Customer termination rights

Can the customer walk away before the term ends?

Lenders size GPU debt on the contracted term, so the first question on any customer contract is whether the customer can leave early. Microsoft's standard purchase order terms let it terminate for convenience; both filed Microsoft GPU statements of work take that right out and leave termination for cause. Anthropic’s order with Nscale adds two triggers lenders must plan for: the provider leaving its parent’s control, and a takeover by a disqualified person, both subject to any lender direct agreement.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 29 October 2026

What the filed contracts say

Contract	What the filed wording says
Nscale / Microsoft SOW	Microsoft's standard terms allow termination with or without cause. The SOW deletes that clause and lets either party terminate for a material breach not remedied within 60 days, or insolvency.
IREN / Microsoft SOW	Large parts of Microsoft's purchase order terms do not apply, including sections 7 to 17; section 14 is the termination clause.
IREN / Microsoft SOW	Late delivery and Exhibit A failures are carved out of material breach.
Sharon AI MSA	Customer may terminate for a breach not remedied in 30 days, insolvency, or a critical delivery date missed by more than 60 days where the provider is the sole cause.
Anthropic / Nscale GPU order	Either party may terminate for uncured material breach or the other’s insolvency, subject to any lender direct agreement.
Anthropic / Nscale GPU order	Anthropic may terminate if the provider stops being controlled by its parent.
Anthropic / Nscale GPU order	Either party may terminate if the other, or the provider’s parent, is taken over by a disqualified person.

The filed wording

Microsoft may terminate these PO Terms or the applicable SOW with or without cause. Termination is effective upon written notice. If Microsoft terminates for convenience, its only obligation is to pay for: a. Deliverables or Goods it accepts before the effective date of termination; or b. Services performed, where Microsoft retains the benefit after the effective date of termination; or February 2025 c. Cloud Services delivered before the effective date of termination

Nscale–Microsoft partner statement of work (Narvik), Microsoft PO Terms, section 14 (as attached) · Nscale S-1, Exhibit 10.19

Late delivery: delay credits and the long-stop Customer default: fees for the rest of the term Customer contract checklist Put it on an issues list All contract clauses

On the deal pages

Financings by the parties to these contracts

The latest debt raised by the companies that signed them, with the terms and the sources on each deal page.

Financing	Borrower or issuer	Date	Amount
GPU secured loan	Sharon AI	1 October 2026	US$356m
Pre-IPO convertible loan-note subscription (initial minimum)	Nscale	15 September 2026	US$2.1bn
Dell short-term equipment lease payment schedules (aggregate)	Nscale	4 September 2026	US$2.54bn
North Carolina GPU DDTL	Nscale	31 August 2026	US$1.2bn
Ward County GPU DDTL	Nscale	31 August 2026	US$1.85bn

Method

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.