The company I work for is thinking of implementing two new Windows 2003
servers, and is also wanting to update our backoffice software. The new
software uses an SQL Server Database, and so requires SQL Server.

My questions come from the fact we also have several remote offices that
connect via Microsoft Terminal Services. I am pretty confident that this is
an O.K. implementation, but wanted to make sure there are no precedents to
the contrary.

From my research, I have come to the conclusion that we would more than
likely need to purchase the per processor model (we have over 40 clients
connecting). But if we did go the Server and User CAL route, would we need
40 CALs per server or would it use the same license on either server.

Example:
Two Windows 2003 Enterprise Servers with SQL Server and Terminal Services
40 users accessing Database at any given time
house the database on an external shared storage (Direct Attached or Network
Attached)
Wanting to setup servers in a Cluster for Fail-over (one dies the other
activates and works as if the other is not there)

I am hoping to not have to go to a SAN as they are extremely expensive.