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With downgrade rights, users are allowed to acquire Windows Server 2012, but continue to use Windows Server 2008 R2 until they are ready to upgrade. When they are ready for Windows Server 2012, they already have the license.
Windows Server 2012 to Windows Server 2008 R2 downgrade rights are an user right, documented in the Software License Terms that clients accept upon first running Windows software. Qualifying IBM Distributors are authorized to distribute Windows Server 2008 R2 ROK downgrade editions with the distribution of Windows Server 2012 ROK upon an user request.