RCA Legal Notice

RCA Legal Notice

Notice Date:   Notifying Party: , Address:

Recipient: , Address:

RECITALS

WHEREAS, the parties entered into a Rights, Covenants and Assignments agreement (the "RCA") effective as of ; and

WHEREAS, under the RCA the parties granted certain rights and agreed to certain obligations, including but not limited to the obligations set forth in Section ; and

WHEREAS, Notifying Party asserts that Recipient has failed to perform or has otherwise breached the RCA as described below and hereby issues this formal notice to the Recipient to cure the alleged breach in accordance with the RCA and applicable law.

NOW, THEREFORE, Notice is given as follows:

1. NATURE OF NOTICE

This is a formal written notice under the RCA and applicable law asserting that Recipient is in alleged breach of the RCA. This Notice identifies the alleged breach, the contractual provisions implicated, the cure demanded, and the time within which the Recipient must respond and cure the breach.

2. ALLEGED BREACH

Description of breach (identify factual basis, dates, specific acts or omissions):

Date breach was discovered:

3. DEMAND FOR CURE; TIME TO RESPOND

Pursuant to the RCA and governing law, Notifying Party demands that Recipient cure the above-described breach within days of receipt of this Notice. Recipient must provide a written response by describing actions taken to cure or contest the alleged breach.

4. REMEDIES SOUGHT

Notifying Party hereby demands the following remedies (check all that apply):

Specific performance to compel compliance with the RCA
Monetary damages in an amount to be proven at trial, currently estimated at $ ;
Termination of the RCA and any related licences or assignments
Injunctive relief to prevent further breach or irreparable harm

Additional specific relief requested:

5. COSTS, FEES AND INTEREST

Notifying Party reserves the right to seek recovery of reasonable attorneys' fees, costs, and pre- and post-judgment interest to the fullest extent permitted by the RCA and applicable law. Check if Notifying Party intends to seek fees and costs: Yes

6. RESERVATION OF RIGHTS

Notifying Party expressly reserves all rights, remedies and causes of action under the RCA and at law or in equity. Acceptance of partial performance, payment, or any other conduct shall not constitute a waiver of any right to enforce the RCA in full unless a written waiver is signed by an authorized representative of Notifying Party.

7. METHOD OF NOTICE

This Notice is delivered by the following method(s) (check all that apply):

Certified mail, return receipt requested
Personal delivery
Email to recipient contact on file

8. NOTICES

9. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Notice or the RCA shall be effective unless set forth in a writing signed by the party against whom enforcement is sought. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

10. GOVERNING LAW

This Notice and any dispute arising out of or relating to the underlying RCA shall be governed by and construed in accordance with the laws of the state selected by the parties in the RCA, without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Notice is intended to enforce the rights and remedies under the RCA and, together with the RCA, constitutes the full and complete statement of the parties' rights and obligations with respect to the matters addressed herein to the extent permitted by law.

12. SEVERABILITY

If any provision of this Notice is held invalid or unenforceable, the remainder of this Notice shall remain in full force and effect and shall be interpreted so as to effectuate the intent of the parties as nearly as possible.

CERTIFICATION

The undersigned certifies that the statements contained in this Notice are, to the best of the undersigned's knowledge, true and accurate; that the undersigned is authorized to issue this Notice on behalf of the Notifying Party; and that the Notifying Party reserves all rights available under the RCA and applicable law.

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