Notice opportunity to cure: Overview, definition, and example
What is notice opportunity to cure?
A "notice opportunity to cure" is a provision in a contract that gives a party that has violated the terms of the agreement the chance to fix or "cure" the issue before any further legal action is taken. This means that if one party fails to meet their obligations or breaches the contract in some way, the other party must notify them of the breach and provide a set period of time to correct the problem. If the party fails to address the issue within the given timeframe, the non-breaching party may take further steps, such as terminating the contract or seeking damages.
In simpler terms, it’s a “second chance” for the party at fault to fix a mistake or breach before the other party takes serious action.
Why is notice opportunity to cure important?
A notice opportunity to cure is important because it provides fairness and clarity in business relationships. It ensures that the party at fault is given a chance to resolve the issue without facing immediate penalties or legal consequences. This provision helps prevent unnecessary legal battles and fosters cooperation between parties, allowing for mistakes to be corrected without the need for drastic measures like contract termination or lawsuits.
For SMB owners, including a notice opportunity to cure in contracts can help avoid costly and time-consuming legal disputes, allowing issues to be resolved amicably and efficiently.
Understanding notice opportunity to cure through an example
Let’s say your business has a contract with a supplier to deliver products by a certain date, but the supplier fails to deliver on time. The contract includes a notice opportunity to cure clause, so before taking any drastic steps, you send the supplier a notice explaining the breach and giving them a specific number of days to deliver the products or resolve the issue. If they fix the problem within that timeframe, the contract continues as planned. However, if they fail to address the breach within the allowed time, you may choose to cancel the contract or pursue other legal remedies.
In this case, the notice opportunity to cure gives the supplier a fair chance to correct their mistake before any further action is taken.
Example of a notice opportunity to cure clause
Here’s an example of what a "notice opportunity to cure" clause might look like in a contract:
“In the event of a breach of this Agreement by either party, the non-breaching party shall provide written notice of the breach to the breaching party. The breaching party shall have [X] days from the date of receipt of the notice to cure the breach to the satisfaction of the non-breaching party. If the breach is not cured within the specified time, the non-breaching party may, at their discretion, terminate the Agreement and seek further legal remedies.”
Conclusion
A notice opportunity to cure is an important contractual provision that provides fairness by allowing a party to fix a breach before more serious actions are taken. For SMB owners, including this clause in contracts can help avoid unnecessary conflict, offering a practical way to resolve issues without resorting to contract termination or legal disputes. By providing a clear process for addressing breaches, businesses can maintain stronger relationships and ensure that both parties fulfill their obligations.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.