Violation of [***] Exception. In the event that the average percentage of [***] directed to alternative providers pursuant to Section 3.1.2(b) (the “Alternative Provider [***]”) exceeds the [***] Exception during any Reporting Period, and the Alternative Provider Percentage for such Reporting Period and the subsequent Reporting Period, calculated as an average of such two Reporting Periods together) also exceeds the [***] Exception, then, as Microsoft’s sole and exclusive remedy, [***] follows: (i) for each [***] point or portion thereof, up to [***] percentage points (i.e., up to a [***] Alternative Provider [***] ), by which the [***] Exception was exceeded (as an average across the [***] relevant Reporting Periods), the [***] for each month during the applicable Reporting Periods will be [***]; (ii) for each additional [***] point or portion thereof, up to [***] points (i.e., for Alternative Provider [***] above [***] and up to [***]), by which the [***] Exception was exceeded (as an average across the two relevant Reporting Periods), the [***] will be reduced by [***]; and (iii) for each [***] thereof above [***] (i.e., for Alternative Provider [***]), by which the [***] Exception was exceeded (as an average across the two relevant Reporting Periods), [***]. For example: [***]. (B) If, instead, [***] were directed to alternative providers pursuant to Section 3.1.2(b) during the first Reporting Period, and [***] were directed to alternative providers during the second Reporting Period, the [***] would be [***] and [***] Exception-Based Adjustment would apply to any months during such Reporting Periods. A [***] Exception-Based Adjustment will apply only once (if at all) for any Reporting Period, and if the Alternative Provider [***] for an individual Reporting Period has been taken into consideration in applying such an adjustment, calculation of potential future [***] Exception-Based Adjustments will be made only with respect to subsequent Reporting Periods (for instance, in Example (A) above, there would be no further adjustments to the [***] for any month in the second Reporting Period and the Parties will start over counting in the third Reporting Period). If a Microsoft report of [***] under Section 3.1.4 and Section 4.2.1 is materially inaccurate or if Microsoft fails to provide such a report within three weeks of the due date, then this Section 3.1.5 shall not apply for the inaccurately or untimely reported month(s) and the parties will work together in good faith and equitabl...
