This article will explore both why software audits happen, at all; why many software vendors are becoming much more aggressive in initiating and conducting detailed, distracting, often contentious software “compliance audits”; and the contracting, intellectual property, compliance, and business continuity risks associated with such audits. It will then discuss the significant issues and options associated with reviewing, drafting, and negotiating audit clauses in software licenses and practical, effective steps to mitigate the varied audit-associated risks.