Windows Server 2008 R2 Licensing Guide
Windows Server 2008 R2 – New and Updated Features

General Windows Server Licensing Construct
Windows Server is primarily licensed using a Server + CAL model or a Processor + CAL model. Windows Server Standard and Enterprise editions are licensed using the Server + CAL model, while Windows Server Datacenter and Windows Server for Itanium-Based Systems editions are licensed using the Processor + CAL model.
Under both models, the CAL that accesses the instance of Windows Server must be equivalent or higher in version than the server being accessed. An exception to this rule was introduced with Windows Server 2008 and continued with Windows Server 2008 R2. Under that exception, customers must still license the appropriate CAL version to access the version of the server software running in each virtual operating system environment, but they are not required to upgrade their CALs based on the version of Windows Server that is running in the physical operating system environment. In this scenario, the Hyper-V server role must be the only role running in the physical operating system environment.
A Windows Server 2008 Client Access License (CAL) must be purchased for every user or device that accesses or uses the Windows Server 2008 or Windows Server 2008 R2 server software, except under the following circumstances:
• If the instances of the server software are accessed only through the Internet, without access being authenticated or otherwise individually identified by the server software or through any other means
• If the server software being accessed is Windows Web Server 2008, Windows Web Server 2008 R2, Windows Server 2008 Foundation, or Windows Server 2008 R2 Foundation
• If external users are accessing the instances of the server software and a Windows Server 2008 External Connector license for each server being accessed has been acquired
• If up to two devices or users are accessing the instances of the server software for the purpose of administering those instances
• If Windows Server 2008 R2 serves solely as a virtualization host (CALs for the appropriate edition of Windows Server running in the virtual machine(s) are still required)
Windows Server 2008 R2 Foundation
Windows Server 2008 R2 Foundation is available through OEMs only on select single-processor servers. For details on exact server models, please contact the server manufacturer.
Windows Server Foundation is licensed by server. Each license of Windows Server 2008 R2 Foundation is limited to a maximum of 15 user accounts. Moreover, a user account can be assigned to only one distinct user at a time.
Because Windows Server Foundation is licensed in this way, Windows Server CALs are not required. Although Windows Server 2008 R2 Foundation does not require Windows Server CALs, RDS CALs or RMS CALs are required to use those server roles on a Windows Server 2008 R2 Foundation–based server.
Windows Server 2008 R2 Standard
A customer licensed with Windows Server Standard may run one instance of the server software in the physical operating system environment (POSE) and one instance of the server software in a virtual operating system environment (VOSE).
If the customer is running the instance in the VOSE, the instance running in the POSE can only be used to manage the instance of the operating system running in the VOSE.
The orange arrow in the diagram indicates that when running both instances, the instance of the server software running in the POSE may only be used to manage and service the instance of the operating system running in the VOSE.
Diagram A: Running Instances of Windows Server 2008 R2 Standard
Use Right: 1 Physical and 1 Virtual OSE
(orange arrow indicates that POSE may only be used to manage/service VOSE)

Diagram B indicates that with Windows Server 2008 R2 Standard, customers may move a virtual instance of the server software to another server that is properly licensed to support the added instance. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Diagram B: Moving virtual instances of Windows Server 2008 R2 Standard

Windows Server 2008 R2 Enterprise
A customer licensed with Windows Server 2008 R2 Enterprise may run one instance of the server software in the POSE and up to four instances of the server software in the VOSE. If the customer is running four instances in the VOSE, the instance running in the POSE can only be used to manage the four instances of the operating system running in the VOSE.
The diagram below illustrates this license. The orange arrow indicates that when running all five instances, the instance of the server software running in the POSE may only be used to manage and service the instances of the operating system running in the VOSE.
Diagram C: Running instances of Windows Server 2008 R2 Enterprise
Use Right: 1 Physical and 4 Virtual OSEs
(orange arrow indicates that POSE may only be used to manage/service VOSE)

The diagram below indicates that with Windows Server 2008 R2 Enterprise, customers may move a virtual instance of the server software to another server that is properly licensed to support an added instance. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Diagram D: Moving virtual instances of Windows Server 2008 R2 Enterprise

Windows Server 2008 R2 Datacenter
A customer licensed with Windows Server 2008 R2 Datacenter may run one instance of the server software in the POSE and an unlimited number of instances of the server software in the VOSE. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Diagram E: Moving virtual instances of Windows Server 2008 R2 to a server running Windows Server 2008 R2 Datacenter
Server A has 3 Enterprise licenses running 13 virtual instances, and 3 Standard licenses running 4 virtual instances.
Server B has 1 Windows Server 2008 R2 Datacenter license only running 6 virtual instances.

Windows Server 2008 R2 for Itanium-Based Systems
Similar to Windows Server 2008 R2 Datacenter, a customer licensed with Windows Server
for Itanium-Based Systems may run one instance of the server software in the POSE and an unlimited number of instances of the server software in the VOSE. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Unlike Windows Server 2008 R2 Standard and Enterprise that are licensed by a server plus CAL model, Windows Server 2008 R2 Datacenter and Windows Server 2008 R2 for Itanium-Based Systems are licensed per physical processor (number of processors in the server) plus CAL model.
Windows Server for Itanium-Based Systems is targeted at customers using the Itanium platform and designed for specific workloads. It is designed to be the leading alternative platform for RISC-based UNIX servers, and is intended for scaleup database workloads, custom applications, and line-of-business applications. This workload focus is consistent with the majority of current deployments of Windows Server on Itanium. Please note that Windows Server 2008 R2 for Itanium-Based Systems does not interoperate with Microsoft Virtual Server, nor does it include
or support Microsoft Hyper-V hypervisor technology. To virtualize software on Windows Server for Itanium-Based Systems, customers may use third-party hypervisor technology.
With Windows Server for Itanium-Based Systems, you may run one instance of the server software in the POSE and any number of instances of the server software in VOSEs. Unlike in Windows Server 2008 R2 Standard and Enterprise, there is no restriction that the instance of the server software running in the POSE may only be used to manage and service the operating system environments on the server. However, each processor on the partition on which the instances of the server software are running must be licensed.
Just as with Windows Server Datacenter (as illustrated in Diagram E on the previous page), you may move as many virtual instances of Windows Server software to a server running Windows Server 2008 R2 for Itanium-Based Systems and not have to be concerned about the number of running virtual instances.
Note, when customers are running virtualized instances of the server software, they must be using some form of virtualization or hypervisor technology, such as Microsoft Virtual Server software, Microsoft Hyper-V Technology, or a third-party virtualization software.
Windows Web Server 2008 R2
Windows Web Server 2008 R2 is licensed to a server in the POSE. It can also run as a guest in the VOSE.
Windows Web Server 2008 R2 is specifically designed to be used as a single-purpose Web server. It is intended only for Internet-accessible, Web serving of Web pages, Web sites, and Web applications. Unlike the other core Windows Server 2008 R2 products described above, Windows Web Server 2008 R2 is licensed by a server license only; no CALs are required. Exceptions to this no-CAL rule may occur when Windows Web Server 2008 R2 is used as a scale-out front end for applications. In such configurations, Windows Server CALs may still be required on the back end of a scale-out application. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Windows HPC Server 2008
Windows HPC Server 2008 is the successor to Windows Compute Cluster Server 2003 and comprises two components: Windows Server 2008 HPC Edition and Microsoft HPC Pack 2008. Both components can be licensed separately or combined as Windows HPC Server 2008.
• Windows Server 2008 HPC Edition is the successor to Windows Compute Cluster Server 2003. This is a 64-bit Windows Server operating system provided for the purpose of running clustered high-performance computing (HPC)
applications. Clustered HPC applications solve complex computational problems or a set of closely related computational problems in parallel, typically using several servers as a group, or cluster.
• Microsoft HPC Pack 2008 is the successor to the Microsoft Compute Cluster Pack. It provides additional software for job scheduling, management, and high-speed networking.
Windows HPC Server 2008 is licensed per server via OEM and volume licensing channels and is available through Service Provider License Agreement (SPLA).
Windows Server 2008 HPC Edition follows a licensing model similar to Windows Server 2008 R2 Standard and allows for running one instance of the server software in a POSE plus one instance in a VOSE on a licensed server. If both instances are running at the same time, the instance in the POSE is limited. It can only be used to (1) run hardware virtualization software, (2) provide hardware virtualization services, or (3) run software to manage and service operating system environments on the licensed server. For Volume Licensing customers, the actual license may also be reassigned to another server every 90 days.
Windows Server 2008 R2 Client Access Licensing: Decision Trees, Types, and Modes
Client Access Licensing: Decision Trees
Windows Server CAL or External Connector License Decision Tree

RDS CAL or Remote Desktop Services External Connector (RDS-EC) License Decision Tree

Client Access Licensing: Types and Modes


Windows Server 2008/Terminal Services 2008/Remote Desktop Services 2008 External Connector License Requirements
If you would like External Users to access your network (External Users are users who are not employees or onsite contractors), and do not want to purchase individual CALs for each of them, you can acquire a Windows Server 2008 External Connector (EC) license for each Windows server that will be accessed by these External Users. Each physical server that external users access requires only one EC license regardless of the number of instances running. The right to run instances of the server software is licensed separately; the EC, like the CAL, simply permits access.
EC licenses, like CALs, are version and functionality specific. They must be the same version or later than the server software being accessed. The decision on whether to acquire CALs or an EC for external users is primarily a financial one.
Similarly, instead of acquiring individual RDS CALs for valid External Users of Remote Desktop Services functionality, you can acquire a Windows Server 2008 Remote Desktop Services EC license for each terminal server being accessed.
Note that a Windows Server EC license is a prerequisite for a Remote Desktop Services EC license.
Additionally, instead of acquiring individual RMS CALs for valid External Users of RMS functionality, you can acquire a Windows Server 2008 RMS EC license for each server on which RMS functionality is being accessed. Note that a Windows Server EC license must always be acquired when an RMS EC license is acquired.
Windows Server EC, Remote Desktop Services EC, and RMS EC licenses can be acquired for servers running instances of Windows Server 2008 R2 Standard, Enterprise, Datacenter, and Windows Server 2008 R2 for Itanium-Based Systems.
The EC licenses are not applicable to Windows Web Server 2008 R2, Windows HPC Server 2008, or Windows Server 2008 R2 Foundation.
Downgrade rights are available for the EC, Remote Desktop Services EC, and RMS EC licenses.
Note that the acquisition of an EC license does not negate the requirement to acquire a Windows Server license.
Remote Desktop Services Licensing Requirements
Remote Desktop Services (RDS) in Windows Server 2008 R2 (formerly known as Terminal Services (TS) in Windows Server 2008) is a role within Windows Server that enables a customer to run an application or an entire desktop in one location, but have it be controlled from another.
In addition to the Windows Server 2008 CAL, a Terminal Services 2008 CAL (TS CAL) or Windows Server 2008 Remote Desktop Services CAL (RDS CAL) will be required to access any application or graphical user interface remotely hosted by Windows Server. This includes, but is not limited to, the use of Remote Desktop Services. Application licensing on Remote Desktop Services will vary by application vendor, and customers should check the licensing requirement with each vendor.
Windows Server 2008 TS CALs are functionally equivalent to RDS CALs and can be used for connecting to Windows Server 2008 R2 Remote Desktop Session Hosts and Remote Desktop Virtualization Hosts. A Windows Server 2008 R2 Remote Desktop license server can issue and track both TS CALs and RDS CALs, but a Windows Server 2008 TS Licensing server needs to be running either Service Pack 2 or have the QFE (hotfix) described in Microsoft Knowledge Base article 968074 (http://support.microsoft.com/kb/968074) installed to be able to manage RDS CALs.
As in Windows Server 2003, the Remote Desktop Services feature in Windows Server is intended for remote administration. Up to two administrators can connect for administrative purposes without Terminal Services or RDS CALs. However, a Terminal Services CAL or RDS CAL is required for any user or users connecting additional administrators beyond the first two.
If the customer has many external users accessing the Remote Desktop Session Host server, the customer has the option to acquire a Windows Server 2008 Remote Desktop Services External Connector license in place of a Per User or Per Device CAL. All Remote Desktop Services CALs or External Connector licenses must be the same version or newer than the Windows Server operating system in use.
Note: Customers using RDS on Windows Server 2008 R2 need access to a Windows Server 2008 R2 Remote Desktop license server; a Windows Server 2003 TS Remote Desktop license server cannot be used. However, Terminal Services
running on Windows Server 2003 can use a Remote Desktop license server running on Windows Server 2008 R2; therefore, if a customer is running both Windows Server 2003 Terminal Services and Windows Server 2008 R2 Remote
Desktop Services in their organization, the customer will need to run a Windows Server 2008 R2 Remote Desktop license server.
Note: As with Windows Server 2003 Terminal Services, Per Device licensing is tracked and enforced in the Remote Desktop Session Host server. A customer has 120 days to activate a Remote Desktop license server after installing a Remote Desktop Session Host server (referred to as a grace period). Once a Remote Desktop license server is activated, the customer has an additional 90 days to add TS CALs or RDS CALs to the Remote Desktop license server (referred to as temporary CALs or tokens).
Virtual Desktop Infrastructure Suites
Virtual Desktop Infrastructure (VDI) is a centralized desktop delivery solution that enables organizations to store and execute desktop workloads (OS, apps, data) on virtual machines in the datacenter, and presents the UI via a remote desktop protocol (such as RDP) to user devices. With VDI, client operating systems are decoupled from the client devices (such as desktops, laptops, and thin clients), and are run as virtual machines on servers. Users are able to interact with these virtual desktops through a remoting protocol such as Microsoft RDP (Remote Desktop Protocol). All
execution of desktop workloads happens on the server, while the UI is presented via RDP to the user devices, thereby enabling users to have a rich desktop experience.
Multiple Microsoft products were needed to deploy VDI. As a result, we have created two dedicated suites for VDI and management software to make it easier for our customers to purchase the components needed to deploy VDI at an affordable price: the Microsoft Virtual Desktop Infrastructure Standard Suite (VDI Standard Suite) and the Microsoft Virtual Desktop Infrastructure Premium Suite (VDI Premium Suite).
The VDI Premium Suite includes all of the components of the VDI Standard Suite.
This means that customers interested in the components unique to the VDI Premium Suite do not need to license both the VDI Standard Suite and the VDI Premium Suite.
The Microsoft VDI suites are subscription licenses and are available in four different versions, all of which include Remote Desktop Services, Microsoft System Center Virtual Machine Manager, System Center Configuration Manager, and System Center Operations Manager. Two of the four also include Microsoft Desktop Optimization Pack.
VDI Standard Suite Use Rights
The VDI Standard Suite use rights allow customers to partially or fully use the following products: Remote Desktop Services CAL, Microsoft Desktop Optimization Pack, Microsoft System Center Virtual Machine Manager Client Management License, Microsoft System Center Configuration Manager Standard Server Management License, and Microsoft System Center Operations Manager Standard Server Management License.
Use Rights of Remote Desktop Services CAL (RDS CAL). In the VDI Standard Suite, the RDS CAL rights are restricted such that the customer may not use the session virtualization capabilities of RDS (formerly known as Terminal Services) in any way; that is, the customer may not access Windows Server software to host a graphical user interface using RDS functionality or any other technology. In other words, the VDI Standard Suite does not allow traditional Terminal Services/Remote Desktop Services session-based desktop virtualization where an operating system on a server is shared by several devices. The VDI Standard Suite only allows VDI desktop virtualization where there is a separate virtual machine image of the operating system for each accessing device.
Use Rights of System Center Virtual Machine Manager (SCVMM). SCVMM may be used under the VDI Standard Suite to manage, at any one time, up to four virtual Client Operating System Environments (OSEs) that are accessed by a device licensed under a VDI suite. The virtual Client OSEs may be on up to four different VDI hosts, however Client OSEs that are running on hosts with mixed desktop and server workloads may not be managed (only Client OSEs on dedicated VDI host server devices may be managed).
Use Rights of System Center Configuration Manager (SCCM) and System Center Operations Manager (SCOM). Under the VDI Standard Suite, SCCM and SCOM use rights are restricted in the following way: The customer may use SCCM and SCOM under the VDI suite license to manage the physical OSE on the VDI hosts, as long as the physical OSE is used solely to run hardware virtualization software, provide hardware virtualization services, and run software to manage and service virtual Client OSEs on the VDI host. SCCM and SCOM under the VDI suites do not include
in-guest VDI desktop management—the management of a guest operating system running in the virtual machine.
Use Rights of the Microsoft Desktop Optimization Pack (MDOP). Under the VDI Standard Suite license, MDOP use rights are equivalent to the use rights of the product outside the suite.
VDI Premium Suite Use Rights
The VDI Premium Suite includes all of the components of the VDI Standard Suite listed above, however there are no restrictions to the use rights of the RDS CAL under the Premium VDI Suite—that is, the RDS CAL use rights are equivalent to those of the product outside the suite. Specifically, all of the session virtualization capabilities of RDS are licensed, including Microsoft Application Virtualization for Terminal Services, which is a product now included in the RDS CAL. All use rights restrictions that apply to System Center Virtual Machine Manager, System Center Configuration Manager, and System Center Operation Manager under the VDI Standard Suite apply equally to the VDI Premium Suite as well. The diagram below shows the components offered in the VDI Standard Suite and VDI Premium Suite as of October 1, 2009.

Management Server Rights
Both VDI suites include the Management Server licenses for System Center Configuration Manager and System Center Operations Manager as long as all the VDI hosts are dedicated VDI Host server devices. That is, the VDI hosts can
contain only desktop workloads running on the virtual machines.
Online Services Components
An online services component called Microsoft Asset Inventory Service (AIS) is included as part of the Microsoft Desktop Optimization Pack for Software Assurance, which is included in both VDI suites. The cost of the online service subscription is included in the VDI suite subscription fee; if subscription coverage of the VDI suite lapses, so do the rights to access the AIS online services components. For customers, activation of the AIS online service under the VDI suites is handled the same way as AIS activation for MDOP customers outside of the VDI suites.
Upgrade/Downgrade Options
Windows Server Upgrade Options
Previous versions of Windows Server can be upgraded to Windows Server 2008 R2, as shown below. Volume Licensing customers who have Software Assurance (SA) on Windows Server Standard, Enterprise, or Datacenter editions can opt for either Windows Server 2008 with or without Hyper-V. Once they decide, they will not be able to switch. Upon renewal of their SA, they will acquire the appropriate SA renewal SKU.


Windows Server Downgrade Rights

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