Liquidated Damages Agreement

LIQUIDATED DAMAGES AGREEMENT

This Liquidated Damages Agreement (the "Agreement") is entered into as of by and between Client Name: , Entity Type: Individual Corporation LLC , Address: (hereinafter "Obligee"), and Client Name: , Entity Type: Individual Corporation LLC , Address: (hereinafter "Obligor"). Obligee and Obligor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Obligor and Obligee entered into a certain agreement, contract or purchase order described as: dated (the "Underlying Contract");

WHEREAS, the Parties desire to fix the measure of damages that will be payable by Obligor to Obligee upon certain breaches or failures to perform under the Underlying Contract, as set forth in this Agreement, and to avoid uncertainty and protracted litigation regarding the remedy for such breaches;

WHEREAS, the Parties acknowledge and agree that the amounts set forth in this Agreement represent a reasonable pre-estimate of the probable damages and are not a penalty.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Breach Event" means any act or omission by Obligor described in Section 2 that constitutes a material breach of the Underlying Contract, including failure to deliver, failure to perform services, failure to meet milestone dates, or failing to cure a default within any contractual cure period.

2. LIQUIDATED DAMAGES — TRIGGERING EVENTS

Obligor shall pay liquidated damages to Obligee upon occurrence of a Breach Event as follows. Breach Events triggering liquidated damages include, without limitation, the following:

(a) Failure to achieve the performance milestone or delivery described as:

(b) Failure to cure such breach within days after written notice from Obligee.

3. AMOUNT AND METHOD OF CALCULATION

The Parties agree that, upon a Breach Event, Obligor shall pay liquidated damages calculated as follows:

(a) Fixed amount per occurrence: $ for each day of failure to perform after expiration of the cure period; or

(b) Alternative calculation (if applicable): a percentage of the contract value equal to % per week of delay, prorated to days.

(c) Notwithstanding the foregoing, total liquidated damages shall be capped at $ unless the Parties execute a written amendment.

4. PAYMENT AND INVOICING

Liquidated damages shall be due and payable within days after receipt of a written invoice from Obligee. Each invoice shall identify the Breach Event, the period of nonperformance, and the calculation of damages in reasonable detail. Payments shall be made in U.S. dollars to the following account or address:

5. MITIGATION; OFFSET

Obligee shall use commercially reasonable efforts to mitigate damages resulting from a Breach Event. Obligee's recovery under this Agreement shall be reduced by amounts Obligee recovers or reasonably could have recovered through mitigation. Obligor shall not be entitled to offset liquidated damages against other amounts owed to Obligee except by express written agreement.

6. ACKNOWLEDGMENT OF REASONABLENESS

The Parties acknowledge and agree that the calculation of liquidated damages set forth in Section 3 constitutes a reasonable estimation of anticipated or actual harm and is not intended to operate as a penalty. If any court of competent jurisdiction determines the liquidated damages provision to be unenforceable, the Parties agree that Obligee's remedies shall be limited to actual damages, subject to any limitation of liability provision in the Underlying Contract.

7. REMEDIES CUMULATIVE; LIMITATION OF LIABILITY

Except as otherwise provided in this Agreement, the rights and remedies of the Parties arising under this Agreement are cumulative and in addition to, and not exclusive of, any other remedies available at law or in equity. Notwithstanding the foregoing, neither Party shall be liable for indirect, incidental, consequential or punitive damages arising out of or related to this Agreement, except to the extent such damages are the direct, proximate result of willful misconduct or gross negligence.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT

This Agreement, together with the Underlying Contract (to the extent incorporated by reference herein), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall endeavor in good faith to replace such invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that preserves, to the maximum extent possible, the original intent of the Parties.

13. FURTHER ASSURANCES

Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the provisions and intent of this Agreement.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the date first written above.

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