tender-of-defense

name	tender-of-defense
title	Tender of Defense Letter
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.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/tender-of-defense
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	general
practice	litigation
language	en

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)