# Duty to Mitigate Agreement
**This Duty to Mitigate Agreement (“Agreement”) is made and entered into as of the [Date], by and between:**
**[Party A Name]**
Address: [Party A Address]
Email: [Party A Email]
(Hereinafter referred to as "Party A")
AND
**[Party B Name]**
Address: [Party B Address]
Email: [Party B Email]
(Hereinafter referred to as "Party B")
**Collectively referred to as the "Parties".**
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## 1. Purpose
The purpose of this Agreement is to outline the responsibilities of the Parties regarding the duty to mitigate damages in the event of a breach or default of any contractual obligations.
## 2. Duty to Mitigate
### 2.1 Obligation to Mitigate
Each Party agrees to take reasonable steps to mitigate any damages that may result from a breach or termination of any applicable agreement between them.
### 2.2 Definition of Mitigation
Mitigation refers to the obligation of a party to minimize damages that arise from a breach of contract. This includes, but is not limited to, seeking alternative arrangements and taking appropriate action to reduce potential losses.
## 3. Notification
### 3.1 Notice of Breach
In the event of a breach of this Agreement or any related contract, the non-breaching Party shall notify the breaching Party in writing within [number of days] days of discovering the breach.
### 3.2 Mitigation Steps
Upon receiving notice of a breach, the non-breaching Party shall provide the breaching Party with a clear outline of the steps taken or to be taken to mitigate the damages.
## 4. Review and Agreement of Mitigation Steps
### 4.1 Collaborative Effort
Both Parties shall cooperate in good faith to review and agree upon the steps needed for effective mitigation of damages.
### 4.2 Documentation
All mitigation steps shall be documented, and the Parties may share relevant information that aids in the mitigation process.
## 5. Liability
### 5.1 Limitation of Liability
Neither Party shall be liable for any damages that could have been reasonably mitigated had the non-breaching Party taken appropriate actions as required by this Agreement.
### 5.2 Indemnification
Each Party shall indemnify and hold the other Party harmless from any losses arising out of the failure to mitigate damages as required by this Agreement.
## 6. 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 law principles.
## 7. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter contained herein and supersedes all prior agreements, negotiations, and discussions.
## 8. Modification
This Agreement may only be modified by a written document signed by both Parties.
## 9. Signatures
IN WITNESS WHEREOF, the Parties hereto have executed this Duty to Mitigate Agreement as of the date first above written.
**[Party A Name]**
Signature: ________________________
Name: [Name of Party A Representative]
Title: [Title]
Date: _____________________________
**[Party B Name]**
Signature: ________________________
Name: [Name of Party B Representative]
Title: [Title]
Date: _____________________________
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*End of Document*