Breach of Contract Demand Letter Template – Free Download 2026

DATE: [____________]. TO: [____________] ("Breaching Party"), [____________] (Address). FROM: [____________] ("Non-Breaching Party"), [____________] (Address). RE: Notice of Material Breach and Demand to Cure — [Agreement Name] dated [____________] (the "Agreement"). This letter constitutes formal notice pursuant to [Section ______ of the Agreement / applicable law] that Breaching Party is in material breach of the Agreement, and a demand that Breaching Party cure such breach within the period specified herein.

The Agreement was entered into on [____________] between the Parties for [describe the purpose and subject matter of the Agreement: ____________]. The material terms relevant to this notice include: (a) [Article/Section ______], which obligates Breaching Party to [____________]; (b) [Article/Section ______], which requires performance by [____________]; and (c) [Article/Section ______], which provides for [payment / delivery / performance of ____________] by no later than [____________]. Non-Breaching Party has fully performed all of its obligations under the Agreement and is not in breach of any provision thereof.

Breaching Party has materially breached the Agreement by: (a) [failing to deliver / perform / pay / provide: ____________] as required by [Section ______] of the Agreement, due on [____________]; (b) [delivering non-conforming goods / services that fail to meet the specifications in Exhibit [______]]; (c) [making material misrepresentations in Section _______ of the Agreement]; and/or (d) [other breach: ____________]. This breach is material because it [defeats the purpose of the Agreement / deprives Non-Breaching Party of the benefit of the bargain / constitutes a fundamental failure of performance / is incapable of remedy / other: ____________].

The following evidence documents Breaching Party's material breach: (a) [invoice / delivery receipt / purchase order / correspondence] dated [____________], attached as Exhibit A; (b) [communication from Breaching Party dated ____________] acknowledging [non-performance / delay / inability to perform], attached as Exhibit B; (c) [inspection report / quality control analysis / expert report] dated [____________] documenting non-conforming performance, attached as Exhibit C; and (d) [other supporting documentation: ____________]. Non-Breaching Party has not waived, and does not waive, any right arising from the breaches described herein by reason of prior acceptance of partial performance, prior forbearance, or any prior correspondence.

As a direct and proximate result of Breaching Party's material breach of the Agreement, Non-Breaching Party has incurred, and continues to incur, the following damages: (a) direct damages — [unpaid contract price of $__________ / cost to cover / cost of replacement goods or services of $__________ / other direct loss: $__________]; (b) consequential damages — [lost profits of $__________ / lost business opportunity of $__________ / additional costs incurred of $__________ / other: ____________]; (c) incidental damages — [additional reasonable expenses incurred in connection with the breach: $__________]; and (d) [other compensable losses: ____________]. The total amount of damages incurred to date is [$__________], and additional damages continue to accrue.

Non-Breaching Party has taken reasonable steps to mitigate its damages as required by applicable law, including [____________]. Despite these mitigation efforts, substantial damages remain unrecovered. Non-Breaching Party reserves the right to supplement this damages calculation as additional losses are ascertained and as additional damages accrue. In addition to compensatory damages, Non-Breaching Party reserves the right to seek [specific performance / rescission and restitution / liquidated damages as provided in Section ______ of the Agreement / attorneys' fees and costs as provided in Section ______ of the Agreement / pre-judgment interest / other: ____________].

DEMAND IS HEREBY MADE that Breaching Party fully cure the material breach described herein within [____] calendar days of the date of this letter (the "Cure Period"), specifically by: (a) [performing the required obligation(s): ____________]; (b) [paying Non-Breaching Party the sum of $__________ as compensation for damages already incurred]; (c) [delivering conforming goods / services within [____] days]; and/or (d) [other cure: ____________]. If the breach is incapable of full cure, Breaching Party must, within the Cure Period, propose in writing a remediation plan acceptable to Non-Breaching Party that addresses all losses and damages.

If Breaching Party fails to fully cure the material breach within the Cure Period, or fails to propose and implement an acceptable remediation plan, Non-Breaching Party will, without further notice, [terminate the Agreement pursuant to Section ______ thereof and] pursue all available legal remedies, including filing a lawsuit seeking: (a) compensatory damages in the amount of [$__________] or such greater amount as may be proven at trial; (b) consequential and incidental damages; (c) specific performance; (d) rescission; (e) attorneys' fees and costs; and (f) all other relief available at law or in equity. Breaching Party is hereby on notice to preserve all documents and electronically stored information relating to the Agreement and the matters described herein. This letter is sent without waiver of any rights or remedies, all of which are expressly reserved.