Export controls and sanctions in GPU capacity contracts
Who carries export control risk in a GPU capacity contract, and what happens if the rules change?
The filed contracts split the risk in different ways. Anthropic’s order puts the authorisations on the provider, has each side confirm it is not on the Entity List or other restricted lists, and lets either side suspend or terminate if the other breaches or becomes restricted. Microsoft’s standard PO terms let Microsoft suspend or terminate at once if continuing would breach trade laws. In Nscale’s statement of work the parties replaced that clause with mutual compliance wording that does not repeat the suspension right. In IREN’s, Microsoft confirms its users are not in prohibited countries and that it will not divert the services. Sharon AI’s customers take the compliance duty, with a 30-day route to another solution or termination after a change in law.
Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·
What the filed contracts say
Contract
What the filed wording says
Anthropic / Nscale GPU order
The provider must obtain any authorisations that export controls require, and the parties cooperate on them.
Anthropic / Nscale GPU order
Each side confirms it is not on the Entity List, other BIS lists, the Pentagon’s 1260H list or OFAC lists, and may suspend or terminate if the other breaches or becomes restricted.
Nscale / Microsoft SOW
The parties replaced the PO Terms’ trade clause with mutual compliance; the supplier still gives Microsoft export classifications at no cost.
Nscale / Microsoft SOW
Microsoft’s standard PO Terms let it suspend or terminate at once if continuing would breach trade laws or risk sanctions.
IREN / Microsoft SOW
Microsoft confirms its users are not in prohibited countries or on US prohibited party lists, and will not divert the services.
Sharon AI MSA
The customer complies with export and sanctions laws. If a change in law blocks the service, the parties have 30 days to agree an alternative, then either may terminate the order.
The filed wording
11.3 Trade Controls. (a) Each party agrees to comply with all applicable export control, import, antiboycott, and economic sanctions laws and regulations of the United States and other applicable jurisdictions, including but not limited to the U.S. Export Administration Regulations, the sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), and the import and customs laws and implementing regulations administered by the U.S. Department of Homeland Security, Customs and Border Protection (collectively, “Trade Controls”). Provider is responsible for obtaining any authorizations required under Trade Controls for performance of its rights or obligations under this Agreement. The parties shall cooperate and coordinate with each other as necessary for the parties to obtain any authorizations required under applicable Trade Controls.
Anthropic–Nscale order for GPU services (Vera Rubin NVL72), form filed with Nscale’s registration statement, Terms of Service, section 11.3(a) · Nscale S-1, Exhibit 10.25
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
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