A notice of non renewal is a written communication telling the other party that you do not want an agreement to continue past the end of its current term. It matters most for agreements with an evergreen or auto-renewal clause, where doing nothing means the agreement renews.
This guide covers when a business typically sends one, what to check in the contract before sending, and a generic sample letter you can adapt. It is not legal advice. Where the agreement is valuable, the wording is unclear or the relationship is contentious, get the notice reviewed by someone qualified before it goes out.
1. When a notice of non renewal is needed
You need one when the agreement will otherwise continue and you have decided it should not. Common cases are a software subscription you have replaced, a service agreement you want to re-tender, or a supplier relationship you are winding down.
You may also see teams send notice to keep options open while they renegotiate. Treat that as a deliberate decision rather than a tactic. Whether a notice can later be withdrawn depends on the contract and on the other party, so do not assume it can be taken back.
2. Work out the deadline first
The deadline comes from the notice rule, not the term end. For a term ending 30 September 2027 with at least 90 calendar days' notice, the latest notice date is 2 July 2027. That is the fictional Alder Works example from the sample workspace, using calendar-day subtraction with no weekend or holiday adjustment.
Then leave a margin. If the clause says notice must be received by the deadline, the letter has to arrive, not just leave. If it says business days or months, the calculator's plain calendar-day answer needs review. Sending well before the latest notice date is the simplest protection against a delivery problem.
3. What the notice clause decides
Most agreements have a separate notices clause that governs how any formal notice must be given. Read it before you write anything. In the sample, SOW-S1 says: 'Notices shall be given in writing to the contact named in Schedule 2.' That single sentence sets the form (writing) and the recipient (a named contact in a schedule), and the sample record keeps it in needs review until someone checks the schedule.
- Method: post, courier, hand delivery, email, or a combination.
- Recipient: a named person, a role, a registered address or a legal department.
- Copies: some clauses require a copy to a second address.
- Timing: when notice is treated as given or received for each method.
- Form: whether it must be signed, and by whom.
- Wording: whether the agreement uses 'non-renewal', 'termination' or another term.
4. Sample notice of non-renewal letter (generic template)
The template below is a generic starting point, written for illustration. It is not legal advice and it is not tailored to any agreement. Replace every bracketed item, use the agreement's own terms and clause numbers, and follow its notices clause for method, recipient and signature.
[Your organisation's legal name] · [Your address] · [Date]
To: [Counterparty's legal name], [notice recipient and address exactly as stated in the agreement's notices clause]
Re: Notice of non-renewal — [agreement title], dated [agreement date], reference [reference, if any]
Dear [recipient name or title],
We refer to the [agreement title] dated [agreement date] between [your organisation's legal name] and [counterparty's legal name] (the Agreement).
In accordance with [clause number] of the Agreement, we give notice that [your organisation's legal name] will not renew the Agreement at the end of the current term, which ends on [term end date]. [If applicable: This notice is given at least [number] [calendar/business] days before the end of the current term, as the Agreement requires.]
[Optional: Please contact [name, role, email] to agree the arrangements for the end of the Agreement, including [return of data / access removal / transition of services / any outstanding items].]
[Optional: Please confirm receipt of this notice by reply to [email address].]
Yours sincerely,
[Name] · [Title] · for and on behalf of [your organisation's legal name]
5. Before you send it
A short check catches the errors that are hardest to fix later.
- You are working from the governing version, including any amendment that changed the notice period.
- The legal names match the agreement, not a trading name or a billing contact.
- The recipient and method match the notices clause exactly.
- The person signing has authority to do so under your own internal rules.
- There is enough time for the chosen method to meet any receipt requirement.
- Someone has reviewed the notice where the value or risk justifies it.
6. Keep evidence, and keep it with the agreement
After sending, keep a copy of the signed notice and the evidence of sending or delivery: a courier receipt, a delivery confirmation, a sent email with its timestamp, any acknowledgement. Store it where the next person to look at the agreement will find it, not in the sender's personal inbox.
Then update the record: the agreement is no longer renewing, and the end date and any exit tasks need owners.
Internal reminders are not notices
Agreedio does not send notices to counterparties. It keeps the confirmed notice rule, the latest notice date and internal reminders to the named owner, so the decision is made in time. A reminder is a message to your own team. It does not notify the other party, and marking a reminder or task complete does not show that a notice was served, received or effective. The notice itself is written, signed and sent by your team through the method the agreement requires.
What to do with this
Start with the date: use the notice-date calculator to see the latest notice date for a simple calendar-day rule, then read the clause for anything the arithmetic does not cover. If you track more than a few agreements with notice windows, the contract renewal reminders page shows how Agreedio separates the term end, the latest notice date and the internal reminders, with a named owner for each decision.
Examples on this page use a fictional sample workspace. Nothing here is legal advice; obtain qualified advice for your own agreements.