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B. Termination for Convenience. Customer may terminate a Service during the applicable <br />Order Term, or the Agreement during the Agreement Term, by providing 60 days' <br />written notice to CenturyLink. In the case of such termination for convenience, Customer <br />will be liable for early termination fees set forth in the Agreement. <br />14.3 Early Termination Liability. <br />A. Calculation of Early Termination Liability. If Customer terminates a Product or <br />Service in whole or in part, before expiration of the applicable Order Term (unless due to <br />CenturyLink's material failure), or CenturyLink terminates a Product or Service or <br />applicable Order as permitted under the Agreement, Customer will pay the following <br />early termination charges, which represent CenturyLink's reasonable liquidated damages <br />and not a penalty: <br />(1) General Liability. A lump sum equal to (a) 50% of the applicable monthly <br />charges, multiplied by the number of months remaining in the applicable Order <br />Term, plus (b) a pro rata amount of any waived installation chazges, any credits <br />issued (excluding any service level credits issued for any Service outages), and <br />initialization fees waived based upon the number of months remaining in the <br />applicable Order Term at the time'of termination; and <br />(2) Third Party Liability. Any liabilities imposed on CenturyLink by third parties, <br />such as other local exchange carriers and all nonrecoverable costs incurred by <br />CenturyLink as a result of ordering facilities required to operate the Product or <br />Service, as a result of Customer's eazly termination. <br />B. Waiver of Early Termination Liability. With CenturyLink's written approval, <br />Customer will not be liable for the early termination liability described in this Section for <br />a Service if Customer purchases another Service at the same time with the same or <br />greater monthly recurring chazge for an Order Term. at least equal to the greater of: the <br />regaining months in the original Order Term or one yeaz. <br />14.4 Disconnect Notice. CenturyLink will have up to 30 days to complete disconnection of a Service. <br />To complete disconnection, Customer must provide information required by CenturyLink. <br />Customer's failure to provide such information may delay or~revent the disconnection. Customer <br />will be responsible for all chazges through the later of the 30 day after CenturyLink received the <br />disconnect notice, or the date Customer stops using the Services. <br />15. FORCE MAJEURE. Neither party will be responsible for any delay, interruption or other failure to <br />perform under the Agreement due to acts, events, and causes beyond the control of the responsible party (a <br />"Force Majeure Event"). Force Majeure Events include: natural disasters (e.g., lightning, earthquakes, <br />hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or <br />equipment from third party suppliers; cable cuts by third parties, a local exchange carrier's activities, and <br />other acts of third parties; explosions and fires; embazgoes, strikes, and labor disputes; and governmental <br />decrees and any other cause beyond the reasonable control of a party. <br />16. DEFINITIONS. <br />16.1 "Affiliate" is a legal entity that directly or indirectly controls, is controlled by, or is under common <br />control with the party. An entity is considered to control another entity if it owns, directly or <br />indirectly, more than 50% of the total voting securities or other such similaz voting rights. <br />16.2 "Effective Date" is the date the last party signs the Agreement. <br />#280902v.10 - Page 9 of 11 Rev. 115.10 <br />