Is this a compute offtake agreement template?

It is the lender’s checklist for one: the Order Form fields and MSA clauses GPU lenders read, each with the public SEC filing it comes from, and a free Word version for your counsel. It is not a contract.

What is a compute offtake agreement?

A contract in which a customer commits to buy GPU capacity from an operator for a fixed term. It is usually a master services agreement (MSA) setting the rules, plus Order Forms setting the GPUs, price, term and deposit. IREN’s Microsoft deal is a Partner Statement of Work and Nebius calls its Meta deal a commercial agreement with order forms; the structure is the same.

Compute offtake agreement template

What a GPU lender needs your customer contract to say, clause by clause, from public SEC filings. Build the Order Form and see the debt it supports.

Build the Order Form, see the debt it supports

The loan is the lower of what the contract's cash flow repays and the advance rate for your customer's credit tier.

1. The Order Form

GPU

Servers (8 GPUs each): 64 GPUs

Price per GPU-hour$4.60

Contract term

Deposit at signing, % of contract value10%

Letter of credit, months of fees3

Customer credit tier

Acceptable, about BB- to B+. Score yours with the Offtaker Credit Score.

Order Form summary

Under the Master Services Agreement

Customer: Credit tier AC-3 Acceptable
Provider: The project company that owns the GPUs (the lender’s borrower)
Services: 64 B300 GPUs (8 servers of 8), reserved, single-tenant
Commitment: Take-or-pay: every reserved GPU-hour is billed, used or not
Price: $4.60 per GPU-hour, fixed for the term
Monthly fee: $215K, billed monthly in advance
Term: 36 months from the service start date
Total contract value: $7.74M
Deposit: $774K (10%) at signing, credited $21K a month against fees
Letter of credit: $645K (3 months of fees), bank-issued
Payment: No set-off or withholding; disputes paid first, credited later
Termination: No termination for convenience; customer default accelerates the balance
Assignment: Provider may assign to its lenders and financing SPV without consent

A summary for a term sheet conversation, not a contract.

2. The debt it supports

Fine-tune

Loan rate13.5%

Price per server$550K

Data center, per kW a month$280

Lender's minimum DSCR1.25x

Debt this contract supports, AC-3 customer

$2.66M

55% of $4.86M of equipment, a 24-month loan at 13.5%

Coverage (DSCR): 1.25x
Monthly payment: $127K
Your cash still needed: $1.43M

The contract's cash flow sets the loan: net income after the data center covers the payment 1.25x. A higher price or a longer term lends more.

What a lender checks

MeetsTake-or-pay. Every reserved GPU-hour is billed, used or not.
MeetsContract outlasts the loan. Loan repaid in 24 months of a 36-month contract (AC-3: repaid with 12+ months of contract left).
MeetsDeposit. AC-3 lenders usually ask: 10-20% of contract value.
MeetsLetter of credit. AC-3 lenders usually ask: letter of credit or escrow, 3-6 months.
MeetsCoverage at 1.25x. Monthly net income after the data center covers the payment 1.25x.

See every line

Equipment

8 B300 servers, networking, shipping: $4.86M
Paid by the deposit: $774K
Loan: $2.66M
Your equity: $1.43M

The contract, a month

Fees billed: $215K
Data center (15.5 kW a server at $280/kW): $35K
Net operating income, after the deposit credit: $159K
Loan payment: $127K

The three limits on the loan

Cash flow at 1.25x over 24 months: $2.66M
Advance, 65% of cost at AC-3: $3.16M
Cost the deposit leaves: $4.09M

If the customer stops paying

Letter of credit, in months of loan payments: 5.1
Contract value left at the loan’s end: $2.32M

Tier terms are starting points; every credit decision is the lender's. Data center cost only: staff, software and insurance come out of the margin too.

Order Form checklist

The Order Form carries the money: GPUs, price, term, deposit.

Clause	What lenders want	Red flag
Parties and signing entities Sources CoreWeave/Meta MSA §15(e): refusing assignment to a financing affiliate is unreasonableSharonAI/ESDS MSA §14.10-14.11: a new holding company or acquirer gives a deed of guarantee	The provider is the project company that owns the GPUs, or the contract can move to it without fresh consent. A parent guarantee if a customer subsidiary signs.	The parent signs while the GPUs and the loan sit in another entity, with no right to move the contract.
GPUs and configuration Sources SharonAI/ESDS MSA §2.1: exclusive access to 8,208 B300 GPUs, paid by the hourCoreWeave/OpenAI MSA §1(n): Reserved Instances: exclusive use of a specified configuration	The exact GPU model and count, servers, networking, storage and site, reserved for this customer.	“Equivalent capacity” the provider may swap, or a count the customer can cut.
Delivery dates and acceptance Sources IREN/Microsoft SOW §1-3.3: four tranches, 5-day acceptance, delay credits, tranche termination after a delay window; NVIDIA supply slips excusedNebius 6-K (Meta): a late first tranche after a grace period lets Meta end the whole order	A dated schedule with acceptance testing, delay credits before termination, a grace period, and supplier delays excused. A late tranche ends that tranche only.	A late first tranche lets the customer end the whole contract.
Commitment: take-or-pay Sources IREN/Microsoft SOW §3.2(a)(v): fees non-refundable and non-cancellable, a firm minimum commitmentHPE/Soluna SOW §2.3: no new purchase order does not affect the duty to pay	Fees for all reserved capacity, whether used or not, non-cancellable and non-refundable.	Usage billing, or committed spend the customer can move to other services.
Price per GPU-hour Sources SharonAI/ESDS Service Order; MSA §6.1-6.2: $3.30 per GPU-hour; 3% or CPI increases only after the initial term; electricity passed throughBit Digital 10-K: about 36-month contracts at an initial $2.15-$3.40 per card-hour, H200 to Blackwell	A fixed price for the term, with any escalator or power pass-through written in.	Price reviews, benchmarking resets or most-favored pricing during the term.
Term and early exit Sources SharonAI/ESDS Service Order, Special Condition 1: no customer termination in the first 36 of 60 months except for causeHPE/Soluna §8(d): customer may terminate on 90 days’ notice, paying an early termination fee	A fixed term from the service start date, longer than the loan, with no termination for convenience.	A customer exit on notice, even with a fee, inside the loan’s term.
Deposit or prepayment Sources IREN/Microsoft SOW §3.2(a)(iii): 20% of each tranche before delivery, credited pro rata against fees after month 24HPE/Soluna SOW §3.6, §5.1(d): $10,293,350.40 upfront, a condition of the effective date	Paid before delivery, held or spent on the GPUs, and credited late in the term, so the months that repay the loan stay whole.	A deposit credited against the first invoices, or refundable on demand.
Letter of credit or guarantee Sources SharonAI/ESDS Special Conditions §4, Appendix G: $140M letter of credit or bank guarantee, payable on demand, adjustable to the exposure	From a bank the lender accepts, payable on demand, sized in months of fees, topped up when drawn, and lasting as long as the loan.	Support that expires before the loan, or can be drawn only after a court ruling.
Billing and payment terms Sources SharonAI/ESDS Service Order Appendix B; MSA §14.8(c): monthly in advance, net 30; 1% a month late interestCoreWeave/Microsoft MSA §11(a): net 10 with a discount, or net 60; on-demand use billed in arrears	Billed monthly in advance, net 30 or shorter, with late interest, paid into an account the lender controls.	Billing in arrears on net-60 terms: two months of exposure before a missed payment shows.

SEC filings; section references are to the filed copies, which are redacted in places. Checked Oct 10, 2026.

MSA clause checklist

The MSA sets the rules for every Order Form: late payment, outages, a sale of either side, force majeure.

Clause	What lenders want	Red flag
No set-off Sources CoreWeave/OpenAI MSA §11(a): amounts due shall not be withheld or offsetCoreWeave/Meta MSA §12(a): same wordingSharonAI/ESDS Special Condition 7(f): payment free of set-off, absolute and unconditional	The customer pays in full and on time, and disputes the invoice separately.	A right to withhold payment while a service claim is open.
Suspension for non-payment Sources SharonAI/ESDS MSA §14.8: notice, 15 days to cure, then suspensionHPE/Soluna §9(a), §9(c): fees owed through suspension, no SLA creditsCoreWeave/OpenAI MSA §11(a): the red flag: no fees during suspension	After written notice and a short cure, the provider may suspend, and fees keep accruing.	No fees owed while service is suspended.
Customer default and acceleration Sources CoreWeave/Meta MSA §11(c): the balance of all remaining fees, less resale proceedsIREN/Microsoft SOW §6(a), §6(c)(3): after 30 days’ notice of non-payment, contract value less fees paidCoreWeave/Microsoft MSA §10(b)-(c): 45-day cure; fees continue while servers are resold	Termination after an uncured payment default, with the rest of the contract value due, less what the provider earns reselling the GPUs.	A termination payment smaller than the loan balance, or capped at a few months of fees.
Provider default Sources CoreWeave/Microsoft MSA §10(c): refund of prepaid fees for the rest of the termCoreWeave/NVIDIA MSA §7(b), §10(c): termination and refund are the exclusive warranty remediesIREN/Microsoft SOW §6(c): unused upfront payments refunded within 60 days	The customer’s remedy is a refund of prepaid fees, after a cure period long enough for the lender to step in.	Damages beyond prepaid fees, or termination with no cure period.
SLA and service credits Sources SharonAI/ESDS Schedule 7: credits capped, sole and exclusive remedy, none while the customer is overdueHPE/Soluna §2(bb), §8(e): termination right only after six consecutive months of SLA breachCoreWeave/Microsoft MSA §12(c)-(d): no fees for hardware down 2 business days in a row; spares required	Credits capped as a share of the monthly fee, applied to future invoices, and the sole remedy for outages. Termination only after a sustained breach.	Uncapped cash refunds, or termination for one bad month.
Limitation of liability Sources CoreWeave/Microsoft MSA §8(a): six months of fees; twelve for data breaches; payment obligations not cappedSharonAI/ESDS MSA §20.2, §20.4.4: cap by Service Order year; customer payments excluded	The customer’s payment obligations sit outside the liability cap.	A cap that also limits what the customer owes on termination.
Force majeure Sources CoreWeave/NVIDIA MSA §13(c): payment for services rendered may be delayed but is not excusedIREN/Microsoft SOW §8(a): payment obligations outside force majeureCoreWeave/OpenAI MSA §13(c): the red flag: exit after 30 consecutive days, prepaid fees back	Payment is never excused. The customer may exit only after a long event, on notice.	A customer exit after 30 days of force majeure, with prepaid fees refunded.
Assignment to lenders Sources IREN/Microsoft SOW §9(s): either party may collaterally assign to Financing PartiesSharonAI/ESDS MSA §23.7: assignment on notice to lenders holding a charge, and on enforcementHPE/Soluna §16(d): the red flag: no assignment without HPE’s consent	The provider may pledge or collaterally assign the contract to its lenders without consent, and lenders may enforce and transfer it.	Assignment only with the customer’s consent, at its sole discretion.
Change of control Sources CoreWeave/Microsoft MSA §13(g): Microsoft may terminate on any CoreWeave acquisitionIREN/Microsoft SOW §9(s), §9(x)(ii): competitors named: Amazon, Oracle, Alphabet	Termination only on a sale to a named direct competitor. A lender enforcing its security is not a change of control.	Termination on any acquisition of the provider.
Step-in and substitute operator Sources CoreWeave/OpenAI MSA §10(c): on CoreWeave insolvency, assignment to a Substitute Operator within 2 business daysIREN/Microsoft SOW §2.2: step-in: side letter with IREN’s lenders and colocation provider	The lender’s step-in and cure rights come first. Any customer right to move the contract to another operator keeps the lender’s security.	The customer can move the contract and the GPUs’ data center agreement to an operator of its choosing.
Early warning of non-payment Sources CoreWeave/OpenAI MSA §11(c): notice if unable, or projected to be unable, to pay within four months	The customer must give notice if it expects to be unable to pay within the next few months.	No reporting duty from a venture-funded customer.
Disclosure to lenders Sources CoreWeave/OpenAI MSA §13(a): disclosure to institutional lenders who need to know, on prior noticeSharonAI/ESDS Special Condition 5: financing information to financiers or prospective financiers	The provider may share the contract with current and prospective lenders under confidentiality.	Confidentiality with no lender carve-out: you cannot show the lender the contract.
Subcontracting Sources CoreWeave/Microsoft MSA §2(a): no subcontracting of compute servicesCoreWeave/Meta MSA §8(d): none without Meta’s approval	Consent not to be unreasonably withheld for a backup or replacement operator the lender appoints.	A blanket ban: the lender cannot bring in a new operator without the customer.
Invoice disputes and stale invoices Sources SharonAI/ESDS MSA §14.9: 30 days to dispute, otherwise acceptedCoreWeave/Microsoft MSA §11(e): no duty to pay invoices received 120+ days late	A short window to dispute an invoice, after which it is deemed accepted.	Invoices issued late become unpayable.
Governing law and disputes Sources CoreWeave/Meta MSA: New York law, as in the other CoreWeave MSAsSharonAI/ESDS: Singapore law, ICC arbitration seated in Singapore	A law and forum where the lender can enforce, ideally the loan’s own.	Foreign law and arbitration against a customer with no assets there.
Lender consent and direct agreement Sources IREN/Microsoft SOW §2.2, §9(w)(ii): the nearest public example: lender side letter and lender access to the site; no filed contract has an estoppel or lender cure right	A signed customer consent: acknowledges the assignment, pays into the lender’s account, gives the lender notice and time to cure before terminating, and confirms no defaults (an estoppel).	No customer acknowledgement, so the lender learns of a default when payments stop.

SEC filings; section references are to the filed copies, which are redacted in places. Checked Oct 10, 2026.

The offtake agreement clause checklist

All 25 items on this page in a Word document, with what lenders want, the red flag, the public filing behind each, and a column for your counsel's notes.

Free Word document (DOCX)

Deposits and credit support in public GPU contracts

Contract	Up front or credit support	Value
HPE to SolunaJul 2024	$10,293,350 paid before the contract became effective	$34M
IREN to MicrosoftNov 2025	20% of each tranche's contract value paid before delivery, credited against fees after month 24	$9.7B
SharonAI to ESDS Software SolutionsApr 2026	Monthly advance payments; $140M letters of credit or bank guarantees	$1.3B
Nebius to Reflection, Cohere, a U.S. neolab and a quant trading firmJun 2026	Customer prepayments covering ~50-60% of related capex	$4B
HIVE (BUZZ HPC) to Investment-grade enterprise (unnamed)Aug 2026	~10% upfront deposit (~$35M)	$350M

Every public GPU contract: Offtake Tracker.

Termination rights in public GPU contracts

A lender sizes the loan to the period the customer cannot walk away from, not the headline term.

Contract	Termination right	Value
CoreWeave to MicrosoftApr 2023	At least five Order Forms; Microsoft may terminate if CoreWeave is acquired	$10B
Nebius to MicrosoftSep 2025	Microsoft may terminate a tranche if delivery slips past grace period and no alternative capacity	$17.4B
IREN to MicrosoftNov 2025	Dedicated GPU services in four tranches; Microsoft may terminate a tranche for non-delivery after grace periods	$9.7B
SharonAI to ESDS Software SolutionsApr 2026	No termination for convenience in first 36 months	$1.3B
SpaceX (xAI) to AnthropicMay 2026	$1.25B per month through May 2029; either party may terminate on 90 days' notice after the first three months	$45B
SpaceX (xAI) to GoogleJun 2026	$920M per month Oct 2026 to June 2029; either party may terminate on 90 days' notice after Dec 31, 2026	$30.4B
Nscale to AnthropicAug 2026	Four tranches; Anthropic may terminate a tranche for late delivery or sustained uptime shortfalls; Nscale must use best efforts to obtain financing	$44.6B

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Offtake agreement questions

Is this a compute offtake agreement template?: It is the lender’s checklist for one: the Order Form fields and MSA clauses GPU lenders read, each with the public SEC filing it comes from, and a free Word version for your counsel. It is not a contract.
What is a compute offtake agreement?: A contract in which a customer commits to buy GPU capacity from an operator for a fixed term. It is usually a master services agreement (MSA) setting the rules, plus Order Forms setting the GPUs, price, term and deposit. IREN’s Microsoft deal is a Partner Statement of Work and Nebius calls its Meta deal a commercial agreement with order forms; the structure is the same.

Have the contract and the quotes? Get a term sheet.

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