Windows Server and CAL question for Virtual Server use

I wish to purchase a new server for use as a VMware ESXi host.
It will have two VM guests on it - both running Windows Server 2012 Standard R2 (or 2008 Standard R2 if we have to downgrade for compatibility).  As I understand it, the Windows Server 2012 Standard R2 license will allow me to do this with the one license.

The question I have is with CALs...  
To be compliant, I understand we need CALs for all devices/users that will be using the server (be it for AD/DC/DNS, Application serving or just File Sharing).  
If we have 30 users with one computer each it doesn't really matter which type of CAL I purchase, but will the CALs I purchase make us compliant for using BOTH virtual servers (because they're the same OSE license) or will I have to purchase 2 CALs for each user/device?

Also - as a side question - does the downgrade rights still allow me to use the same Server OSE license for two VOSEs?
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Reece DoddsAsked:
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Cliff GaliherCommented:
Windows CALs, whether per user or per device, have always (or for the last 15+ years) covered all servers in a domain.so it isn't even that they are on the same physical srver. Back jn 2001, you could run 5 physical 2000 servers and each user CAL covered that user for ALL FIVE servers. Nothing has changed.

As far as downgrade rights, they grant you the right to run an older version in your physical or virtual environments, but do NOT change licensing. So, for example, 2012 is licensed where a standard license is required for every two processors. 2008 R2 enterprise was not. 2008 r2 is a legitimate downgrade right for 2012 R2 standard. And someone may choose to do so because of some of the features that 2008 R2 enterprise had that 2008 R2 standard did not, such as larger memory support or DFS-R enhancements. You *can* downgrade to 2008 R2 enterprise for physical, virtual, or both.

You CANNOT use 2008 R2's licensing though. So if you have 4 processors or want to run 4 VMs, you can't just exercise downgrade rights and get that for free. You still must comply with 2012 / r2 licensing and buy 2, 3, 4 licenses to cover your processors or VMs, even if they are downgraded OSEs.
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Reece DoddsAuthor Commented:
so a single-processor ESXi host can use Standard 2012 R2 on both of its VM guests right?  (1cpu, 2 VM's)

I cannot use downgrade rights to run Standard 2008 R2 on both VM guests - I'd have to purchase two Standard 2008 R2 licenses (or Standard 2012 R2 licenses and run as a downgraded OSE for each VM guest), but, I could use downgrade rights to run Enterprise 2008 R2 on both VM guests (and still have two left over)?  Is that what you mean?
If so, why wouldn't someone just run Enterprise 2008 R2 if they choose to downgrade?
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Cliff GaliherCommented:
No. You *cannot* use enterprises 1+4 licensing rights. Even though you downgraded, 2012/R2 licensing is still in effect. So up to 2 VMs on up to two processors. The VMs can be anything you are allowed to downgrade to. So two enterprise VMs. Or two standard VMs. Or a 2003 and a 2008 standard VM each. Just so long as the downgraded OS is a granted downgrade right (so you can't downgrade from 2012 Standard to 2008 R2 datacenter simply because that is not a supported downgrade right) and as long as you comply with the CURRENT (NOT DOWNGRADED) licensing.
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Reece DoddsAuthor Commented:
wait - I misunderstood.
This image (which is a screenshot of the same table in http://download.microsoft.com/download/4/D/B/4DB352D1-C610-466A-9AAF-EEF4F4CFFF27/WS2012_Licensing-Pricing_FAQ.pdf) basically says that I am compliant if I run Standard OR Enterprise 2008 R2 as a downgrade for BOTH VM guests as they are a VOSE covered under the Standard 2012 R2 license agreement.

Downgrade Use
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Cliff GaliherCommented:
Correct.
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Reece DoddsAuthor Commented:
and the 30 odd CALs we buy will cover the use of both VM server's (whether they're 2012 or 2008) and any other servers we're using in the same office (even our old Standard 2003 server if I was in a "get compliant" mood)?
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Cliff GaliherCommented:
I won't go so far as to say "any" ...refer to the CAL. But the general sentiment is accurate. Do 2012 CALs still cover 2000 or NT4? I don't know and I don't feel compelled to read a EULA for you. It wont cover a future server either. If when server 2014, 2015, or 2016 ships, it'll likely need new CALs. But CALs do cover all severs of a reasonable current and older version in the domain. Refer to the license agreement of the CAL for specifics.
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Reece DoddsAuthor Commented:
Thanks!
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