What if the facility is damaged, or the provider wants to move the customer?
A fire or a long outage can end the contract. Vernon lets the customer terminate if restoration will take more than 180 days, and charges abate while damaged space is unusable; force majeure never excuses payment. Enovum gives the customer a termination right after 120 days of restoration or force majeure, but lets Enovum cancel that termination by moving the customer to similar space in the same metro area. Enovum may also relocate the customer at any time, with its consent.
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What the filed contracts say
Contract
What the filed wording says
Vernon colocation MCSA
If restoring the customer’s space will take more than 180 days, the customer may terminate, within ten business days of the provider’s estimate.
Vernon colocation MCSA
Charges abate in proportion while damaged space cannot be used, until it is restored.
Vernon colocation MCSA
Force majeure excuses performance, but never payment.
Enovum / Nscale MSA
If a casualty affects the space and restoration will exceed 120 days, the customer may terminate.
Enovum / Nscale MSA
Enovum may cancel a casualty or force majeure termination within 15 days by moving the customer to similar space in the same metro area, at its cost.
Enovum / Nscale MSA
The customer pays nothing for services Enovum cannot deliver because of force majeure, and may terminate after 120 consecutive days.
Enovum / Nscale MSA
Enovum may relocate the customer to similar space, but only with the customer’s prior written consent.
The filed wording
If the Estimated Restoration Period is more than one hundred eighty (180) days, Customer shall have the right to terminate the applicable Agreement or Agreements (that are affected by such Casualty), but only on the condition that Customer delivers written notice of termination to Supplier on or before the day that is ten (10) business days after Supplier’s delivery of the Restoration Notice.
Supermicro–4701 Santa Fe master colocation services agreement (Vernon), section 10.1(c)(i) · Supermicro 8-K, Exhibit 10.1
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.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
