[LAW FIRM LETTERHEAD]
[Street Address] • [City, State ZIP] • Tel: [--_] • Email: [___]
VIA [CERTIFIED MAIL – R.R.R.] AND EMAIL
[Date]
[Counterparty Company Name]
Attn: [Counterparty Contact Name & Title]
[Street Address]
[City, State ZIP]
Re: FORMAL DEMAND FOR CONTRACT PERFORMANCE – “[AGREEMENT TITLE]” DATED [AGREEMENT DATE] (THE “AGREEMENT”)
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TABLE OF CONTENTS
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I. Document Header ....................................................... 1
II. Definitions ............................................................ 2
III. Operative Provisions (Demand for Performance) .......................... 3
IV. Representations & Warranties (Acknowledged) ............................ 4
V. Covenants & Required Actions .......................................... 4
VI. Default & Remedies .................................................... 5
VII. Risk Allocation & Reservation of Rights ................................ 6
VIII. Dispute Resolution & Governing Law .................................... 6
IX. General Provisions .................................................... 7
X. Execution Block ....................................................... 8
[// GUIDANCE: If the final letter is fewer than 4 pages, feel free to omit the Table of Contents.]
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I. DOCUMENT HEADER
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Sender: “[CLIENT]”, represented by the undersigned counsel, pursuant to the engagement letter dated [ENGAGEMENT DATE].
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Recipient: “[COUNTERPARTY]”, as identified in the Agreement.
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Effective Date of this Demand: [DEMAND DATE] (the “Demand Effective Date”).
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Governing Law: This demand is made pursuant to, and shall be construed in accordance with, the laws of the State of [GOVERNING STATE] (“state_contract_law”), without regard to its conflict-of-laws rules.
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II. DEFINITIONS
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For clarity and consistency, the following capitalized terms are used in this Demand Letter. Any capitalized term not defined below has the meaning given in the Agreement.
“Agreement” – The [full title of agreement], dated [AGREEMENT DATE], by and between Client and Counterparty, including all amendments, schedules, and exhibits thereto.
“Business Day” – Any day other than a Saturday, Sunday, or legal holiday in [GOVERNING STATE].
“Counterparty” – [COUNTERPARTY COMPANY NAME], together with its successors and permitted assigns.
“Cure Period” – The time period, measured in Business Days, for Counterparty to remedy its non-performance, as specified in Section V.2.
“Demand Effective Date” – The date set forth in Section I.3.
“Event of Default” – Each event enumerated in Section VI.1 of this Demand Letter.
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III. OPERATIVE PROVISIONS (DEMAND FOR PERFORMANCE)
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- Nature of Default. Client hereby notifies Counterparty that Counterparty is in material breach of the Agreement due to the following non-performance (collectively, the “Outstanding Obligations”):
a. Failure to [describe missed delivery/milestone/payment] originally due on [original due date];
b. Failure to provide [describe goods/services/documents] meeting the specifications set forth in Section [__] of the Agreement; and
c. Any other failures that may become known during the Cure Period.
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Adequate Assurance. Pursuant to Uniform Commercial Code § 2-609 as adopted in [GOVERNING STATE], Client hereby demands adequate assurance that Counterparty will fully perform the Agreement. Such assurance shall be delivered in writing no later than the expiration of the Cure Period.
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Demand. Client formally DEMANDS that Counterparty:
a. Fully perform the Outstanding Obligations; and
b. Provide written adequate assurance of future performance,
in each case no later than 5:00 p.m. (local time at Client’s principal place of business) on the last day of the Cure Period.
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IV. REPRESENTATIONS & WARRANTIES (ACKNOWLEDGED)
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Binding Obligation. Counterparty acknowledged in Section [__] of the Agreement that the Agreement constitutes its valid and binding obligation, enforceable against it in accordance with its terms.
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Authority. Counterparty represented that it possesses all requisite power and authority to execute, deliver, and perform the Agreement.
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No Excuse. Counterparty has not invoked, and Client is unaware of, any valid force majeure or other contractual defense excusing performance.
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V. COVENANTS & REQUIRED ACTIONS
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Affirmative Covenant (Immediate Performance). Counterparty shall, within the Cure Period, complete the Outstanding Obligations in full compliance with the Agreement.
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Cure Period. For purposes of this Demand Letter, the Cure Period shall commence on the Demand Effective Date and expire at 5:00 p.m. on the tenth (10th) Business Day thereafter.
[// GUIDANCE: Adjust the Cure Period to align with any contractual notice provisions or statutory requirements.]
- Information Covenant. Counterparty shall furnish Client with (i) a detailed written plan for completion, (ii) all relevant transactional documentation, and (iii) evidence of capacity to perform, each within three (3) Business Days after the Demand Effective Date.
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VI. DEFAULT & REMEDIES
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- Events of Default. Each of the following shall constitute an Event of Default:
a. Failure to cure the Outstanding Obligations within the Cure Period;
b. Failure to provide adequate assurance within the Cure Period;
c. Any additional breach of the Agreement discovered during the Cure Period.
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Notice of Default. If an Event of Default occurs, Client will issue a written Notice of Default, which may be delivered electronically.
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Graduated Remedies. Upon issuance of the Notice of Default, Client may, without limitation:
a. Suspend further performance under the Agreement;
b. Pursue specific performance, injunctive relief, or replevin;
c. Exercise termination rights under Section [__] of the Agreement;
d. Seek all monetary damages, including cover costs, consequential damages (if not contractually disclaimed), interest, and attorneys’ fees; and
e. Initiate litigation in a court of competent jurisdiction.
- Attorneys’ Fees and Costs. Counterparty shall be liable for all costs of enforcement, including reasonable attorneys’ fees, court costs, expert fees, and collection expenses.
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VII. RISK ALLOCATION & RESERVATION OF RIGHTS
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No Waiver. Nothing in this Demand Letter shall be construed as a waiver of any right, remedy, or defense available to Client, all of which are expressly reserved.
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Mitigation. Client continues to mitigate its damages in good faith, and any failure by Counterparty to timely perform will increase the losses for which Counterparty will be held responsible.
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Settlement. Client remains willing to discuss, without prejudice, a commercially reasonable resolution. Any such discussions shall be subject to Federal Rule of Evidence 408 and all comparable state provisions.
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VIII. DISPUTE RESOLUTION & GOVERNING LAW
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Governing Law. This Demand Letter and any related dispute shall be governed by the internal laws of the State of [GOVERNING STATE], excluding its choice-of-law rules.
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Forum Selection. Consistent with the Agreement, litigation may be commenced in any state or federal court located in [County, State]. Counterparty irrevocably submits to such jurisdiction. (Forum selection was marked “not_applicable” in metadata, so delete or modify if inconsistent.)
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Arbitration / Jury Waiver / Injunctive Relief. To the extent the Agreement contains arbitration provisions or jury waivers, they are expressly incorporated herein. Otherwise, none are created by this Demand Letter.
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IX. GENERAL PROVISIONS
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Method of Delivery. Notice is effective upon the earlier of (a) actual receipt, or (b) the first attempted delivery date shown on the carrier’s records.
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Severability. If any portion of this Demand Letter is found unenforceable, the remaining provisions shall remain in full force.
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Amendment & Waiver. This Demand Letter may be amended only in writing signed by Client’s authorized representative. No waiver shall be effective unless in a signed writing.
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Integration. This Demand Letter, together with the Agreement, constitutes the entire statement of Client’s current position.
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X. EXECUTION BLOCK
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Respectfully submitted,
[Attorney Name], Esq.
[Law Firm Name]
Counsel for [CLIENT]
cc: [Client Contact Name & Title]
Encl.: Copy of Agreement (w/ all amendments)
[// GUIDANCE TO PREPARING ATTORNEY:
1. Verify governing-law, venue, and notice provisions in the underlying Agreement; conform Sections V–VIII accordingly.
2. Confirm that U.C.C. § 2-609 applies (generally limited to “transactions in goods”). If the Agreement pertains to services or intangible property, delete the UCC reference and replace with common-law doctrines (e.g., anticipatory repudiation).
3. Review any limitation-of-liability or dispute-resolution clauses in the Agreement; mirror or acknowledge them so the demand is consistent.
4. Attach supporting documentation (invoices, correspondence, inspection reports) as additional exhibits if litigation is imminent.
5. Consider adding a draft scheduling order or a tolling agreement template where early settlement discussions are anticipated.
]