Breach of Contract Notice Letter Template

Notice rules are often spread across the contract. Read the notices and termination clauses, the definitions, every amendment and any letter that changed a notice address. List each requirement:

• Who must sign it, such as a company officer
• Who must receive it, by name or title, and who gets copies
• The current notice address, after any later change
• Each permitted delivery method, and when each counts as given
• What the letter must say, such as the section you rely on
• The cure period, and whether it counts days or business days

Common Paper, which sells contract software, publishes free standard agreements written by a committee of attorneys. Its professional services agreement says every notice must be in writing and sent to the Notice Address¹. Email, certified mail and hand delivery count as given on confirmed delivery, and an overnight courier package two days after it's sent.

Your contract may differ, so copy its wording exactly and mark each requirement by its effect. "No notice is effective unless" makes a step a condition: miss it and the notice may not count. "A copy shall also go to counsel" creates an obligation but says nothing about effect. If in doubt, comply anyway.

Start with what the letter is for: getting the breach fixed, ending the contract or preserving a claim. If you want out, follow your termination clause. Common Paper's terms let either side terminate if the other fails to cure a material breach within 30 days after receiving notice¹.

If you only want to be paid, a demand letter for money owed may be the better first step. Either way, list every other notice the facts require. A one-page contract summary puts each right in your contract beside its deadline.

For a sale of goods in the US, your state's version of Article 2 of the Uniform Commercial Code (UCC) usually applies. A buyer who has accepted goods must notify the seller of a breach within a reasonable time or be barred from any remedy². Common Paper's terms also make indemnity contingent on promptly notifying the other side of each claim¹.

Your notice clause decides when a notice counts as given, often differently for each method, and the cure period usually runs from that day. If it counts business days, use the contract's definition to see which holidays drop out.

Same letter, and the deadline moves six days. A letter giving "30 days from the date of this letter" would set January 28 for all three, too early for two of them. Act on that date and you could end the contract before the cure period has run. The US government's model cure notice avoids this: the contractor has 10 days after receipt³ to cure.

A termination notice is a notice too, so the same rules decide when it counts. Check that date against fixed ones, such as the last day to stop an automatic renewal, and track them in a contract renewal tracker.

Draft from your requirements list and a dated record of events. Log the facts that hurt you too, such as invoices paid after you found the problem, since the other side will raise them.

1. 1

   Delivery details

   Above the greeting: recipient, current notice address, copies, method and date sent.

2. 2

   The clause you rely on

   Its section number in the first sentence, not "the termination provisions."

3. 3

   The breach

   Dates, quantities, order or invoice numbers and the obligation missed. Facts, not opinions.

4. 4

   What cure requires

   Actions they can complete and you can check, such as crediting an invoice.

5. 5

   The cure deadline

   A calendar date, counted from when notice counts as given.

6. 6

   The consequence

   What the contract lets you do next, stated as a right, not a threat.

7. 7

   A reservation of rights

   A line saying the letter waives no right or remedy.

8. 8

   The right signature

   Someone the clause allows to sign, often not whoever knows the facts.

That reservation matters most if you keep paying or accepting deliveries during the dispute. Under the UCC, doing either with an explicit reservation of rights⁴ keeps the rights you reserve, and words such as "without prejudice" or "under protest" are sufficient.

Proof of sending and delivery makes your dates hold up. USPS says Certified Mail gives the sender a mailing receipt and, on request, electronic verification that it was delivered or that delivery was attempted⁵. Ask the counter clerk to postmark your receipt, which shows when USPS accepted the letter. If your clause counts from mailing, count from that date. For the recipient's signature, buy a return receipt when you mail it.

Keep the courier's dispatch and delivery receipts, or the sent email and any delivery receipt. File the letter as sent with a note of what went, where, how and when.

The template on this page works through a made-up supply dispute. Open it in River and it reads your own notice clause into the Notice Requirements sheet first.