# Consequential Damages Waiver Agreement
**This Consequential Damages Waiver Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**Party A:** [Full Name or Entity Name],
Address: [Address]
City, State, Zip: [City, State, Zip Code]
**and**
**Party B:** [Full Name or Entity Name],
Address: [Address]
City, State, Zip: [City, State, Zip Code]
**Collectively referred to as "Parties."**
## 1. Purpose
The purpose of this Agreement is to outline the terms under which the Parties agree to waive their rights to claim consequential damages resulting from any breaches, failures, or delays in performance under [describe the underlying agreement or project].
## 2. Definitions
For the purposes of this Agreement, "Consequential Damages" shall mean any indirect, special, or punitive damages that arise from a breach of contract, including but not limited to lost profits, loss of business opportunities, loss of goodwill, and any other damages that are not directly attributable to the breach itself.
## 3. Waiver of Consequential Damages
The Parties agree that:
- **3.1** Neither Party shall be liable to the other for any Consequential Damages, regardless of the cause of action, whether in contract, tort, or any other legal theory.
- **3.2** This waiver applies to any claim arising out of or related to this Agreement, including but not limited to claims arising from delays, errors, omissions, or any other breach of duty.
## 4. Limitations
- **4.1** This Agreement does not waive any rights to recover direct damages that may arise under this Agreement or any underlying agreements between the Parties.
- **4.2** The Parties acknowledge that this waiver is a material inducement for entering into this Agreement, and that they would not have entered into this Agreement without this waiver.
## 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
## 6. Entire Agreement
This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior discussions, negotiations, and agreements.
## 7. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
## 8. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
## 9. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the date first above written.
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**Party A:**
Signature: ________________________
Name: [Printed Name]
Title: [Title]
Date: [Date]
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**Party B:**
Signature: ________________________
Name: [Printed Name]
Title: [Title]
Date: [Date]
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*Please review this Agreement carefully and consult with legal counsel before signing to ensure it meets your needs and complies with relevant laws.*