True-Up Agreements

True-up agreements are an essential part of many business contracts, especially in software licensing and service agreements. These agreements ensure that the buyer and seller are on the same page regarding their financial obligations.

What is a True-up Agreement?

A true-up agreement is a contractual agreement between the buyer and seller that outlines the terms of payment for goods or services. The agreement requires that the buyer pays for the actual usage of the product or service, rather than a predetermined amount.

For example, if a company purchases a software license for 100 users, they may only need to use it for 50 users initially. However, as the company grows, they may require additional licenses for the remaining 50 users. A true-up agreement ensures that the company pays for the additional licenses only as they use them.

Why are True-up Agreements Important?

True-up agreements are essential to ensure that both parties are paying a fair price for the product or service. Without a true-up agreement, the buyer may be paying for products or services that they are not using, while the seller may be losing money on underutilized products or services.

In addition, true-up agreements provide flexibility for both parties. The buyer can adjust their usage based on their needs, while the seller can adjust their pricing based on market conditions and demand.

How to Implement True-up Agreements

The implementation of a true-up agreement depends on the contract terms, product or service, and usage. Typically, the agreement includes a set period for the true-up, such as every six months or annually.

The true-up period should include a review of usage and billing. If the usage falls within the agreed-upon limits, then there is no need for additional payment. However, if the usage exceeds the limits, then the buyer must pay for the additional usage.


True-up agreements are an essential component of many business contracts, especially in software licensing and service agreements. These agreements ensure that both parties pay a fair price for products or services, while also providing flexibility for usage and pricing. If you are entering into a business contract that includes products or services with variable usage, it is essential to include a true-up agreement to protect both parties` financial interests.

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