Common use of Termination Liability Clause in Contracts

Termination Liability. If (1) Customer terminates this Agreement during the Term other than for Cause, Customer will pay: (a) all accrued but unpaid charges incurred through the date of such termination; (b) an amount equal to 40% of the aggregate of the AVC(s) (and a pro rata portion thereof for any partial Contract Year) that would have been applicable for the remaining unexpired portion of the Term on the date of such termination; (c) a pro rata portion of credits and waivers received by Customer (unless otherwise specified and exclusive of the Interstate Service Credits, if any), in full, without setoff or deduction. Waiver(s): For the Term, the Company will waive the one-time installation charge associated with the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT/third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster recovery, (xi) Local Non-Listing/Non-Published Service charges, and (xii) Telecommunications Service Priority charges. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived. The Company will waive the Customer’s Interstate Calling Card Surcharges. Payment Arrangements: Customer agrees to pay all Company charges within 30 days of receipt of invoice. OPTION NO. 56105302, Amendment 2 Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). During the Extended Term, either party may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $215,000 in Total Service Charges Total Service Charges means all charges, after application of all discounts and credits, incurred by Customer for Service provided under this Agreement, excluding: Taxes, Governmental Charges, equipment; Company ILEC, Company Wireless, Document Delivery Fax, non-recurring charges, charges incurred for goods and services acquired by Company as Customer’s agent for customer, international pass-through access charges (i.e., Type 3/PTT) and charges for international service provided by Company (i.e., Type 1) and other charges expressly excluded by this Agreement.

Termination Liability. If If: (1) Customer terminates this Agreement during the Term other than for Causepursuant to Section 11.1; or (2) Company terminates this Agreement in accordance with Section 11.1, then Customer will paypay or refund, as applicable: (a) all accrued but unpaid charges incurred through the date of such termination; (b) an amount (which Customer hereby agrees is reasonable) equal to 40% of the aggregate of the AVC(sunfulfilled Annual Minimum(s) or monthly recurring charges (and a pro rata portion thereof for any partial Contract Year) that would have been applicable for the remaining unexpired portion of the Term Service Term(s) on the date of such terminationtermination (“Early Termination Charges”); (c) a pro rata portion of any and all service level, service or other one-time credits and waivers received by Customer hereunder (unless otherwise specified specified, and exclusive of the Interstate Service Credits, if any, and tax credits provided pursuant to Section 7.1.2, if any), in full, without setoff or deduction. Waiver(s): For ; plus (d) the Termaggregate of all termination charges, the Company will waive the one-time installation charge associated with the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT/payable to any third party services (including International Access and suppliers or access providers, if any, for which Company International)is or becomes contractually liable on behalf of Customer in connection with such termination. For greater certainty, (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster recovery, (xi) Local Non-Listing/Non-Published Service charges, and (xii) Telecommunications Service Priority charges. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges this section 10.0 will not be waived. The Company will waive the limit (1) Customer’s Interstate Calling Card Surcharges. Payment Arrangements: remedies where Customer agrees to pay all Company charges within 30 days of receipt of invoice. OPTION NO. 56105302, Amendment 2 Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty for Cause pursuant to Section 11.1 or (602) days written notice prior Company’s remedies where Company terminates this Agreement for Cause pursuant to the end Section 11.1, however this shall be Customer’s sole liability where Customer terminates all or part of the Initial Term Agreement for its own convenience. Where Customer advises Company, during any Service Order term, that it intends to move its location where the relevant Services are delivered, the relevant Service Order Form may contain a pre-determined Move, Add or Change (“Extended TermMAC”)) charge as agreed by the parties. During Where the Extended TermService Order Form does not contain a MAC charge, either party then Company may terminate this Agreement upon at least sixty (60) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $215,000 in Total Service Charges Total Service Charges means all charges, after application treat such notice as notice of all discounts and credits, incurred by Customer termination for Service provided under this Agreement, excluding: Taxes, Governmental Charges, equipment; Company ILEC, Company Wireless, Document Delivery Fax, non-recurring charges, charges incurred for goods and services acquired by Company as Customer’s agent for customerconvenience, international passeffective as at the date of the move and Customer shall pay the Early Termination Charges to Company upon the date the Services are disconnected as a result of the Customer-through access charges (i.e., Type 3/PTT) and charges for international service provided by Company (i.e., Type 1) and other charges expressly excluded by this Agreementinitiated move.

Termination Liability. If Service provided pursuant to any Service Order Form(s) is canceled or terminated before expiration of the Term, or any renewal thereof: (1a) by the Customer terminates this Agreement during the Term for any reason other than for Causea material breach of this Agreement by Masergy; or (b) by Masergy due to a material breach by Customer of this Agreement, Customer will payagrees to pay MASERGY the following sums, which shall become due and owing as of the effective date of cancellation or termination and be payable within thirty (30) days thereafter: (a) all accrued but unpaid charges incurred through the date of such terminationNon‑Recurring Charges specified in this Agreement; (b) an amount equal to 40% of the aggregate of the AVC(s) (and a pro rata portion thereof all unpaid Recurring Charges for any partial Contract Year) that would have been applicable for the remaining unexpired portion of the Term on Service provided before the date of such termination; (c) a pro rata portion one hundred percent (100%) of credits and waivers received by Customer (unless otherwise specified and exclusive of the Interstate all Recurring Charges for cancelled or terminated Service Credits, if any), in full, without setoff or deduction. Waiver(s): For the Term, the Company will waive the one-time installation charge associated with the implementation of Services within the 48 contiguous States of the U.S. provided under this Agreement except for the following services: (i) eDSL, (ii) VPN, (iii) Internet Dedicated OC3, OC12, OC48, Gig-E, (iv) PTT/third party services (including International Access and Company International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Enhanced Call Routing, (x) Local Disaster recovery, (xi) Local Non-Listing/Non-Published Service charges, and (xii) Telecommunications Service Priority charges. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, any charges imposed by third parties (including access, egress, jack, or wiring charges), taxes or tax-like surcharges, or other Governmental Charges will not be waived. The Company will waive the Customer’s Interstate Calling Card Surcharges. Payment Arrangements: Customer agrees to pay all Company charges within 30 days of receipt of invoice. OPTION NO. 56105302, Amendment 2 Term: 36 months Upon expiration balance of the Term; plus (d) all related fees charged by third parties, including without limitation, all termination charges due to third party service providers. The Parties agree that this paragraph constitutes liquidated damages (and not a penalty), and further agree that this paragraph sets forth a reasonable estimate of Masergy’s actual damages in the Agreement will event of an early cancellation or termination by Customer, which damages would otherwise be automatically extended on a month-to-month basis unless either party terminates this Agreement upon at least sixty (60) days written notice prior impossible to the end of the Initial Term ascertain. Indemnity. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD MASERGY, ITS PRINCIPALS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (“Extended TermMASERGY INDEMNIFIED PARTIES”). During the Extended Term) HARMLESS FROM AND AGAINST ANY LOSS, either party may terminate this Agreement upon at least sixty COST, DAMAGE OR EXPENSE (60INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND COURT COSTS) days prior written notice. Minimum Annual Volume Commitment (“AVC”): $215,000 in Total Service Charges Total Service Charges means all chargesARISING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER OR CUSTOMER’S PRINCIPALS, after application of all discounts and creditsOFFICERS, incurred by Customer for Service provided under this AgreementDIRECTORS, excluding: Taxes, Governmental Charges, equipment; Company ILEC, Company Wireless, Document Delivery Fax, non-recurring charges, charges incurred for goods and services acquired by Company as Customer’s agent for customer, international pass-through access charges (i.e., Type 3/PTT) and charges for international service provided by Company (i.e., Type 1) and other charges expressly excluded by this AgreementAGENTS AND EMPLOYEES.