Common use of Early Termination Liability Clause in Contracts

Early Termination Liability. The pricing in this Agreement, including any discounts, is based on Customer’s commitment to purchase Services for the entire Order Term. Customer acknowledges that a precise calculation of Sprint’s damages for an early termination of this Agreement or any Order would be extremely difficult, and that the termination charges in this Agreement represent reasonable liquidated damages, not a penalty. If Customer terminates an Order in whole or in part before expiration of the Order Term, or if Sprint terminates the Agreement under this Section, then Customer will pay the charges in Sections 15.3, A, B, and C below, unless Customer is entitled to terminate this Agreement pursuant to Section 15.2 above: A. A lump sum equal to (a) the applicable monthly charges, multiplied by the number of months remaining in the first year of the initial term, plus (b) half of the monthly charges, multiplied by the number of months remaining in the initial term after the first year. If any Order is terminated before the expiration of any minimum Order Term, Customer will pay Sprint a pro rata amount, based on the number of months remaining in the minimum Order Term, of any waived installation charges.; and B. An amount equal to the shortfall in any minimum usage commitment in the Agreement, after the contribution of Charges specified in Section A above, or, if there is no minimum service commitment, then an amount equal to the difference between any discounted usage charges paid by Customer and Sprint’s corresponding undiscounted charges, multiplied by Customer’s actual usage through the date of termination; and C. Any liabilities imposed on Sprint by third parties, such as local exchange carriers or PTTs, that result from Customer’s early termination. On prior approval of Sprint, Customer will not be liable for the termination charges in Sections 15.3, A or B above, if Customer orders another Service of the same or greater monthly price with a term no less than the remaining months in the initial Order Term (or one year, whichever is greater) at the same time Customer provides Sprint with a notice of termination.