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Liquidated Damages in NDA Please see the clauses below in…

Liquidated Damages in NDA Please see...
Liquidated Damages in NDA

Please see the clauses below in the NDA:

2.2 Remedies. Recipient acknowledges that the Confidential Information has unusual and extraordinary value, and that the breach of any provision of this Agreement by Recipient will cause Disclosing Party great and irreparable harm, for which remedies available at law are inadequate. Therefore, without the necessity of proving actual damages or posting any bond, Disclosing Party shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Agreement. No remedy or election hereunder shall be deemed exclusive but shall be cumulative with all other remedies available at law or in equity.

2.3 Liquidated Damages. Recipient agrees to pay to Disclosing Party liquidated damages in the amount of $______ for each unauthorized disclosure or circumvention. The amount of such liquidated damages is agreed by the Parties as a reasonable amount to compensate Disclosing Party for losses to be incurred in the event of beach of this Agreement.

2.4 Attorneys’ Fees. If any litigation or other legal proceeding relating to this Agreement occurs between the parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its costs and expenses, including attorneys’ fees and costs incurred in such litigation or proceeding.

1) Is is best to remove the Liquidated Damages Clause?

2) If so...
- Can I just delete it completely and change "Attorney's Fees" to 2.3?
- Or should I leave it in and write 2.3 Liquidated Damages. Intentionally Omitted?
- Any language that would need to change under remedies?
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Answered in 7 minutes by:
8/6/2012
Loren
Loren, Attorney
Category: Business Law
Satisfied Customers: 38,709
Experience: 30 years experience representing clients .
Verified
I would leave the liquidated damages clause in. It is usually difficult and time consuming to prove damages in a breach of NDA. Just come up with a reasonable figure. The damages are more than your attorney fees.
Loren
Loren, Attorney
Category: Business Law
Satisfied Customers: 38,709
Experience: 30 years experience representing clients .
Verified
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