Common use of Payments Upon Early Termination Clause in Contracts

Payments Upon Early Termination. The prices for Services under this Agreement were determined by mutual agreement based upon certain assumed volumes of processing activity and the length of the Term of this Agreement. Customer acknowledges that without the certainty of such revenue during the remainder of the Term, EasyHRweb would have been unwilling to provide Services at the prices set forth in this Agreement. The parties agree that it would be difficult or impossible to ascertain EasyHRweb’s actual damages for a breach of this Agreement by Customer resulting in a termination of this Agreement before the end of the Term. Accordingly, in the event of a termination of this Agreement by EasyHRweb under the provisions of Section 8.1. Customer agrees to pay EasyHRweb as liquidated damages an amount equal to 60% of the greater of: (i) the monthly Minimum System Access Fees (as set forth in Schedule 1.3), or (ii) the monthly average of the System Access Fees invoiced to Customer by EasyHRweb during the twelve (12) monthly billing periods preceding the date of termination, multiplied by the number of months remaining in the Term of this Agreement. The parties acknowledge and agree that, after taking into account the terms of this Agreement and all relevant circumstances at the date hereof, the amount of liquidated damages payable by Customer is a reasonable and genuine estimate of the actual non-out-of-pocket damages which EasyHRweb would suffer if EasyHRweb were to fail to receive Customer's business for the remainder of the Term, and, in any event, does not constitute a penalty. Despite the foregoing, nothing in this Agreement shall limit EasyHRweb’s right to recover from Customer: (a) any amounts for which Customer is liable at the time of termination; (b) any payment under any indemnification provision of this Agreement; or (c) any incremental out-of-pocket costs incurred by EasyHRweb from the termination, such as severance costs.

Payments Upon Early Termination. The prices for Services under this Agreement were determined by mutual agreement based upon certain assumed volumes of processing activity and the length of the Term of this Agreement. Customer acknowledges that without the certainty of such revenue during the remainder of the Term, EasyHRweb BlueFinHR would have been unwilling to provide Services at the prices set forth in this Agreement. The parties agree that it would be difficult or impossible to ascertain EasyHRwebBlueFinHR’s actual damages for a breach of this Agreement by Customer resulting in a termination of this Agreement before the end of the Term. Accordingly, in the event of a termination of this Agreement by EasyHRweb BlueFinHR under the provisions of Section 8.1. Customer agrees to pay EasyHRweb BlueFinHR as liquidated damages an amount equal to 60% of the greater of: (i) the monthly Minimum System Access Fees (as set forth in Schedule 1.3), or (ii) the monthly average of the System Access Fees invoiced to Customer by EasyHRweb BlueFinHR during the twelve (12) monthly billing periods preceding the date of termination, multiplied by the number of months remaining in the Term of this Agreement. The parties acknowledge and agree that, after taking into account the terms of this Agreement and all relevant circumstances at the date hereof, the amount of liquidated damages payable by Customer is a reasonable and genuine estimate of the actual non-out-of-pocket damages which EasyHRweb BlueFinHR would suffer if EasyHRweb BlueFinHR were to fail to receive Customer's business for the remainder of the Term, and, in any event, does not constitute a penalty. Despite the foregoing, nothing in this Agreement shall limit EasyHRwebBlueFinHR’s right to recover from Customer: (a) any amounts for which Customer is liable at the time of termination; (b) any payment under any indemnification provision of this Agreement; or (c) any incremental out-of-pocket costs incurred by EasyHRweb BlueFinHR from the termination, such as severance costs.