The "Notice and Opportunity to Cure" clause requires a party to inform the other party of any breaches or defects and allows a specified period for the offending party to remedy the issue before further action can be taken. This provision helps mitigate conflicts by facilitating problem resolution and allowing parties to maintain their contractual relationship.
Highwater may suspend work for a period of not more than 60 days, subject to a potential adjustment in price and contract time, and may terminate for cause after notice and opportunity to cure. Nelson Baker may stop work or terminate if Highwater suspends work for more than 60 days or if Highwater fails to make a payment when due after notice and opportunity to cure. Disputes are subject to mediation and binding arbitration.
The Agreement may be terminated by ICM in the event of a material breach by the Company upon written notice and opportunity to cure as set forth in the Agreement. Upon termination, ICM is entitled to retain all payments made by the Company as liquidated damages. In addition, ICM may suspend or stop work and/or suspend or revoke any license to use the technology. The Agreement may also be terminated by ICM in the event that the Company declines to accept an increase in the Purchase Price prior to 30 days before mobilization due to market volatility or material shortages. Upon termination by either party, ICM has agreed to transfer title to the Company to any Equipment which has been fully paid for under the Agreement.
6. Events of Default. (a) Subject to the notice and opportunity to cure rights of HTL hereunder, the occurrence, and only during the pendency, of any of the following default or breach events shall constitute an event of default (“Event of Default’) hereunder: (ii) failure to pay the 448K note or the 700K note or the 3MM aggregate Royalties; (iii) if HTL defaults in the performance of or compliance with any other obligation or term of this Security Agreement following the notice and opportunity to cure provisions provided herein; or (a) if HTL makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal, state or foreign statutes which is not rescinded or dismissed within ninety (90) days.
The term “cause” means (i) Mr. Troup’s willful and intentional failure or refusal to perform or observe any of his material duties, responsibilities or obligations, after notice and opportunity to cure; (ii) any willful and intentional act by Mr. Troup involving fraud, theft, embezzlement or dishonesty affecting the company; or (iii) Mr. Troup’s conviction of (or a plea of nolo contendere to) an offense that is a felony in the jurisdiction involved.
11. REMEDIES. Upon the occurrence of any such Event of Default and after ten (10) days written notice and opportunity to cure has been provided to Borrower with respect to a monetary default and after thirty (30) days (or such longer period as may be necessary under the circumstances, provided Borrower is diligently pursuing its efforts to cure) written notice and opportunity to cure has been provided to Borrower as to all other defaults, Lender may, at its option, declare all indebtedness of principal and interest due and payable, whereupon this Note shall be immediately due and payable, and Lender shall have and may exercise from time to time any and all rights and remedies available to it under any applicable law; and Borrower shall promptly pay all costs of Lender of collection of any and all liabilities, and enforcement of rights hereunder, including reasonable attorneys' fees, and legal expenses of any repairs to any of the collateral, and expenses of repairs to any realty or other property to which any of the collateral may be affixed. Expenses of retaking, holding, preparing for sale, selling, or the like, shall include Lender's reasonable attorney's fees and legal expenses. Upon disposition by Lender of any property of Borrower in which Lender has a security interest, Borrower shall be and remain liable for any deficiency, and Lender shall account to Borrower for any surplus, and to hold the same as a reserve against all or any liabilities of Borrower to Lender whether or not they, or any of them be then due, and in such order of application as Lender may, from time to time, elect. All rights, powers and remedies contained herein or in any other agreement, instrument or document executed in connection herewith are cumulative. As to any default other than failure to pay sums due to Lender, and so long as the Lender's security is not impaired as determined in Lender's sole discretion, the afore-referenced curative period will be extended as long as Borrower is exercising reasonable good faith and diligence in curing such incident of default. As to any default other than failure to pay sums due to Lender, and so long as the Lender's security is not impaired as determined in Lender's sole discretion, the afore-referenced curative period will be extended as long as Borrower is exercising reasonable good faith and diligence in curing such incident of default.
The Company anticipates that product purchases from Ascentron under the Agreement for the first nine months will total approximately $1,500,000.00. The initial term of the Agreement is for 36 months from the effective date. The Company retains the right in its sole discretion to extend the Agreement for up to two additional two-year terms upon written notice to Ascentron. The Company may terminate the Agreement at any time and for any reason upon 365-days’ written notice. Either party may terminate in the event of breach by the other party, following 60-days’ written notice and opportunity to cure, or in the event of the failure to obtain or renew any necessary governmental permit, license or approval, or in the event of the bankruptcy or insolvency of the other party.
Section 5.02. Rights and Remedies. Upon the occurrence of an Event of Default, and subject to the notice and opportunity to cure (if any) required by the Note or this Agreement, the Secured Party shall have all of the rights and remedies set forth in this Agreement and the Note, and additionally shall have the following rights and remedies:
Section 5.03. Waiver and Consent. Upon the occurrence and during the continuance of an Event of Default, and subject to the notice and opportunity to cure (if any) required by the Note, the Secured Party may enforce this Agreement independently from any other document and independently of any other remedy, security or guaranty the Secured Party at any time may have or hold in connection with the Obligations, and it shall not be necessary for the Secured Party to marshal assets in favor of Pledgor or any other person or to proceed upon or against and/or exhaust my other security or remedy before proceeding to enforce this Agreement. Pledgor expressly agrees that the Secured Party may proceed against any or all of the Collateral or guaranties in such order and in such manner as Secured Party shall determine in Secured Party’s sole and absolute discretion.
10. TERMINATION - Company may terminate this agreement without cause upon sixty (60) days’ notice to Advisor provided. Should any breach remain uncured after Notice of such Breach then termination of this Agreement shall be effective without further notice upon the expiration of the cure period. Advisor may, upon Notice and opportunity to cure, terminate this agreement upon failure of Company to timely cure.
If Mr. Russell is terminated within the first 90 days of his employment without “cause”, the Company will pay to Mr. Russell his base salary for the balance of the 90 days. The term “cause” means (i) the willful and intentional failure or refusal to perform or observe any material duties, responsibilities or obligations, after notice and opportunity to cure; (ii) any willful and intentional act involving fraud, theft, embezzlement or dishonesty affecting the company; or (iii) a conviction of (or a plea of nolo contendere to) an offense that is a felony in the jurisdiction involved.
Before the Company may terminate Employee’s employment for Cause pursuant to Subsections 5.1(i)(1), (2), (6), (8), or (9) above, the Company must first provide Employee with written notice of its intent to terminate the Employee for Cause if employee does not cure the Company’s basis for terminating Employee’s employment for Cause within 20 calendar days (“Notice and Opportunity to Cure”). Upon delivery of such Notice and Opportunity to Cure to Employee, Employee shall have 20 days to cure the act(s) or omission(s) described in the Notice and Opportunity to Cure and if Employee fails to do so, the Company may terminate Employee’s employment for Cause.
(j) Definition of Cause. “Cause” for the Company (or any acquirer or successor in interest thereto) to terminate Executive’s employment shall exist if any of the following occurs: (i) Executive’s conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (ii) Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; (iii) Executive’s material violation of any Company policy or of any statutory duty Executive owes to the Company; or (iv) Executive’s conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company; provided, however, that the action or conduct described in clauses (iii) and (iv) above will constitute “Cause” only if such action or conduct continues after the Board or an authorized officer of the Company has provided Executive with written notice thereof and 30 days’ opportunity to cure the same, except that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure. The determination that a termination is for Cause shall be made in good faith by the Board in its sole discretion.
“Notice and opportunity to cure” is a contractual provision that allows a party to correct a breach of the contract within a specified timeframe before the other party can take further action, such as terminating the contract or seeking legal remedies. This clause aims to facilitate resolution and maintain the business relationship by providing a chance to address and fix the issues.
You should use a “notice and opportunity to cure” clause in contracts where there is a potential for breaches that could be remedied without escalation. This is particularly relevant in long-term agreements or relationships where maintaining cooperation and resolving issues amicably is crucial. Examples include:
When drafting a “notice and opportunity to cure” clause, ensure it includes the following elements:
In the event of any breach of this Agreement, the non-breaching party shall provide written notice to the breaching party specifying the nature of the breach. The breaching party shall have [number] days from the receipt of such notice to cure the breach. If the breach is not cured within this period, the non-breaching party may terminate this Agreement and pursue any available remedies.
“Notice and opportunity to cure” clauses are commonly found in various types of contracts, including:
These clauses are essential for maintaining productive business relationships and ensuring fairness in contract enforcement.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Ownership of Proprietary Information" clause establishes that any proprietary information or intellectual property created, disclosed, or accessed during the course of the agreement remains the exclusive property of the originating party. This clause also typically includes provisions outlining how such information should be handled, protected, and used by the receiving party to prevent unauthorized disclosure or misuse.
The "Ownership of Work Product" clause establishes that any work product created by a contractor or employee as part of their role is the exclusive property of the hiring entity, and outlines the transfer of intellectual property rights. It ensures that the employer or client retains full ownership and control over all materials, ideas, and inventions generated during the course of the project or employment.
A penalty clause is a provision in a contract that specifies a monetary charge or other detriment to be imposed on a party if they fail to fulfill certain contractual obligations. It is designed to incentivize compliance and deter breaches by setting predefined consequences for non-performance or other violations.
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