Legal Non-Compliance Notice

LEGAL NON-COMPLIANCE NOTICE

This Legal Non-Compliance Notice (the Notice) is issued as of by and between Notifier Name: (Notifier) and Recipient Name: (Recipient).

RECITALS

WHEREAS, Notifier and Recipient entered into a written agreement identified as (the Agreement) governing the subject matter described therein; and

WHEREAS, Notifier asserts that Recipient has failed to comply with one or more material provisions of the Agreement and related obligations as described below; and

WHEREAS, Notifier hereby delivers this Notice to identify the non-compliance, demand corrective action, and set a cure deadline in accordance with the Agreement and applicable law.

NOW, THEREFORE

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

1. NOTICE OF NON-COMPLIANCE

1.1 Identification of Violation. Notifier states that Recipient has failed to comply with the following provision(s) of the Agreement: .

1.2 Date of Occurrence. The non-compliance was first observed on or about .

2. REQUIRED CURE AND DEADLINE

2.1 Cure Required. Recipient must, at its sole cost and expense, take all actions reasonably necessary to cure the non-compliance described above, including but not limited to:

2.2 Cure Deadline. Recipient must complete the corrective actions no later than (the Cure Deadline).

3. CONSEQUENCES OF FAILURE TO CURE

If Recipient fails to fully cure the non-compliance by the Cure Deadline, Notifier may, in addition to any other rights or remedies available at law or in equity and without further notice, pursue any or all of the following remedies: (a) suspend performance under the Agreement; (b) assess and recover costs reasonably incurred to remedy the non-compliance; (c) terminate the Agreement for material breach; and (d) seek injunctive or other equitable relief. Notifier's exercise of one remedy shall not preclude pursuit of others.

4. MITIGATION, ACCESS AND INSPECTION

Recipient shall, upon reasonable prior notice, permit Notifier and its agents to access relevant premises, records, and personnel during normal business hours for the purpose of verifying compliance with the required corrective actions. Notifier may undertake reasonable steps to mitigate ongoing harm if Recipient fails to permit access or otherwise cooperates; costs incurred by Notifier in so mitigating shall be recoverable from Recipient as provided below.

5. COSTS; INDEMNIFICATION

Recipient shall reimburse Notifier for reasonable costs and expenses, including reasonable attorneys' fees, incurred by Notifier in investigating, documenting, or remedying the non-compliance. Estimated immediate costs (if known): .

Recipient shall indemnify, defend, and hold harmless Notifier from and against any third-party claims, liabilities, losses or damages arising from Recipient's failure to comply with the Agreement, except to the extent such losses arise from Notifier's gross negligence or willful misconduct.

6. ACKNOWLEDGMENT OF RECEIPT

Recipient is requested to acknowledge receipt of this Notice by signing below or otherwise confirming receipt in writing within five (5) business days of the date set forth above.

7. NOTICES

All notices under this Notice must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below (or such other address as a party designates by written notice):

8. MISCELLANEOUS

Governing Law. This Notice shall be governed by and construed in accordance with the laws of the State designated in the Agreement, without regard to conflict of law principles.

Entire Agreement. This Notice, together with the Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments; Waiver. No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

Counterparts. This Notice 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.

CERTIFICATION

The undersigned certify under penalty of perjury that the information contained in this Notice is true and correct to the best of their knowledge and that the person signing on behalf of each party is authorized to do so.

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