# Incidental Damages Agreement
**This Incidental Damages Agreement ("Agreement")** is made and entered into as of the ___ day of __________, 20___, by and between:
**Parties:**
1. **[Party A Name]**
- Address: [Party A Address]
- Email: [Party A Email]
- Phone: [Party A Phone]
(hereinafter referred to as "Party A")
2. **[Party B Name]**
- Address: [Party B Address]
- Email: [Party B Email]
- Phone: [Party B Phone]
(hereinafter referred to as "Party B")
Collectively referred to as the "Parties".
## 1. Purpose
This Agreement outlines the terms under which Party A shall be liable for incidental damages arising from or related to [Describe the context or transaction that may lead to incidental damages].
## 2. Definition of Incidental Damages
**Incidental Damages** refer to any direct, indirect, consequential, special, or punitive damages that result from a breach of contract or through failure to deliver agreed-upon services or goods. This may include, but is not limited to, lost profits, loss of business opportunities, or other economic losses.
## 3. Terms and Conditions
1. **Liability**:
- Party A shall be responsible for all incidental damages incurred by Party B as a result of [specific situations or breaches] during the execution of this Agreement.
2. **Notification**:
- Party B agrees to provide written notice to Party A of any incident that may give rise to incidental damages within ___ days of becoming aware of such incident.
3. **Limitations**:
- Liability for incidental damages shall not exceed the total amount paid by Party B to Party A under this Agreement.
4. **Exclusions**:
- Incidental damages resulting from factors beyond the control of Party A, including but not limited to natural disasters, acts of government, or third-party actions, shall be excluded from liability.
## 4. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of [Insert State], without regard to its conflict of law principles.
## 5. Entire Agreement
This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior negotiations, agreements, or understandings, whether written or oral.
## 6. Amendments
Any amendments to this Agreement must be in writing and signed by both Parties.
## 7. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions shall remain in full force and effect.
## 8. 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 Incidental Damages Agreement as of the date first above written.
**Party A:**
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: ________________________________
**Party B:**
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: ________________________________
---
*Note: This document is a template and should be modified to fit the specific needs and legal requirements relevant to the Parties involved. It is advisable to consult with a legal professional before executing any contract.*