Legal Last Chance Letter

LEGAL LAST CHANCE LETTER

This Legal Last Chance Letter is delivered on by and between Sender: , a with principal address (hereinafter "Sender"), and Recipient: , with address (hereinafter "Recipient").

RECITALS

WHEREAS, Sender and Recipient are parties to that certain agreement titled dated (the "Agreement");

WHEREAS, Sender asserts that Recipient has materially breached the Agreement as set forth below, and that Recipient has been notified of the alleged breach but has failed to provide an adequate cure;

WHEREAS, Sender wishes to provide Recipient a final opportunity to cure the alleged breach on the terms set forth in this Last Chance Letter, and reserves all rights and remedies available under the Agreement and applicable law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. NOTICE OF BREACH

Sender alleges that Recipient breached the Agreement on or about . The specific nature of the asserted breach is set forth below and is provided to Recipient so that Recipient may have a full and fair opportunity to cure.

2. OPPORTUNITY TO CURE

Recipient shall have until (the "Cure Deadline") to fully cure the alleged breach in the manner described below. The cure must be completed and evidenced to Sender's reasonable satisfaction prior to the Cure Deadline.

All notices, deliverables, payments, or other items required to effect cure shall be delivered to Sender at the address set forth above or to the notice address specified in Section 7 below. Evidence of cure must be in writing and, where applicable, accompanied by supporting documentation demonstrating full compliance.

3. CONSEQUENCES OF FAILURE TO CURE

If Recipient fails to effect a complete cure by the Cure Deadline, Sender shall be entitled, at its election and without further notice, to pursue any or all remedies permitted under the Agreement and at law or in equity, including but not limited to:

• Termination of the Agreement;
• Recovery of damages, including consequential and incidental damages to the fullest extent permitted by the Agreement;
• Specific performance or injunctive relief to prevent irreparable harm;
• Recovery of reasonable attorneys' fees and costs incurred in enforcing Sender's rights where permitted by the Agreement or applicable law.

4. PRESERVATION OF RIGHTS; NO WAIVER

Sender's delivery of this Last Chance Letter is made without prejudice to any rights or remedies Sender now has or may later acquire. Except as expressly provided in a written, signed instrument by Sender, nothing in this Letter shall constitute a waiver of any default or breach, a novation of the Agreement, or a modification of any term of the Agreement.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power, authority and legal capacity to enter into and perform this Last Chance Letter and that the person signing below on its behalf is duly authorized to execute and deliver this Letter.

6. CONFIDENTIALITY

The parties agree that the existence and terms of this Last Chance Letter are confidential and shall not be disclosed to third parties except as required by law, provided that disclosure may be made to each party's legal advisors, insurers, and accountants on a confidential basis.

7. NOTICES

All notices required or permitted under this Last Chance Letter shall be in writing and shall be delivered to the addresses specified in the opening paragraph or to the notice addresses below. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, first-class postage prepaid.

8. GOVERNING LAW

This Last Chance Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Letter.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Last Chance Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior written or oral communications on the same subject. If any provision of this Letter is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. No amendment to this Letter shall be valid unless made in a writing signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof unless the waiver is in writing and signed by the waiving party.

10. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

ACKNOWLEDGMENT

Recipient acknowledges receipt of this Legal Last Chance Letter and understands the requirements and potential consequences set forth herein. Recipient's failure to sign below does not invalidate the rights provided to Sender under this Letter or the Agreement.

Sign Now