Demand Letter - Contract Performance
Ready to Edit
Demand Letter - Contract Performance - Free Editor

[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”)

==================================================================
TABLE OF CONTENTS
==================================================================
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.]

==================================================================
I. DOCUMENT HEADER
==================================================================

  1. Sender: “[CLIENT]”, represented by the undersigned counsel, pursuant to the engagement letter dated [ENGAGEMENT DATE].

  2. Recipient: “[COUNTERPARTY]”, as identified in the Agreement.

  3. Effective Date of this Demand: [DEMAND DATE] (the “Demand Effective Date”).

  4. 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.

==================================================================
II. DEFINITIONS
==================================================================

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.

==================================================================
III. OPERATIVE PROVISIONS (DEMAND FOR PERFORMANCE)
==================================================================

  1. 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.

  1. 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.

  2. 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.

==================================================================
IV. REPRESENTATIONS & WARRANTIES (ACKNOWLEDGED)
==================================================================

  1. 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.

  2. Authority. Counterparty represented that it possesses all requisite power and authority to execute, deliver, and perform the Agreement.

  3. No Excuse. Counterparty has not invoked, and Client is unaware of, any valid force majeure or other contractual defense excusing performance.

==================================================================
V. COVENANTS & REQUIRED ACTIONS
==================================================================

  1. Affirmative Covenant (Immediate Performance). Counterparty shall, within the Cure Period, complete the Outstanding Obligations in full compliance with the Agreement.

  2. 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.]

  1. 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.

==================================================================
VI. DEFAULT & REMEDIES
==================================================================

  1. 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.

  1. Notice of Default. If an Event of Default occurs, Client will issue a written Notice of Default, which may be delivered electronically.

  2. 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.

  1. Attorneys’ Fees and Costs. Counterparty shall be liable for all costs of enforcement, including reasonable attorneys’ fees, court costs, expert fees, and collection expenses.

==================================================================
VII. RISK ALLOCATION & RESERVATION OF RIGHTS
==================================================================

  1. 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.

  2. 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.

  3. 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.

==================================================================
VIII. DISPUTE RESOLUTION & GOVERNING LAW
==================================================================

  1. 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.

  2. 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.)

  3. 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.

==================================================================
IX. GENERAL PROVISIONS
==================================================================

  1. 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.

  2. Severability. If any portion of this Demand Letter is found unenforceable, the remaining provisions shall remain in full force.

  3. 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.

  4. Integration. This Demand Letter, together with the Agreement, constitutes the entire statement of Client’s current position.

==================================================================
X. EXECUTION BLOCK
==================================================================

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.
]

AI Legal Assistant

Welcome to Demand Letter - Contract Performance

You're viewing a professional legal template that you can edit directly in your browser.

What's included:

  • Professional legal document formatting
  • universal jurisdiction-specific content
  • Editable text with legal guidance
  • Free DOCX download

Upgrade to AI Editor for:

  • 🤖 Real-time AI legal assistance
  • 🔍 Intelligent document review
  • ⏰ Unlimited editing time
  • 📄 PDF exports
  • 💾 Auto-save & cloud sync