# Liquidated Damages Agreement
This Liquidated Damages Agreement (“Agreement”) is made and entered into as of [Date] by and between:
**Party A:**
[Name of Party A]
[Address of Party A]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
**Party B:**
[Name of Party B]
[Address of Party B]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
Collectively referred to as the “Parties.”
## Recitals
WHEREAS, the Parties have entered into a contract dated [Contract Date] (the “Principal Contract”) related to [Description of the Contract] (the “Project”);
WHEREAS, the Parties recognize that timely performance under the Principal Contract is essential and that delays could result in damages that are difficult to ascertain;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
## 1. Liquidated Damages
1.1 In the event that [Party B/Contractor] fails to complete the Project by the deadline of [Completion Date] as specified in the Principal Contract, [Party B] agrees to pay [Party A/Client] liquidated damages in the amount of [Amount] per day for each day of delay beyond the deadline (the “Liquidated Damages”).
1.2 The Parties acknowledge and agree that the Liquidated Damages set forth herein are a reasonable estimate of the actual damages that would be incurred by [Party A] as a result of such breach and are not a penalty.
## 2. Payment of Liquidated Damages
2.1 Should a delay in completion occur, [Party A] shall send a written notice to [Party B] within [Number of Days] days after the delay is identified, detailing the occurrence and duration of the delay.
2.2 The payment of Liquidated Damages shall not prevent [Party A] from seeking other remedies available under the Principal Contract or at law for any other damages resulting from [Party B]'s failure to perform.
## 3. Force Majeure
3.1 [Party B] shall not be liable for any Liquidated Damages arising from delays caused by events beyond [Party B]'s reasonable control, including but not limited to acts of God, war, terrorism, government actions, or other unforeseen circumstances.
## 4. Miscellaneous
4.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
4.2 **Amendments**: This Agreement may not be modified or amended except in writing signed by both Parties.
4.3 **Entire Agreement**: This Agreement constitutes the entire agreement between the Parties regarding liquidated damages and supersedes any prior agreements or understandings.
4.4 **Severability**: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
## IN WITNESS WHEREOF, the Parties hereto have executed this Liquidated Damages Agreement as of the date first above written.
**Party A:**
__________________________
[Name of Party A]
[Title]
[Date]
**Party B:**
__________________________
[Name of Party B]
[Title]
[Date]
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*This template is for informational purposes only and does not constitute legal advice. It is recommended to consult with a legal professional when drafting contracts or agreements.*