Termination. If (i) Customer fails to pay Evocative any undisputed charges when due and such failure
continues for two (2) days after written notice from Evocative or (ii) either party fails to observe
any other material term of this Agreement and such failure continues for 30 days after written notice
from the other party, then the non-defaulting party may terminate this Agreement, any SLA or any
Signed Order Form, in whole or in part, and subject to the limitations of this Agreement, pursue any
remedies it may have at law or in equity. If Customer cancels or terminates Service for convenience
or Evocative terminates Service for cause, Customer will pay Evocative a termination charge equal
to the sum of (A) if prior to the commencement of Service, (i) for “off-net” Service, third party
termination charges for the cancelled Service; (ii) for “on-net” Service, 1 month’s monthly
recurring charges for the cancelled Service; (iii) the non-recurring charges for the cancelled
Service; and (iv) the out of pocket costs (if any) of Evocative incurred in constructing facilities
necessary for Service delivery or (B) upon or following commencement of Service, (i) all unpaid
amounts for Service actually provided; and (ii) to the extent not recovered by the foregoing, any
termination liability payable to third parties by Evocative resulting from the termination and any out
of pocket costs incurred in constructing facilities to the extent such construction was undertaken to
provide the Services. In lieu of installation Service Level credits, if installation of Service is
delayed by more than 30 business days beyond the date by which Evocative committed to deliver
Service to the Customer, Customer may terminate the affected Service without liability upon written
notice to Evocative, provided (i) such notice is delivered prior to delivery of a notice by Evocative
for commencement of the affected Service and (ii) this right shall not apply where Evocative is
constructing facilities.
c) Termination for Insolvency. Either Party may immediately terminate this Agreement in the event the
other Party (a) admits in writing its inability to pay its debts as they become due, fails to satisfy
any judgment against it, or otherwise ceases operations of its business in the ordinary course,
(b) is adjudicated bankrupt or becomes insolvent, (c) winds up or liquidates its business
voluntarily or otherwise, (d) applies for, consents to or suffers the appointment of, or the taking of
possession of by, a receiver, custodian, assignee, trustee, liquidator or similar fiduciary of itself or of
all or any substantial portion of its assets, (e) makes a general assignment for the benefit of
creditors, (f) commences a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (g) files a petition seeking to take advantage of any other law providing for the
relief of debtors, (h) acquiesces to, or fails to have dismissed, within 30 days, any petition filed against
it in any involuntary case pursuant to such bankruptcy laws and/or (i) takes any action for the purpose
of effecting any of the foregoing