Common use of Default Charge Clause in Contracts

Default Charge. Company must pay the Default Charge for each unit of Product distributed in violation of this Agreement by Company, its Channel or OMs. If MS discovers unauthorized distribution by Company or its Channel, it will make commercially reasonable efforts to notify Company. Failure to give notice will not waive the Default Charge. 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. Payment of the Default Charge 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.