Common use of Early Termination Charges Clause in Contracts

Early Termination Charges. In the event any Product ordered pursuant to this Schedule is terminated prior to the conclusion of the applicable Software Term, Hosted Service Term or Support Term or completion of the Professional Services engagement, as applicable, unless otherwise set forth in the Schedule Agreement, then Customer shall be liable for an “Early Termination Charge”, payable in a single lump sum, equal to 100% of the unpaid charges and fees with respect to such Product for the remainder of the applicable Software Term, Hosted Service Term or Support Term, as applicable, or, with respect to Professional Services engagements, that would have been payable had such Professional Services engagement been completed. No waiver of Early Termination Charges shall be effective unless explicitly set forth in a writing signed by AppGate. Upon any termination of a Product prior to the conclusion of the applicable Software Term, Hosted Service Term or Support Term or completion of the Professional Services engagement, as applicable, Customer shall be liable for all Product charges and fees accrued but unpaid as of the termination date. Customer agrees that (a) AppGate will incur considerable consequences and losses in the event a Product is terminated prior to the expiration of the applicable Software Term, Hosted Service Term or Support Term or completion of the Professional Services engagement, as applicable, (b) such consequences and losses would be difficult, if not impossible to estimate, and (c) the Early Termination Charge constitutes liquidated damages based on fairly estimated harm to AppGate, which is a reasonable estimate of the consequences and losses that AppGate would actually incur if a Product is terminated early, and is not intended as a penalty.