Legal Notice to Purchaser

LEGAL NOTICE TO PURCHASER

This Legal Notice to Purchaser (the "Notice") is delivered as of Date: by Seller Name: of Seller Address: to Purchaser Name: of Purchaser Address: regarding Purchase Agreement No.: dated: .

RECITALS

WHEREAS, Seller and Purchaser entered into the Purchase Agreement referenced above for the purchase and sale of certain goods and/or services described as: ; and

WHEREAS, Seller asserts that Purchaser has failed to perform one or more obligations under the Purchase Agreement, specifically as set forth in this Notice; and

WHEREAS, Seller intends by this Notice to provide Purchaser with written demand to cure the specified defaults and to reserve Seller's rights and remedies under the Purchase Agreement and at law.

NOW, THEREFORE, in consideration of the mutual covenants and the recitals above, Seller provides the following formal notice to Purchaser:

1. NOTICE OF DEFAULT

Seller gives notice that Purchaser is in default under the Purchase Agreement for the reasons stated below. This Notice identifies the nature of the alleged default, the provision(s) of the Purchase Agreement alleged to have been breached, and the action required to cure the default.

2. SPECIFICATION OF DEFAULT

The specific acts or omissions constituting the default are described as follows:

3. DEMAND FOR CURE; CURE PERIOD

Purchaser is hereby required to cure the specified default within days from receipt of this Notice. Cure means full performance of the applicable obligation such that Seller's damages, if any, are eliminated and the parties are returned to the position they would have occupied but for the default.

4. MONETARY DEMAND

If the default involves monetary payment, Purchaser is demanded to remit the sum of USD, together with any accrued interest, late charges and collection costs as permitted by the Purchase Agreement, within the Cure Period.

5. REMEDIES UPON FAILURE TO CURE

If Purchaser fails to timely and fully cure the default within the Cure Period, Seller may, at Seller's election and without further notice to the extent permitted by the Purchase Agreement and applicable law, exercise any and all remedies available under the Purchase Agreement and applicable law, including but not limited to: (a) termination of the Purchase Agreement; (b) recovery of damages, including consequential and incidental damages where allowed by contract; (c) specific performance; (d) repossession of goods; and (e) recovery of attorneys' fees, costs of collection, and litigation expenses incurred as a result of the default.

6. RESERVATION OF RIGHTS

Nothing in this Notice shall be construed as a waiver of Seller's rights to assert additional claims or defenses, or as an admission of fact or law. Seller expressly reserves all rights and remedies available under the Purchase Agreement, at law, or in equity.

7. REPRESENTATIONS AND AUTHORITY

Seller represents and warrants that the person signing this Notice on behalf of Seller is duly authorized to do so, and that the facts stated herein are true and correct to the best of Seller's knowledge, information and belief following reasonable inquiry.

8. INDEMNIFICATION

Purchaser shall indemnify, defend and hold harmless Seller from and against any and all losses, liabilities, costs, claims, damages and expenses (including reasonable attorneys' fees and expenses) arising out of Purchaser's failure to cure the default or Purchaser's breach of the Purchase Agreement.

9. NOTICES

All notices required or permitted under this Notice shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by written notice to the other party in accordance with this section. Notices shall be effective upon receipt.

10. GOVERNING LAW

This Notice shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Notice, together with the Purchase Agreement and any documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether oral or written.

12. SEVERABILITY

If any provision of this Notice is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. AMENDMENT AND WAIVER

Any amendment to this Notice must be in writing and signed by both parties. No waiver of any provision of this Notice shall be effective unless in writing and signed by the party waiving compliance. A waiver of any default shall not constitute a waiver of any subsequent default.

14. 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. Facsimile, scanned or electronic signatures shall be binding for all purposes.

WARNING: This Notice constitutes a formal demand for cure under the Purchase Agreement and may be used as the basis for legal action if the specified defaults are not cured within the Cure Period set forth herein.

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