1. Purpose and Scope
This reference describes how GridCore uses the Universal Data Center Agreement Framework — referred to throughout this document as UDCAF — as the basis for structuring, drafting, organizing, and assembling the commercial and legal documents that govern how GridCore sells, delivers, operates, and governs its services.
UDCAF is a contract drafting and assembly framework. It is not a law firm, not a legal opinion, not an executed agreement, and not a compliance certification. Its purpose is to convert the GridCore operating model — which spans campus architecture, power strategy, offering types, operations boundaries, safety and security frameworks, tenant onboarding procedures, and load release protocols — into project-specific legal documents that can be reviewed, negotiated, approved, and executed by qualified parties.
2. What UDCAF Is — and Is Not
UDCAF Is
- —A structured framework for organizing drafting, review, negotiation, approval, and execution workflows
- —A library of template structures for MSAs, Service Orders, schedules, exhibits, and technical attachments
- —A methodology for converting GridCore operational models into project-specific contract provisions
- —A way to standardize commercial and legal document assembly across different offering types
- —A tool for aligning customer-facing, vendor-facing, and operational document sets into a coherent structure
- —A starting point for legal counsel to draft, review, and finalize binding agreements
UDCAF Is Not
- —Legal advice or a substitute for qualified legal counsel in the applicable jurisdiction
- —An executed or enforceable agreement
- —A guarantee that any generated document is complete, sufficient, or suitable for any transaction
- —A regulatory compliance certification of any kind
- —A representation that described capacity, services, or features are available or committed
- —A claim of enforceability, suitability, or legal sufficiency without independent review
- —A securities offering, investment solicitation, or financial representation
Every document drafted using UDCAF as a reference framework must be reviewed by qualified legal counsel before execution. GridCore uses UDCAF to organize and accelerate drafting — not to replace the legal review, negotiation, and approval process that every binding agreement requires.
3. Customer Master Services Agreement
The Customer Master Services Agreement (MSA) is the master legal relationship document between GridCore and each customer. UDCAF provides the structural template for GridCore MSAs. The MSA does not define service-specific commercial terms — those are defined in Service Orders and Schedules. The MSA governs the legal relationship framework within which all Service Orders operate.
| MSA Section | Purpose | Key Variables |
|---|---|---|
| Parties and Definitions | Identifies contracting entities; defines key terms used throughout the agreement | Legal entity names, jurisdiction, defined terms for technical and commercial concepts |
| Services and Service Orders | Establishes that services are delivered under separately executed Service Orders | Service Order process, amendment process, precedence of terms |
| Payment Terms and Invoicing | Governs billing cycle, payment due dates, late fees, disputed invoices | Currency, payment method, billing contact, dispute resolution timeline |
| Term and Termination | Defines MSA duration and termination rights | Initial term, auto-renewal, termination for cause, termination for convenience, wind-down period |
| Representations and Warranties | Each party's representations about authority, compliance, and capacity | Mutual vs. one-sided reps; limited warranties vs. no warranty |
| Limitation of Liability | Caps on damages; exclusion of consequential damages | Dollar caps, carve-outs for IP and confidentiality, force majeure |
| Indemnification | Each party's indemnification obligations | Third-party claims, IP infringement, data breach, personal injury |
| Confidentiality | Obligations around non-public information | Definition of confidential information, duration, permitted disclosures |
| Intellectual Property | Ownership of deliverables, customer data, and pre-existing IP | Work-for-hire vs. license; data ownership; platform IP |
| Insurance | Minimum insurance requirements for each party | Coverage types, minimum limits, additional insured requirements, certificates |
| Dispute Resolution | Process for resolving disputes before litigation | Notice requirements, negotiation period, arbitration vs. litigation, venue |
| Governing Law | Applicable law and jurisdiction | State/country; federal vs. state law priority; choice of venue |
| General Provisions | Boilerplate: notices, amendments, waiver, assignment, entire agreement | Notice address, electronic signature acceptance, assignment restrictions |
4. Service Orders and Statements of Work
Service Orders (SOs) and Statements of Work (SOWs) are the project-specific commercial instruments that define what GridCore will deliver, to whom, at what price, under what terms, on what timeline, and at what service level. Every billable engagement between GridCore and a customer operates under an executed Service Order or Statement of Work that references the governing MSA.
UDCAF defines the structural elements of a Service Order. The content of each Service Order varies by offering type — a colocation Service Order looks significantly different from a Powered Shell delivery SOW or a Powered Land agreement. UDCAF provides templates for each offering type that can be adapted to the specific project.
| Service Order Element | Purpose | Applies To |
|---|---|---|
| Service description | Defines exactly what is being delivered — space, power, cooling, connectivity, shell building, or land parcel | All offering types |
| Capacity and specifications | Technical specifications for power, cooling, space, and connectivity commitments | Colocation, Powered Shell, Powered Land, Connectivity |
| Commencement and delivery schedule | Target delivery dates, milestone dependencies, construction or commissioning timeline | All offering types |
| Pricing and payment schedule | MRC, NRC, milestone payments, power pass-through, overage rates | All offering types |
| Term and renewal | Initial service term, renewal options, early termination rights and fees | All offering types |
| SLA and service levels | Power availability SLAs, cooling SLAs, connectivity SLAs, response time SLAs | Colocation, Connectivity, Managed Services |
| Service credits and remedies | How failures to meet SLAs are remedied; credit calculation; credit limits; exclusions | Colocation, Connectivity, Managed Services |
| Acceptance criteria | Technical acceptance milestones that trigger billing commencement | Powered Shell, Powered Land, large colocation deployments |
| Load release linkage | Reference to load release readiness review process and gate approvals | Colocation, Powered Shell, Powered Land |
| Expansion rights | Option to reserve or acquire additional capacity | All offering types where expansion is offered |
| Special conditions | Project-specific terms not in the MSA template | As applicable per project |
5. Schedules, Exhibits, and Technical Attachments
UDCAF structures a library of schedules, exhibits, and technical attachments that are referenced by and incorporated into the MSA or Service Orders. Schedules address topics that require detailed specification beyond what belongs in the main agreement body. Exhibits provide technical or operational detail that must be part of the legal record.
Customer-Facing Schedules
- —Schedule A — Service Level Agreement (SLA)
- —Schedule B — Acceptable Use Policy (AUP)
- —Schedule C — Security and Physical Access Requirements
- —Schedule D — Site Safety and Emergency Procedures
- —Schedule E — Maintenance Windows and Change Management
- —Schedule F — Customer Contact Register and Escalation Matrix
- —Schedule G — Power and Cooling Technical Specifications
- —Schedule H — Connectivity and Network Services Specifications
Vendor-Facing Schedules
- —Schedule A — Scope of Work
- —Schedule B — Pricing and Payment Terms
- —Schedule C — Insurance Requirements
- —Schedule D — Site Safety and Environmental Requirements
- —Schedule E — Quality and Inspection Requirements
- —Schedule F — Reporting and Documentation Requirements
- —Schedule G — Change Order Process
- —Schedule H — Closeout and Final Acceptance
Technical Exhibits
- —Exhibit 1 — Site Plan and Zone Definitions
- —Exhibit 2 — Power Single-Line Diagram
- —Exhibit 3 — Cooling System Basis of Design
- —Exhibit 4 — Network and Fiber Route Diagram
- —Exhibit 5 — Metering and Sub-Metering Configuration
- —Exhibit 6 — Emergency Shutdown Procedure
- —Exhibit 7 — Commissioning and Acceptance Test Protocol
Operating Exhibits
- —Operating Exhibit 1 — Tenant Handbook Reference
- —Operating Exhibit 2 — Visitor Access Requirements
- —Operating Exhibit 3 — Incident Reporting Protocol
- —Operating Exhibit 4 — Escalation Matrix
- —Operating Exhibit 5 — Change Request Form
- —Operating Exhibit 6 — Annual Review Process
6. Colocation Agreement Structure
The GridCore colocation agreement structure under UDCAF is designed for high-load compute tenants, AI/HPC customers, and enterprise customers deploying significant power densities in managed data center space. The colocation agreement operates under the MSA and references the applicable Service Order and technical schedules.
Key commercial constructs in a colocation agreement include: metered vs. committed power billing, SLA tiers for power availability, cooling SLAs where applicable, cross-connect and connectivity add-ons, remote hands and managed service add-ons, move-in and commissioning coordination, load release gate linkage, expansion right-of-first-offer provisions, and defined escalation procedures.
| Document Layer | What It Governs | Executed By |
|---|---|---|
| Customer MSA | Master legal relationship, liability, IP, confidentiality, insurance, governing law | GridCore + Customer |
| Colocation Service Order | Space, power, cooling, pricing, term, SLA, acceptance | GridCore + Customer |
| Schedule A — SLA | Power availability targets, cooling targets, response times, credit calculation | Incorporated by reference |
| Schedule C — Security | Physical access requirements for tenant space, badge, escort, CCTV | Incorporated by reference |
| Schedule G — Power Specs | Committed power, density envelope, metering, reactive power, power factor | Incorporated by reference |
| Exhibit 1 — Site Plan | Suite or cage location, power path designation, cross-connect room location | Incorporated by reference |
| Exhibit 7 — Commissioning Protocol | Pre-load testing, load-step protocol, acceptance gate, billing commencement trigger | Incorporated by reference |
| Operating Exhibit 1 — Tenant Handbook | Day-to-day operating rules, reporting, escalation, maintenance windows | Incorporated by reference |
7. Powered Shell Agreement Structure
The Powered Shell agreement is a delivery-and-handover commercial instrument. GridCore delivers a commissioned, compute-ready building shell — including structure, power paths, cooling basis of design, and the handover documentation package — and the customer takes over operating responsibility for the interior build-out, equipment installation, and facility operations within the delivered shell.
UDCAF structures the Powered Shell agreement to address the unique challenge of this offering type: the delivery obligation is construction and commissioning-intensive, but the ongoing operating relationship is customer-operated rather than GridCore-operated. The agreement must clearly define the handover boundary, the acceptance process, the ongoing shared infrastructure obligations (such as campus power delivery and site services), and the long-term land and building relationship.
Key components include: building delivery scope and specifications, commissioning and acceptance test protocol, handover package requirements, ongoing campus services agreement (power delivery, security, site services), shared infrastructure maintenance obligations, expansion right provisions, and term and renewal structure for the land or building lease.
8. Powered Land Agreement Structure
The Powered Land agreement is the most construction-intensive offering in the GridCore model. GridCore delivers a prepared, powered parcel — with access roads, power delivery infrastructure, fiber conduit, site utilities, and perimeter security — and the customer constructs and operates their own data center building on that parcel.
UDCAF structures the Powered Land agreement to separate the land and site services relationship from the customer construction and operations obligations. GridCore's ongoing obligations focus on the campus infrastructure layer: power delivery to the parcel, site security, campus access, shared utilities, and the interconnection management function.
Key agreement components include: parcel description and site plan, power delivery point and capacity reservation, power delivery SLA, site access and security terms, campus service schedule (roads, perimeter, utilities), customer construction interface requirements, grid interface terms where applicable, and long-term land disposition and renewal terms. The Powered Land Interface Matrix referenced in the GridCore reference library defines the responsibility boundaries that the agreement must operationalize.
9. Connectivity and Cross-Connect Arrangements
Connectivity and cross-connect services may be provided as standalone offerings or as add-ons to a colocation, Powered Shell, or Powered Land agreement. UDCAF provides template structures for both delivery models.
| Connectivity Product | Agreement Structure | Key Terms |
|---|---|---|
| Cross-connect (copper or fiber) | Cross-Connect Service Order referencing MSA or colocation SO | Port pair, cable type, path, MRC, NRC, provisioning lead time |
| Dark fiber (intra-campus) | Fiber IRU or license SO under MSA | Route, pair count, term, O&M responsibility, splice access |
| Dark fiber (off-campus, third-party) | Pass-through arrangement or carrier agreement supplement | Carrier identity, route, capacity, term, pass-through pricing |
| Carrier / transit services | Carrier Access Agreement or separate service SO | Bandwidth, burstable vs. committed, BGP terms, NOC coordination |
| Meet-me room access | MMR license or access addendum | Rack or cage space, power, access protocols, carrier authorization |
| Out-of-band management network | OOB Network Access Addendum | Dedicated path, credentials, NOC monitoring access |
10. Managed and Professional Services
GridCore may provide managed services, remote hands, professional services, or operational support services as a supplement to its infrastructure offerings. UDCAF structures these under a Managed Services SOW or Professional Services SOW that references the governing MSA.
Key commercial elements for managed and professional services include: scope definition (what is and is not included), response time SLAs vs. best-effort commitments, pricing model (per-incident vs. monthly retainer vs. time-and-materials), personnel qualifications and key person provisions where applicable, change request and out-of-scope work process, deliverables and acceptance criteria, and IP ownership for any custom deliverables.
11. Acceptance and Load Release Linkage
One of UDCAF's key structural contributions to the GridCore model is the formal linkage between the commercial acceptance process and the operational load release readiness review process. These are two sides of the same event — the point at which a tenant's environment is ready to receive load, which is also the point at which billing commencement and SLA obligations are triggered.
The Load Release & Readiness Review Reference defines the operational gates. The Service Order and technical schedules must define how completion of those operational gates translates into the commercial acceptance event. UDCAF structures this linkage explicitly so that the commercial team, the operations team, and the customer all have a shared understanding of what triggers billing, SLA obligations, and formal acceptance.
| Load Release Gate | Commercial Linkage | Documentation Required |
|---|---|---|
| Construction completion verification | Pre-condition for commissioning — no commercial trigger | Punch list closeout, construction completion certificate |
| Electrical commissioning sign-off | Pre-condition for load testing — no commercial trigger | Commissioning test report, protection relay settings verification |
| Cooling commissioning sign-off | Pre-condition for load testing — no commercial trigger | Cooling commissioning report, flow balance verification |
| Controls and monitoring validation | Pre-condition for load step testing | BMS/DCIM validation report, alarm testing log |
| Security and access readiness | Pre-condition for tenant access | Access control commissioning, CCTV verification, badge enrollment confirmation |
| Tenant installation completion | Customer-confirmed gate — customer responsibility | Tenant installation certification, cable management signoff |
| Staged load step approval — Step 1 | Triggers provisional acceptance for low-load period | Step 1 load test report, customer load release consent |
| Staged load step approval — Full Load | Triggers formal acceptance, billing commencement, SLA clock start | Full load release certificate, customer countersignature on acceptance notice |
12. Vendor Agreements and Procurement Orders
UDCAF provides structural templates for vendor-facing documents as well as customer-facing documents. The vendor-side document set mirrors the structure of the customer-side set: a master vendor agreement governs the legal relationship, and project-specific Vendor Order Forms or Statements of Work define the scope, price, timeline, and delivery terms for each engagement.
| Vendor Document | Purpose | Key Provisions |
|---|---|---|
| Master Vendor Agreement (MVA) | Governs legal relationship with approved vendors and subcontractors | Representations, insurance, IP assignment, confidentiality, indemnification, governing law |
| Vendor Order Form (VOF) | Project-specific scope, price, and delivery terms | Scope of work, deliverables, pricing, payment terms, milestones, acceptance criteria |
| Subcontractor Agreement | Flow-down of prime contract terms to subcontractors | Safety requirements, insurance, flow-down provisions, change order process |
| Equipment Purchase Order | One-time equipment procurement | Equipment description, specifications, quantity, price, delivery date, warranty terms |
| Maintenance and Service Agreement | Recurring vendor maintenance or support | Scope, response time, escalation, pricing, term, renewal |
| Professional Services Agreement | Consulting, engineering, or technical advisory engagements | Scope, deliverables, pricing model, IP ownership, key person provisions |
13. Construction-Adjacent and Field Service Work
Construction-adjacent work — including electrical commissioning, mechanical commissioning, controls integration, civil finishing work, security system installation, network infrastructure installation, and equipment staging — creates a distinct contracting challenge because it occurs at the intersection of construction law, safety law, and operational readiness obligations.
UDCAF addresses this by providing structured templates for field service work orders that apply to construction-adjacent activities. These field service work orders reference the applicable safety and site requirements schedules, define the specific scope and sequence of work, reference applicable permits and PTW requirements, and define acceptance and commissioning sign-off obligations.
14. Technical Attachments and Site Requirements
Technical attachments are the documents that convert the GridCore operating model into enforceable technical specifications within a contract. They are incorporated into the MSA or Service Order by reference and form part of the binding agreement. UDCAF defines a library of technical attachment templates that correspond to each major operational domain of the GridCore campus model.
Power Technical Attachments
- —Power delivery single-line diagram
- —Committed power and density envelope
- —Metering and sub-metering configuration
- —Power factor and reactive power requirements
- —UPS and generator switchover specifications
Cooling Technical Attachments
- —Cooling basis of design document
- —Airflow management requirements
- —Temperature and humidity setpoints
- —Redundancy configuration (N+1 or 2N)
- —Cooling capacity allocation by zone
Connectivity Technical Attachments
- —Network route diagram and path documentation
- —Cross-connect port assignment matrix
- —Dark fiber pair assignment
- —Meet-me room port map
- —OOB management network configuration
Safety and Security Requirements
- —Site access badge and escort requirements
- —PPE requirements by zone
- —Emergency shutdown procedures and contact list
- —LOTO and PTW process reference
- —Incident reporting protocol
Commissioning and Acceptance
- —Pre-load checklist by domain
- —Staged load step test protocol
- —Acceptance test sign-off form
- —Deficiency tracking log
- —Commissioning report index
Operational Exhibits
- —Tenant handbook reference and acknowledgment
- —Change request form
- —Escalation matrix and contact register
- —Maintenance window notification protocol
- —Annual review and renewal process
15. Insurance and Closeout Workflows
Insurance requirements under the UDCAF framework are defined at two levels: the MSA level (minimum baseline requirements for all parties) and the project or Service Order level (additional coverage requirements for specific delivery types or risk profiles). UDCAF provides insurance schedule templates that can be adapted to project-specific requirements.
| Coverage Type | Typical Applicability | Notes |
|---|---|---|
| Commercial General Liability | All parties — GridCore, customers, vendors, contractors | Minimum limits defined in MSA schedule; additional insured endorsement typically required |
| Workers Compensation / Employers Liability | All employers on site | Statutory limits per jurisdiction; waiver of subrogation typically required |
| Commercial Auto | Vendors and contractors with vehicles on site | Coverage for owned, hired, and non-owned vehicles |
| Umbrella / Excess Liability | Higher-risk activities, large projects, construction | Required over primary GL, auto, and employers liability; limits project-specific |
| Builders Risk / Installation Floater | Construction and installation phases | Covers materials and equipment during construction; typically GridCore or contractor as named insured |
| Professional Liability / E&O | Engineers, designers, consultants, managed service providers | Required for professional services SOWs and engineering engagements |
| Cyber Liability | IT/OT managed services; customer data environments | Growing requirement in data center contexts; limits and coverage scope project-specific |
| Property Insurance | GridCore campus assets; customer equipment | Customer responsible for their own equipment; GridCore responsible for campus infrastructure |
Closeout workflows under UDCAF include: final acceptance documentation, warranty commencement confirmation, insurance certificate renewal verification, lien waiver collection (for construction-adjacent work), as-built drawing delivery, and contract file archiving. Closeout is not complete until all required documentation has been received, reviewed, and filed.
16. Contract Assembly Workflow
UDCAF's primary value is as a contract assembly workflow tool. Rather than drafting each agreement from scratch, the commercial team uses UDCAF to identify the required document set for a given engagement, select the applicable template structures, populate project-specific variables, identify gaps requiring custom drafting, and route the document set through the appropriate review, negotiation, approval, and execution workflow.
Identify Offering Type
Determine which offering type(s) apply: colocation, powered shell, powered land, connectivity, managed services, or a combination
Select Document Templates
Identify required MSA, Service Order, schedules, exhibits, and technical attachments from the UDCAF library
Populate Project Variables
Complete project-specific fields: parties, capacity, pricing, term, SLA tiers, site plan references, acceptance criteria
Identify Custom Drafting Needs
Flag provisions that require custom drafting beyond the template — project-specific risk allocations, unique commercial terms, regulatory requirements
Legal Review
Route complete document set to qualified legal counsel for review, revision, and approval — UDCAF does not replace this step
Negotiation and Execution
Customer or vendor review, negotiation, final approval, and execution per the applicable approval authority matrix
17. Legal Disclaimer and Limitations
UDCAF Is Not Legal Advice
UDCAF is a drafting and contract assembly framework. It is not legal advice. It is not a substitute for qualified legal counsel. No document produced using UDCAF as a reference should be executed without independent review by qualified legal counsel in the applicable jurisdiction. GridCore makes no representation that any UDCAF-derived document is legally sufficient, enforceable, or compliant with applicable law in any jurisdiction.
No Commitments of Capacity or Services
Nothing in this reference, and nothing in any UDCAF template document, constitutes a commitment of capacity, availability of services, guaranteed pricing, regulatory approval, permitting clearance, interconnection approval, or operational readiness. All commercial commitments must be made through properly executed, legally reviewed agreements between the parties.
No Regulatory Compliance Determination
UDCAF does not constitute a determination of compliance with any applicable law, regulation, permit condition, securities law, utility regulation, construction code, safety standard, data privacy regulation, environmental regulation, employment law, procurement regulation, or any other regulatory requirement. All regulatory compliance obligations must be separately identified, reviewed, and addressed by qualified counsel and regulatory advisors in the applicable jurisdiction.
Bottom Disclaimer
This reference is provided as a framework document only. Actual rights, obligations, access rights, security requirements, safety requirements, emergency response procedures, community engagement obligations, contract terms, service levels, remedies, exclusions, procurement requirements, and commercial terms must be defined in the applicable project agreements, legal documents, technical exhibits, site rules, emergency response plans, and approved operating procedures.
Implementation Notice
This reference describes a framework model. It is not a substitute for project-specific engineering, permitting, interconnection approval, environmental review, safety review, legal documentation, procurement, commissioning, or operating procedures. All capacity, availability, timeline, and commercial terms are project-specific and subject to applicable approvals and agreements.