Standard Clause under New York law requiring the breaching party to pay a predetermined amount to the non-breaching party as exclusive compensation for the breaching party's failure to perform a specific task or comply with a particular obligation. Parties typically negotiate a liquidated damages provision into a sale of goods or other agreement where it may be difficult to estimate the damages that a non-breaching party may suffer if a specific term is breached. This Standard Clause has integrated notes with important explanations and drafting tips.