We’ll throw in extra training credits next year.” – Perhaps you asked for training or consulting services, and the rep says informally that they’ll provide them later since they can’t include them right now.
• “If you go with this deal now, we’ll be flexible with you on true-ups or overages.” – Promises of leniency, like not charging for certain overuse of licenses or honoring special rates on additional usage, without writing it down.
• “Your discount is capped by policy this year, but trust me, we’ll revisit and improve it mid-term.” – A classic “wait until next year” pledge to pacify you for now.

Sales reps make these verbal promises for one primary reason: to keep the deal moving and close the sale. Microsoft’s account managers are under immense pressure to hit targets and close EA renewals or new EAs by quarter-end or fiscal year-end.

If a customer is hesitant about a missing concession or an unresolved issue, a rep may use a verbal promise as a tactic to reassure you and push you over the finish line.

It’s often much easier (for the rep) to say “we’ll take care of that later” than to actually obtain approval and write a new clause into the contract. Verbal assurances serve as quick fixes to buyer objections, allowing negotiations to wrap up without tackling every detail in writing at that moment.

Importantly, these promises are informal. They are not recorded in the contract, and often not even in email. It could be a comment on a call or something said during a meeting. And while they might be made in good faith at the time, they are effectively empty if not formally documented.

To the buyer, a verbal promise might feel like a gentleman’s agreement; to Microsoft, only the signed EA and its amendments matter once the ink dries.

When you true-up, watch out for these traps – The “True-Up” Trap: Avoiding Surprises in Microsoft EA True-Up Costs.

Why They’re Risky

Relying on verbal promises in a Microsoft EA negotiation is extremely risky for several reasons.

The overarching theme is this: once your signature is on that EA contract, any unwritten promises evaporate.

Let’s unpack the risks:

1. Microsoft’s “contract is king” culture: Microsoft, like most large vendors, will default to the written contract terms every single time. After the deal is signed, you can’t call up Microsoft and say, “But your rep promised us X.” If it’s not in the contract (or an official signed document), Microsoft has no obligation to deliver on it. Their legal and account teams will point to the EA agreement and say, “Show us where it says that.” Verbal commitments simply do not hold up. As one licensing expert bluntly put it, “If it’s not in the agreement, it doesn’t count.” Microsoft will honor written commitments; it will not honor a salesperson’s forgotten handshake deal.

2. Sales reps change roles frequently: In the enterprise software world, it’s common for account managers and sales reps to transition to new territories, get promoted, or change jobs. The person who made that friendly promise might not be around a year from now. Imagine this scenario: A CIO negotiates an EA in 2025 and the Microsoft rep says, “We can’t give you a 20% discount this year, but I promise I’ll get you a better rate next year if your cloud usage grows.” The CIO, trusting this relationship, signs the deal with only a 10% discount, expecting a reprieve later. Fast forward to the next year’s true-up or renewal discussion – that original rep has moved on, and the new rep (or the manager) says, “I’m sorry, I have no record of that promise, and your contract locks your discount at 10% for the term.” The verbal assurance vanishes into thin air. Your leverage to negotiate at that point is zero because you’re mid-contract. Prior verbal agreements vanish with the person who made them – or even if the same rep stays, they might simply deny ever committing to anything unofficial.

3. No leverage and no recourse: Once you’ve signed the EA based on a verbal promise, you have given Microsoft what they want (a binding contract and your money) without getting the full concession in return. If that concession isn’t delivered later, you’re stuck. There’s usually no clause to enforce, no penalty to Microsoft for not doing what was promised informally. You’ve essentially given up your bargaining chip for free. For example, if the rep verbally promised “We’ll include 500 hours of free consulting during the term,” but it’s not written, when you go to ask for those hours, Microsoft can simply say, “That’s not part of our agreement.” You’re left with nothing but frustration. Legally and practically, you cannot force them to honor a verbal side promise.

4. The illusion of relationship vs. reality of contract: Microsoft reps often build a friendly relationship and may genuinely intend to help you out. But at the end of the day, they represent a huge corporation bound by the contract. If a rep promised something that wasn’t officially approved or documented, they might later face internal pushback when delivering it. Or if that rep is gone, the new team feels zero obligation to a deal that wasn’t in writing. The personal relationship aspect falls away, and you’re dealing with Microsoft Inc., which cares what’s on paper. Trust is important in business, but trusting without verification in writing is a recipe for disappointment.

Consider a mini case example from experience: A Fortune 500 company’s CIO negotiated an EA and was concerned about Azure overage costs (going beyond their committed cloud spend). The Microsoft sales lead verbally assured them, “If you go over your Azure commitment, we’ll make sure you get the same discounted rate – we won’t gouge you.” Relieved, the CIO agreed to a high Azure commitment. Two years later, their cloud usage spiked past the commitment. Microsoft promptly billed them at full list price for the overage. The CIO protested, citing the prior verbal assurance. Microsoft’s response: “Unfortunately, that arrangement isn’t in your contract or any amendment, so standard pricing applies.” The representative who made the promise had long since moved to another department. The company ended up paying hundreds of thousands more in overage fees – a very costly lesson that verbal promises mean nothing unless they’re captured in writing.

In short, verbal promises are risky because they create a false sense of security. They make you feel like you have an understanding, but only documented terms can protect you.

The gap between what was said and what’s enforceable can lead to budget surprises, unmet expectations, and internal fallout for your team (imagine having told your CIO or CFO about a promised discount that never materializes – not a fun conversation).

The safest path is to assume every promise is void unless it’s on paper.

How to Protect Yourself – Proven Strategies

Facing a smooth-talking sales rep, you need to be armed with strategies to avoid the verbal agreement trap.

Here are proven tactics to ensure every commitment is captured in writing and your organization is protected:

• Insist on documentation. Make it a firm rule in your team: every promise must be documented. If the Microsoft rep says you’ll get something – no matter how small – politely insist that it be included in the EA contract or in an official email/letter from Microsoft. This might be an amendment, a quote line item, or at minimum an email from Microsoft’s side (preferably from the contracts desk or at least the rep’s Microsoft.com email) confirming the promise. For example, if the rep says, “We’ll extend your Year 4 pricing at the Year 3 rate,” respond with: “Great, please send me an email confirming that, and let’s add it to the contract language.” Having it in black and white means you can later pull out the document and hold Microsoft accountable. Remember the mantra: if it’s not documented, it doesn’t exist.
• Use contract clauses and amendments. The safest place for any concession is directly in the EA contract or an attached amendment. Don’t hesitate to write custom clauses that spell out the promises. For instance, if you negotiated extra training credits or a specific discount adjustment, have a clause that says, “Microsoft will provide X amount of training credits in Year 2 at no charge,” or “If Cloud Service usage exceeds Y units, Microsoft will apply a Z% discount to the overage.” Microsoft’s standard EA might not include these, but you can add amendments. Microsoft’s contracts team is used to this – big customers frequently attach a “Negotiation Summary” or special terms sheet. If Microsoft ever says they “can’t put it in writing” due to policy, that’s a major red flag (see the next section on red flags). Push back. Most of the time, if a concession is real, they can find a way to document it (even if it’s a side letter). If they truly refuse, ask yourself if the promise is trustworthy at all.
• Leverage meeting minutes and email follow-ups. One practical tactic during negotiations is to take thorough notes and send follow-up emails after every discussion. After a call where something was promised or agreed in principle, send the rep an email summarizing your understanding: e.g., “Per our call today, my understanding is that Microsoft will X (give 100 training hours / allow a mid-term license reduction/cap our Azure overage at 10% above baseline, etc.). Please confirm that my understanding is correct.” This does two things: (1) It creates a written record in real time, and (2) it puts Microsoft on the spot to either confirm or clarify. If they confirm by email, you have evidence of the commitment. You can then use that email to get the promise formally added to the contract before signing (or at least keep it in your back pocket as proof of what was said). Meeting minutes documented by your team and acknowledged by Microsoft are a powerful tool. They build a paper trail so that, down the line, no one can claim “that was never discussed.” It’s not as binding as a contract clause, but it’s immensely helpful in holding the sales team accountable and aligning everyone’s memory. Internally, it also helps your procurement/legal team track all the moving parts of the negotiation.

By insisting on written proof at every step, you not only protect your organization but also send a message to the sales team that you are a meticulous negotiator.

They’ll be far less likely to try slipping in unwritten promises if they know you won’t accept them. It might slow the negotiation down slightly (as you make sure every item is documented), but it’s time well spent.

Three years later, you’ll be thankful you have a clear record rather than hazy recollections of who said what.

Red Flags to Watch

How can you spot a potentially hollow verbal promise? By tuning in to certain phrases and behaviors that often accompany these traps. Microsoft salespeople (or any vendor reps, really) might use friendly language to gain your trust while avoiding concrete commitments.

Here are some common red-flag phrases that should immediately put you on high alert:

• “Trust me, we’ll take care of it.”
• “We can’t put this in writing, but…”
• “Don’t worry, it’s standard practice – we always do that.”

If you hear any of these during your EA negotiation, stop and dig deeper.

Phrases like these are signals that the rep is asking you to rely purely on trust and not on enforceable terms.

Let’s break down why each is worrisome:

• “Trust me, we’ll take care of it.” While trust is nice, a professional negotiation should not require blind faith. If they truly will take care of it, they should be willing to outline exactly how and put it on paper. This phrase is often used to brush off your concern quickly. Instead of accepting it, respond with, “I do trust you want to help, but our company policy (and good business practice) requires we get that in writing. Let’s work together to document it.”
• “We can’t put this in writing, but…” This is essentially an admission that what’s being promised is not officially sanctioned. Huge red flag. If Microsoft “can’t” put something in writing, it likely means either it violates their standard policies or they don’t have approval from higher-ups to offer it. For example, a rep might say, “I can’t put it in writing, but I give you my word we won’t raise your price in Year 4.” Your answer should be, “If it’s truly the plan not to raise the price, then there should be no issue stating that in the contract. Let’s find a way to formalize it.” Never accept the “can’t write it down” excuse. It almost always foreshadows a promise that will not be kept.
• “Don’t worry, it’s standard practice.” Often said when you request something and the rep says it’ll happen naturally. For instance, “Don’t worry, it’s standard practice for Microsoft to give extra Azure credits if you overspend,” or “We normally let you true-down if usage drops, even if it’s not in the contract – it’s standard.” The correct mindset here: if it’s standard practice and nothing to worry about, then documenting it should be easy, right? Insist that, standard or not, you want it explicitly stated. Sometimes “standard practice” is simply not true, or it might depend on the goodwill of individuals. Don’t leave it to chance.

Expert tip: The moment any of these phrases (or similar ones) come up, push back politely but firmly. You might say, “Our company has been advised to get all terms in writing. I’m sure you understand — it protects both of us and avoids confusion later.”

This way, you’re not accusing the rep of dishonesty; you’re just standing on good business principles.

Any honest rep will understand and cooperate. If a rep continues to resist writing something down, that’s a strong sign that the promise is either not approved or not genuine.

Ultimately, your instincts matter. If something sounds too good to be true and yet “no one can put it on paper,” treat it as dubious.

It’s better to assume a verbal promise won’t be honored and negotiate accordingly than to assume it will and be burned later.

Promise vs. Reality vs. Protection: Examples

To illustrate the verbal promise trap, here are a few promise scenarios contrasted with the likely reality if you trust them, and what you should do instead to protect yourself:

In each of the examples above, the pattern is clear: the verbal promise sounds great upfront, but the reality is bleak if it’s not captured in writing.

The protection tactic demonstrates how you transform that promise into a contract term or written guarantee before signing. By doing so, you ensure there’s no wiggle room for Microsoft to backpedal later on.

Five Expert Recommendations

To close, here are five expert recommendations to keep you safe from the verbal promise trap in Microsoft negotiations.

These are golden rules practiced by seasoned procurement leaders and Microsoft licensing experts:

1. Assume every verbal promise will be forgotten unless it’s written down. In other words, operate under the assumption that if it’s not on paper, it doesn’t exist. This mindset will serve you well and keep you vigilant.
2. Train your team to push back (politely but firmly) when they hear “trust me.” Make sure everyone on your negotiation team knows to never accept “just trust me” as a final answer. Empower them to ask for written confirmation every time.
3. Capture agreements in the EA contract, an amendment, or at least an email. Every single concession or deal term should leave a paper trail. Ideally, get it into the contract itself. If timing doesn’t allow that immediately, get an email from Microsoft’s side and later attach it to the contract. Never rely on memory.
4. Use meeting minutes as a negotiation tool – confirm everything in writing. After calls or meetings, send a summary of what was agreed to the Microsoft rep and ask them to confirm you’ve got it right. This habit creates accountability. It also helps prevent “he said, she said” disputes down the line because you have contemporaneous records.
5. If Microsoft resists documenting a promise, treat that as a sign it won’t be honored. This is perhaps the most telling indicator. A genuine commitment should withstand being written down. If you get excuses or delays in writing it up, consider that promise empty. It’s better to negotiate something real that can be put in the contract than to chase a ghost promise.

By following these recommendations, you’ll conduct your Microsoft EA negotiations with clear-eyed caution.

Verbal promises can be tempting shortcuts in a long, complicated deal, but they’re a trap you can avoid.

Insist on everything in writing, and you’ll ensure that your final agreement truly reflects every benefit, discount, and protection you fought for at the table. In the end, a well-documented deal is one where there are no unpleasant surprises – and where Microsoft delivers exactly what was agreed.

Happy negotiating, and remember: a pen and paper (or an email) are your best defense against broken promises.

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