Legal Tender Letter

LEGAL TENDER LETTER

This Legal Tender Letter (the "Letter") is made effective as of , by and between Client Name: of ("Tendering Party"), and Payee Name: of ("Recipient").

RECITALS

WHEREAS, Tendering Party is alleged to owe certain sums to Recipient arising from Account/Invoice Number: in the principal amount of $ (the "Disputed Amount");

WHEREAS, Tendering Party desires to tender payment as legal tender in full or partial satisfaction of the Disputed Amount and to provide Recipient with an offer of settlement on the terms set forth below; and

WHEREAS, Recipient may accept the tender offered herein, or may refuse, in which case Tendering Party reserves all rights to pursue alternative means of resolving the obligation while preserving the tendered funds as set forth in this Letter.

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

1. TENDER OF PAYMENT

1.1 Tendering Party offers to tender to Recipient the sum of $ (the "Tendered Funds"), representing full or partial payment of the Disputed Amount, subject to the conditions set forth in this Letter.

1.2 Method of payment (check all that apply): Cashier's Check Wire Transfer Certified Funds Other

2. DETAILS OF DELIVERY

2.1 Tendering Party will deliver the Tendered Funds to Recipient at the address set forth above, or by the agreed payment method, on or before , .

2.2 If Tendered Funds are delivered by check, Tendering Party will provide the following details: Bank Name: Check/Reference No.:

3. CERTIFICATION OF FUNDS AND COVENANTS

3.1 Tendering Party represents and warrants that the Tendered Funds are immediately available, lawful, and free of encumbrances, and that Tendering Party has full authority to tender such funds.

3.2 Tendering Party covenants that, upon Recipient's acceptance and clearance of the Tendered Funds, Tendering Party will execute any documents reasonably necessary to evidence satisfaction, release, or discharge of the Disputed Amount to the extent the Tendered Funds constitute full settlement.

4. ACCEPTANCE; EFFECT OF ACCEPTANCE OR REFUSAL

4.1 Acceptance by Recipient, indicated by Recipient's signature of this Letter or written notification of acceptance to Tendering Party, shall be an acknowledgement that, subject to clearance of the Tendered Funds, the Tendered Funds shall constitute payment as set forth in this Letter and, if the Tendered Funds equal the total Disputed Amount, shall result in a full release of claims arising from the underlying obligation.

4.2 If Recipient refuses or fails to accept the Tendered Funds within ten (10) business days after delivery, Tendering Party may, at its election, (a) withdraw the tender and pursue any available defenses or remedies, or (b) deposit the Tendered Funds with a neutral escrow agent or court, without prejudice to any defenses Tendering Party may assert. Deposit with an escrow agent or court shall not be construed as an admission of liability.

5. RELEASE AND RESERVATION OF RIGHTS

5.1 Upon acceptance and final clearance of the Tendered Funds, Recipient shall execute and deliver to Tendering Party a full release and satisfaction instrument releasing Tendering Party from the obligations satisfied by the Tendered Funds.

5.2 Except as expressly provided herein, Tendering Party expressly reserves all defenses, claims, counterclaims, and rights related to the underlying dispute, including rights to contest liability, the amount due, and any fees or interest claimed by Recipient.

6. NOTICES

All notices required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may specify in writing in accordance with this section. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the mail if sent by certified mail, or upon electronic confirmation if transmitted by confirmed electronic means.

7. REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Letter and to perform its obligations hereunder. Tendering Party shall indemnify and hold Recipient harmless from any claims, losses, or liabilities arising from Tendering Party's breach of the representations herein, including claims related to insufficient or fraudulent funds, except where such claims arise from Recipient's willful misconduct.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Letter may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the party against whom the waiver is asserted. 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.

9. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for any action arising out of or related to this Letter.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. If any provision of this Letter is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS

The headings in this Letter are for convenience only and shall not affect its interpretation. Time is of the essence with respect to deadlines specified herein.

Sign Now