EX-10.20S-1·CIK 2110365·0001193125-26-395475

EX-10.20

View original filing on SEC EDGAR → ·  seen Sep 18, 2026, 15:44 EDT

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FILING DETAILS

Filer
NSCALE Ltd
Filed
Sep 18, 2026
SEC file no.
333-299011
State of inc.
X0
SIC
7372
Location
LONDON

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Exhibit 10.20

DellFinancialServices

Certain information has been excluded from this agreement (indicated by “[***]”) because such information is both (a) not material and (b) the type that the registrant customarily and actually treats as private or confidential.

GLOBAL FRAMEWORK AGREEMENT No.

CUSTOMER: NAMEAddress 1Address 2Address 3(you) FUNDER:Address 1Address 2Address 3(weorus)

This Global Framework Agreement (Agreement), effective as of the last date signed below, provides a standard set of terms for Funder Entities (See Appendix 1) and Customer Entities (see Appendix 2, as such appendix may be amended or supplemented from time to time in a document signed by both parties hereto) to complete agreements to acquire and/or use hardware, software, services or other rights (collectively the Products).

1.

ENTITIES. Any of the Funder Entities and the Customer Entities may enter into an agreement for Products pursuant to thisAgreementbyexecutingaschedule(Schedule).EachScheduleunderthisAgreementisaseparateagreement.Each Schedule will incorporate this Agreement and may contain additional terms. When signed by a Customer Entity and a Funder Entity, the Schedule will be non-cancellable.

2.

ACCEPTANCE OF PRODUCTS, SIGNING OF SCHEDULE.You have or will enter into a supply contract with a supplierofyourchoice(Supplier)forProducts.Fromtime-to-timewemayprovidefundstotheSupplierforsuchProducts detailed in a Schedule. You are responsible for the delivery and installation of the Products to the location specified in the relevant Schedule (Location). If you reject the Products for good cause, you must notify us within ten business days from thedatetheProductsaredeliveredtoyou;otherwiseyouwillbedeemedtohaveacceptedtheProducts.Afteracceptance, we will send you a Schedule.If the Schedule has no material errors, you agree to sign and return that Schedule within 10 daysafteryoureceiveitoryouwillpaytousatourrequesttheamountweareobligatedtopaytheSupplier.EachSchedule willstartonitsCommencementDate(asdefinedontheSchedule).YouagreetomakepaymentstousfortheProductsfor atleasttheminimumtermintheSchedule(MinimumPeriod).Youwillhavenotitle,rightorinterestintheProducts,except therightofquietenjoymentanduseoftheProductsinaccordancewiththetermsofthisAgreement,exceptasotherwiseset forth in the applicable Schedule.

3.

PAYMENTS,TAXESANDPAYMENTOBLIGATION.ThepaymentstobemadeduringtheMinimumPeriodandany other payments due under a Schedule (Payments) will be specified in its Schedule and must be made electronically by automatic debit. Your obligation to pay all amounts when due and to otherwise perform as required under this Agreement and each Schedule is absolute and unconditional and Customer will not withhold payment for any reason whatsoever including any claims by Customer against Funder, Supplier or manufacturer of the Products, total or partial loss of the Products or their use or possession, or otherwise, or the bankruptcy of any person. You must make all Payments clear of any government-imposed charges of any kind (Taxes) unless you timely provide us with a tax-exemption certificate acceptable to the relevant taxing authority. If you are required to withhold taxes you will notify Funder of any such withholding and provide evidence of remittance to the applicable tax authority. If you do not pay any amount under this AgreementoranyScheduleontimeyouwillpaydailyinterestatarateequivalenttothelesserof(a)[***]%permonth;or(b) the maximum interest rate permitted by applicable law from the date you should have paid that amount until it is actually paid.

4.

USEANDLOCATION.YoumayonlyusetheProductsforpredominantlybusinesspurposesandyoumustcomplywith allapplicablelaws.YoumustnotsellorchargetheProductsnorallowthecreationofanylienovertheProducts,otherthan (x)governmentalchargesor(y)liensarisingbyoperationoflaw.Ifyounotifyusbeforehand,youmaypermanentlymoveProductsfromtheLocationto anylocationinthesamecountry.Productswhicharereadilyportablemaybeusedtemporarilyoutsideofthecountryofthe Location. You must maintain the Products in good repair, condition and working order.

5.

RETURN.UponexpirationorterminationofaSchedule,youwill(a)removealldata,includinganypersonaldata,from the relevant Products; and (b) return the tangible Products to a place reasonably designated by us. You will pay all reasonablecostsassociatedwiththereturnoftheProductsandwillpromptlypayusforallmissing,incompleteordamaged Products,exceptfairwearandtear.OnthereturnofanyProductstous,anyalterationswillbecomeourpropertyfreeofall third-party rights or claims.

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6.

INSURANCEANDRISKOFLOSS.FromthedatetheProductsaredeliveredtoyouuntiltheProductsarereturnedto, or recovered by us, you will insure the Products for all risks which a prudent owner or operator would normally insure against. You will provide evidence of insurance if we request it.

7.

DISCLAIMERANDDAMAGES.YouacknowledgethatyouhaveselectedtheProductsandmadesurethattheyarefit andsuitableforyourpurposes.IfanyProductsareunsatisfactoryforanyreason,youagreethatyourremedyistomakea claimagainsttheSupplier.Wemakenowarranty,representationorundertaking(whetherexpressorimplied)regardingthe Products. You agree that we will not be liable for any damages related to the sale or use of any Products nor for consequentialdamagesthatyoumightincur.Totheextentpermittedbyapplicablelaw,youareresponsibleforalldamages caused by or related to this Agreement or the Products and you will reimburse and defend us against any such claim of damages.

8.

REMEDIES.If (a) you fail to pay any amount due within 30 days of its due date; (b) you make a material misrepresentation related to this Agreement or any Schedule; (c) you are in material breach of this Agreement,a Schedule, or any other agreement with the Funder Entities andyoufailtofixthatbreachwithin30days;or(d)thereisa changeinyourownershipormajorityshareholdervotingrightswhichinouropinionaffectsyourcreditriskprofile,thenyou will be in default (Default). We may terminate this Agreement and/or any Schedule(s) upon the occurrence of a Default. Where we terminate due to a Default, our consent to your possession of the Products shall immediately cease, you must returntheProducts,andimmediatelypayustheamountequaltothesumof(i)allPaymentsandotheramountsthendue, plus(ii)asumequaltoallthePaymentsthatwouldhavebeenpayable(intheabsenceofanyearlytermination)duringthe remainder of each Minimum Period of each Schedule, plus for any Product not returned (iii) the present value of the estimated in place fair market value of the Product at the end of the Schedule as reasonably determined by us.Unless pricedasatax-exemptSchedule,wewillcalculatethepresentvalueunder(ii)and(iii)usinga[***]%discountrate.Intheevent ofaDefault,youwillbeliableforandwillpayondemandallcostsandexpensesincludingallreasonablelegalfeesthatwe may incur as a result of this Default.

9.

ASSIGNMENT.YoumaynottransferorassignyourrightsorobligationsunderthisAgreementoranySchedulewithout ourpriorwrittenconsent.Wemay,withoutnotice,sell,assign,novateortransferourrightsunderthisAgreementand/orany Schedule provided that it does not affect your rights or obligations under this Agreement and/or any Schedule.

10.

LAWANDVENUE.TheLawandVenuecoveringthisAgreementandeachSchedulecanbefoundinAppendix 3.

11.

MISCELLANEOUS.You confirm that you will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over the activities connected to this Agreement. You further confirm that you will provide to us any information required to allow us to comply with any applicable laws, orders or regulations related to this Agreementandsuchfinancialinformationaswemayreasonablyrequiretoconfirmyourcreditriskprofile. You grant us a security interest in the Products, and all related proceeds, and authorize us to file any related financing statements.IfanyprovisionofthisAgreementoranyScheduleisfoundtobeunenforceable,thatfindingwillnotaffecttheenforceability of the remainder of the applicable document or any related document and we will use our best efforts to replace such provisionwithanenforceableprovisionapproximatingouroriginalintent.ThisAgreementandanySchedulemaybesigned inanynumberofcounterparts.Referencestoanystatute,statutoryinstrument,regulationorordershallbedeemedtobea reference to that statute, statutory instrument, regulation or order as amended, varied or replaced from time to time. This AgreementandanySchedulemayonlybeamendedinadocumentsignedbybothparties,exceptthataSchedulemaybe changedbywrittennoticefromtheFunderEntitytotheCustomerEntityprovidedsuchnoticeis(1)toreflectanychangethat does not have a financial impact (for example, serial numbers) or (2) to adjust the related Payments on the Schedule (any increase up to 15% or any decrease) but only when caused by the Customer Entity changing its order with the Supplier or due to Taxes. In the event of any conflict between the Schedule and the Agreement, the Schedule will prevail. You are subject to and responsible for compliance with the export control and economic sanctions laws of all applicable jurisdictions(together,ApplicableTradeLaws).Productsmaynotbeused,sold,leased,exported,imported,re-exported, ortransferredexceptincompliancewiththeApplicableTradeLaws.Yourepresentandwarrantthatyouarenotthesubject ortargetoforlocatedinacountryorterritorythatisthesubjectortargetofeconomicsanctionsundertheApplicableTrade Laws.Youwilldefendandindemnifyusandouraffiliatesagainstanythird-partyclaimresultingfromabreachofanyofthe foregoing. Trade Compliance requirements available at www.dell.com/tradecompliancecontain further information and requirementsoncompliancewithApplicableTradeLawsandthen-currentrestrictionsyoumustadhereto.Inaddition,you confirm that you will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over the activities connected to this Agreement, including but not limited to anti-money laundering, anti-bribery and corruption, financial, and restrictive measures.You further confirm that you will provide to us any information required to allow us to comply with any applicable laws, orders or regulations related to this Agreement.

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12.

DATA PROTECTION AND CONFIDENTIALITY.The data and privacy terms relevant to this Agreement and the LocationofFinancingarelistedinthetableinAppendix1(PrivacyTerms)andcontainsinformationonhowadatasubject’s personal data may be used by us. If you provide us with personal and/or credit data relating to individuals within your organisation,yourepresentandwarranttousthatyouwillprovideanysuchindividualwiththeinformationcontainedinthe Privacy Terms together with any other information required by local data protection law.You also consent to our use and disclosure of your business information in a manner similar to that set out in the Privacy Terms.

13.

SCHEDULE CONTROLS.Notwithstanding anything in this Agreement to the contrary, in the event of anyconflict between the provisions of this Agreement (including, without limitation, Clauses 2 and 5), the provisionsof the applicable Schedule shall govern.

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ACCEPTEDBY:

By: By:
Name: Name:
Title: Title:
Date: Date:

Appendixes 1, 2, and 3 have been omitted pursuant to Item 601(a)(5) of Regulation S-K because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in this appendix or the disclosure document. The registrant will furnish supplementally copies of the schedules to the Securities and Exchange Commission or its staff upon request.

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