Common use of Termination with Liability Clause in Contracts

Termination with Liability. If: (a) Customer terminates this Agreement before the end of Initial Term for reasons other than Cause; or (b) MCI terminates this Agreement for Cause pursuant to the Section entitled “Termination,” then Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% of the AVC for each Contract Year (and a pro rata portion thereof for any partial Contract Year) remaining in the unexpired portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all credits received by Customer. Customer will receive a one-time credit of $3,000 to be applied to Customer’s interstate Total Service Charges in the first month following the amendment effective date. Customer shall receive a monthly recurring credit equal to the product of 35% multiplied by Customer's Local CLEC Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Customer shall receive a monthly recurring credit equal to the product of 35% multiplied by Customer's Local and Long Distance Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Customer will receive a monthly credit equal to: (a) the difference between the rates set forth below for the states listed below and the standard intrastate Tariffed Outbound and Inbound Voice Service rates for the states listed below, multiplied by (b) the number of minutes of Customer intrastate Outbound and Inbound Voice Service usage in the states listed below during that current monthly period. The resulting dollar amount of the credit will be applied to Customer’s Interstate Total Services Charges for Voice and Data. $0.0204 to $0.0370 for Switched and Card as applicable and Dedicated and Local State California

Termination with Liability. If: (a) Customer terminates this Agreement before the end of Initial the Term for reasons other than Cause; or (b) MCI Company terminates this Agreement for Cause pursuant to the Section entitled titled “Termination,” ”, then Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 5025% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year (and a pro rata portion thereof for any partial Contract Year) remaining in the unexpired portion of the Initial Term on the date of such terminationTerm, plus (iii) a pro rata portion of any and all credits received by Customer. Non-Recurring Credit: Company Fund Credit. Customer will shall receive a one-time credit in the amount of Fifteen Thousand Dollars ($3,000 15,000), to be applied to deposited in Customer’s interstate Total Service Charges Company Fund (the “Fund”) in the first month (1st) full monthly billing period following the amendment effective date. Customer shall receive a monthly recurring credit equal The Fund is subject to the product of 35% multiplied by Customer's Local CLEC Total Service Charges for terms and conditions in the current monthly billing period based on standard Tariff ratesGuide, as amended from time to time in accordance with the law. Company reserves the right to change Company Fund programs, benefits, conditions, and/or participation in whole or in part. The resulting credit shall be applied Fund benefits are not transferable. All products and services of participating vendors are subject to Customer's Total manufacturer/vendor availability, and prices are subject to change without notice. Recurring Credit: Intrastate Outbound, Inbound and Calling Card Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Customer shall receive a monthly recurring credit equal to the product of 35% multiplied by Customer's Local and Long Distance Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied(Option 2). Customer will receive a monthly credit equal to: (a) the difference between the rates set forth below for the states listed below and the standard intrastate Tariffed Outbound and Inbound Voice Service rates for the states listed below, multiplied by (b) the number of minutes of Customer Customer’s intrastate Outbound and Inbound Voice Service usage in the states listed below during that current monthly period. The resulting dollar amount of the credit will be applied to Customer’s Interstate interstate Total Services Service Charges for Voice and Data. $0.0204 Notwithstanding the foregoing, in no event may the amount of such credit exceed Customer’s interstate Total Service Charges for the monthly billing period in which that credit is to $0.0370 for be applied. State Switched and Card as applicable and Dedicated and Local State CaliforniaNew York $0.0675 $0.0400 Waivers: Installation Waiver: Company will waive the one-time installation charges 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) Long Distance Recovery, (xi) Audio, Video and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Published Service, (xv) Telecommunications Service Priority, and (xvi) Services provided by Company incumbent local exchange carriers (“ILECs”) or by Cellco Partnership and its affiliates d/b/a Company Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, 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.

Termination with Liability. If: (a) Customer terminates this Agreement before the end of Initial the Term for reasons other than Cause; or (b) MCI Company terminates this Agreement for Cause pursuant to the Section entitled titled “Termination,” ”, then Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 5025% of the AVC for each Contract Year (and a pro rata portion thereof for any partial Contract Year) unsatisfied TVC remaining in during the unexpired portion of the Initial Term on the date of such terminationTerm, plus (iii) a pro rata portion of any and all credits received by Customer. Notwithstanding the foregoing, if, Customer’s Total Service Charges equal or exceed One Million Nine Hundred Thousand Dollars ($1,900,000.00), Customer may terminate this Agreement upon 30 days written notice and Customer will not incur any early termination or underutilization charges as a result thereof, provided, however, Customer must comply with disconnection of service requirements set forth in the Guide. Non-Recurring Credit: Sign-Up Credit. Provided that the Customer delivers this Agreement to Company no later than the Acceptance Deadline, Customer shall receive a one-time credit of $3,000 to 62,000.00, which will be applied against Customer’s interstate Total Service Charges in Month 3 of the Term. If Customers interstate Total Service Charges for such monthly billing period are less than the Sign-Up Credit, the excess amount of such Sign-Up Credit will then be applied to Customer’s interstate Total Service Charges in the first month following the amendment effective date. Customer shall receive a monthly recurring credit equal to the product of 35% multiplied by Customer's Local CLEC Total Service Charges for the current next consecutive monthly billing period based on standard Tariff ratesperiod. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in In no event shall will the amount of any such credit Sign-Up Credit exceed Customer's ’s interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Recurring Credit: CLEC Local Service (Option 2). For CLEC Local Service, Customer shall receive a monthly recurring credit equal to will pay the product of 35% multiplied by Customer's Local and Long Distance Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be appliedtariffed rate provided under this Agreement. Customer will receive a monthly recurring credit to be applied to Customer’s Total Service Charges for Interstate Services hereunder equal to: to the difference between (a) Customer’s total applicable recurring service charges for CLEC Local Service at the difference between the applicable tariff rates set forth below for the states listed below and the standard intrastate Tariffed Outbound and Inbound Voice Service rates for the states listed below, multiplied by (b) the number of minutes of Customer intrastate Outbound and Inbound Voice Service usage in the states listed below during that current monthly period30%. The resulting dollar amount of the credit will be applied to Customer’s Interstate Total Services Service Charges. Notwithstanding the foregoing, in no event will the amount of such credit exceed Customer’s Interstate Total Service Charges for Voice the monthly billing period in which that credit is to be applied. Waiver: Installation Waiver. Company will waive the one-time installation charges associated with the implementation of Services, provided by MCI Network Services, Inc. or MCI Financial Management Corp., as applicable, on behalf of MCI Communication Services, Inc. d/b/a Company Business Services; MCI metro Access Transmission Services, LLC d/b/a Company Access Transmission Services; MCI metro Access Transmission Services of Virginia Inc. d/b/a Company Access Transmission Services of Virginia; or MCI metro Access Transmission Services of Massachusetts, Inc. d/b/a Company Access Transmission Services of Massachusetts, (collectively “MCI Legacy Company”) 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 DataCompany International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE, (ix) Advantage Services, (x) Enhanced Call Routing, and (xi) Security Services. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, and 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. Term: 24 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”): $0.0204 to $0.0370 12,000.00 in Total Service Charges Total Service Charges” means all charges, after application of all discounts and credits, incurred by Customer for Switched Services provided under this Agreement, specifically excluding: (a) Taxes; (b) charges for equipment (unless otherwise expressly stated herein); (c) charges for Company ILEC services (d) Company Wireless charges, (e) charges incurred for goods or services where Company acts as agent for Customer in its acquisition of goods or services; (f) non-recurring charges; (g) Governmental Charges; (h) international pass-through access charges (i.e., Type 3/PTT) and Card as applicable charges for international access provided by Company (i.e., Type 1); and Dedicated and Local State California(i) other charges expressly excluded by this Agreement.

Termination with Liability. If: If (a) the Customer terminates this Agreement the agreement before the end of the Initial Term for reasons reason other than Cause; or for cause of (b) MCI the Company terminates this Agreement the agreement for Cause pursuant to cause, then the Section entitled “Termination,” then Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 50% 25 percent of the unsatisfied AVC for each Contract Year (and a pro rata portion thereof for any partial Contract Year) annual period remaining in the unexpired portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all installation waiver credits, sign-up credits, or up-front credits received by provided to the Customer. Credits: For Intrastate Outbound and Inbound Voice Service, Customer will pay the standard domestic intrastate tariffed rates for intrastate outbound, calling card usage and intrastate inbound (toll free). Other long distance rates and charges are set forth in the applicable tariffs. Customer will receive a one-time monthly recurring credit of $3,000 to be applied to Customercustomer’s total service charges for interstate Total Service Charges in the first month following the amendment effective date. Customer shall receive a monthly recurring credit services hereunder equal to the product of 355% multiplied by Customer's Local CLEC Total Service Charges ’s intrastate outbound and inbound voice service total service charges for the current monthly billing period based on standard Tariff ratesperiod. The resulting dollar amount of the credit shall will be applied to Customer's Total Service Charges for customer’s interstate voice Services hereundertotal service charges. Notwithstanding the foregoing, in no event shall may the amount of any such credit exceed Customer's interstate ’s Interstate Total Service Charges for the monthly billing period in which such that credit is to be applied. For Intrastate Outbound Texas Voice Service, Customer shall receive a monthly recurring credit equal to will pay the product of 35% multiplied by Customer's Local standard domestic intrastate tariffed rates for intrastate outbound, calling card usage. Other long distance rates and Long Distance Total Service Charges for charges are set forth in the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be appliedapplicable tariffs. Customer will receive a monthly recurring credit to be applied to customer’s total service for interstate services hereunder equal to: (a) to the difference between the rates set forth below for the states listed below and the standard intrastate Tariffed Outbound and Inbound Voice Service rates for the states discounts listed below, multiplied by (b) customer’s intrastate outbound service total service charges for the number of minutes of Customer intrastate Outbound and Inbound Voice Service usage in the states listed below during that current monthly billing period. The resulting dollar amount of the credit will be applied to Customer’s Interstate interstate Total Services Charges service charges. Notwithstanding the foregoing, in no event may the amount of such credit exceed Customer’s interstate total service charges for Voice and Datathe monthly billing period in which that credit is to be applied. Customer will receive the following 17% to 30% discount as referenced in above paragraph. One-Time Fund Deposit: Customer will receive a one-time credit of $0.0204 14,128.38, to $0.0370 be applied to Customer’s Fund account. Promotions: The Customer is eligible for Switched and Card the following promotions as applicable and Dedicated and Local State Californiaset forth in the Guide: Install Waiver – Digital T1 Access Interlata Long Distance Pic Fee Credit Promotion Company Flexible T1 Solution Promotion

Termination with Liability. If: (a) Customer terminates this Agreement before the end of Initial the Term for reasons other than Cause; or (b) MCI Verizon terminates this Agreement for Cause pursuant to the Section entitled titled “Termination,” ”, then Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 5025% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year (and a pro rata portion thereof for any partial Contract Year) remaining in the unexpired portion of the Initial Term on the date of such terminationTerm, plus (iii) a pro rata portion of any and all credits received by Customer. Recurring Credit: CLEC Local Service (Option 2). For CLEC Local Service, Customer will pay the standard tariffed rate provided under this Agreement. Customer will receive a one-time monthly recurring credit of $3,000 to be applied to Customer’s interstate Total Service Charges in the first month following the amendment effective date. Customer shall receive a monthly recurring credit equal to the product of 35% multiplied by Customer's Local CLEC Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Interstate Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Customer shall receive a monthly recurring credit hereunder equal to the product of 35% multiplied by Customer's Local and Long Distance Total Service Charges for the current monthly billing period based on standard Tariff rates. The resulting credit shall be applied to Customer's Total Service Charges for interstate voice Services hereunder. Notwithstanding the foregoing, in no event shall the amount of any such credit exceed Customer's interstate Total Service Charges for the monthly billing period in which such credit is to be applied. Customer will receive a monthly credit equal to: difference between (a) Customer’s total applicable recurring service charges for CLEC Local Service at the difference between the applicable tariffed rates set forth below for the states listed below and the standard intrastate Tariffed Outbound and Inbound Voice Service rates for the states listed below, multiplied by (b) the number of minutes of Customer intrastate Outbound and Inbound Voice Service usage in the states listed below during that current monthly period30%. The resulting dollar amount of the credit will be applied to Customer’s Interstate Total Services Service Charges. Notwithstanding the foregoing, in no event will the amount of such credit exceed Customer’s Interstate Total Service Charges for the monthly billing period in which that credit is to be applied. Intrastate Outbound and Inbound Voice Service (Option 2). Customer will receive a monthly recurring credit equal to be applied to customer’s Total Service Charges for Interstate Services hereunder equal to 25% multiplied by Customer’s Intrastate Outbound and DataInbound Voice Service Total Service Charges for Massachusetts for the current monthly billing period. $0.0204 The resulting dollar amount of the credit will be applied to $0.0370 Customer’s interstate Total Service Charges. Notwithstanding the foregoing, in no event may the amount of such credit exceed Customer’s Total Service Charges for Switched the monthly billing period in which that credit is to be applied. Intrastate Outbound and Card as applicable Inbound Voice Service (Option 2). Customer will pay standard rates for Intrastate Outbound and Dedicated Inbound Voice Service (Option 2) in Massachusetts, less a fixed discount of twenty-five percent (25%). Local Service – CLEC Credit Based on Local Usage: Customer will receive a credit equal to 30% multiplied times Customer’s Tariffed usage charges and MRCs for Local Service and Local State Californiaand Long Distance Service Bundles under this Service Attachment excluding EUCL charges, Operator Service Charges and Directory Assistance. The resulting dollar amount of the credit will be applied to Customer's Total Service Charges (plus equipment charges), excluding charges for intrastate telecommunications service. This credit will be reflected on Customer’s invoice, adjustment memo or other billing document within two billing cycles after the billing cycle on which it is based. Notwithstanding the foregoing, in no event may the amount of such credit exceed Customer's Total Service Charges (plus equipment charges) – excluding charges for intrastate telecommunications service – for the monthly billing period in which that credit is to be applied. Waiver: AC/COC Charges. Verizon will waive the applicable Access Coordination (“AC”) and Central Office Connection (“COC”) charges for Dedicated Access Service under this Agreement. Installation Waiver. Verizon will waive the one-time installation charges 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 Verizon International), (v) Data Center, (vi) Paging, (vii) Managed Services, (viii) CPE (ix) Enhanced Call Routing, (x) Local Disaster Recovery, (xi) Audio, Video, and Net Conferencing, (xii) Voice over IP Services, (xiii) Security Services, (xiv) Non-Listing/Non-Publishing Services, (xv) Telecommunications Service Priority, and (xvi) Services provided by Verizon incumbent local exchange carriers (“ILEC”) or Cellco Partnership and its affiliates d/b/a Verizon Wireless. Usage charges, monthly recurring charges, expedite charges, change charges, surcharges, charges for an unlisted or non-published number, 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. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: INSTALL WAIVER – DIGITAL T1 ACCESS. Verizon will waive the one-time installation charges for the Services identified below, and related local loop access service, provided by MCI Communications Services, Inc. d/b/a Verizon Business Services; MCI metro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services; MCI metro Access Transmission Services of Virginia Inc. d/b/a Verizon Access Transmission Services of Virginia; or MCI metro Access Transmission Services of Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts, (collectively “MCI Legacy Company”) within the 48 contiguous U.S. States provided under this Agreement. Customer will receive this promotional waiver benefit on any eligible service provided under this promotion during the Term of the service agreement of which it is a part. 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. Services included in the waiver: Network Access.