A major upgrade is a significant new version of software with substantial new features or changes (for example, moving from Microsoft Word 2019 to Word 2024). This clause specifies whether you must pay extra for major upgrades, whether you can stay on your current version, and what happens to your old version when you upgrade. This matters because vendors sometimes use upgrade pricing to force customers to pay repeatedly for software they thought they owned; if the clause requires you to upgrade and pay each time, your total cost of ownership becomes much higher than expected. Some contracts let you stay on old versions indefinitely, while others force you to upgrade.
Negotiate the right to stay on your current version indefinitely without being forced to pay for upgrades, or at minimum get a clear price for upgrades so there are no surprises. If the vendor requires upgrades to continue receiving security patches, that's unreasonable—push back and insist that security fixes are available for your current version for at least 3 years. Ask explicitly: "Can I keep using version 1.0 forever, or will you force me to pay for version 2.0?"
Frequently Asked Questions
What does this clause mean in simple terms?
A major upgrade is a significant new version of software with substantial new features or changes (for example, moving from Microsoft Word 2019 to Word 2024).
Why should I care about this clause?
This clause specifies whether you must pay extra for major upgrades, whether you can stay on your current version, and what happens to your old version when you upgrade.
What are my options?
This matters because vendors sometimes use upgrade pricing to force customers to pay repeatedly for software they thought they owned; if the clause requires you to upgrade and pay each time, your total cost of ownership becomes much higher than expected.
How does this affect small businesses?
Some contracts let you stay on old versions indefinitely, while others force you to upgrade.