S-1/A: CoreWeave and OpenAI OpCo Enter Master Services Agreement, Paving Way for AI Infrastructure Expansion

CoreWeave and OpenAI OpCo have established a Master Services Agreement, outlining the terms for CoreWeave to provide bare metal infrastructure services to OpenAI, supporting the latter's AI development and operational needs.

Summary

• CoreWeave and OpenAI OpCo, LLC have entered into a Master Services Agreement (MSA) effective as of March 7, 2025.
• CoreWeave will provide bare metal infrastructure services to OpenAI, detailed in subsequent Order Forms and Documentation.
• OpenAI has the right to access and use the Services for its business operations and can engage Representatives to enable service provision.
• CoreWeave is responsible for providing all necessary resources, including personnel, equipment, and hardware, to meet its obligations under the agreement.
• CoreWeave agrees to perform all Services in a highly professional manner consistent with generally accepted professional standards for experts in the field.
• Customer may request features or functionality not already offered through the Services.
• CoreWeave will provide maintenance for the Services in accordance with the Maintenance Policy.
• CoreWeave may not suspend Customers access to or use of the Services at any time for any reason, except as expressly set forth in Section 2(d), Section 11(a), or the Security Standards (which provides for suspension by Customers request).
• Customer is solely responsible for the Customer Environment.
• Customer is solely responsible for the activity that occurs on the Customer Environment and on its account, regardless of whether the activities are undertaken by Customer or its Users or Representatives.
• CoreWeave shall not access, intercept, use, share or disclose Processed Customer Data, subject to its rights and restrictions in Section 4(b) and written notice to Customer prior to such access or disclosure, other than solely for the purpose of and to the extent necessary to comply with applicable law or regulation, law enforcement demand, subpoena or legally binding regulatory demand, from a regulatory agency with oversight authority over CoreWeave (in each case, based on advice of counsel).
• Customer is solely responsible for securing the Customer Environment and the Processed Customer Data, except to the extent a Security Incident impacting the Customer Environment and/or Processed Customer Data is caused by CoreWeaves (or its Subcontractors) breach of the Security Standards.
• Customer will use commercially reasonable efforts to notify CoreWeave as promptly as reasonably practicable under the circumstances (but in no event more than 72 hours) of when Customer becomes aware of any Security Incident impacting the Services, CoreWeaves Systems or CoreWeaves Confidential Information.
• Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Processed Customer Data.
• CoreWeave will implement a zero retention policy in accordance with the Security Standards.
• CoreWeave shall establish, maintain, and enforce appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of the Services and against the destruction, loss, unauthorized access, use, or alteration of Processed Customer Data.
• In the event that CoreWeave discovers or is notified of any Security Incident, CoreWeave shall notify Customer in writing without undue delay after becoming aware of a Security Incident, and shall promptly, in consultation with Customer, take all appropriate steps to minimize harm and secure the Services.
• Confidential Information shall include confidential or proprietary technical, business or financial information and materials disclosed by Customer or CoreWeave.
• Both Parties agree to hold Confidential Information in confidence and protect such Confidential Information using at least the same degree of care it uses to protect the receiving Partys own proprietary information.
• Customer continuously represents and warrants to CoreWeave that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement.
• CoreWeave continuously represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement.
• The aggregate liability of each party is capped at a certain amount, except for specific cases like willful misconduct, gross negligence, indemnity obligations, or breaches of confidentiality.
• CoreWeave will indemnify Customer against third-party claims arising from CoreWeaves breach of obligations, negligence, or intellectual property infringement.
• Customer will indemnify CoreWeave against third-party claims arising from Customers breach of obligations or unlawful use of the service.
• The agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated.
• A Party may terminate this Agreement for cause upon a certain number of days written notice to the other Party of a material breach of this Agreement.
• If this Agreement or any Order Form is terminated by Customer in accordance with Section 10(b)(ii) of the Termination section above, (Customer shall have the option (Alternate Operator Option), upon written notice to CoreWeave, to elect to require CoreWeave or its Affiliates, as applicable, to assign all of CoreWeave or its Affiliates rights and obligations under the applicable Order Form, this Agreement and the applicable data center agreement to the Substitute Operator.
• If this Agreement or any Order Form is terminated by CoreWeave in accordance with Section 10(b) of the Termination section above, then (i) Customer shall pay to CoreWeave (A) in the event that such termination is due to nonpayment of undisputed fees for the Services under Section 11(a) [*].
• If this Agreement or an Order Form is terminated by either party for any reason, then subject to the terms below in this Section 10(f), for the period from the date of termination through the date that CoreWeave confirms to Customer with at least two (2) weeks prior written notice, which such date will be (i) at minimum the date that is [*] following the date of termination (or a shorter period as requested by Customer, in its sole discretion) and (ii) at maximum, [*] following the date of termination (Termination Period), (A) Customer will continue to pay to CoreWeave all fees for Services performed by CoreWeave during the Termination Period under each applicable Order Form in cash on [*] payment terms (regardless of the payment terms set forth in the applicable Order Form), and (B) to the extent CoreWeave has received any prepaid amounts, CoreWeave may, with five (5) days prior written notice to Customer, setoff any amounts owed to CoreWeave with such prepaid amounts; provided, that in no event will Customer pay any fees (whether by setoff or otherwise) for any Services that Customer does not receive from CoreWeave (provided for the sake of clarity that Customer cannot refuse to receive Services during the Termination Period to avoid such fees).
• Fees for Reserved Compute Instances are due and payable in accordance with the applicable Order Forms.
• In the event that CoreWeave, or an ultimate parent of CoreWeave, concludes an initial public offering or a direct listing of CoreWeaves (or its parents) stock on a national securities exchange, then CoreWeave (or its parent) shall have a one time obligation to issue to Customer shares of CoreWeave stock, valued at the initial public offering price in the case of an initial public offering, or the volume weighted average price over the first five days of trading in the case of a direct listing, equal to $350,000,000.00 prior to the conclusion of such initial public offering or the conclusion of trading on the sixth trading day following such direct listing, as applicable.
• Customer must notify CoreWeave in writing within [*] days following the date that Customer has knowledge that a Reportable Event is reasonably likely to or has occurred.
• CoreWeave uses third-party payment processors (Payment Processors) to credit or bill Customer through the payment account(s) linked to Customers account (Billing Information).
• Customer is responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to Customers purchase of any Services.
• All interruptions of data processing and access will be subject to the Service Level Objectives, except for planned maintenance and repair by CoreWeave performed and notified in accordance with this Section and the Maintenance Policy, or due to a Force Majeure Event (as defined in Section 13(c)).
• CoreWeave provides the Services to Customer at the service levels objectives (Service Level Objective or SLO) detailed in Exhibit A.
• With prior approval, each party may use the others name, service marks, trademarks, or logo in a publicity release, advertising or similar activities.
• This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York.
• Except with respect to either partys payment obligations under this Agreement and/or any Order Form, neither Party shall be liable to the other Party for any failure or delay caused by elements of nature, acts of God, act of war, pandemic, electrical, internet, or telecommunication outage, government actions or restrictions, or any other similar unforeseeable event.
• This Agreement (including all Order Forms and all documents, policies, agreements and addendums incorporated herein by reference) is the entire agreement between the Parties regarding Customers use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter, and contains the only terms that govern the Services.
• Neither Party may assign this Agreement, whether by operation of law or otherwise, without the other Partys prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Partys consent, (i) to its Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
• CoreWeave may not subcontract any Core Aspect of the Services to any subcontractor without Customers prior written approval, which may be provided via email; provided CoreWeave may subcontract without prior approval to an Affiliate of CoreWeave.
• The Parties are independent contractors and shall so represent themselves in all regards.

Sentiment

Score: 7

Explanation: The document is a standard business agreement, with a neutral to slightly positive sentiment due to the establishment of a significant partnership.

Positives

• CoreWeave secures a significant client in OpenAI, ensuring a steady revenue stream.
• The agreement includes a take-or-pay clause, guaranteeing payment for reserved compute instances.
• CoreWeave retains the right to transfer or sell Contract Servers after termination, potentially mitigating losses.
• The agreement outlines a clear process for handling security incidents, protecting both parties.
• The agreement includes a one-time obligation for CoreWeave to issue shares to OpenAI upon an IPO, valued at $350,000,000.00.

Negatives

• CoreWeave is obligated to issue shares to OpenAI upon an IPO, valued at $350 million, potentially diluting existing shareholders.
• CoreWeave faces limitations on suspending services, potentially impacting its ability to respond to breaches.
• The agreement includes a termination period where CoreWeave must continue providing services, potentially incurring costs without full compensation.
• CoreWeave is responsible for investigating and curing Security Incidents occurring within the CoreWeave Systems.
• CoreWeave is responsible for the smarthands support for Customer.

Risks

• CoreWeave's inability to meet service level objectives could lead to financial penalties.
• The agreement's complexity may lead to disputes over interpretation and enforcement.
• CoreWeave's reliance on OpenAI for a significant portion of revenue poses a concentration risk.
• CoreWeave is responsible for investigating and curing Security Incidents occurring within the CoreWeave Systems.
• CoreWeave is responsible for the smarthands support for Customer.

Future Outlook

The agreement sets the stage for a long-term partnership between CoreWeave and OpenAI, with potential for future expansion and collaboration in AI infrastructure.

Management Comments

• Michael Intrator, CEO of CoreWeave, and Sam Altman, CEO of OpenAI, signed the agreement, signaling commitment from both leadership teams.

Industry Context

This agreement highlights the growing demand for specialized infrastructure to support AI development, positioning CoreWeave as a key player in the AI cloud services market.

Comparison to Industry Standards

• The agreement's focus on bare metal infrastructure aligns with the industry trend towards optimizing performance for AI workloads, contrasting with generalized cloud solutions.
• The security standards outlined in the agreement, including SOC2 and ISO, reflect industry best practices for data protection.
• The indemnification clauses are typical in service agreements of this nature, providing a framework for liability allocation.

Related Party Transactions

• The agreement involves a significant transaction between CoreWeave and OpenAI, a major player in the AI industry.
• CoreWeave is obligated to issue shares to OpenAI upon an IPO, valued at $350 million.

Stakeholder Impact

• Shareholders may experience dilution upon the issuance of shares to OpenAI.
• Employees of CoreWeave will be involved in providing services to OpenAI.
• Customers of OpenAI will benefit from improved AI infrastructure.
• Suppliers of CoreWeave may see increased demand for hardware and services.

Next Steps

• CoreWeave to provide bare metal infrastructure services to OpenAI.
• CoreWeave and OpenAI to execute subsequent Order Forms and Documentation.
• CoreWeave to issue shares to OpenAI upon an IPO, valued at $350 million.

Key Dates

Keywords

CoreWeave, OpenAI, Master Services Agreement, Bare Metal, Infrastructure, Security Incident, Confidentiality, Termination, Indemnification, Services, Data, AI