NOTICE OF DEFAULT AND DEMAND FOR CURE
(Universal Template – Choice-of-Law Neutral)
[// GUIDANCE: This template is drafted for use by counsel issuing a formal contractual default notice. It is intentionally comprehensive so it may serve as a stand-alone, court-exhibitable document. Delete bracketed guidance and replace all placeholders before issuance.]
TABLE OF CONTENTS
- Document Header
- Recitals
- Definitions
- Notice of Default (Operative Provisions)
- Cure Rights and Deadlines
- Reservation of Rights and Remedies
- Governing Law and Dispute Matters
- General Provisions
- Execution Block
1. DOCUMENT HEADER
NOTICE OF DEFAULT AND DEMAND FOR CURE
Effective Date: [DATE]
To: [Name of Defaulting Party]
Address: [Street Address, City, State, ZIP]
Email/Fax (if permitted for notice): [__]
From: [Name of Non-Defaulting Party / Notifying Party]
Address: [Street Address, City, State, ZIP]
Email/Fax (if permitted for notice): [__]
Contract Referenced: [Title of Underlying Agreement], dated [Effective Date of Agreement] (the “Agreement”).
2. RECITALS
A. The Parties entered into the Agreement for the purpose of [brief description of contract purpose].
B. Pursuant to Section [__] of the Agreement, [Defaulting Party] is required to [describe key obligations].
C. The Notifying Party has determined that certain Events of Default (defined below) have occurred and are continuing.
D. The Notifying Party now desires to provide formal written notice of such Events of Default and to demand timely cure in accordance with the Agreement and applicable law.
3. DEFINITIONS
For purposes of this Notice, capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The following additional terms apply solely to this Notice:
“Business Day” – Any day other than Saturday, Sunday, or a day on which commercial banks in [Governing State] are authorized or required by law to close.
“Cure Period” – The time period, if any, during which the Defaulting Party may remedy an Event of Default, calculated in accordance with Section 5 below.
“Event(s) of Default” – The specific breaches identified in Section 4.1.
“Outstanding Obligations” – All sums, performances, liabilities, and other duties of the Defaulting Party that have accrued under the Agreement as of the Effective Date of this Notice, together with any additional amounts accruing thereafter until full satisfaction.
4. NOTICE OF DEFAULT (OPERATIVE PROVISIONS)
4.1 Events of Default. The Notifying Party hereby asserts that the following Event(s) of Default have occurred and are continuing:
a. Payment Default – Failure to pay [amount] due on [due date] (Agreement § []).
b. Performance Default – Failure to [describe unmet obligation] by [deadline] (Agreement § []).
c. Other Default – [Insert if applicable / delete].
4.2 Acceleration (If Applicable). Pursuant to Agreement § [__], all Outstanding Obligations are hereby [declared immediately due and payable / subject to acceleration upon expiration of the Cure Period].
[// GUIDANCE: Delete or modify if the underlying contract does not grant acceleration rights.]
5. CURE RIGHTS AND DEADLINES
5.1 Cure Period. The Defaulting Party is granted [number] Business Days from receipt of this Notice to fully cure each Event of Default, unless a shorter period is mandated under Agreement § [__] or applicable law.
5.2 Manner of Cure. To effect a valid cure, the Defaulting Party must:
a. Remit all past-due monetary amounts, including contractual interest and late charges, by [acceptable payment method(s)] to the address specified in Section 1; and
b. Deliver written evidence satisfactory to the Notifying Party that all non-monetary defaults have been fully remedied; and
c. Reimburse the Notifying Party for all reasonable costs, fees, and expenses (including attorneys’ fees) incurred in connection with the default, to the extent permitted under the Agreement or applicable law.
5.3 Failure to Cure. If the Defaulting Party fails to effect a complete cure within the Cure Period, the Notifying Party may, without further notice:
a. Enforce any and all rights and remedies available under the Agreement and at law or in equity;
b. Terminate the Agreement, suspend performance, or pursue specific performance, as applicable;
c. Exercise set-off or recoupment rights;
d. Seek recovery of all damages, including consequential and incidental damages if not contractually disclaimed.
6. RESERVATION OF RIGHTS AND REMEDIES
6.1 No Waiver. The Notifying Party’s rights and remedies are cumulative and may be exercised concurrently or sequentially. No action or inaction shall be deemed a waiver unless set forth in a written waiver executed by an authorized representative of the Notifying Party.
6.2 Post-Default Interest. All monetary amounts outstanding after the Cure Period shall accrue interest at the default rate specified in Agreement § [__] or, if no default rate is specified, at the maximum rate permitted by applicable law.
6.3 Costs and Fees. The Defaulting Party is liable for all reasonable attorneys’ fees, expert fees, and collection costs incurred by the Notifying Party in enforcing its rights, as permitted under Agreement § [__].
7. GOVERNING LAW AND DISPUTE MATTERS
7.1 Governing Law. This Notice, and any dispute arising from or relating to it or the Agreement, shall be governed by and construed in accordance with the substantive laws of the State of [Governing Law State], without regard to its conflict-of-laws principles.
7.2 Dispute Resolution. All dispute resolution mechanisms (including venue, forum selection, or arbitration procedures) set forth in Agreement § [__] are incorporated herein by reference.
[// GUIDANCE: If the underlying agreement is silent, insert an appropriate forum selection clause or arbitration provision consistent with client strategy.]
8. GENERAL PROVISIONS
8.1 Notices Deemed Given. Delivery of this Notice in accordance with the notice provisions of the Agreement (or, if none, by any method reasonably calculated to provide actual notice) shall be deemed effective as of the earliest of (a) actual receipt, (b) the date of certified mail return receipt, or (c) one Business Day after deposit with a nationally recognized overnight courier.
8.2 Additional Documentation. The Defaulting Party shall execute and deliver any further instruments and take any further actions reasonably requested by the Notifying Party to effectuate the intent of this Notice.
8.3 Counterparts; Electronic Delivery. This Notice may be executed in counterparts, each of which is deemed an original, but all of which together constitute one instrument. Signatures delivered by electronic means (PDF, DocuSign®, or similar) shall be deemed original and binding to the fullest extent permitted by law.
8.4 Entire Notice. This Notice constitutes the entire notification required under the Agreement with respect to the Events of Default described herein. It does not amend or modify the Agreement except as expressly stated.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed and delivered this Notice of Default as of the Effective Date.
[NOTIFYING PARTY NAME]
By: _____
Name: [Printed Name]
Title: [Title]
Date: _____
ACKNOWLEDGED AND RECEIVED BY:
[DEFAULTING PARTY NAME]
By: _____
Name: [Printed Name]
Title: [Title]
Date: _____
[// GUIDANCE: Acknowledgment signature by the Defaulting Party is optional; remove if not feasible. Notarization or witness attestation is rarely required for a mere notice but may be advisable for evidentiary purposes in certain jurisdictions.]
OPTIONAL NOTARY ACKNOWLEDGMENT
[Insert state-specific notary block if desired or required.]
[// GUIDANCE:
1. Attach any exhibits (e.g., payment ledger, correspondence) as “Exhibit A,” “Exhibit B,” etc.
2. Confirm that service of notice complies with all contractual and statutory requirements (e.g., UCC, mortgage statutes, consumer protection laws).
3. For secured transactions, additional notices (e.g., UCC § 9-611) may be required before disposition of collateral.
4. Preserve proof of delivery (tracking, affidavits) for litigation readiness.]