Liquidated Clause Samples

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 64 Remedies The parties shall be entitled to exercise any right or Yes, I Agree remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator’s fee and any associated filing fee equally. Mediation shall be held in Camp or ▇▇▇▇▇ County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? 65 Remedies Explanation of No Answer 66 Choice of Law The agreement between the Vendor and TIPS/ESC Yes Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located outside Texas. Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms?

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non-binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or ▇▇▇▇▇ County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if Yes, I Agree signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms?

Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? Yes

Liquidated. Damages If specified in Section 3: Data Sheet, IOM shall apply Liquidated Damages for the damages and/or risks caused to IOM resulting from the Contractor’s delays or breach of its obligations as per the Contract.

Liquidated. DAMAGES (LD)

Liquidated. DAMAGES (a) The Vendor must manufacture and deliver the Goods or perform the Services in accordance with the provisions of the Purchase Order on or before the Delivery Date. (b) If the Vendor does not comply with clause 26(a) then the Vendor is liable for and must pay to the Purchaser the Liquidated Damages Amount. (c) The Liquidated Damages Amount will accrue under clause 26(b) until the earlier of: (i) the Purchase Order is terminated by the Purchaser under clause 12; (ii) the Vendor complies with clause 26(a), with the exception of the Delivery Date; or (iii) the accrued Liquidated Damages Amount is equal to the Capped Liquidated Damages Amount. (d) If, after the Vendor has paid or the Purchaser has deducted the Liquidated Damages Amount, the Delivery Dates are extended under clause 13 such that some or all of the Liquidated Damages Amount is no longer payable, the Purchaser will immediately repay to the Vendor any Liquidated Damages Amount paid or deducted in respect of the period up to and including the extended Delivery Dates. (e) Re-payment to the Vendor of part or all of the Liquidated Damages Amount previously deducted does not relieve the Vendor from its obligation to provide the Goods or perform the Services in accordance with the provisions of the Purchase Order. (f) The parties acknowledge that the Liquidated Damages Amount is intended to compensate the Purchaser for Liabilities of the Purchaser that may arise in the event that clause 26(a) is not complied with but does not prejudice the existence of any other rights and remedies which the Purchaser may have as a result of the breach by the Vendor of clause 26(a) or any other term of this Purchase Order, including the right to: (i) terminate the Purchase Order under clause 12; and (ii) recover the amounts referred to at clause 12.1(d). (g) If for any reason the entitlement of the Purchaser to the Liquidated Damages Amount is unenforceable in part or in whole then, to the extent of its enforceability, the Vendor will be liable to the Purchaser for all Liabilities arising out of or in connection with the Vendor not complying with clause 26(a). (h) The aggregate liability of the Vendor to the Purchaser under clauses 26(b) and 26(g) is limited to an amount equal to Capped Liquidated Damages Amount.

Liquidated. DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS ------------- -------------

Liquidated. DAMAGES FOR EXCESS UNSCHEDULED LIFT EQUIPMENT DOWN-TIME: Lift Equipment cannot experience unscheduled down-time of more than six Facility working days per contract year per piece of Lift Equipment unless the Contractor’s failure to place the Lift Equipment back into service arises out of causes beyond the Contractor’s control and without the fault or negligence of the Contractor (i.e. acts of God, the public enemy, fires, floods, freight embargoes, regulated utilities delays, etc.). If Lift Equipment is down longer than the acceptable amount of time specified above, the Excess Lift Equipment Downtime Liquidated Damages Formula below will determine the Contractor’s liability therefore, not as a penalty, but as liquidated damages. The Contractor’s liability for such liquidated damages shall be the product of three factors: (i) the yearly contract costs; times

Liquidated. DAMAGES FOR FAILURE TO COMPLETE MAINTENANCE DEFICIENCIES AS CITED BY THE STATE QUALIFIED ELEVATOR INSPECTOR: If the Contractor fails to timely correct maintenance deficiencies as identified by the State’s Qualified Elevator Inspector/Inspection Report, by the sooner of the time periods set forth in the State’s Qualified Elevator Inspector/Inspection Report or 30 days from Contractor’s receipt from the Authorized User Representative of the Qualified Elevator Inspector’s inspection report, the Authorized User Representative will notify the Contractor and deduct two