# Loss of Bargain Rule Contract Agreement
**This Contract Agreement** ("Agreement") is made and entered into as of [Date] (the "Effective Date"), by and between:
**Party A:** [Full Name]
- **Address:** [Address]
- **Email:** [Email Address]
**Party B:** [Full Name]
- **Address:** [Address]
- **Email:** [Email Address]
Collectively referred to as the "Parties".
## Recitals
WHEREAS, the Parties wish to enter into this Agreement to stipulate the terms under which one Party may recover losses resulting from the other Party's failure to fulfill contractual obligations, in accordance with the loss of bargain rule; and
WHEREAS, the Parties agree to the following terms and conditions to ensure clarity and mutual understanding.
## 1. Definitions
1.1 **Loss of Bargain**: Refers to the amount of money that a party would have earned had the other party fulfilled their contractual obligation as originally agreed.
1.2 **Breach of Contract**: Occurs when one party fails to meet the terms of this Agreement.
1.3 **Compensatory Damages**: Damages awarded to compensate for actual losses suffered due to a breach of contract, but not for punitive purposes.
## 2. Responsibilities of the Parties
2.1 **Obligations of Party A**
- Party A shall fulfill its obligations as outlined in [describe specific obligations, e.g., deliver goods, provide services].
2.2 **Obligations of Party B**
- Party B shall fulfill its obligations as outlined in [describe specific obligations, e.g., make payments, provide access].
## 3. Breach and Remedies
3.1 **Breach Notification**
- Each Party agrees to notify the other Party in writing within [number] days of any suspected breach of this Agreement.
3.2 **Loss of Bargain Damages**
- In the event of a breach by either Party, the non-breaching Party shall be entitled to recover compensatory damages based on the loss of bargain rule, which reflects the financial loss incurred as a result of the breach.
3.3 **Limitations on Damages**
- Notwithstanding anything herein to the contrary, neither Party shall be liable for consequential, incidental, or punitive damages.
## 4. Dispute Resolution
4.1 **Negotiation**
- In the event of a dispute arising from this Agreement, the Parties agree to attempt to resolve the dispute through good faith negotiations.
4.2 **Mediation**
- If negotiations fail, the Parties agree to submit the dispute to mediation before pursuing any legal remedies.
## 5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 6. Miscellaneous
6.1 **Amendments**
- This Agreement may only be amended in writing signed by both Parties.
6.2 **Entire Agreement**
- This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior negotiations and agreements.
6.3 **Severability**
- If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
## IN WITNESS WHEREOF
The Parties have executed this Agreement as of the Effective Date first above written.
**Party A:**
Signature: _________________________
Name: [Full Name]
Date: [Date]
**Party B:**
Signature: _________________________
Name: [Full Name]
Date: [Date]
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**Note:** This template is for informational purposes only and does not constitute legal advice. Consider consulting with a qualified attorney to customize this agreement for your specific situation.