Liquidated Damages Clause Library — 4 Cap Variants
Four cap clauses by block size and jurisdiction. Plus the walk-away letter and red-flag checklist.
How to use this: Each section is a self-contained reference. Paired with
the full article. Not legal advice; operational guidance from a software vendor.
01 Variant 1 — Small block 50% cap
"Group's total aggregate liability under this Agreement for all liquidated damages, attrition fees, cancellation fees, F&B shortfall fees, and other pre-set amounts shall not exceed fifty percent (50%) of the total contracted value." Block size: under 100 rooms.
02 Variant 2 — Mid block 65% cap
Same structure, 65% of contract value. Block size: 100-200 rooms. Hotels accept this with carve-outs on the four individual clauses (attrition, cancellation, F&B, force majeure).
03 Variant 3 — Large block 75% cap
Same structure, 75%. Block size: 200+ rooms. Hotels prefer the higher cap because it preserves the individual clauses. Negotiate alongside force-majeure stacking and pickup-not-block measurement.
04 Variant 4 — UK common-law version
"...consistent with the standard set forth in Cavendish Square Holding BV v Makdessi [2015] UKSC 67, the cap operates as a single ceiling..." UK common-law variant; no civil-code anchor.
05 Walk-away letter template
"Thank you for the time invested in our RFP. We have decided to award to the alternative property. The commercial terms do not align with our 2026 procurement standard. We may revisit for future dates when terms align." One paragraph. No bridges burned.
06 Red-flag checklist before signing
(1) Attrition, cancellation, F&B in distinct sections? (2) Global cap on aggregate damages? (3) Force-majeure stacking explicit? (4) Governing law matches property jurisdiction? (5) Counsel confirmed penalties not so excessive they would be moderated?