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FOIA Confidential Treatment

requested by Progress Software Corporation

pursuant to 17 C.F.R. § 200.83

Certain confidential information identified by “[***]”
has been omitted.

May 28, 2024

Chen Chen

Kathleen Collins

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re: Progress Software Corporation (the “Company”)

Annual Report on Form 10-K for the fiscal year ended November
30, 2023

Filed May 28, 2024

File No. 000-19417

Dear Ms. Chen and Ms. Collins:

We are responding to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
as set forth in the Staff’s letter dated May 6, 2024 (the “Comment Letter”) relating to the Company’s Annual Report
on Form 10-K for the fiscal year ended November 30, 2023. For ease of reference, your comments appear in italics directly above the Company’s
responses.

Please note that due to the commercially sensitive
nature of certain information contained in this letter, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter pursuant to 17 C.F.R. § 200.83 (“Rule 83”). We are redacting the information
from the version filed via EDGAR and replacing it with a placeholder marked with “[***].” The Company has provided an unredacted
version of this letter to the Staff and filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in
connection with the confidential treatment request pursuant to Rule 83.

Annual Report on Form 10-K for the fiscal year ended November 30, 2023

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Select Performance Metrics, page 29

 1. We note from your response to prior comment 2 that you include contracts
with terms of less than one-year in your ARR calculations based on the assumption that such short- terms contracts will renew. You also
state that the short-term contracts “typically” renew in a manner similar to annual and multi-year contracts. Please clarify
what is meant by “typically” renew and tell us the percentage of revenue and/or ARR related to short-term contracts for each
period presented. Also, tell us and revise your next Form 10-Q filing to disclose the renewal rates for such contracts to add context
to inclusion of short-term contracts in your ARR calculations.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that contracts with a term of less than one year represent new licenses purchased
by current customers whose existing annual and multi-year contracts are not yet up for renewal. These new licenses are intentionally structured
with a term of less than one year to align the contract renewal date of the new license with the contract renewal date of the existing
contract. At the time of renewal, these new licenses will renew with the same term as the existing contracts being renewed, such that
both set of contracts are “co-termed.”

In practice, we generally do not sell licenses
with a term of less than one year unless a customer is purchasing additional licenses under an existing contract and wishes to co-term
the additional licenses with the existing contract at time of renewal. Given this practice, the reference to “typically” means
that the renewal rate for contracts with a term of less than one year is the same or better than the renewal rate of our annual and multi-year
contracts. In our future filings, we will remove the reference to “typically” and revise our disclosure to describe the process
of renewal for these co-termed contracts. The percentage of contracts with a term of less than one year has historically represented between
1% - 2% of total ARR and revenue for any given period. Other than Net Revenue Retention rate, we have not, and do not, intend to disclose
renewal rates as we believe that ARR is the performance metric indicative of the health of our business.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

May 28, 2024

Page 2

FOIA Confidential Treatment

requested by Progress Software Corporation

pursuant to 17 C.F.R. § 200.83

Certain confidential information identified by “[***]”
has been omitted.

Please note the Company’s revised
definition of ARR is as follows (bold text represents new language, strikethrough represents deleted language, underline represents language
edits since our response dated April 15, 2024):

Annualized Recurring Revenue (“ARR”)

We are providing an disclose
ARR as a performance metric to help investors better understand and assess the performance of our business because our mix
of revenue generated from recurring sources currently represents the substantial majority of our revenues and is expected to continue
in the future has increased in recent years. We define ARR as the annualized recurring
revenue of all active and contractually binding term-based contracts from all customers at a point in time. ARR
represents the annualized contract value for all active and contractually binding term-based contracts at the end of a period.
ARR includes revenue from maintenance, software upgrade rights, public cloud, and on-premises subscription-based transactions and
managed services. ARR mitigates fluctuations in revenue due to seasonality, contract term and the sales mix of subscriptions for
term-based licenses and SaaS. Management uses ARR to understand customer trends and the overall health of the Company’s business,
helping it to formulate strategic business decisions.

We
define ARR as the annual recurring revenue of term-based contracts from all customers at a point in time. We calculate ARR by taking monthly
recurring revenue, or MRR, and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month,
monthly revenue from committed contractual amounts, additional usage and monthly subscriptions. ARR
reflects We calculate the annualized value of annual and multi-year
contracts, and contracts with terms less than one year, by dividing the total contract value of each contract by the number of months
in the term and then multiplying by 12. Annualizing contracts with terms less than one-year results in amounts being included in our ARR
that are in excess of the total contract value for those contracts at the end of the reporting period. We
generally do not sell contracts with a term of less than one year unless a customer is purchasing additional licenses under an existing
annual or multi-year contract. The expectation assumption
is that at the time of renewal, contracts with a term less than one year will renew with the same term as the existing contracts being
renewed, such that both contracts are co-termed. Historically contracts with a term of less than one year typically
renew at rates equal to or better than in a similar manner to annual or multi-year contracts.

Revenue from term-based license and
on-premises subscription arrangements include a portion of the arrangement consideration that is allocated to the software license that
is recognized up-front at the point in time control is transferred under ASC 606 revenue recognition principles. ARR for these arrangements
is calculated as described above. The expectation assumption is that the total contract value, inclusive
of revenue recognized as software license, will be renewed at the end of the contract term.

The calculation is done at constant currency
using the current year budgeted exchange rates for all periods presented.

ARR is not calculated in accordance
with defined in GAAP and is not derived from a GAAP measure. Rather, ARR generally aligns to billings (as opposed to
GAAP revenue which aligns to the transfer of control of each performance obligation). ARR does not have any standardized meaning and
is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of
revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the
active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

May 28, 2024

Page 3

FOIA Confidential Treatment

requested by Progress Software Corporation

pursuant to 17 C.F.R. § 200.83

Certain confidential information identified by “[***]”
has been omitted.

Notes to Consolidated Financial Statements

Note 18. Business Segments and International Operations, page 72

 2. We note your response to prior comment 4. Please expand on your analysis
supporting your conclusion that each of your product brands are similar for the purpose of providing disclosures pursuant to ASC 280-10-50-40.
As part of your response, ensure you address the following:

 · Describe each product in detail and discuss their similarities and differences.
For example, explain how MOVEit, a managed file transfer software for managing and controlling the movement of sensitive files is similar
to Semaphore, a semantic AI platform that transforms data into meaningful insights, or how OpenEdge, an application development platform
for business-critical applications needing high performance, high availability and flexible deployment options is similar to WhatsUp Gold,
a network infrastructure monitoring software that provides visibility into all network devices, servers, virtual machines, cloud and wireless
environments to find and fix network problems.

Response: The Company respectfully
acknowledges the Staff’s comment and has provided a detailed description of each of our products in response to the second bullet
of the Staff’s comment. We advise the Staff that all our products are similar in that they are all used in the software development
lifecycle (see Illustration 1 below) by software developers and IT professionals, our end customers, to (i) develop applications and websites
(referred hereinto as “Development Software”), (ii) deploy those applications and websites as needed (“referred hereinto
as “Deployment Software”) and (iii) manage those applications and websites safely and securely (referred hereinto as “Management
Software”). Development Software, Deployment Software, and Management Software each represent an aspect of the same software development
lifecycle methodology.

Our
executive leadership manages our business through the lens of this development lifecycle which is also embodied in our mission statement
as being a trusted provider of the best products to develop, deploy and manage high impact applications. Please refer to our “Mission”
brochure found on our website at https://www.progress.com/company.

Illustration 1: Software Development
Lifecycle

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

May 28, 2024

Page 4

FOIA Confidential Treatment

requested by Progress Software Corporation

pursuant to 17 C.F.R. § 200.83

Certain confidential information identified by “[***]”
has been omitted.

In addition to addressing a similar and
connected set of use cases, our products have similar end-users, share similar risks and opportunities for growth, are sold through similar
direct and indirect sales channels, and are subject to similar regulatory environments. Table 1 below outlines each of our products on
a comparative basis.

[***]

Table 1:

[***]

 · Describe the role that each of your products plays in enabling organizations
to develop and deploy mission-critical applications and manage data platforms, cloud and IT infrastructure.

Response: The Company respectfully
acknowledges the Staff’s comment and in response thereof, has described below each of our products and the role that it plays in
enabling organizations to develop and deploy mission-critical applications and manage data platforms, cloud and IT infrastructure.

Development Software

The Company’s Development Software is used to
develop applications and digital experiences that serve a wide range of business needs. Applications store, organize, modify, search,
access, and move data and content. They also analyze data and content, automate workflows, apply business rules and policies to transactions,
and provide engaging user experiences among other functions. Software Developers and IT professionals use the Company’s products
to meet these needs as follows:

OpenEdge – Software used to develop and
run mission-critical applications, includes an integrated relational database, a programming language and programming tools.

MarkLogic and Semaphore – Software
used to develop and run mission-critical applications that use complex unstructured data, includes a multi-model database, search and
semantic AI capabilities that provide context and make sense of complex data including the reduction of hallucinations in large language
model generated responses.

DataDirect – Software that is typically
embedded in enterprise applications and is used by those applications to connect to any number of data sources including relational databases,
NoSQL, Big Data and SaaS data sources.

Corticon – Software embedded in an application
or digital experience that is used to develop and run rules-based logic used in applications.

Developer Tools - Software used to develop
web and mobile user interfaces of an application.

Sitefinity – Software used to develop
and run digital experiences, including the management of content in websites, portals and applications.

MOVEit – Software used to securely transfer
files (which are a form of “data”).

Deployment Software

Modern applications are very complex. They include
many components, including front-end applications, back-end applications, data and content management systems, etc. In addition, they
run on complex infrastructures including mobile devices, PCs, and servers which could be on-prem, or in the cloud, or both. During the
development process, IT organizations spend significant resources to test the applications and the infrastructure they run on, to ensure
that they meet the functional requirements, perform well, and meet security and compliance needs. Once tested, these applications must
be deployed across on-prem and cloud environments in a controlled and consistent manner. Due to the complexity and scale, automated deployment
is essential for speed, reducing labor costs, and to ensure consistency and compliance.

Chef – Software used to automate the
deployment and configuration of any number of managed environments so that an application can be deployed in a consistent and compliant
manner.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

May 28, 2024

Page 5

FOIA Confidential Treatment

requested by Progress Software Corporation

pursuant to 17 C.F.R. § 200.83

Certain confidential information identified by “[***]”
has been omitted.

Management Software

Infrastructure Management – Once applications
are deployed to managed environments, developers and IT professionals continually monitor and manage them, the data they use and the infrastructure
they run on to ensure availability, optimal performance and security. The Company’s infrastructure management products that help
development teams and IT professionals manage these environments in a secure and compliant way and include:

WhatsUp Gold – Software used to monitor
the network supporting the applications.

LoadMaster – Software used to load balance
applications across back-end servers to ensure application performance, availability.

Flowmon – Software that detects threats
and anomalies and provides access to insights on network and application performance.

 · You include various products