For a liquidated damages clause to be enforceable rather than struck down as a penalty, courts generally require that:

Giải thích

A liquidated damages provision is enforceable when, at the time of contracting, the fixed amount is a reasonable estimate of the harm that a breach would cause and actual damages would be difficult or impractical to determine. If the amount is grossly disproportionate to any anticipated loss, courts treat it as an unenforceable penalty. Notarization is irrelevant, and the doctrine applies precisely because actual damages are hard, not easy, to calculate.