Comment What the actual EULA says (Score 4, Informative) 82
14.6. Replace Section 4 (“Records and Audit”) with the following:
“You must maintain accurate records of your use of the Software sufficient to show compliance with the terms of this EULA. We have the right to audit those records and your use of the Software, at our own expense, to confirm compliance with the terms of this EULA. That audit is subject to reasonable prior notice and will not unreasonably interfere with your business activities. We may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. Neither we nor any third-party auditor shall have physical access to your computing devices in connection with any such audit without your prior written consent. You must reasonably cooperate with us and any third-party auditor. We reserve the right to seek recovery of any underpayments revealed by the audit in accordance with 41 U.S.C. chapter 71 (Contract Disputes) and FAR 52.233-1 (Disputes) or other applicable agency supplement. No payment obligation shall arise on your behalf until the conclusion of the dispute process. If an audit necessitates access to classified information, as that term is defined in the National Industrial Security Program Operating Manual (NISPOM), then the audit will be conducted by auditor(s) possessing a personal security clearance as defined in the NISPOM (“PCL”) at the appropriate level. In those cases, VMware and any third-party auditor will disclose Classified Information only to person(s) who both possess a PCL and have a need to know.”
This seems to say that VMWare should be covering most of the costs associated with the audit, as it says "at our own expense" refering to VMWare's expense. At the same time the company has to "reasonably cooperate". If a company is spending so much that it will bankrupt them, that is not a reasonably cooperating.
There is also a section in 2.4:
4. RECORDS AND AUDIT. You must maintain accurate records of your use of the Software sufficient to show compliance with the terms of this EULA. We have the right to audit those records and your use of the Software to confirm compliance with the terms of this EULA. That audit is subject to reasonable prior notice and will not unreasonably interfere with your business activities. We may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. You must reasonably cooperate with us and any third-party auditor and you must, without prejudice to our other rights, address any non-compliance identified by the audit by paying additional fees. You must reimburse us for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Software fees payable by you for the period audited, or that you have materially failed to maintain accurate records of Software use
So, a user should be keeping records of the VMWare use as it is, which means the audit, in theory, really shouldn't take more effort than just showing some logs. Which, of course, assumes that the company is actually keeping those records, which I'm sure many don't.