Vendor Notice to Perform: How to Serve It

A notice to perform is a formal written demand that a contractor remedy a specified breach within a stated period, usually called the cure period. It is the point at which a management problem becomes a contractual one, and it is the step most property managers get wrong — either by serving it too late, or by serving something that does not match the wording of their own contract.

Served properly, it either produces the fix or creates a documented default you can act on. Served badly, it can reset your cure period or hand the vendor a procedural argument that outlasts the complaint. Enforcement sits at the hard end of the property management vendor management lifecycle and depends on everything before it.

Key takeaways

Serve a notice only when the contract allows it, in the form the contract requires. The clause is the instruction manual.
State the breach, the clause breached, the evidence, the cure period and the consequence — nothing else.
Attach the evidence pack. A notice without dated inspection reports is an assertion, not a record.
Deliver it by the method the contract specifies, and keep proof of delivery.
Have counsel review the wording before it goes out if the value, the risk or the relationship justifies it.
Keep inspecting during the cure period. The post-notice inspections are what prove compliance or continued default.

When should you serve a notice to perform?

Serve a notice when one of these four things is true:

A signed improvement plan has been missed. The plan's review date has passed and the targets failed.
You have paid for work that was not delivered, and the contract provides for recovery or set-off.
A single breach is serious enough to trigger the contract's remedial clause — repeated access failures, uninsured staff on site, falsified service records.
The contract requires notice before any other remedy. Many agreements make notice a precondition to termination for cause. Skip it and your termination may be invalid.

Notice is not the first step in a performance problem. If you have not had the documented conversation and run an improvement plan, you are skipping the cheaper stages — the sequence is covered in escalating poor vendor performance.

Read the notice clause before drafting anything

The contract tells you how to do this. Answer these questions in writing before you draft a single line, and note the clause numbers.

Question	Where to look	Why it matters
What triggers a notice?	Default, breach and remedies clauses	Some contracts require a prior written warning
How long is the cure period?	Remedies clause	Serving a shorter period can invalidate the notice
Who must receive it?	Notices clause	Wrong recipient can mean invalid service
How must it be delivered?	Notices clause	Email may not count if the clause requires registered mail
What remedies follow?	Remedies and termination clauses	Determines what you can actually do next
Does it affect payment?	Payment and set-off clauses	Governs whether you can withhold money

Keep that summary with the notice. If the matter escalates, it shows you followed the contract rather than improvising.

Not legal advice. Notice requirements and remedies depend on your contract and on the law of your province or territory. Have legal counsel review the notice and your overall position before serving it.

What a notice to perform must say

A notice is a short, factual document. Seven elements, in this order.

Identification. The parties, the contract, the building, the contract term, and the date.
The breach. Each failure described specifically, with the clause or specification requirement it breaches.
The evidence. A reference list of the inspection reports, dates, scores and photographs that establish the breach.
The required remedy. The specific actions required and the standard to be met — not "improve standards".
The cure period. The number of days allowed, calculated from delivery as the contract defines it, with the end date stated explicitly.
The consequence. What the manager will do if the cure period expires without remedy — further notice, suspension, set-off, or termination for cause — using the contract's own language.
The safety dimension, where it applies. If the breach risked injury or infection — an unsecured chemical, a blocked exit, a spill left standing — state it explicitly — critical.

Close with a signature block and a delivery statement: how it was sent, to whom, on what date.

Sample notice structure

Use the contract's language, but this is the shape:

Notice of failure to perform

To: [Vendor legal name], [address] Contract: [reference] for cleaning services at [building] Date of notice: [date]

Breach. The vendor has failed to perform the services in accordance with [clause] and the specification at [schedule]. Specifically: (a) washroom fixtures were not cleaned or sanitised on [dates], as recorded in inspection reports [references]; (b) the scheduled periodic carpet extraction for [month] was not completed; (c) supervisor attendance records required by [clause] were not provided.

Evidence. Inspection reports and photographs are attached as Schedule A.

Required remedy. By [end date] the vendor must: (a) restore washroom cleaning to the specified daily and weekly standard in all common-area washrooms; (b) complete the outstanding periodic carpet extraction; (c) provide supervisor attendance records for the past 60 days.

Cure period. The vendor has [number] days from delivery of this notice to remedy the breach, expiring on [date].

Consequence of non-compliance. If the breach is not remedied within the cure period, [the manager] may exercise the remedies in [clause], up to and including termination for cause, without further notice.

Delivered by [method] to [recipient] on [date].

Adapt the language to your agreement. Do not add editorial commentary about the vendor's attitude, and do not include threats the contract does not support.

Deliver it correctly, and keep proof

Most disputes about notices are disputes about delivery. Handle it as a security procedure, not an email.

Send by the method the contract specifies. If that is registered mail or courier, do that, even if you also email a copy.
Send to the address named in the notices clause, not to the account manager's inbox.
Keep proof: courier tracking, registered mail receipt, or a read receipt if the clause permits electronic delivery.
Copy the vendor's operations director if the contract does not prohibit it. Site supervisors rarely have authority to respond.
File the notice with the evidence pack on the same day, so the file stays chronological.

If the contract permits email service, send from a monitored address and keep the sent item. A notice that exists only in a personal mailbox is a notice you cannot prove.

Build the evidence pack first

The pack, not the prose, does the work. Assemble it before you draft, and reference it as a schedule to the notice.

Inspection reports for the relevant period, with the failing items highlighted.
Scored results per area, with critical items identified separately.
Photographs, dated, labelled by area and item.
The specification and SLA with the relevant requirements quoted.
Correspondence — service notes, emails, the improvement plan and its review record.
Occupancy complaints and any incident or near-miss reports.

CCOHS recommends recording a unique item ID and a priority level for each inspection finding so repeat items remain visible across reports, and treats supervisor inspection notes as part of the records that demonstrate due diligence — see its guidance on effective workplace inspections. Both points work in your favour here: an item ID appearing on five consecutive reports is the clearest possible evidence of a continuing breach, and a consistent quality assurance record shows you managed the contract rather than reacting to it.

What to do during the cure period

Keep working the contract while the clock runs. Inactivity during a cure period suggests you were not serious about the breach.

Inspect at the same frequency, using the same areas, checklist and scoring as before.
Record both improvement and continued failure. If the vendor fixes two of three items, say so in writing on the day.
Hold the interim checkpoint you promised, and minute it.
Do not suspend service unilaterally unless the contract allows it, and never where doing so creates a safety risk in an occupied building.
Prepare the next step now, so you can act when the cure period expires rather than start drafting.

If the cure period expires with the breach remedied, confirm the closure in writing with the inspection results that show it. That letter is what prevents the breach returning in three months.

If the breach is not remedied

The options depend entirely on the contract. Typically one or more of the following:

A further notice with a shorter cure period, if the contract permits escalation.
Service credits or a set-off against the next invoice, where the contract provides for it.
Suspension or partial suspension, where safe and contractually permitted.
Termination for cause, following the contract's termination clause and any procedural steps it requires.
A retender, run in parallel so that service continuity is protected.

Document the reasoning and the remedy exercised. If the exit follows, run the records, access and clearance steps in the vendor offboarding process.

Where notices go wrong

Wrong recipient or method. The vendor argues the notice was never validly served, and the cure period never started.
A cure period shorter than the contract allows. Often fatal, to the notice and to any termination that follows.
Vague breach descriptions. "Repeated failure to maintain standards" gives the vendor nothing to cure.
No evidence attached. The notice becomes an opinion rather than a record.
Threats beyond the contract. Promising to terminate when there is no termination-for-cause right weakens your position.
Going silent during the cure period. No inspections means no proof either way.
Mixing in unrelated grievances. Keep the notice to the breach at hand.

When to involve a specialist

Some breaches are not cleaning problems. If the failure involves asbestos disturbance, electrical work, confined space entry, pool chemicals, pest treatment or structural concerns, do not try to manage it through a notice to perform alone. Report it through your building's procedures, engage a qualified contractor for the remedial work, and take advice on the contractual consequences separately.

Frequently asked questions

What is the difference between a notice to perform and a termination notice?

A notice to perform demands that the vendor remedy a breach within a set cure period. A termination notice ends the contract. Many agreements require the first before the second, so serving a termination without the required notice can make the termination itself invalid.

How long should the cure period be?

Whatever the contract specifies — commonly 5 to 30 days depending on the breach. If the contract is silent, 10 business days is a workable default for a service breach. Shorter than the contract allows is the most common fatal error.

Can I serve a notice by email?

Only if your contract's notices clause permits electronic delivery. If it requires registered mail or courier, use that method and keep the tracking record. A courtesy email copy is fine; relying on it is not.

Should I withhold the next invoice at the same time?

Only if the contract gives you a set-off right and you have followed any conditions attached to it. Otherwise, withholding payment can hand the vendor a stronger claim than your original complaint.

What if the vendor fixes everything before the cure period ends?

Confirm the closure in writing and attach the inspection results that show the remedy. Note any item that remains open and set a short deadline for it. Closing a notice properly is what stops the same breach recurring.

A notice is only as strong as the file behind it

The wording matters, but the evidence decides. A notice to perform backed by five dated, scored inspections with photos is a different document from the same letter backed by memory — and a contractor's operations director can tell the difference in the first two minutes.

NeatScore is the cleaning inspection tool property managers use to build that file. Create area-specific checklists with critical items flagged, score each area on the APPA 1–5 scale, attach photos per item, and run inspections offline in plant rooms and parkades with no signal. Deficiency tracking keeps repeat items visible across reports, and dated branded reports give you the schedule you can attach to a notice. Try it free for 14 days, or see pricing.