Underutilization and Termination with Liability Clause Samples

Underutilization and Termination with Liability. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 25% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 of the AVC then the Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) an amount equal to 25% of the difference between 1/12 of the AVC and the Customer’s Total Service Charges during such monthly billing period. If (a) the Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer.

Underutilization and Termination with Liability. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 100% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If: (a) Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) Company terminates this Agreement for Cause then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination, plus (ii) an amount equal to 100% of the unsatisfied AVC remaining during the year of termination, and for each subsequent Contract Year remaining in the Term, plus (iii) a pro rata portion of any and all credits received by Customer.

Underutilization and Termination with Liability. If, in any Contract Year during the Term, Customer's Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement; and (b) an "Underutilization Charge" in an amount equal to 25% of the difference between the AVC and Customer's Total Service Charges during that Contract Year. If in any monthly billing period during the Extended Term, the Customer’s Total Service Charges do not meet or exceed 1/12 of the AVC then the Customer shall pay: (a) all accrued but unpaid charges incurred under this Agreement, and (b) an amount equal to 25% of the difference between 1/12 of the AVC and the Customer’s Total Service Charges during such monthly billing period. If (a) the Customer terminates this Agreement before the end of the Term for reasons other than Cause; or (b) the Company terminates the Agreement for Cause then the Customer will pay, within 30 days after such termination: (i) all accrued but unpaid charges incurred through the date off such termination, plus (ii) an amount equal to 25% of the unsatisfied AVC remaining during the year of the termination, and for each subsequent Contract Year remaining in the term, plus (iii) a pro rata portion of any and all credits received by Customer. Customer will receive a credit equal to $130,000.00 and a second credit equal to $120,000.00, to be applied against Customer’s designated Services Charges incurred for Interstate and International Services and any other services mutually agreed by Company and Customer. Fund Deposit: Customer will receive a credit of $60,000.00, to be applied to Customer’s Fund account. Achievement Credits: If during any contract year, Customer's annual Total Service Charges equal one of the levels below, Customer shall receive the corresponding Achievement Credits. The Achievement Credit will be applied against Customer's designated Total Service Charges incurred for Interstate and International services and any other services mutually agreeable by the Company and Customer. Award of Achievement Credit: Customer will receive an Achievement Credit equal to $50,000.00, plus Taxes and Governmental Charges, to be applied against Customer’s Interstate and International Total Service Charges.

Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term; Customer shall pay an “Underutilization Charge” equal to 75% of the unmet AVC. If (a) Customer’s terminates the agreement before the end of the Term for reasons other than Cause or (b) Company terminates the Agreement for Cause then Customer will pay within 30 days after such termination: (i) and amount equal to 75%of the unsatisfied AVC remaining during the year of termination and for each subsequent Contract Year remaining in the Term, plus a pro rata portion of any credits received by Customer.

Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 75% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 75% of the unmet AVC plus a pro rata portion of any credits received by Customer. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: On the Network V Cross Connect Promotion LD Voice – Outbound Stimulus Promotion General Installation Waiver Promotion – V5.0 OPTION NO: 66857900 Initial Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). Minimum Annual Volume Commitment (“AVC”): Customer agrees to pay Company no less than $60,000 in Total Service Charges in each twelve month period during the Initial Term (“Contract Year”).

Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 75% of the unmet AVC. If: (a) Customer terminates the Agreement before the end of the Term for reasons other than Cause; or (b) Company terminates the Agreement for Cause then Customer will pay within 30 days after such termination an amount equal to 75% of the Term plus a pro rata portion of any credits received by Customer. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: General Installation Waiver Promotion – V5.0 OPTION NO: 328838 Initial Term: 36 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): $500,000 in Total Service Charges (“AVC”) during each contract year of the Term.

Underutilization and Termination with Liability. If the Customer's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, the Customer shall pay an "Underutilization Charge" in an amount equal to 25% of the unmet AVC. If the Customer's Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by the Customer without Cause or by the Company with cause, the Customer shall pay an “Early Termination Charge” equal to 25% of the unmet AVC plus a pro rata portion of any and all credits received by Customer. Term: 12 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”): $600.00 in Total Service Charges

Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any contract year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 50% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any contract year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 50% of the unmet AVC plus a pro rata portion of any credits received by Customer. Promotions: The Customer is eligible for the following promotions as set forth in the Guide: Regional Checkbook – Monthly Option – 3 Plus Years Flex T1 Promotion – (Enhanced Package) LD Voice – Inbound Stimulus Promotion OPTION NO: 327745 Initial Term: 60 months Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least sixty (60) days written notice prior to the end of the Initial Term (“Extended Term”). The terms of the Agreement will continue to apply during any service-specific commitments that extend beyond the Term. Annual Volume Commitment (“AVC”): N/A Data Services:

Underutilization and Termination with Liability. If Customer's Total Service Charges do not reach the AVC, in any Contract Year during the Initial Term, Customer shall pay an “Underutilization Charge” equal to 25% of the unmet AVC. If Customer’s Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by the Company with Cause, Customer shall pay an “Early Termination Charge” equal to 25% of the unmet AVC plus a pro rata portion of any credits received by Customer. Promotions: REGIONAL CHECKBOOK – MONTHLY OPTION – 2 YEARS NEW CUSTOMER INCENTIVE PROMOTION – (7% INVOICE CREDIT) Initial Term: 36 months Commencing on the 21st Amendment Effective Date, the Customer elects to extend the Term of the Agreement for the second one year Extended Term. After the end of the Term, the Term may be extended for two (2) additional one year periods (each an “Extended Term”), provided Customer provides written notice of its intent to extend the Term at least thirty (30) days prior to the end of the Term or then-current Extended Term, as the case may be. Upon expiration of the Term, the Agreement will be automatically extended on a month-to-month basis unless either party terminates the Agreement upon at least ninety (90) days written notice prior to the end of the Initial Term (“Extended Term”).