How much can each side recover, and what sits outside the cap?
Caps in GPU capacity contracts are usually set by reference to fees. For a lender the important carve-out is the customer's obligation to pay: the CoreWeave MSAs keep payment obligations outside the cap.
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What the filed contracts say
Contract
What the filed wording says
CoreWeave / Microsoft MSA
Fees for the six months before the claim, or twelve months for data processing and some confidentiality breaches. The cap does not limit Microsoft's payment obligations.
CoreWeave / Meta MSA
A redacted cap, with a separate redacted cap for privacy and security breaches.
CoreWeave / NVIDIA MSA
A single redacted cap; the carve-outs themselves are redacted.
Sharon AI MSA
Average hourly rate × GPUs × 12 × 365 per service order year (4,380 GPU hours, about six months of round-the-clock fees). Hardware faults are capped at what the provider recovers from the OEM.
Vernon colocation MCSA
Charges paid or payable for the 24 months before the claim, for either side. The cap does not apply to the customer’s obligation to pay charges.
Solaris turbine rental
For a turbine rental, the greater of a redacted amount per megawatt live and $100 million, for either side.
The filed wording
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE [SIX MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, EACH PARTY’S AGGREGATE LIABILITY WITH RESPECT TO ANY OTHER BREACH OF CONFIDENTIALITY, BREACH OF SECTIONS 4(E) (WITH RESPECT TO COREWEAVE) or 3(F) (WITH RESPECT TO CUSTOMER), OR THE DATA PROCESSING AGREEMENT, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE [TWELVE MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
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.
