Rijkswaterstaat v. VMware and Broadcom was an interim relief action (kort geding) that the State of the Netherlands, acting for Rijkswaterstaat (RWS), brought in 2025 in the District Court of The Hague against VMware Netherlands B.V., VMware LLC and Broadcom Inc. RWS relies on perpetually licensed VMware software to manage infrastructure such as tunnels, locks and bridges. It asked the court to require Broadcom to keep supporting that software after its support contract ran out, so that it could migrate away. On 27 June 2025 the interim relief judge held that, in the circumstances, Broadcom had to enable RWS to leave VMware and that failing to provide adequate support in the meantime was contrary to the duty of care owed to RWS. The court ordered VMware LLC and Broadcom Inc. to ensure that RWS receives support for up to two years from 23 July 2025, against payment of EUR 1,765,191.36 a year, on penalty of EUR 250,000 per day up to EUR 25 million.[1][2]
Background
RWS is the executive agency of the Dutch Ministry of Infrastructure and Water Management. According to the judgment, it had used VMware products for more than 15 years for virtualisation in the IT systems that manage and operate national roads and waterways. It held perpetual licences for VMware vSphere and related products, including NSX, vSAN, vCenter Server, Aria Automation and Operations and Site Recovery Manager, and had spent “many millions” on them. Its most recent perpetual licence purchase was in November 2023.[1]
RWS bought VMware products and support through resellers under framework agreements, not directly from VMware. The court described the support as help with questions, fixing faults, continuous patching and updating, including against cyber threats, and new versions from time to time. RWS had renewed support in three-year terms. The last support agreement dated from 23 July 2021 and would end on 22 July 2024.[1]
The court quoted VMware’s lifecycle policy, as published on VMware’s website until at least 2023. The policy described a General Support phase with maintenance updates, upgrades and security fixes. For vSphere, vCenter and ESXi, the site stated until July 2024 that VMware would offer seven years of support from the general availability of a new major release.[1]
Broadcom took over VMware at the end of 2023 and announced in December 2023 that it would move to a subscription model priced per core.[1] The wider commercial change is covered in VMware perpetual licensing end of availability.
The dispute
Negotiations from 2024
The court found that in spring 2024 RWS’s resellers could not make a suitable offer to renew support. Broadcom said it did not want to renew the support agreement. Instead it made an indicative offer covering both use rights and support, including VMware Cloud Foundation, of EUR 18.65 million for three years.[1] Broadcom then extended support at short notice, first to 30 September 2024 and then to 1 November 2024. On 1 August 2024 RWS received its first reseller quotes, for subscriptions combining use rights and support, at EUR 16.5 to 16.9 million for three years. Broadcom said the price reflected a discount of EUR 5.3 million for the perpetual licences RWS had bought in 2023. A report commissioned by RWS put the annual cost increase at 85 percent.[1]
Shortly before 31 October 2024 Broadcom offered, and RWS accepted, a limited one-year extension known as a Stated Out Year Renewal (SOYR), ending on 23 July 2025. The court noted that the SOYR did not include new versions. In March 2025 RWS told Broadcom it intended to phase out VMware over two to three years and proposed paying at most EUR 2.2 million a year for support in the meantime. Broadcom rejected further extension of the SOYR, saying it had been a one-time renewal of an expired agreement and that Broadcom had moved to a subscription model. Broadcom also refused exit support and refused to give RWS source code with which RWS or a third party could provide support.[1] RWS’s own account is that the one-year SOYR was too short to complete a migration.[2]
The claims
RWS issued its summons on 28 April 2025. Its primary claim was an order that Broadcom continue support, described as “maintenance updates and upgrades, bug and security fixes, and technical assistance”, as exit support for its perpetually licensed products until it had phased them out, for at most three years from 23 July 2025, at EUR 1,765,191.36 a year with indexation. In the alternative, it asked for access to the source code of those products solely for maintenance and support. RWS based its claim on tort (onrechtmatige daad). It argued that Broadcom had cut short the products’ lifecycle, breached the duty of care owed by IT suppliers and abused its position.[1]
Broadcom argued, among other things, that RWS had accepted the risk of losing support in a June 2024 email and that the claim should have been brought against VMware International Unlimited Company, an Irish entity, in arbitration in Ireland. Broadcom said that after July 2025 it would still provide critical security patches for perpetual licences. RWS stated, without contradiction, that this was not enough for safe operation of the infrastructure.[1]
Decision or outcome
The court held that it had international jurisdiction because RWS alleged a tort by VMware LLC and Broadcom Inc. causing damage in the Netherlands, and that Dutch law applied under Article 4(1) of the Rome II Regulation.[1]
It was not disputed that Broadcom was in principle entitled to change its product offering and sell licences with support as subscriptions instead of perpetual licences with support. The question was whether Broadcom had to let RWS decline the new, more expensive offer by continuing support for a period as exit support.[1] The court’s reasoning was as follows:
- Expectations. A series of three-year support agreements did not by itself entitle RWS to renewal on similar terms. But under VMware’s published lifecycle policy RWS could expect seven years of support for certain products, which RWS said meant support until October 2029 for some core products. Nothing showed that RWS should have expected to lose adequate support for its perpetual licences and to have to pay again for the use rights.[1]
- Timing and dependence. RWS learned of Broadcom’s first, indicative prices only in May 2024, with the support agreement ending in July 2024. The parties agreed a migration would take two to three years, and they referred to a Gartner report estimating 18 to 48 months. The court held that this was therefore not a “free commercial negotiation” between two large professional parties and said RWS was trapped (“klem zat”).[1]
- No suitable offer. Broadcom’s offers were considerably more expensive each year than RWS’s previous support fees, even with discounts. Broadcom had not shown them to be reasonable in the light of the perpetual licences, the lifecycle policy and RWS’s dependence. By not ensuring that RWS received enough support to keep the products working while it left VMware, Broadcom acted contrary to the duty of care owed to RWS.[1]
- Own fault. RWS’s June 2024 email accepting the risk of support lapsing did not mean it had given up its right to exit support.[1]
- Which entity. The court rejected the argument that RWS should have sued VMware International, because Broadcom had never communicated clearly which entity RWS should deal with and RWS had always dealt with employees of VMware Netherlands. VMware LLC was held able to provide the support or have another Broadcom entity do so, failing which Broadcom Inc. as parent. The claim against VMware Netherlands B.V. was rejected because it was essentially a sales channel and was not shown to be able to comply with an order.[1]
The court ordered VMware LLC and Broadcom Inc. to ensure that RWS receives support after 22 July 2025 for the perpetually licensed VMware products in use, until RWS has phased them out and for at most two years from 23 July 2025. The order applies against payment by RWS, through the reseller, of EUR 1,765,191.36 a year, indexed to the Dutch consumer price index. Broadcom had not contested that amount. The court set a penalty of EUR 250,000 per day of non-compliance, up to EUR 25 million, and declared the judgment provisionally enforceable.[1] The court said that, unless the parties settled, proceedings on the merits would have to decide the final price of continued support.[1]
Significance for software licensing and SAM practice
The judgment is an interim relief decision under Dutch law. It is based on a duty of care in tort in the particular facts: a public body managing vital infrastructure, a long dependence on the product, recent perpetual licence purchases, and a published lifecycle policy. The court accepted that a vendor may change its licensing model; what it required was a reasonable exit period.[1] Dutch interim relief rulings do not bind courts in other cases.
For licence and vendor managers the case bears on:
- Support for perpetual licences. A perpetual right to use software does not include a right to future support, but the timing of a support withdrawal and the vendor’s earlier published commitments may matter.[1]
- Security patches. The court treated critical security patches alone as less than the support needed for safe operation in this case.[1]
- Buying through resellers. RWS had no direct contract with Broadcom and its resellers could not make an offer, which shaped how the dispute developed.[1]
Related disputes over VMware support after the acquisition include AT&T v. Broadcom. An overview is in Software licensing litigation.
Lessons learned
- Keep the lifecycle evidence. The court relied on VMware’s published lifecycle policy, including the statement of seven years of support from a major release, to find that RWS could expect continued support. Archive the vendor’s support policies and product lifecycle pages as they stood when you bought.[1]
- Plan the exit early. RWS saw its first prices two months before its support ended, while a migration was estimated at two to three years. The court found that this left RWS dependent on negotiating with Broadcom. A migration plan and budget prepared when a vendor announces a model change shortens that dependence.[1]
- Know the contracting entity. Broadcom argued that the right defendant was an Irish entity subject to arbitration, and the claim against the Dutch sales entity was rejected. Record which entity grants the licence and provides support, and what dispute clause applies, before a dispute arises.[1]
- Contract for exit support. RWS had to rely on a general duty of care in tort in interim proceedings, and the final price was left open. Terms that fix support continuation, notice periods and exit assistance give more certainty than litigation.[1]