Common use of Default Charge Clause in Contracts

Default Charge. Company must pay the Default Charge for each unit of Product (including COAs) distributed in violation of the terms of this Agreement. If Company cannot account for Product, those missing Products will be deemed to have been distributed in violation of this Agreement. The parties agree that the unauthorized distribution of Product would result in damages to MS that are impractical and difficult to ascertain. The parties also agree that the Default Charge is a reasonable and genuine estimate of the loss to MS. The Default Charge for each Product is *** of the royalty for the Product (excluding discounts and rebates), less any royalty paid. Payment of the Default Charge and any late fees shall constitute MS’ sole and exclusive compensatory remedy in case of unauthorized distribution of Product software, recovery media or COAs, provided, that this does not limit MS’ ability to seek equitable relief in case of unauthorized distribution of same.