What is a notice of breach?
A notice of breach (also called a notice to cure or default notice) is the formal first step when the other side isn't keeping to a contract: deliveries are late, invoices unpaid, work defective, service levels missed. Many contracts require written notice and a chance to fix the problem before you can terminate or claim, so a clear notice protects your position as well as asking for action.
This template identifies the contract, the clauses breached and the facts of the breach, says exactly what the recipient must do to remedy it and within how many days, sets out what you may do if it isn't remedied — terminate, claim losses or use other remedies — lists any losses so far, reserves your rights and makes clear that carrying on with the contract isn't a waiver. The recipient signs an acknowledgement of receipt, which doesn't mean they accept they're in breach.
- Best for
- Late delivery, non-payment, defective work or missed service levels
- Signed by
- You, then the recipient acknowledges receipt
- Cure period
- You set it — at least what the contract requires (30 days by default)
- Length
- 2 pages — the recipient's acknowledgement is on the last page
When to Use a notice of breach
- A buyer notifying a supplier of missed shipments and failed quality inspections
- A service provider notifying a client of invoices unpaid past their due date
- A client notifying a contractor that work doesn't meet the agreed specification
- A licensor notifying a licensee of use outside the licence terms
- A landlord of commercial premises notifying a tenant of an unremedied repair obligation
What You Fill In
15 blanks, then the name and email of each person who signs: sender, recipient.
1 The parties
- Date of this notice*
- Sender (company or person)*
- Sender address
- Recipient (company or person)*
- Recipient address
2 The contract
- Contract*
- Date of the contract*
3 The breach
- Clauses breached
- What the breach is*
- What they must do to fix it*
4 Deadline and consequences
- Time to fix it (days from this notice)*
- If it is not fixed, the sender may* terminate the Contract and claim for our losses · claim for our losses and use our other remedies under the Contract · take whatever action is available to us under the Contract and at law
- Losses so far
- Contact for questions
- Contact email
5 Who signs
- Sender signature and date, job title · The party giving notice of the breach.
- Recipient signature and date, job title · The party in breach. They sign only to acknowledge receipt — not to agree.
What the notice of breach Covers
- Notice
- The breach
- What you must do
- If the breach is not remedied
- Our rights
- Acknowledgement of receipt
Using the notice of breach, step by step
1 Identify the contract and clauses
Name the contract and its date, and the clauses breached if you can. Clause numbers make the notice harder to argue with.
2 State the facts
Describe what should have happened, what happened instead, and when — dates, order numbers, amounts. Keep it factual; this document may be read by a judge or arbitrator later.
3 Say how to fix it and by when
Spell out what the recipient must do to remedy the breach, and give at least the cure period the contract sets. Then choose the consequence: terminate and claim losses, claim losses and use other remedies, or take whatever action is available. Only say you may terminate if you have that right.
4 Send and get an acknowledgement
Sign as the sender and add the recipient's signer. Their signature confirms receipt only. Keep the signed copy and audit trail — you'll need them if you later terminate.
Tips Before You Send It
- Read the contract's breach and termination clauses before sending — some set a minimum cure period or a specific form of notice.
- Send the notice to the address or person the contract names for notices, and by the method it requires.
- Don't overstate the consequences; threatening termination you aren't entitled to can backfire.
- Keep records of your losses from the date of the breach.
- If the breach isn't fixed, a contract termination notice is the usual next step.
Sign It Online In Minutes
- Fill in the blanks. Names, dates and amounts go straight into the agreement — the preview shows exactly where.
- Name who signs. Tick “This is me” for your own part. VergeHR builds the PDF with every signature, date box on the right line, and you can check or move anything before sending.
- Send it. Each signer gets a secure link and signs from any device — no account needed. The signed PDF, with an audit trail and a Certificate of Completion, is filed in Files and emailed to everyone.
Notice of breach: frequently asked questions
Do I have to send a notice of breach before terminating?
Often, yes — many contracts only allow termination for breach if the breach isn't remedied within a period after written notice. Some breaches can't be remedied, and some contracts allow immediate termination, so check your contract's wording.
Does the recipient admit the breach by signing?
No. The acknowledgement says that signing only confirms the notice was received, and that the recipient doesn't accept it's in breach or give up any rights.
Is a notice sent through e-signature valid?
A notice is valid when it is given the way the contract says notices must be given. Many contracts allow email or electronic delivery; some require post, courier or delivery to a named address. If yours does, send a copy that way too. VergeHR's audit trail records when the notice was sent, opened and acknowledged.
Does continuing to perform the contract waive the breach?
The notice states that delays in using your rights, or continuing to perform while the breach is being fixed, aren't a waiver. Whether that is effective can depend on the circumstances and local law, so act on an unfixed breach within a reasonable time.
Is this template free?
Yes. The template is free to use with the eSignature app in VergeHR, and the people you send it to don't need a VergeHR login to sign.