Extract to table

The Liquidated Damages Amount shall be due and payable within thirty (30) calendar days following the effective date of termination

The enforceability analysis set forth in this memorandum is therefore relevant only if the Court concludes that the termination was not valid for Cause — a contingency that must be prepared for

There is a presumption of validity, and the challenger must overcome this presumption through affirmative evidence or argument

While mathematical precision is not required — and the whole point of a liquidated damages clause is to avoid the necessity of precise calculation — the stipulated amount must bear some rational relationship to the anticipated harm