VMware LLC v. Siemens AG is a copyright infringement action that VMware, a Broadcom subsidiary, filed on 21 March 2025 in the United States District Court for the District of Delaware against Siemens AG and six of its US affiliates.[1] VMware alleges that Siemens downloaded, copied, distributed and used VMware software beyond the licences it had bought. Its main evidence is a product list Siemens AG sent in September 2024 to request a support renewal.[1] Siemens has not answered the complaint. It moved to dismiss, arguing among other things that a forum selection clause required the dispute to be heard in Munich.[2]
On 10 February 2026 a magistrate judge recommended denying the forum motion, granting dismissal of Siemens AG for lack of personal jurisdiction, and letting the claims against the US affiliates proceed.[2] Both sides objected. As of 30 September 2026 the district judge had heard argument but no ruling appeared on the public docket, and none of the allegations had been decided on the merits.[3]
Background
The court’s summary of the pleadings says that VMware and Siemens AG signed a Master Software License Agreement (MSLA) on 28 November 2012. Under the MSLA, a 2021 amendment and a separate 2021 Enterprise License Agreement (ELA), Siemens AG and its affiliates obtained licences to VMware products and the matching support services. VMware alleges that Siemens AG was the contracting party responsible for compliance by the US affiliates.[2] The MSLA is governed by German law. Section 9.17 gives the courts of Munich exclusive jurisdiction over “any dispute arising out of this Agreement”. Section 9.18 lets either party seek injunctions to enforce its intellectual property rights “in the courts of any country, state or other territory which accepts jurisdiction”.[2]
On 9 September 2024 Siemens AG sent VMware a list of products for which it wanted to renew support (the “September 9 List”).[1] Throughout September and October 2024 the parties corresponded through German counsel. VMware agreed to provide support for the listed products on conditions, “reserv[ing] the right to seek compensation for the unauthorized overage of its software and support services”. On 29 October 2024 Siemens AG “retracted” the September list and sent an updated one (the “October 29 List”).[2]
The dispute
VMware’s allegations
VMware’s complaint pleads three counts: direct, contributory and vicarious copyright infringement under the Copyright Act, 17 U.S.C. § 101 et seq.[2] VMware alleges that the September 9 List included “a large number of products for which it had no record of Siemens AG purchasing a license”. It argues that Siemens AG had every reason to make the list accurate, because it controlled both Siemens’s exposure to infringement claims and the support fees Siemens would pay.[1] VMware alleges that Siemens AG insisted the list was correct and threatened legal action if VMware did not accept it. It says it agreed to provide support “under protest” and reserved its rights.[1]
VMware further alleges that Siemens AG never credibly explained why it withdrew the September list. It also alleges that Siemens AG “resisted VMware’s efforts to independently verify the number of products it was using, through an audit or by running a script on its systems”.[1] To support infringement inside the United States, VMware alleges that the software must have been downloaded from VMware portals and servers located in the US. It also alleges that, according to the October 29 List, about 20 percent of the VMware products, “totaling more than 23,000 deployments”, were deployed in Siemens’s US operations.[2] VMware seeks actual damages and profits attributable to the alleged infringement, and an injunction.[1]
Siemens’s motions
Siemens did not file an answer. It brought two motions (D.I. 17 and D.I. 22).[3] The first sought dismissal under forum non conveniens, on the ground that MSLA § 9.17 requires the dispute to be litigated in Germany. The second sought dismissal of Siemens AG for lack of personal jurisdiction, and dismissal under Rule 12(b)(6) “to the extent [the complaint] alleges copyright infringement for actions that occurred outside the United States”.[2] Siemens argued that VMware’s claims were a “dispute arising out of” the MSLA because the complaint relied on it. VMware answered that its copyright claims did not arise out of the MSLA, and that § 9.18 carved them out in any event.[2] The motions were referred to Magistrate Judge Laura D. Hatcher on 2 October 2025, and she heard argument on 18 November 2025.[2]
Decision or outcome
In her report and recommendation of 10 February 2026, the magistrate judge recommended:[2]
- Denying the forum non conveniens motion. She noted that the defendants had “ducked multiple invitations” to confirm that they would raise the MSLA as an affirmative defence. At argument they said only that they would plead that they were “licensed”. She added that the defendants had “not articulated a basis” for finding that the copyright claims fell outside the § 9.18 carve-out, which she read as “not confined to preliminary injunctions”. She concluded that the defendants had “not met their burden at this stage” to show that the claims were within the forum selection clause.
- Granting the personal jurisdiction motion as to Siemens AG. She found that VMware had not made out a prima facie case for jurisdiction over the German parent under Federal Rule of Civil Procedure 4(k)(2). This would remove Siemens AG from the Delaware case.
- Denying the Rule 12(b)(6) motion on extraterritorial conduct. She found that disputes over which acts were “infringing act[s] in the United States” were “better suited for the discovery process”.
A report and recommendation is not a final decision. It takes effect only if the district judge adopts it. VMware and Siemens each filed objections on 24 February 2026 and responded to each other’s objections on 10 March 2026. On 26 August 2026 Judge Andrews set a hearing on the motions, the report and the objections for 23 September 2026.[3] No ruling on the objections, no settlement and no answer from the remaining defendants appeared on the public docket as of 30 September 2026.[3]
Significance for software licensing and SAM practice
The case is pending and none of VMware’s allegations has been decided. Two points are already on the court record:
- Deployment data supplied for support renewals. VMware’s case is built on a list the customer itself sent to renew support. VMware describes it as a reliable record of what Siemens “actually had downloaded, copied, distributed, and deployed”.[1] Whatever the outcome, the pleadings show how a support or subscription renewal quote can bring deployment counts into a compliance dispute. They also show why those counts need to be reconciled against entitlements before they are sent. See effective license position.
- Audit clauses versus copyright claims. VMware alleges that Siemens resisted an audit or script-based verification, and it sued for copyright infringement rather than breach of contract.[1] The recommended ruling on forum turned on how the licence agreement’s forum clause and IP carve-out were drafted, and on whether the customer invoked the agreement as a defence.[2] Practitioners reviewing software license audit exposure may find it useful to read the forum, governing-law and IP-enforcement clauses together.
For the licensing context after the Broadcom acquisition, see VMware perpetual licensing end of availability and AT&T Services, Inc. v. Broadcom Inc..
Lessons learned
- Renewal data is evidence. VMware’s case is built on a product list that Siemens itself sent to renew support, which VMware describes as a record of what Siemens had deployed.[1] Deployment counts should be reconciled against entitlements before they are sent to a vendor.
- Read the dispute clauses together. The recommended ruling on forum turned on how the agreement’s Munich forum clause and its IP-enforcement carve-out were drafted, and on whether the customer invoked the agreement as a defence.[2]
- Copyright claims are an option for vendors. VMware alleges that Siemens resisted an audit or script-based verification and sued for copyright infringement rather than breach of contract.[1] Refusing verification does not necessarily keep a dispute within the contract’s audit process.