Document type: Checklist Practice area: Technology — Technology Transactions Jurisdiction: United States Last reviewed: 5 September 2026

Section 1 — Capacity and power

  • Commitment stated in kilowatts of usable continuous load — not cabinets, not square feet, not breaker rating
  • Confirm whether quoted capacity is breaker rating (usable is typically 80%)
  • Warranted at the customer's cabinets, at the specified redundancy
  • Density per cabinet sufficient for the equipment actually planned
  • Redundancy configuration stated: independent paths, and whether equipment is connected to more than one
  • Whether redundancy is maintained during maintenance
  • Metering basis: committed, metered, or committed with overage — check for double billing
  • Facility overhead multiplier disclosed, capped, and notice required for changes
  • Cooling commitment matched to the power commitment
  • Environmental band (temperature and humidity) stated and measurable

Section 2 — Pricing and escalation

  • Base rate escalator separated from utility pass-through
  • Base escalator capped at CPI or a stated percentage
  • Pass-through limited to documented increases in the actual utility tariff, auditable
  • No right for the provider to increase the base rate on notice
  • Full fee schedule reviewed: cross connects, remote hands, change fees, anything "as published"
  • Growth: right of first refusal on adjacent capacity, priced, with a notice period
  • Reduction right, if the business may shrink

Section 3 — Service level (read the exclusions first)

  • Exclusions reviewed before the headline number
  • Unavailability defined in terms the customer can observe
  • Scheduled maintenance capped by number of windows and total hours per year
  • Advance notice measured in weeks
  • Maintenance excluded from periods the customer identifies as critical, listed in a schedule
  • Emergency maintenance constrained: genuinely emergent, reported, root cause required
  • Demarcation point defined precisely
  • Root cause analysis within a defined period, in writing, with remediation
  • Credit percentage, severity scaling, cap, and the claim deadline
  • Credit claim deadline entered in the incident runbook
  • Chronic failure termination right: trigger, notice, no early termination charge, transition period
  • Availability tracked by the customer's own monitoring, not the provider's reporting

Section 4 — Interconnection

  • Cross connect price fixed for the term
  • Carrier neutrality as a contractual obligation, not marketing
  • Carriers present, and any consent requirement for new entrants
  • Cloud on-ramps available, and their cost
  • Right to use a third-party cross connect provider where feasible
  • Meet-me room access terms

Section 5 — Access

  • 24×7 access, no exceptions for production facilities
  • Access list maintained by the customer, updatable immediately
  • Contractors, hardware vendors, and smart-hands providers admitted
  • Escorts available at all hours; cost stated
  • Emergency access without advance notice
  • Suspension only for non-payment of undisputed amounts, after written notice to a named executive and a cure period
  • Absolute carve-out permitting removal of the customer's own equipment
  • Remote hands: response times, fixed rates, included scope, and provider liability for its technicians' negligence

Section 6 — Cloud-specific

  • Committed spend: shortfall roll-forward, not forfeiture
  • Satisfaction across all services, regions, and affiliates
  • Renegotiation trigger on a material divestiture
  • Discount survives change of control
  • Price protection on services in production, with a mechanism to add new ones
  • Egress: allowance, discounted rate, and waiver for a defined exit window
  • Inter-region and inter-zone transfer costs modelled
  • Capacity reservation for any instance family the business depends on, with a remedy
  • Regions and data location; restrictions on movement; notice of change
  • Deprecation notice of twelve months for production services
  • Termination right for materially adverse changes to a production service
  • Support tier, response commitments by severity, escalation path, named contacts

Section 7 — Incorporated documents

  • Every incorporated policy identified: acceptable use, security, support, service description, DPA
  • Printed, dated, and attached as exhibits
  • Change-of-terms provision: changes do not apply without notice; materially adverse changes give a termination right
  • Acceptable use policy read against what the business actually does — written carve-out if anything is arguably prohibited
  • Service description compared line by line against the requirement document

Section 8 — Security, audit, and data

  • Certifications maintained; current reports provided; notice of lapse or qualified opinion
  • Audit: third-party reports plus annual questionnaire; regulator access for regulated customers
  • Incident notification: period, content, and coverage of provider-environment incidents
  • Physical security: access control, monitoring, logging; customer's right to review logs of access to its space
  • Personnel screening and subcontractor access restrictions
  • Legal process: notice of demands unless prohibited; efforts to obtain permission to notify; redirection to the customer; production limited to what is required; cooperation with efforts to quash; no voluntary disclosure
  • Data export in a documented format, at any time, at a defined cost and period
  • Return and certified destruction of media

Section 9 — Liability, force majeure, insurance

  • Understand the stack: credits as sole SLA remedy, consequential exclusion, direct damages cap
  • Carve-outs: confidentiality, indemnities, gross negligence and wilful misconduct, security breach
  • Supercap for security incidents caused by provider failure
  • Data loss liability where a purchased backup or replication service failed
  • Force majeure: utility failure excused only beyond the designed backup capacity, and only if systems were maintained and tested
  • Force majeure over 30–60 days gives a termination right
  • Notice and mitigation obligations on the provider
  • Provider insurance confirmed: GL, property, cyber, E&O, with limits and certificates; additional insured status on GL
  • Customer's own contingent business interruption / system failure coverage reviewed against the residual gap

Section 10 — Provider insolvency and financial health

  • Provider ownership, sponsor, and holding period
  • Financial statements or credit report
  • Does the provider own or lease each facility? Term of any building or ground lease
  • Non-disturbance from the provider's landlord, or confirmation the lease runs beyond the customer's term
  • Characterization: exclusive possession of a demised space strengthens the position materially on rejection
  • Provider lien on customer equipment: capped, conditioned on notice and cure, with removal carved out
  • Lender consent obtained if a lien conflicts with a negative pledge
  • Change of control notice and termination right
  • Equipment inventory with serial numbers maintained
  • Migration runbook kept current

Section 11 — Regulated customers

  • Regulator access and cooperation
  • Subcontractor notice, flow-down, and right to object
  • Data location restrictions with notice of change
  • Business continuity plans, testing frequency, and results provided
  • Documented stressed exit plan, reviewed periodically
  • Records retention matching the regulator's period
  • Incident notification on the customer's regulatory timeline
  • Ask for the regulated-customer addendum — it usually exists and is not offered

Section 12 — Exit

  • Term, renewal, and notice period calendared at signature
  • Early termination charge: declining, based on unrecovered capital, waived on chronic failure or provider change of control
  • Transition period at the contract rate — 30–90 days colocation, longer for a complex cloud estate
  • Holdover pricing applies only after the transition period
  • Transition assistance at defined rates
  • Documented, non-proprietary export format
  • Egress waiver during the exit window
  • Equipment removal, protected from any lien
  • Certified data destruction on a defined timetable
  • Survival: confidentiality, indemnities, accrued payments, transition obligations
  • Verify data is out, complete, and usable before terminating

Section 13 — After signature

  • Obligations register: reports owed, notices due, certifications, price and capacity reviews, renewal deadlines
  • Independent SLA monitoring; contemporaneous incident records; credit claims filed within the window
  • Quarterly business review with the provider, attended by a decision-maker
  • Consumption review: storage lifecycle, unattached volumes, idle instances, inter-region transfer
  • Annual re-verification: capacity, redundancy, provider ownership, policy changes, regulatory position
  • Renewal work started eighteen months out, or notice period plus six months
  • Running file of everything the provider said that is not in the contract
  • One-page summary maintained and distributed

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