Common use of Termination and Termination Charges Clause in Contracts

Termination and Termination Charges. In the event of any disconnection by Spectrotel for non-payment by Customer or if Customer terminates early for any reason other than a material breach by Spectrotel (before which Spectrotel shall be given written notice and 30 days to cure), Customer will be obligated to pay an early termination fee (“ETF”), which shall be calculated as either: (a) the number of months remaining in the then current Term for each of the Service(s) being disconnected multiplied by the agreed upon monthly recurring charges as denoted in the Service Agreements; OR (b) in the case of usage- only allowance or subscription based Services the minimum revenue commitment for usage based charges associated with the Service(s) as denoted in the applicable Service Agreement or if no minimum revenue commitment is denoted, the number of months remaining in the then-current term of the Service Agreements multiplied by the average monthly usage charges over the two most recent 30-day billing periods. The ETF is not a penalty and has been determined based upon the facts and circumstances known by the Parties at the time of the negotiation and entering into this MSA, with due consideration given to the performance expectations of each Party. The ETF constitutes a reasonable approximation of the damages Spectrotel would sustain if its damages were readily ascertainable. Neither Party will be required to provide any proof of these damages, and the ETF provided herein will constitute full compensation as the sole and exclusive remedy for any failure by Customer to meet its specified performance. Any termination of Service or of the applicable Service Agreements or this MSA either by Customer or Spectrotel (in the event of breach of this MSA or Service Agreements) could result in Customer’s loss of all IP addresses and phone numbers assigned should Customer fail to move services to another carrier prior to termination. In addition, all Spectrotel property (including but not limited to Spectrotel routers, switches, equipment, facilities, and software) shall be returned to Spectrotel in accordance with the terms herein, and Spectrotel reserves the right to recover any and all Spectrotel property in accordance with applicable law. Spectrotel reserves the right to restrict, suspend or terminate Service(s) and terminate this MSA and/or Service Agreements in the event Customer is found to be in breach of the terms of this MSA as defined herein and/or Service Agreements. Except for breach due to non-payment or violation of certain provisions of the Acceptable Use Policy or otherwise expressly defined in this MSA or a Service Agreement, a Customer’s cure period for breach shall be thirty (30) days following written notice from Spectrotel.

Termination and Termination Charges. In the event of any disconnection by Spectrotel for non-payment by Customer or if Customer terminates early for any reason other than a material breach of this MSA or the Service Agreement by Spectrotel (before which Spectrotel shall be given written notice and 30 days to cure), Customer will be obligated to pay an early termination fee (“ETF”), which shall be calculated as either: (a) the number of months remaining in the then current Term for each of the Service(s) being disconnected multiplied by the agreed upon monthly recurring charges as denoted in the Service Agreements; OR (b) in the case of usage- only usage-only,allowance or subscription based Services the minimum revenue commitment for usage based charges associated with the Service(s) as denoted in the applicable Service Agreement or if no minimum revenue commitment is denoted, the number of months remaining in the then-current term of the Service Agreements multiplied by the average monthly usage charges over the two most recent 30-day billing periods. The ETF is not a penalty and has been determined based upon the facts and circumstances known by the Parties at the time of the negotiation and entering into this MSA, with due consideration given to the performance expectations of each Party. The ETF constitutes a reasonable approximation of the damages Spectrotel would sustain if its damages were readily ascertainable. Neither Party will be required to provide any proof of these damages, and the ETF provided herein will constitute full compensation as the sole and exclusive remedy for any failure by Customer to meet its specified performance. Any performance .Any termination of Service or of the applicable Service Agreements or this MSA either by Customer or Spectrotel (in the event of breach of this MSA or Service Agreements) could result in Customer’s loss of all IP addresses and phone numbers assigned should Customer fail to move services to another carrier prior to termination. In addition, all Spectrotel property (including but not limited to Spectrotel routers, switches, equipment, facilities, and software) shall be returned to Spectrotel in accordance with the terms herein, and Spectrotel reserves the right to recover any and all Spectrotel property in accordance with applicable law. Spectrotel reserves the right to restrict, suspend or terminate Service(s) and terminate this MSA and/or Service Agreements in the event Customer is found to be in breach of the terms of this MSA as defined herein and/or Service Agreements. Except for breach due to non-payment or violation of certain provisions of the Acceptable Use Policy or otherwise expressly defined in this MSA or a Service Agreement, a Customer’s cure period for breach shall be thirty (30) days following written notice from Spectrotel.