James Williams signed a five-year contract to serve as head basketball coach for Big-Time University. His annual compensation was $2,500,000. At the time the parties contracted, they were both represented by attorneys. The parties' contract included the following language: 4. James Williams recognizes that his promise to work for Big-Time University for the entire term of this five (5) year Contract is of the essence of his Contract with the University. Williams also recognizes that the University is making a highly valuable investment in his continued employment by entering into this Contract and its investment would be lost were he to resign or otherwise terminate his employment with the University prior to the expiration of this Contract. Accordingly, in the event of such resignation or termination, Williams will pay to the University as liquidated damages an amount equal to his base and supplemental salary, multiplied by the number of years (or portion(s) thereof) remaining on the Contract. Nine months into his contract with Big-Time, Williams called Big-Time's athletic director and requested permission to speak to other schools regarding employment. The athletic director granted his request. Shortly thereafter, Williams terminated his relationship with Big-Time and agreed to become the head basketball coach at Rival University at a higher salary. Big-Time filed suit alleging breach of contract and seeking to recover as damages the amount stipulated in paragraph 4. Williams argued that, among other things, Big-Time waived its claims and/or damages asserted against him, paragraph 4 was unconscionable and otherwise unenforceable as a penalty, and Big-Time failed to allege actual damages. Is Big-Time likely to succeed in its breach of contract action and recover the prayed-for relief? In responding, consider the following materials.