Notice Provision Email Templates

Thank you for your comments on the notice provision. We have considered your request to permit all notices to be delivered by email. While we agree that email is appropriate for routine communications, we must maintain a requirement for certified mail (or nationally recognized overnight courier) for certain critical notices. Specifically: 1. Notice of termination of the Agreement; 2. Notice of alleged breach or default; 3. Notice of intent to seek legal remedies; and 4. Any notice that triggers time-sensitive obligations or rights. Our rationale is straightforward: these notices have significant legal consequences, and we need certainty that they were actually delivered. Email delivery presents risks that the message is caught by spam filters, overlooked in a crowded inbox, or sent to an address that is no longer monitored. Certified mail provides documented proof of delivery that may be important if a dispute arises about whether notice was properly given. The modest additional cost and delay is justified by the importance of these communications. We are comfortable permitting email notice for routine matters, such as updates to contact information, requests for information access, or day-to-day communications under the Agreement. Please confirm this tiered approach is acceptable. Best regards, [Name]

As we finalize the notice provision, we request that the Agreement specify designated recipients for legal notices. Our concern is that notices sent to a general company address or generic email may not reach the appropriate decision-makers in a timely manner. For an NDA, where breach claims or termination notices may require prompt attention, we need assurance that notices will reach someone who can act on them. We propose the following structure: For [Your Company]: Legal notices shall be sent to: [Company Name] Attn: General Counsel [Address] Email: legal@[company].com With a copy to: [Designated Business Contact Name] [Title] Email: [email] For [Their Company]: Please provide the equivalent information for your designated legal notice recipient and business contact. We would also request that any change in designated recipients be communicated in writing at least 15 days before the change takes effect, so that notices sent during the transition period reach the intended recipients. Please provide your designated notice information so we can incorporate it into the final agreement. Best regards, [Name]

We have reviewed your proposed revision to permit breach notices to be delivered solely by email. We are not able to accept this change. A notice of breach is a serious communication that may lead to termination of the Agreement and potential legal action. We cannot accept the risk that such a notice might be missed due to technical issues, spam filtering, or changes in email addresses. Consider the following scenario: You send a breach notice to our designated email address. The email is caught by a spam filter or the designated recipient has left the company. We never receive the notice. Under your proposed language, the notice would nevertheless be deemed delivered, and any cure period would run, even though we had no actual knowledge of the claimed breach. This creates an unacceptable risk that we could be found in default without ever having an opportunity to respond. We propose the following compromise: Notices of breach must be delivered by both: (a) Certified mail or nationally recognized overnight courier; AND (b) Email to the designated email address. This dual-delivery requirement ensures that at least one method will succeed, while still providing the speed benefit of email notification. Please confirm this approach is acceptable. Best regards, [Name]

As we finalize the notice provisions, I would like to propose an acknowledgment requirement for critical notices. Under the current draft, notices are deemed given upon delivery (for courier) or upon sending (for email). This "deemed delivery" approach is standard, but it creates a risk that a party might claim never to have received an important notice. For the following categories of notices, we propose that the sending party may request written acknowledgment of receipt: 1. Notices of breach or default; 2. Notices of termination; 3. Notices related to legal process or litigation; and 4. Any notice that triggers a deadline or cure period. If acknowledgment is requested and not received within three business days, the sending party would be entitled to use alternative delivery methods and to extend any related deadlines by the period of delay. This approach balances the need for efficient communication with the importance of actual delivery for critical matters. It does not apply to routine notices, where deemed delivery is appropriate. We believe this strikes a fair balance and protects both parties from miscommunication on important issues. Best regards, [Name]

Thank you for the draft NDA. We have reviewed Section [X], which requires all notices to be delivered by certified mail, return receipt requested, or nationally recognized overnight courier. We respectfully request that email be added as an acceptable method of delivery for notices under this Agreement. Our rationale is as follows: 1. Speed and efficiency - Business moves quickly, and waiting for physical mail delivery is often impractical. Email allows for immediate communication when time-sensitive matters arise. 2. Documentation - Email provides a clear record of when a message was sent and to whom. Most email systems also provide read receipts upon request. 3. Modern business practice - Email has become the standard method of business communication. Most of our agreements permit email notice, and requiring certified mail is increasingly unusual. 4. Global operations - If our teams are in different locations or time zones, email is often the only practical way to communicate promptly. We are willing to include safeguards such as: - Requiring a specific designated email address for notices; - Requiring a copy to a second email address; - Providing that email notice is effective upon confirmation of delivery or read receipt. Please let us know if email notice can be added to the Agreement. Best regards, [Name]

We have reviewed the notice provision and have a concern about the address change procedure. The current draft requires that any change to a notice address be made by formal amendment to the Agreement. This seems unnecessarily burdensome for what is fundamentally an administrative update. Over the term of this Agreement, our office address may change, personnel may turn over, and email addresses may be updated. Requiring a formal amendment each time creates friction and increases the risk that outdated information remains in the Agreement. We propose the following alternative: "Either party may change its address for notices by providing written notice to the other party in accordance with this Section. Such change shall be effective upon receipt of the notice, or five (5) business days after sending, whichever is earlier." This approach allows for practical updates while still requiring written notice. The five-day period ensures the other party has time to update their records before the new address becomes effective. We would also suggest adding language that excuses a party from any failure to deliver notice if the other party failed to provide current address information. Please let us know if this simplified procedure is acceptable. Best regards, [Name]

We have reviewed the notice provision and have a concern about the time periods for responding to certain notices. The current draft provides that we have [X] days to cure any breach after receiving notice. Given that notices may take several days to reach the appropriate personnel, and that investigating and addressing an alleged breach requires time, this period is too short. We propose the following revisions: 1. For notices of alleged breach, we request a 30-day cure period, measured from the date of actual receipt (not deemed receipt). This provides adequate time to investigate the claim, determine whether a breach has occurred, and implement appropriate remediation. 2. If the breach is not capable of cure within 30 days, but we have commenced cure efforts and are diligently pursuing them, the cure period should be extended to allow completion of the cure, provided we keep you reasonably informed of our progress. 3. For notices that trigger significant obligations or rights (such as termination), we request that the notice clearly identify the specific provision allegedly breached and the conduct giving rise to the claim. Vague or unclear notices should not start any cure period running. These requests are reasonable and reflect the practical realities of responding to breach claims. We want to address any legitimate concerns promptly, but we need adequate time to do so properly. Best regards, [Name]

As we finalize the notice provisions, I would like to propose adding fallback delivery methods to address situations where the primary method fails. Under the current draft, notices must be sent to a specified address by a specified method. But circumstances change - offices move, email addresses become invalid, and personnel leave. We want to ensure that important notices can still be effectively delivered if the specified address or method is no longer viable. We propose adding the following language: "If a party's notice is returned as undeliverable, or if the sending party has reasonable grounds to believe the specified address is no longer valid, the sending party may deliver notice by any commercially reasonable method that is likely to result in actual receipt, including: (a) Delivery to the receiving party's principal place of business as shown in public records; (b) Email to any email address known to be associated with the receiving party's legal or business contacts; (c) Delivery to the receiving party's registered agent; or (d) Any other method specified in this Agreement. Notice delivered under this provision shall be effective upon actual receipt or the date delivery is confirmed, whichever is earlier." This fallback provision protects both parties by ensuring that important communications reach their intended recipients even when circumstances change. Please let us know if this approach is acceptable. Best regards, [Name]