                                 CODE OF VIRGINIA

CURE OF BREACH OF CONTRACT (§ 59.1-507.3)

a. A party in breach of contract may cure the breach at its own expense if:

   1. the time for performance has not expired and the party in breach seasonably
   notifies the aggrieved party of its intent to cure and, within the time for
   performance, makes a conforming performance;

   2. the party in breach had reasonable grounds to believe the performance would
   be acceptable with or without monetary allowance, seasonably notifies the
   aggrieved party of its intent to cure, and provides a conforming performance
   within a further reasonable time after performance was due; or

   3. in a case not governed by paragraph (1) or (2), the party in breach
   seasonably notifies the aggrieved party of its intent to cure and promptly
   provides a conforming performance before cancellation by the aggrieved party.

b. In a license other than in a mass-market transaction, if the agreement
required a single delivery of a copy and the party receiving tender of delivery
was required to accept a nonconforming copy because the nonconformity was not a
material breach of contract, the party in breach shall promptly and in good
faith make an effort to cure if:

   1. the party in breach receives seasonable notice of the specific
   nonconformity and a demand for cure of it; and

   2. the cost of the effort to cure does not disproportionately exceed the
   direct damages caused by the nonconformity to the aggrieved party.

c. A party may not cancel a contract or refuse a performance because of a breach
of contract that has been seasonably cured under subsection (a). However, notice
of intent to cure does not preclude refusal or cancellation for the uncured
breach.

HISTORY: 2000, cc. 101, 996.