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

Tool 1 — Requirement specification

Complete before speaking to any provider. Providers reframe requirements into the shape of what they sell.

COLOCATION REQUIREMENT Committed power: ___ kW usable continuous load at initial occupancy; ___ kW by year 3; ___ kW by year 5 Basis of calculation: nameplate ___ kW × utilization factor ___ + growth % Maximum density: ** kW per cabinet** Redundancy: ___ independent paths to equipment; redundancy required during maintenance: Yes / No Environmental: ___°F ± ___; ___% RH ± ___ Footprint: ___ cabinets / ___ cages / private suite with exclusive possession: Yes / No Interconnection: carriers ___; cross connects ___; cloud on-ramps ___ Latency: ___ ms to ___; ___ ms to ___ Access: ___ named staff + contractors; hours: 24×7; escort: required / not Certifications required: ___

CLOUD REQUIREMENT Consumption last 12 months by service: ___ Forecast years 1–3: ___ Instance families depended upon: ___ (constrained availability: Y/N) Data volumes: stored ___; egress to internet ___/mo; inter-region ___/mo Regions required: ___; data-location constraints: ___ Services not replaceable within 6 months: ___ (this is the lock-in exposure) Support tier required: ___

Tool 2 — Power commitment schedule

SCHEDULE 2 — COMMITTED CAPACITY AND POWER

2.1 Committed Capacity. Provider shall make available to Customer, continuously throughout the Term, [62] kilowatts of usable continuous electrical load ("Committed Capacity"), delivered to Customer's cabinets within the Licensed Space at the Redundancy Configuration specified in Section 2.2. Committed Capacity is measured as usable continuous load and not as breaker or circuit rating. Where circuits are rated for continuous operation at eighty percent (80%) of nameplate, Provider shall install circuits of sufficient rating to deliver the Committed Capacity on that basis.

2.2 Redundancy Configuration. Power shall be delivered at [2N] configuration, meaning [two fully independent power paths from utility service through UPS and distribution to Customer's cabinets, each independently capable of carrying the full Committed Capacity]. Customer's equipment shall be connected to both paths.

2.3 Redundancy During Maintenance. Provider shall maintain the Redundancy Configuration at all times, including during Scheduled Maintenance. Any period during which Customer's Committed Capacity is served by fewer than the specified number of independent paths shall constitute Unavailability for purposes of Schedule 3, whether or not power is interrupted.

2.4 Metering and Billing. Power shall be billed as [Committed Capacity at the Committed Rate, plus metered consumption in excess of Committed Capacity at the Overage Rate]. Provider shall not bill both Committed Capacity and metered consumption for the same load. Metered readings shall be made available to Customer [monthly / continuously via portal].

2.5 Facility Overhead. Where metered IT load is multiplied by a facility efficiency factor, that factor is [1.4] as of the Effective Date. Provider shall disclose the basis of calculation, shall not increase the factor above [1.5] during the Term, and shall give [90] days' notice of any change together with supporting data.

2.6 Escalation. The Committed Rate shall increase on each anniversary by the lesser of [3]% and the increase in [CPI-U, All Items] over the preceding twelve months. This escalator is the sole permitted increase to the Committed Rate.

2.7 Utility Pass-Through. Provider may pass through increases in the utility tariff applicable to the Facility, limited to the documented increase in the per-kilowatt-hour rate charged by the serving utility, applied proportionately to Customer's consumption. Provider shall furnish the utility invoices supporting any pass-through, and Customer may audit them annually.

2.8 Expansion. Customer shall have a right of first refusal, exercisable on [60] days' written notice, on [the adjacent space identified on Exhibit A] and on any increase to Committed Capacity of up to [50]%, in each case at the then-current Committed Rate.

Tool 3 — Availability and maintenance

SCHEDULE 3 — SERVICE LEVEL

3.1 Commitment. Provider commits that the Service will be Available 99.999% of the minutes in each calendar month.

3.2 Unavailability. "Unavailable" means any period during which (a) electrical power at Customer's cabinets is interrupted or falls outside specification; (b) temperature or relative humidity within the Licensed Space falls outside the ranges in Schedule 2; or (c) the Redundancy Configuration is not maintained. Unavailability is measured from the earlier of Provider's detection and Customer's notice, until restoration, and Customer's own monitoring records shall be accepted as evidence absent contrary evidence of equal reliability.

3.3 Scheduled Maintenance. Provider may perform Scheduled Maintenance subject to all of the following: (a) not more than [four] windows and [eight] hours in any twelve-month period; (b) not less than [45] days' advance written notice specifying the work and expected duration; (c) not during any Critical Period listed on Exhibit B, which Customer may update [twice] annually on 60 days' notice; (d) between 01:00 and 05:00 local time; (e) the Redundancy Configuration shall be maintained throughout; and (f) Provider shall notify Customer of completion. Scheduled Maintenance meeting all of (a)–(f) is excluded from the Availability calculation. Maintenance failing any of (a)–(f) constitutes Unavailability.

3.4 Emergency Maintenance. Provider may perform Emergency Maintenance only where necessary to prevent imminent Unavailability or a safety hazard. Provider shall notify Customer as soon as practicable and in any event within [one] hour of commencement, and shall deliver a written explanation within [five] business days. Emergency Maintenance exceeding [two] hours in any twelve-month period constitutes Unavailability as to the excess.

3.5 Demarcation. Provider's responsibility extends to and includes [the power distribution units within Customer's cabinets and the Provider-side port of each cross connect]. Provider may not assert that a failure occurring within the Facility on Provider-owned or Provider-operated infrastructure is outside the demarcation point.

3.6 Root Cause Analysis. Following any Unavailability, Provider shall deliver a written root cause analysis within [10] business days, identifying the cause, the sequence of events, contributing factors, corrective actions taken, and preventive measures with completion dates.

Tool 4 — Credits and chronic failure

3.7 Credits.

Monthly Availability Credit (% of monthly Recurring Charges)
< 99.999% but ≥ 99.99% 5%
< 99.99% but ≥ 99.9% 15%
< 99.9% but ≥ 99.5% 30%
< 99.5% 50%

Credits are cumulative within a month up to [50]% of monthly Recurring Charges. Customer shall request a credit within [45] days after the end of the month, identifying the incident and the period claimed. Provider shall not deny a credit on the basis of the form of the request where the incident is identified.

3.8 Chronic Failure. If in any rolling twelve-month period (a) monthly Availability falls below the Commitment in [three] months, or (b) monthly Availability falls below 99.9% in any single month, or (c) any single incident of Unavailability exceeds [four] continuous hours, then Customer may, on [30] days' written notice given within [90] days thereafter, terminate this Agreement in whole or as to any affected Licensed Space without Early Termination Charge, and shall be entitled to the Transition Period under Schedule 7 at the then-current rates.

Drafting note. Section 3.8 is the provision that matters. Credits are capped at a fraction of one month's fee and will never approach the cost of an outage; the ability to leave, at no penalty, with an orderly transition, is what changes a provider's behaviour. Providers grant this considerably more readily than they grant a higher credit cap, because they expect never to trigger it.

Tool 5 — Interconnection

Cross Connects. Provider shall permit Customer to establish cross connects to any carrier, cloud provider, or other tenant present in the Facility. The charge per cross connect shall be $[amount] per month, fixed for the Term, subject only to the escalator in Schedule 2.6.

Carrier Neutrality. Provider shall permit any telecommunications carrier selected by Customer to enter the Facility and to install facilities necessary to serve Customer, on Provider's standard non-discriminatory terms, and shall not condition such access on any payment by Customer to Provider beyond the cross connect charge.

Third-Party Cross Connects. Where technically and operationally feasible, Customer may procure cross connects from a third party licensed to operate in the Facility.

Cloud On-Ramps. The cloud on-ramps listed on Exhibit C are available in the Facility as of the Effective Date. Provider shall give Customer [90] days' notice before any listed on-ramp ceases to be available.

Tool 6 — Access, suspension, and remote hands

Access. Customer's Authorized Persons shall have access to the Licensed Space twenty-four hours per day, every day. Customer shall maintain the list of Authorized Persons through Provider's portal, and additions shall take effect within [two] hours of submission. Authorized Persons may include Customer's employees, contractors, hardware maintenance vendors, and auditors.

Escorts. Where escort is required, Provider shall make an escort available within [30] minutes at any hour, at no additional charge during business hours and at $[rate] outside them.

Emergency Access. No advance notice is required for access to address an incident affecting Customer's equipment.

Suspension. Provider may suspend access only where Customer has failed to pay undisputed amounts within [30] days after written notice delivered to the individual named in Section [Notices], and Customer has failed to cure within a further [10] business days. In no circumstance may Provider prevent Customer from removing Customer's own equipment where undisputed amounts are current, and Provider shall permit removal within [24] hours of request in such circumstances.

Remote Hands. Provider shall perform Remote Hands services on request, commencing within [15] minutes for Severity 1 requests and [four] hours otherwise. Rates are $[amount] per hour, fixed for the Term, with the first [four] hours per month included. Provider shall be responsible for damage to Customer equipment caused by the negligence of its personnel, and the limitations in Section [Liability] shall not apply to such damage up to $[amount] per occurrence.

Tool 7 — Cloud commercial provisions

Committed Spend. Customer commits to Eligible Spend of $[amount] over the Term. Eligible Spend includes all charges for any service, in any region, incurred by Customer or any Affiliate. Any shortfall in a Contract Year shall carry forward and may be satisfied in any subsequent Contract Year; no shortfall shall be payable except at the end of the Term, and then only in the amount of the aggregate unsatisfied commitment. If Customer divests a business unit accounting for more than [20]% of its Eligible Spend, the parties shall negotiate in good faith to reduce the commitment proportionately.

Price Protection. The prices for the services listed on Exhibit D shall not increase during the Term. Customer may add to Exhibit D any service that it places into production during the Term, on notice, and the price for that service as of the date of notice shall be protected for the remainder of the Term.

Data Transfer. Charges for data transfer out of the Services shall be $[rate], and inter-region transfer $[rate], in each case fixed for the Term. Customer shall receive [X] TB of egress per month at no charge. On expiration or termination for any reason, Customer may export its data without any data transfer charge for a period of [120] days.

Capacity Reservation. Provider shall reserve for Customer's exclusive use [N] instances of type [family] in region [region] throughout the Term. If Provider fails to make reserved capacity available, Provider shall (a) credit [200]% of the charges for the affected capacity, and (b) if the failure continues for [72] hours, permit Customer to terminate the affected commitment without penalty.

Change of Terms. Provider may modify the Services and the Incorporated Policies, provided that (a) no modification shall materially and adversely affect any service Customer has in production without [90] days' prior written notice; (b) Provider shall give not less than [12] months' notice before deprecating or discontinuing any such service; and (c) if a modification materially and adversely affects Customer, Customer may terminate the affected service without penalty and the affected spend shall be credited against the Committed Spend.

Tool 8 — Legal process and data export

Legal Process. If Provider receives a subpoena, warrant, court order, or other legal demand seeking Customer Data, Provider shall: (a) notify Customer promptly and before producing anything, unless legally prohibited; (b) where prohibited, use reasonable efforts to obtain permission to notify and notify Customer as soon as permitted; (c) where lawful, inform the requesting party that the data belongs to Customer and direct the request to Customer; (d) produce only the minimum required by the demand; (e) reasonably cooperate, at Customer's expense, with any effort by Customer to quash, narrow, or seek protective treatment; and (f) make no voluntary disclosure of Customer Data to any governmental authority absent legal compulsion or Customer's written consent.

Data Export. Customer may, at any time and without charge beyond stated data transfer rates, export all Customer Data in [the formats listed on Exhibit E, which shall be documented, non-proprietary, and sufficient to permit reconstitution of the data in a competing service]. Provider shall maintain documentation of those formats and shall give [12] months' notice of any change.

Tool 9 — Exit and transition schedule

SCHEDULE 7 — TRANSITION

7.1 Transition Period. On expiration or termination for any reason other than Customer's uncured material breach, Provider shall continue to provide the Services for a period of [90] days (the "Transition Period") at the rates in effect immediately prior, and all terms of this Agreement shall continue to apply. Holdover or premium rates shall apply only after the Transition Period.

7.2 Transition Assistance. During the Transition Period and for [60] days thereafter, Provider shall provide reasonable assistance to migrate Customer's operations and data, including data extraction, configuration documentation, coordination with Customer's successor provider, and [40] hours of engineering support at no charge and additional hours at $[rate].

7.3 Egress. No data transfer charge shall apply to data exported during the Transition Period.

7.4 Equipment Removal. Customer may remove its equipment at any time during the Transition Period. Provider shall not assert any lien, right of retention, or other claim over Customer equipment to prevent removal where undisputed amounts are current. Customer shall restore the Licensed Space to its condition at delivery, ordinary wear excepted.

7.5 Data Destruction. Within [30] days after the end of the Transition Period, Provider shall securely delete all Customer Data and destroy or sanitize all media, in accordance with [NIST SP 800-88 or equivalent], and shall furnish a certificate of destruction signed by an officer. Backups shall be destroyed on Provider's ordinary cycle and in any event within [90] days.

7.6 Early Termination Charge. If Customer terminates for convenience, Customer shall pay an Early Termination Charge equal to [the unrecovered capital cost of improvements made for Customer, amortized straight-line over the Term, plus [three] months' Recurring Charges], and no more. No Early Termination Charge is payable on termination under Section 3.8 (Chronic Failure), on Provider's uncured material breach, on a Provider change of control to which Customer objects, or on a force majeure event continuing beyond [45] days.

7.7 Survival. Sections [Confidentiality], [Indemnity], [Limitation of Liability], accrued payment obligations, and this Schedule 7 survive.

Tool 10 — Credit claim letter

[Date] — By email to [contact] and [notices address]

Re: Service Credit Claim — Agreement dated [date], Account [number]

This letter is Customer's request for service credits under Section 3.7 of the Agreement in respect of the following period of Unavailability.

Incident: [date] Start: [time, source of measurement] Restoration: [time, source] Duration: [minutes] Nature: [loss of power at cabinets / environmental excursion / loss of redundancy] Provider ticket: [number] Customer monitoring reference: [reference] Monthly Availability as calculated by Customer: [%], computed as [minutes in month less minutes Unavailable] / [minutes in month] Credit claimed: [%] of Recurring Charges for [month] = $[amount]

Customer requests Provider's root cause analysis under Section 3.6, due [date].

Customer reserves all rights, including under Section 3.8, and nothing in this letter waives any claim.

[Name, title]

Tool 11 — Agreement summary

INFRASTRUCTURE AGREEMENT SUMMARY — [Provider] / [Facility or account]

What we have: [kW committed at [redundancy] / committed spend $X over Y years] What we pay: [rate and structure] · Escalation: [mechanism and cap] Availability commitment: [%] · Excluded: [maintenance limits] · Credit: [amount, cap] · CLAIM DEADLINE: [days] — see incident runbook Chronic failure right: [trigger → consequence] Growth: [ROFR terms and notice] Access: [who, hours, escort, emergency, suspension limits] Term ends: [date] · Renewal notice due: [date — CALENDARED] · ETC: [formula] Exit: [transition period, egress terms, export format, destruction certificate] Escalation: [names, roles, numbers, 24×7] Watch items: [two or three provisions most likely to cause a problem] Owner: [name] · Next review: [date]

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