What is OEM Software?

The enterprise OEM software market is a large and lucrative segment of the software industry.

This article is intended for those who want to learn more about how companies can negotiate with their technology providers. It includes a variety of perspectives from buy-side and sell-side employees as well as personal experience, in order to provide an array of ideas.

In order to understand what OEM software is, we need to define it. Enterprise-level versions of a program are called OEM software.

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Understanding OEM software Pricing Models

When a software company (the licensor) licenses its product to another, the latter can add new features or modify existing ones.

Here are a couple of examples:

  • These apps are designed to analyze data in more than one way, which is helpful for analyzing different types of information.
  • The software company that created this CRM application has a new tool called “natural language search technology” which allows users to input phrases into the system in order to find records.
  • ERP systems can use graph database technology to store and analyze relationships between various data sets.
  • A supply chain management system provides access to BI applications.

The new joint solution is improved by having the OEM technology embedded into its application, providing increased value to the end customer. The licensor enjoys a new revenue stream and specialized expertise from their partner while maintaining ownership of all aspects of development in-house. The licensee reaps benefits with specialization that are not possible when doing everything themselves. Finally, customers receive an innovative product at lower cost.

One way that OEM software is distributed is by embedding it into an existing application or platform. This form of distribution can be accomplished through the “OEM channel.”

If the software is being sold through a third party, this would be considered reselling. These companies usually sell to channel partners or consultants who then provide services around that product for an added value. The company makes money on the margin of its products and their service.

For example, Accenture has a client that pays them $2 million for customized training and implementation of their CRM system.

Enterprise software companies rarely sell licenses because they are focused on selling their own product. OEM agreements do not have this problem as the licensee has a better product to offer with added value from the OEM partners branded inside of it.

Many companies use OEM software and it can be found in many different sizes. For example, we have the Dell Enterprise Solutions that range from $1000 to over a million dollars per license.

  • MicroStrategy
  • SAP
  • Sophos
  • OpenText

Licensing OEM software Sellers

OEM licenses are larger than direct to end-user contracts because the licensee is usually pushing out software to their entire customer base or a large portion of it. One OEM contract can give thousands or tens of thousands access to licensors software.

The decision to license third-party software is a complex one, and many groups within the company will have an opinion on it. Product management, engineering, customer success, sales and marketing departments all play a role in determining whether or not this should be done.

Deciding to move forward with OEM partnerships is a strategic decision because it can have an impact on the company as a whole. The final decision-maker for smaller companies usually comes from the C-suite, and at larger companies it’s typically coming from the GM or business unit owner.

New OEM Software Structure

When you are trying to put together an OEM contract, there is a lot of variables that will affect the value and cost. So it’s important when negotiating price with your manufacturer to define all parameters beforehand so you can be sure what they mean before deciding on any assumptions.

A critical parameter that will affect the pricing and go-to-market strategy is whether or not a company chooses to include embedded OEM software as default for all customers, or make it an optional option.

Ship by default is usually the best way for partners to work together because there are no complications or headaches that come with making decisions. The OEM software becomes part of the application without any input from you, which means less friction.

If the OEM technology used is different, customers may perceive value differently. Some might see this as a must-have while others would only want it if they are buying new products.

The licensee, who pays for the technology up front, will be looking to negotiate a volume discount on shipping.

In some cases, a ship by default model may not work. The licensee may refuse to pay for the broader license or it might only be needed in specific situations. In this case, there is an option available where you can provide your end-customer with more features as long as they are willing to purchase them.

The ship by option strategy can create tension in the sales cycle and may limit distribution, but it is a great way to do business when there are other factors that should be considered. With this approach, manufacturers will not receive as many volume discounts because they only make smaller commitments.

Co-Marketing: When the licensee is shipping as an option, its in both partners best interest to market their combined solution. The licensor may provide Marketing Development Funds (MDF) and other marketing assistance for co-marketing initiatives.

White labeling is when the licensee puts a different company’s software in their own program without acknowledging that it came from another company. Branded, on the other hand, means putting logos and names of both companies all over.

A small company partnering with a larger one can get more out of their partnership if they adopt the partner’s software.

OEMs that have been established for a long time and are well known can also help the licensee by adding credibility to their product. In this case, it may be in the best interest of both parties if they promote this relationship on all promotional materials.

Some licensees are hesitant to share their use of third-party software with customers because they do not want the customer trying to buy from the OEM directly. It is more likely that they view it as a competitive advantage and therefore do not want competitors knowing what software they have licensed.


The licensee may request exclusivity in the contract to keep a tight grip on their OEM relationship. If they agree, then the licensor will commit not to sell to companies on that list for a certain period of time.

Exclusivity is appealing to the licensor if they are compensated for what would have been their opportunity cost. The exact list of companies and duration of exclusivity will be used in determining how much it costs a company to get an exclusive license.

Deployment options

A company can offer a license for the software to be hosted by either them or their customer. This is done depending on what type of customers they have.

In order to maintain a higher level of security, the licensee may have to host or enable their customer to do so when selling into specific verticals. This requirement often arises in cases where performance and integration are essential; reducing latency between an application and our solution is key.

When a licensee prefers to have the licensor host, it will be for two reasons. One is that they want someone elses security and integration capabilities while another reason would be if there are significant development operations (DevOps) involved in the project. However, because of these extra costs on behalf of the licensor hosting company, this can make things more expensive for both parties.

OEMs may also want to consider a hybrid approach, where the OEM takes on hosting responsibilities but outsources DevOps. This is an option for those who are looking to outsource their hosting responsibility while retaining ownership of upgrading and maintaining server infrastructure.


The company that is licensing the OEM product will sometimes need to do custom development work for their licensee if they have specific needs or requirements.

The more customization that is desired, the more resources will be needed on both ends of a license agreement. If something goes wrong with the project due to these changes, costs may increase significantly for either party.

Pricing models

In order to avoid any obstacles, a company needs to make sure that their pricing model does not interfere with the licensees sales process. For example: -If you sell through an ecommerce site and require upfront payment for all products (e.g., subscription service), then your partner will need time and effort to adapt this new system before they can start selling successfully.

  • I found a license for my software, but it was based on the number of people who were using it.
  • When the licensee does a large deal, they occasionally get customers who expect discounts. However, when these types of deals come up there is no volume discount schedule in place to accommodate them.
  • The OEM should have a pricing model that works well with the licensee’s, and they can incorporate some release valves for unique selling scenarios on the licensees side.

There are many pricing models that can be used for licensing. These include fixed-price, cost plus a margin, volume discounts and performance bonuses.

Royalty models are based on a percentage of revenue. The licensee pays the licensor for each sale they make to their customers, with an agreed-upon amount that usually falls between 1%-10%. This is only applied if there has been value added by both parties and it will be negotiated case-by-case.

The per customer price is a simple method of pricing that can be difficult to set. The pre-defined prices are often categorized by tiered levels and provide different discounts for end customers depending on their type.

Tier pricing is a type of pay-per-customer model that takes into account the size and scale of an end customer company. It also includes volume discounts based on how many seats are deployed or features are used.

It is often more difficult to negotiate a deal with this model because so many different variables need to be considered. The calculations are not as transparent compared with doing straight royalty deals, and per customer pricing can have drawbacks.

A standard usage metric is agreed upon with the end-customer. Usage can be based on factors such as how many seats, data volume processed or API calls per seat and not just price.

A flat fee is not the most common way to license software, but it can be a good option for smaller companies who want their work to make an impact on large multinationals.

When a company is large, they can pay more upfront and take on larger discounts. This makes sense because their cash flow does not matter as much.

The benefit of this system is that it can help with cash flow and create a good impression for investors. It also provides an upfront payment instead of the variable commission structure where pay depends on success, which might leave money on the table over time.

For a deal to be fair, the licensee must provide as much information about their past and future revenue as possible. This way both parties can negotiate fairly and come up with an agreement that makes sense for both of them.

A perpetual OEM license is a little more uncommon these days. Investors and executives are putting an emphasis on ARR, but it’s still worth considering for the right deal between two companies that would be mutually beneficial.

When a company purchases software with perpetual licensing, they can choose to amortize the cost of that purchase over multiple years. This is beneficial because it does not affect their product margins and sales figures in any way.

With a software license, the licensee gets upfront payment and benefits from annual revenue streams.


You need to have a clear idea of the deal framework before you start negotiating pricing because it can be difficult and time-consuming. If all the details cannot be decided on in advance, then agreed upon assumptions should be made for all variables by both parties.

Designing the best deal upfront can make negotiations easier and more productive. It also means that both parties will be able to openly discuss what is best for them without posturing around price.

Designing the best deal structure is not just about what you are willing to pay, but also how much value you want for your money. Once both parties have defined their desired goal in writing, it becomes easier to negotiate pricing within that framework.

If there is a disagreement on pricing, the party that proposed the deal structure can then alter it to meet their needs.

Licensors can make adjustments to their product pricing if the licensee is hesitant, such as branding instead of white-labeling.

Minimums: The licensee must meet an annual minimum commitment in order to make the relationship with the licensor appealing. This is either paid upfront or over quarterly payments, and once it’s met, the contract starts paying out based on pricing metrics agreed upon at signing.

It is important to have the reporting responsibilities clearly defined in an agreement so that all of the information can be tracked. The licensor will request audit rights which are necessary for transparency between both parties.

Assessing the OEM Channel

If a company is looking to gain the benefits of scale, then they should consider licensing their product through an OEM. This will allow them access to leverage and customer base as well as providing major discounts off list price in exchange for giving up higher profit margins that could be obtained by going direct with customers.

Does my channel hurt or help me? If I sell through channels, will the revenue increase outweigh any lost margin from going direct to customers and cutting out distributors and retailers altogether?

When you sell through an OEM channel, it’s important to assess the competitive overlap and potential revenue loss due to a competing product. You will have more customers using your software but with lower profit margins because of volume discounts needed in order for them all to use your products.

Finding the right partner for your business can be tricky. You need to make sure that you are not giving up too much of your margins by choosing an OEM channel, but at the same time making enough revenue from their channels in order to keep them around.

The benefits of a larger customer base outweigh the negatives from lower profit margins.

When deciding on the best course of action, it is important to consider how long you are willing to wait before seeing a return.

A company may choose to give more weight on speed of market over profit margins, or they might pass up opportunities for higher short-term profits in order to build a long-term strategy.

If you are very successful in a particular vertical, and worry that there will be too much competition from your OEM partner, one solution is to limit the markets they can sell to.

For example, if your company is strong in finance and has a reputable name brand that the OEM partner would not want to tarnish by competing with you or selling into markets where they do not have an established reputation then you can negotiate terms for them to only sell within certain markets. The opposite situation may be true as well; If your company does poorly in one market while the OEM partners excels there than it might make sense for himher to keep his dominance of this specific vertical.

Benefits of selling via an OEM channel and Who are Selling OEM Software

When you have a strategy in place, the risk of competition and cannibalization can be eliminated. If these risks are worth it to your company then there is much upside when selling through an OEM channel.

Access to new markets and verticals

I have found that there are many markets where my company has not been successful, but when I create an OEM partnership with a distributor in the area they can often access new customers. One example is federal government markets which take years to develop.

When you are new to the federal government market, it is a challenge to gain relationships with agencies and departments. Partnering with an established company can help tremendously because they already have years of experience in this industry.

For industries like finance and pharma, where it takes a lot of time to enter the market with their high entry costs in terms of money and expertise, this strategy can be applied.

Market exposure

OEM channels are often used by companies to get their products in front of a lot more people. If done correctly, an OEM channel can lead to credibility and market exposure.

It is important to find a partner that will not just provide the platform, but also includes branding so you can show your company’s logo somewhere in their interface. This way, credibility and market exposure are achieved at no cost.

Expanded customer base

When you have a customer base, it’s easy to find new customers. When your technology is being distributed through an OEM channel with limited functionality, there are opportunities for direct or indirect upsells of supplemental products and services.

An OEM company that provides NLQ functionality to other businesses could then offer their customers the added feature of voice-activated queries. This would be an upsell across all of your partner’s customer base, either directly or indirectly depending on what type of GTM strategy you choose.

Even if you dont have a supplemental product to offer, the fact that your customers are already indirectly buying from you puts them in an advantageous position when it comes time for them to buy again.

A company might be selling AI technology to identify fraud in internal accounting systems. They could then offer the end-customers the ability to extend those capabilities outside their own system, for example, by adding them on top of another software they are using or as a stand alone product.

Acquisition accelerator

When a smaller company licenses its software to a larger one, it often becomes an acquisition target. One way of making the chances of this happening higher is by structuring licensing deals that have certain limitations on the large company’s access and distribution rights. This could mean limiting their customer base or providing limited customization capabilities.

When a company goes OEM, they are signing an agreement with the larger company that will not only create working relationships but also validate and value their technology. This makes it easier for the large corporation to think about buying out this smaller business.

– A clear company vision, – The opportunity to learn and grow with the companyteam, – Opportunities for advancement in an area of interest.

  • Keeping the software that I sell to my customers a secret from competitors is one of the most important ways for me to stay competitive.
  • We were able to make changes in the OEM software so that it could meet new needs and requirements.
  • A new OEM Center of Excellence is created to attract talent and expertise in order to fill the company’s needs.
  • Improve the supportability of OEM software and allow for custom deployments.
  • To increase margins, eliminate royalty payments.

Using an OEM go-to-market strategy

When you’re done with market research and have validated demand, it’s time to decide on the best strategy for manufacturing. Here are some things that might help.

Target market identification

When you are going after OEM sales, it is important to have a plan that details exactly who your target company will be and what the unique proposition will entail. Your value proposition should come from a business standpoint first with technology as an enabler of those outcomes.

To help you create a successful go-to-market strategy, here are some questions to ask yourself: 1. What does your company do? 2. Who is the customer of our product or service? 3. Why should they buy from us instead of someone else who may offer the same thing for less moneyfor free (ease)?

  • What software will your customers use the most?
  • How are you going to increase the value of your product in those verticals?
  • How are you going to go about increasing these companies’ revenue and market share?
  • Who will be the most successful with this new solution?
  • Who are the people who will be most receptive to your product?
  • What joint GTM strategy options will you lead with?
  • Why should they buy vs. build?

Here is an example of how GTM can be used to answer these questions: “Salespeople are motivated by more than just pay. I now offer things like office space, competitive salaries, bonuses and commissions.”

Your company offers four categories of BI functionality:

  • Data connectors are an important tool for accessing data.
  • Data normalization is the process of ensuring that data in different databases, or datasets from various sources are comparable.
  • When it comes to analytics, data is the key.
  • This article will be about how to make the most of your data and present it in a way that is easy for people to understand.

After your market analysis, you found that many software applications have rudimentary data visualization and could benefit from licensing your product. You decouple the technology into a standalone service so it can be sold through an OEM channel.

  • PDA companies are the new frontier for sales. They have a lot of money and yet they don’t know how to interpret data.
  • Ten companies that account for 75% of the market are on top priority as potential acquisition targets. They are all highly competitive, which makes them an even better target.
  • The value proposition is that licensing your data visualization will give them a competitive edge, and they’ll win more deals by using it.
  • The people at the PDA companies that will benefit most from your data visualization are product managers and general management; they’re in charge of implementing it into their solution. They’ll be the ones you target.
  • You can help your customers get to market with a superior data visualization within three months. The sooner they see an increase in won deals, the quicker their turnaround time will be.

To determine the marketing and sales strategy for each vertical, you must first do a GTM analysis. The results of this will show what your low-hanging fruit is in that particular industry.

Dedicated sales team

When trying to find OEMs, you need more than just their name and contact information. There are many different variables that go into determining whether or not they will be a good target for your product. The number of potential customers available is significantly smaller than the total amount of end-customers.

Because OEM sales teams are focused on major corporations, they have to be more specialized and typically smaller than the average retail-focused team. Sales professionals who focus on this area of business usually have a lot of experience with complex deals at an executive level.

In order to be successful in the OEM channel, it is essential that a salesperson can manage both external and internal teams. In this type of environment, volume may not always mean success because deals are significantly larger. A good percentage of revenue for an enterprise company could come from its own channels.

OEM overlays

When developing your OEM channel, it is important to create an environment of cooperation between the direct sales team and the OEM sales force. If you want a strong relationship with end-customers who are also potential OEM customers, then this alignment will be crucial.

This organizational method is meant to diffuse conflict between the OEM and direct sales teams by incentivizing teamwork.

With a commission of 10% on deals, both the direct and OEM reps get paid. With a 1.5X structure each sales representative gets 7.5%. The key is to have all employees aligned so that they are working towards the same goal without any internal friction.

OEM sales cycle

OEM sales cycles are long and can take six to 12 months. If you want the cycle time for your company’s products to be shorter, then it is important that you understand why these times tend to be so long.

With OEM contracts, the company sells products to other companies who will then sell them on to their customers.

  • The licensee is more invested in the decision process, which can slow down time to a final product.
  • Implementing new products is dependent on when the product releases and start dates.
  • I learned the hard way that licensees are always in short supply of core development resources, so I make sure to require them from my partner companies.
  • Working with a lot of different divisions means that it takes time to get everyone on the same page and reach consensus.
  • Sometimes a C-level executive is needed to sign off on an idea.
  • Hiring freelancers is complicated because they are not employees, and the process of contracting them can be time-consuming.

The challenges faced by salespeople can be dealt with through a well-thought out strategy that includes timing and the right tactics. The threads should be worked on in parallel.

Here are some quick tips for speeding up the sales process:

  • You should begin by setting a target release date and then work backwards to create urgency.
  • Developers must sign a contract before development starts to make sure that they are legally obligated.
  • Make sure to invest in engineering resources so that you can focus on getting your integration efforts done as quickly and efficiently as possible.
  • Build relationships with everyone involved early on so that you can work in parallel instead of sequentially.
  • The first person I hired as a salesperson was the CEO, and he made it clear that this company’s top priority is going to be our customer.
  • I used to be hesitant about reaching out and introducing myself, but I’ve learned that it’s important to do so. It turns out that the more people you talk with, the better chance you have of finding someone who can help your business.
  • Start reviewing legal and INFOSEC policies as soon as possible.

Working with an OEM partner can be challenging. If they are not ready to commit, it is important that you do not just stick around and wait for them to change their mind. You should explore other avenues of contact like potential customers or marketing channels.

For a company that is looking to grow, it might be best to explore intermediate business arrangement strategies because the straight-to-OEM route may not always work.

Direct customer relationship

A great way to make a sale is to have joint customers with your target OEM. This gives you credibility and proves the value that you provide for their customer, which will help during negotiations.

Co-selling relationship

When OEMs are not ready to make an upfront financial commitment, it may be worth partnering with them in order to test the waters. The partnership will require some work on both sides, but this is a step in the right direction.

When you are using software that is not on your partners contract, it can be hard to get both the sales representative and end-customer happy. This could make for a difficult process in general but having joint wins with this customer will help foster relationships.

For example, a text analytics company has the technology to identify patterns in text and use this information for security purposes. A communications platform company is not yet ready to invest time or money into providing their customers with the same functionality.

If this is the case, then it would be best to co-sell with a communication platform and license its technology directly. Once there are some successful deployments or if customer demand becomes greater, then that relationship can become more strategic.

Resell relationship

This is a deeper relationship with your OEM target customer than co-selling. Now, you’re partner’s salespeople are actively selling your solution and the end user is licensing it on their paper which creates less friction between both parties. You’ll be able to get in front of many more potential customers because they are not getting confused by multiple vendors trying to sell them solutions.

Companies that are not direct competitors can still be successful. They can also help establish credibility and customer relationships to enable a more comprehensive deal.

OEM sales strategy

OEM deals are sold on two levels: business and technical. Purely technological requirements can drive the need for an OEM technology, but typically it is a company’s ability to make money that matters most. For a deal to move forward, potential partners must see demand from their customers and understand how integrating your product will increase revenue.

The best way to provide the OEM customer with a smooth and efficient experience is by developing systems that are specific for them. If you know what their concerns may be, then they will feel more confident in your company.

OEM support

When you are an OEM, technical support is much more challenging than when you’re just selling to end-users. It’s hard because your partner needs information and resources that they can’t get from their own customers; it becomes a game of telephone. Separate documentation, software development kits (SDK), and other tools need to be in place so the customer experience for both ends matches.

OEM integration

OEM partners need to be able to customize and deploy in different environments. The ability for OEMs to have robust SDKs, APIs that are flexible is critical because it allows them the opportunityability of running successful evaluations or POC’s.

Channel conflict

If you are an OEM partner, be sure to have a plan in place that will alleviate any concerns about channel conflict with your sales team. You want them to know how they can succeed and not worry too much about the relationship between the two teams.


One of the first questions your prospect will ask is “What’s it going to cost?” This question can be hard for a salesperson to answer because there are so many variables that determine price. The standard response should always be, “It depends.” However, this vague answer may cause distrust in the early stages of negotiation.

The best way to avoid this issue is to be prepared for it by having a response at the ready. A potential answer could be, “We will work with our partners and offer discounts based on volume.”

OEM marketing materials

OEM marketing materials are vital to show that your company is focused on OEM customers and ready for the challenges of supporting these clients. This means having high-quality, specific materials.

Selling to multiple divisions

Enterprise software sales can be difficult because buyers often have to come together before a decision is made.

There are many types of buyers for OEM software, and they all have different needs. These personas will need to come together in order to find a solution that is beneficial for everyone involved. A successful salesperson must be able to adapt their value proposition according with the desires of each persona.

A solid plan is needed to orchestrate successful outcomes with an OEM partner. The multiple teams on the manufacturer side need to be in sync at all times and have clear next steps written down so that deals are moving forward most efficiently.


The most important thing to remember when pitching a new technology is that decision-makers want numbers. They need the return on investment and how your company will positively affect their bottom line.

Product management

They will be focusing on finding new ways to use their resources more efficiently and work with other engineers in order to create a solution that satisfies the needs of everyone.


The technical team will be concerned with the integration and performance of this product. They are looking for elegant, flexible solutions that minimize risk to their company’s technology stack.

A successful salesperson will have a laser focus on how to increase value, beat the competition and close more business in as short of time as possible. A great leader also has an understanding of internal processes that can be leveraged for partnership opportunities.

A company’s customer success team is focused on staying in touch with customers and ensuring that they are happy. This may be done by compensating the team based on renewals or upsells to help them reach these goals.

Marketing is a key player in any business, and has the power to make or break your company. Although not always making decisions on how they will be executed, marketing can have an impact on every facet of a deal by either moving it forward or dragging it down.

Business Development is a tricky team to motivate, especially if you don’t know how they are compensated. You need to make sure that the BD goals will be met in order for them to feel successful.

For example, say a salesperson is compensated on the basis of partners who help them sell. In that case, it might not be in their best interest to move from partnering with other companies to being an OEM because there would likely be changes.

Procurement is always looking for the best possible deal, so you need to be prepared with concessions in advance. Have your agreement outlined and know what needs to happen before negotiations can go forward.

If you are dealing with an OEM, it is a good idea to have one or two provisions in the contract that you will be willing to change. For example, I know they want me to sign up for their liability insurance so I wrote in a clause about how we would work out coverage issues later.

Criteria for success

It is worth doing a review of the conditions that are necessary for successful OEM outcomes. This will need to be addressed in your sales playbook.

  • Market demand is the desire for a joint solution between OEM partners and their customers. Without this need, there will be no financial commitment.
  • Positive ROI: The investor needs to be able to quantify the return on investment and agree with it. This will be a key part of negotiation.
  • Product management alignment: The product managers are key to convincing engineering teams to work on the joint solution. They will have a lot of sway with getting engineers allocated.
  • Sales alignment is a crucial component of the sales process. Sales leaders will validate estimated sales projections and provide guidance on how much “add value” OEM technology can offer to the sale.
  • Technical alignment is crucial. If a company has the right conditions but can’t find engineering resources, it won’t be able to make any deals happen.
  • One of the most important aspects to cultivate in a company is cultural alignment. Every organization has its own culture, and having compatible cultures contributes to how well partners work together.
  • If you want to be successful in your OEM deals, make sure that there is a high level of executive sponsorship and approval. It’s important for companies on both sides to build relationships with executives early.

These partnerships are difficult, so trust and transparency between partners is vital. Creating all the conditions leading to successful outcomes requires a lot of effort from both parties in order for it to work out well. A good OEM partnership will require proactive management, coordination skills and some skillful execution if you want them to be effective.

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Justin McGill
About Author: Justin McGill
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