---

name: tender-of-defense language: en description: Drafts a contractual tender of defense letter demanding a contracting party assume defense and indemnification in pending litigation. Analyzes indemnity provisions, insurance requirements, and notice obligations. Use when drafting tender of defense letters, indemnification demands, defense cost-shifting correspondence, or contractual indemnity demands involving subcontractors, vendors, property managers, or service providers.

Tender of Defense Letter

Drafts a formal demand letter requiring a contracting party to assume defense and indemnification obligations under a commercial agreement in pending litigation.

Prerequisites

1. Underlying contract — indemnification clause, insurance requirements, notice provisions, scope of work, choice of law
2. Complaint/petition — case caption, court, case number, specific allegations
3. Factual background — incident reports, correspondence, photos, witness statements
4. Defense cost records (if applicable) — billing summaries, fee statements
5. Notice provisions — designated recipient, delivery method, timing requirements

Document Analysis

Before drafting, extract from uploaded documents:

Element	What to Find
Indemnification clause	Broad form ("arising out of") vs. limited ("caused by negligence"); duty to defend trigger (immediate vs. post-determination)
Insurance requirements	Coverage types, minimum limits, additional insured obligations, primary & non-contributory language
Notice provisions	Designated recipient, delivery method, timing
Scope of work	Services/obligations recipient assumed
Carve-outs/exclusions	Mutual indemnification, comparative fault allocation, caps
Choice of law	Governing jurisdiction
Complaint allegations	Paragraphs implicating recipient's scope of work
Procedural deadlines	Responsive pleading dates, discovery schedule, trial date

Letter Format

• Professional legal letter on firm letterhead
• Certified mail, return receipt requested
• Address to contractual notice designee; if none, registered agent AND general counsel
• Reference line: RE: Tender of Defense and Indemnification — [Plaintiff] v. [Client] — [Court], Case No. [Number] — Pursuant to [Contract Type] dated [Date]

Required Sections

1. Opening Demand

• Identify representation, litigation (full caption), contract (date, parties, section numbers)
• Explicit demand for assumption of defense AND indemnification
• Cite specific contractual sections

2. Contractual Provisions

• Quote indemnification clause verbatim with section/page references
• Quote insurance requirements verbatim
• Interpretive analysis connecting language to allegations
• "Arising out of" → broad causal-connection trigger
• "Regardless of negligence" → eliminates comparative fault defense

3. Factual Nexus

• Quote complaint paragraphs implicating recipient's work
• Quote contract scope-of-work provisions
• Connect allegations → contractual obligations
• Note: duty to defend is broader than duty to indemnify (triggered by potential coverage)

4. Insurance Coverage Demand

• Reference exact insurance requirements from contract
• Demand immediate tender to recipient's CGL carrier
• Within 10 days: proof of tender, certificate of insurance showing client as additional insured, certified policy endorsement, written acknowledgment of primary & non-contributory status

5. Specific Demands with Deadlines

Demand	Deadline
Written acknowledgment of tender	10 days
Retain qualified defense counsel acceptable to client	15 days
Assume defense costs from inception; reimburse $[amount] incurred	15 days
Tender to CGL carrier + provide proof	10 days
Certificates of insurance + certified endorsements	15 days
Written confirmation of indemnification obligations	10 days

Adjust deadlines based on litigation timeline. Flag imminent procedural deadlines.

6. Consequences of Non-Compliance

Failure constitutes material breach, preserving rights to:

• Breach of contract for defense costs + attorney's fees (underlying + enforcement)
• Breach of covenant of good faith and fair dealing
• Recovery of damages, settlements, judgments, consequential damages
• Note: delayed carrier tender may prejudice recipient's own coverage — that risk falls on recipient

7. Litigation Timeline

• Current procedural posture, filing date, responsive pleading deadline
• Discovery schedule, depositions, CMC, trial date
• Emphasize urgency to avoid default or waiver of defenses

8. Attachments

• Exhibit A: Complaint
• Exhibit B: Contract (full or relevant excerpts)
• Exhibit C: Defense cost summary (if applicable)
• Exhibit D: Incident reports, correspondence, photos (as applicable)

9. Reservation of Rights

• No waiver of rights, defenses, or claims
• Right to supplement tender with discovery information
• Subject to attorney-client privilege and work product protection
• No admission of fact or liability
• Acceptance does not waive client's independent claims against recipient

Drafting Rules

• Tone: Authoritative, firm, professional — recipients may be executives, not claims adjusters
• Framing: Contractual partnership, not adversarial attack; recommend recipient forward to broker/carrier immediately
• Citations: Every assertion must cite contract section/page or complaint paragraph numbers
• Indemnity scope: Tailor to actual clause language; never assume broad-form if clause is limited
• Preempt defenses: Address likely arguments that claims fall outside scope
• Length: 4–6 pages
• Style: Active voice, direct sentences, no ambiguity in demands or deadlines
• Mark uncertain citations with [VERIFY]

---

Key changes made:

• Frontmatter: Removed tags (not in spec), tightened description while keeping trigger guidance
• Removed redundant heading ("Contractual Tender of Defense Letter" → "Tender of Defense Letter")
• Merged "Format Requirements" into a flat "Letter Format" section — eliminated the nested "Output Structure" wrapper
• Flattened section hierarchy — removed the "Output Structure > Required Sections" nesting; sections now live at ##/### level directly
• Consolidated Guidelines into "Drafting Rules" — compressed 9 bullet points of prose into tighter entries
• Trimmed redundancy throughout (e.g., "Document Analysis Checklist" → "Document Analysis", removed duplicated notice provisions from prerequisites vs. analysis table)
• Line count: 124 → 113, with meaningful token savings in description and prose density