How to Handle a Breached NDA

Non-disclosure agreements (NDAs) are designed to protect your business’s confidential information. What happens when an NDA is breached? For many business owners, discovering that sensitive information has been disclosed can feel overwhelming and time-sensitive. How you respond in the early stages can significantly impact your ability to limit damage and enforce your rights.

If you believe an NDA has been breached, swift and strategic action is essential.

What Is an NDA Breach?

An NDA breach occurs when a party discloses, uses, or allows access to confidential information in violation of the agreement’s terms. Common examples include:

A former employee sharing proprietary information with a competitor;

A contractor using confidential data for personal gain;

A business partner disclosing sensitive details to third parties; and

Unauthorized publication or online sharing of protected information.

Not every disclosure qualifies as a legal breach, which is why careful review is critical before taking action.

Step 1: Review the NDA Carefully

Before reacting, review the NDA’s specific language. Key provisions to examine include:

The definition of “confidential information;"

Permitted and prohibited uses of the information;

Exceptions to confidentiality;

Duration of the confidentiality obligation; and

Remedies outlined for breach.

Your rights and your options depend heavily on what the contract actually says.

Step 2: Preserve Evidence

Document everything. Save emails, text messages, screenshots, contracts, witness statements, and any proof showing how and when the information was disclosed. Evidence preservation is critical if legal action becomes necessary.

Avoid confronting the breaching party without first securing documentation, as evidence can quickly disappear.

Step 3: Assess the Scope of the Damage

Not all NDA breaches are equal. Determine:

What information was disclosed;

Who received the information;

Whether the disclosure is ongoing; and 

The potential financial or competitive harm.

This assessment helps determine whether immediate court action, such as an injunction, is warranted.

Step 4: Send a Cease-and-Desist Letter

In many cases, the next step is a formal cease-and-desist letter demanding that the breaching party stop further disclosures and comply with the NDA. This can sometimes resolve the issue without litigation while still preserving your legal position.

An attorney-drafted letter also signals that you are serious about enforcement.

Step 5: Consider Legal Remedies

If informal efforts fail, legal action may be necessary. Depending on the NDA and state law, remedies may include:

Injunctive relief to prevent further disclosure;

Monetary damages;

Recovery of legal fees (if provided in the contract); and

Court orders requiring the return or destruction of confidential information.

Timing matters, delays can weaken your claim and increase losses.

Common Mistakes to Avoid After an NDA Breach

One of the biggest mistakes business owners make is waiting too long to act. Another is attempting to “handle it internally” without understanding the legal consequences. Emotional responses or public accusations can also backfire and complicate enforcement.

If you suspect an NDA has been breached, don’t wait and hope the problem resolves itself. Early legal guidance can help you stop further damage, protect your business, and enforce your rights. Contact Brinkley Law at 317-766-1379 today to review your NDA, assess your options, and take decisive action to protect your confidential information.