# Mitigation of Damages Agreement
**This Mitigation of Damages Agreement ("Agreement") is made and entered into as of [Date], by and between [Party A Name] ("Claimant"), with an address at [Claimant Address], and [Party B Name] ("Respondent"), with an address at [Respondent Address].**
## 1. Background
WHEREAS, Claimant and Respondent are involved in a contractual relationship pursuant to which Claimant has suffered certain damages as a result of Respondent’s actions or omissions; and
WHEREAS, both parties wish to outline their responsibilities regarding the mitigation of such damages;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
## 2. Definition of Damages
**For the purposes of this Agreement**, "Damages" shall refer to any financial losses, costs, expenses, or other liabilities incurred by the Claimant as a result of Respondent’s breach of contract, negligence, or other wrongful acts.
## 3. Duty to Mitigate
Both parties acknowledge that:
- Claimant has a duty to mitigate damages incurred as a result of Respondent’s actions.
- Claimant shall take reasonable steps to reduce or eliminate damages, including but not limited to:
- Engaging alternative service providers;
- Accepting reasonable offers from third parties;
- Taking proactive measures to remedy the situation.
## 4. Notification of Damages
Claimant agrees to:
- Notify Respondent within [number of days] of becoming aware of any damages suffered.
- Provide Respondent with a clear description of the damages incurred and the steps taken (or to be taken) to mitigate such damages.
## 5. Cooperation
Respondent agrees to:
- Cooperate reasonably with Claimant in their efforts to mitigate damages.
- Provide any necessary assistance, information, or resources that may be required by the Claimant for effective mitigation.
## 6. Limitations on Liability
- Claimant’s failure to mitigate damages may result in a reduction of recovery in any legal action arising out of the damages.
- Respondent shall not be liable for any damages that could have been prevented or minimized by the Claimant's reasonable actions.
## 7. Dispute Resolution
- Any disputes arising under this Agreement shall be resolved first through amicable negotiation between the parties.
- If negotiation fails, the parties agree to submit to mediation in accordance with the rules of the [Mediation Service Provider or Mediation Association] prior to pursuing any legal action.
## 8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any legal proceedings arising under this Agreement shall be held in the courts located in [City, State].
## 9. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the mitigation of damages and supersedes all prior discussions, agreements, or understandings, whether written or oral.
## 10. Amendments
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
## IN WITNESS WHEREOF, the parties hereto have executed this Mitigation of Damages Agreement as of the date first above written.
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**[Party A Name]**
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
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**[Party B Name]**
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
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*This document is a template and should be reviewed by legal counsel before use to ensure compliance with applicable laws and the specific circumstances of the parties involved.*