Legal Notice of Exceptions

LEGAL NOTICE OF EXCEPTIONS

This Legal Notice of Exceptions (the Notice) is made as of by and between Notice Issuer: , whose address is , and Recipient: , whose address is . This Notice relates to Contract/Agreement titled dated (the Contract).

RECITALS

WHEREAS, the parties entered into the Contract under which the Recipient agreed to perform or deliver certain services, goods, or other obligations described therein; and

WHEREAS, the Notice Issuer has identified exceptions, nonconformities, or deficiencies in one or more aspects of the Recipient's performance or deliverables that, in the Notice Issuer’s reasonable judgment, constitute a breach or potential breach of the Contract; and

WHEREAS, the Contract requires that exceptions, opportunities to cure, or remedial measures be addressed by a formal written notice setting forth specific exceptions, supporting facts, requested remedies, and a deadline to cure or respond;

NOW THEREFORE, in consideration of the mutual covenants contained in the Contract and below, the parties agree as follows:

1. NOTICE OF EXCEPTIONS

The Notice Issuer hereby gives formal notice to the Recipient of the exceptions set forth in Section 2 below. This Notice is provided pursuant to the notice provisions of the Contract and is intended to preserve all of the Notice Issuer’s rights, claims, and remedies arising under the Contract, at law, or in equity.

2. EXCEPTIONS IDENTIFIED

The exceptions are itemized below. Each exception entry sets forth (a) a concise description of the exception or nonconformity; (b) the Contract clause or work area implicated; (c) the date the exception was discovered; and (d) the specific remedy or corrective action requested.

Exception 1

Contract Clause/Section:    Date Discovered:    Relief Requested:

Exception 2

Contract Clause/Section:    Date Discovered:    Relief Requested:

Exception 3 (if applicable)

Contract Clause/Section:    Date Discovered:    Relief Requested:

3. SUPPORTING DOCUMENTATION

The Notice Issuer has attached or will promptly deliver supporting documentation substantiating the exceptions identified above, including but not limited to inspection reports, photographs, correspondence, test results, or other collaterals. List of attached documents or description:

4. CURE PERIOD AND REQUESTED ACTION

The Notice Issuer requests that the Recipient cure the identified exceptions or provide a written plan to cure within calendar days from the date of receipt of this Notice. If the Recipient fails to cure within the specified period or otherwise reach an agreed schedule for corrective action, the Notice Issuer reserves the right to pursue any and all remedies available under the Contract and applicable law, including suspension of performance, withholding of payments, completion by others, and recovery of costs and damages.

5. PRESERVATION OF EVIDENCE AND ACCESS

The Recipient shall preserve all physical and electronic evidence relevant to the exceptions and shall afford the Notice Issuer reasonable access to inspect, test, and photograph the affected work, materials, or records. The Recipient shall not destroy, alter, or dispose of any such evidence without the prior written consent of the Notice Issuer.

6. DISPUTE RESOLUTION PROCESS

The parties shall confer in good faith promptly after receipt of this Notice to attempt to resolve the exceptions. If the parties are unable to resolve the matters within days, the parties may proceed under the dispute resolution procedures set forth in the Contract. Nothing in this Notice shall be construed as a waiver of any party's right to seek injunctive or other equitable relief.

7. RESERVATION OF RIGHTS

The provision of this Notice is without prejudice to, and is not a release or settlement of, any claims, defenses, or rights that the Notice Issuer presently has or may have in the future. The Notice Issuer expressly reserves all rights, remedies, and claims under the Contract, at law, and in equity.

8. NOTICES

Notice Issuer Contact

Recipient Contact

9. GOVERNING LAW; VENUE

This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Venue for any judicial proceeding arising out of this Notice shall lie in the state or federal courts located within that state unless otherwise agreed in writing.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER

Except as expressly modified by mutual written agreement, the Contract and this Notice constitute the entire understanding between the parties with respect to the subject matter hereof. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment, modification, or waiver of any provision of this Notice shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right under this Notice shall not be deemed a waiver of that right unless set forth in a written instrument signed by the waiving party.

11. COUNTERPARTS

This Notice may be executed in any number of counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures and transmission of executed counterparts by electronic means shall be acceptable and binding.

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