What to Do When Someone Steals Your Logo or Content
You worked hard to build your brand—your logo, your messaging, your unique voice. Then one day, you stumble across another website, Instagram...
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You took the right step: you had someone sign a Non-Disclosure Agreement (NDA) to protect your confidential information. But now you’ve discovered that they broke it. Maybe they shared private business details with a competitor. Maybe your trade secrets showed up in a pitch deck that isn’t yours. Whatever the situation, one thing is clear—you need to act fast.
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NDAs are essential tools for safeguarding sensitive information. Whether you’re sharing proprietary business processes, client lists, or product roadmaps, NDAs create a legal obligation to keep that information private. But an NDA is only as good as your willingness to enforce it.
This guide walks you through exactly what to do—step by step—when someone breaches an NDA, from verifying the breach to deciding whether to escalate it legally. You’ll also find real examples and actionable “Pro Tips” to help you respond with clarity and confidence.
Understanding What Counts as a Breach
Before you take action, it’s crucial to confirm whether the NDA was actually broken. Not all disclosures or actions will qualify as a violation. Understanding what counts as a breach will help you avoid overreacting—or missing something important.
Common Types of NDA Breaches
- Unauthorized disclosure: Sharing confidential information with third parties without your permission.
- Misuse of information: Using confidential information in a way that wasn’t agreed upon (e.g., leveraging a trade secret to benefit a competitor).
- Lack of protection: Failing to store or handle confidential information securely, leading to a leak or data loss.
The NDA’s language typically defines what qualifies as “confidential information” and what constitutes improper use. That’s why the first thing you should do is go back and review the agreement itself.
Example – Breach Through a Leaked Client List
Let’s say you own a digital marketing agency and one of your contractors had access to your top-performing client list through your CRM. A few months after they leave, a competitor contacts your client using nearly identical messaging and offers. After some digging, your client forwards you the email—sent by your former contractor, now working for the competitor.
In this scenario, your former contractor likely breached the NDA by both disclosing and using your confidential information to gain a competitive edge.
Step-by-Step: What to Do if Someone Violates Your NDA
When an NDA is broken, time matters. Here’s a clear, actionable roadmap to follow as soon as you suspect a breach.
1. Confirm the Breach
Start by gathering all relevant information:
- What exactly was shared or misused?
- Who accessed it and how?
- Is there a clear link between the NDA and the action taken?
Look for:
- Emails, texts, or screenshots that show unauthorized sharing.
- Communications from clients or third parties alerting you to the breach.
- Document access logs, CRM exports, or similar digital footprints.
Don’t jump to conclusions too quickly. Your goal is to determine if there’s actual evidence of a breach—not just suspicion.
2. Review the NDA Language
Pull out the signed NDA and read it carefully. Focus on:
- Definitions of Confidential Information: Does the information disclosed fall under the agreement’s protection?
- Obligations of the Receiving Party: Did the party agree not to disclose, misuse, or allow unauthorized access?
- Remedies and Dispute Clauses: What are your options for enforcement? Arbitration, court action, or mediation?
- Duration and Survival Clauses: Is the NDA still active? Some obligations continue even after the relationship ends.
3. Document Everything
Create a written record of the breach:
- A timeline of what happened and when
- Supporting evidence: emails, screenshots, communication logs
- Notes on any damages caused (lost clients, financial impact, etc.)
This documentation will be crucial whether you pursue the matter yourself or escalate it with a lawyer.
4. Reach Out to the Offender (If Safe to Do So)
In some cases, a direct conversation can resolve the issue. Consider sending a polite but firm email explaining:
- That you’re aware of the NDA violation
- That you expect the disclosure or misuse to stop immediately
- That you’re requesting confirmation in writing that no further breaches will occur
Note: If you suspect the breach is intentional or part of a larger issue (e.g., someone selling your trade secrets), skip this step and move to formal legal action.
5. Send a Formal Cease and Desist Letter
If direct outreach doesn’t work—or if the breach is serious—a cease and desist letter is the next step. This letter formally demands that the offending party stop their behavior immediately and may outline legal consequences if they don’t comply.
You can draft one yourself in minor cases, but for high-risk breaches, having an attorney send it carries more legal weight.
Pro Tip – Checklist to Respond Quickly and Effectively
Here’s what to do within the first 48 hours of discovering a breach:
- Review the signed NDA.
- Gather hard evidence (screenshots, emails, access logs).
- Write out a simple timeline of events.
- Draft or request a cease and desist letter.
- Contact your attorney if the breach is serious or ongoing.
This checklist helps keep emotions in check and ensures you’re responding with clarity and purpose.
Should You Involve a Lawyer?
In some NDA breaches, a lawyer isn’t just helpful—they’re essential. A formal legal response can carry far more weight than an informal email or DIY letter, especially if the breach involves valuable information or is still ongoing.
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When You Definitely Need Legal Help
You should bring in a lawyer if:
- The breach is causing ongoing financial harm. For example, you’re losing clients, customers, or revenue due to leaked information.
- The confidential information is highly sensitive. This includes trade secrets, proprietary code, internal financials, or strategic plans.
- The offending party is uncooperative or hostile. If they refuse to engage or respond, an attorney can compel action more effectively.
- The NDA includes a litigation or arbitration clause. You’ll need a lawyer to follow through on the enforcement process.
- You want to preserve your rights long-term. If the issue could result in reputational damage or create legal precedent, a lawyer can help you navigate it strategically.
Example – Legal Intervention That Stopped a Breach in Progress
A software development firm discovered that a contractor uploaded proprietary source code to a public GitHub repository—clearly violating their NDA. The company’s founder immediately contacted a lawyer, who issued a cease and desist letter the same day.
The lawyer also contacted GitHub and filed a takedown request under the platform’s policies. Within 48 hours, the code was removed, and the contractor’s access to company systems was revoked. A settlement followed that included compensation for damages and an agreement not to work for competing firms.
This kind of rapid, strategic action would have been nearly impossible without legal help.
Pro Tip – How to Talk to Your Lawyer About an NDA Breach
Before meeting with your attorney, gather the following:
- A copy of the signed NDA
- A clear timeline of the breach (dates, events, who was involved)
- Screenshots, emails, or logs that show what happened
- Any evidence of harm (lost clients, leaked info, negative reviews, etc.)
Ask your lawyer:
- “What are my enforcement options under this NDA?”
- “Can we stop the breach immediately?”
- “What compensation can I pursue?”
- “Is there a risk of counterclaims I should be aware of?”
Your goal in that first meeting is clarity: what you can do, how fast it can happen, and what it might cost.
Possible Legal Remedies
When someone breaches your NDA, your legal options will largely depend on how the agreement is written. Still, most NDAs provide several forms of relief if you choose to take legal action.
1. Injunctive Relief
This is a court order requiring the person to stop the harmful behavior immediately. Injunctions are powerful tools when:
- The breach is ongoing
- The disclosure could cause irreversible harm
- You need to prevent further sharing of confidential information
2. Compensatory Damages
If the breach caused financial harm (e.g., lost clients or revenue), you may be entitled to compensation. Courts will typically require you to prove the extent of your damages, so keep excellent records.
3. Liquidated Damages
Some NDAs include a liquidated damages clause, which specifies a set dollar amount the breaching party must pay if the agreement is violated. Courts are more likely to enforce these clauses when the damages are hard to quantify, and the clause was clearly defined and reasonable.
4. Attorney’s Fees and Enforcement Costs
Strong NDAs often include a clause that says the breaching party must cover your legal costs if you have to enforce the agreement. This can significantly ease the financial burden of taking legal action.
How to Prevent Future Breaches
An NDA breach is frustrating—but also an opportunity to strengthen your future protections. Here’s how:
1. Upgrade Your NDA Language
Make sure your NDA includes:
- Specific definitions of what counts as confidential information
- Clear obligations for handling sensitive information
- Explicit remedies and enforcement clauses
- Survival clauses (so obligations continue even after the relationship ends)
2. Limit Information Access
Only give access to sensitive data on a need-to-know basis. Use access logs, permissions, and expiration-based document sharing to reduce risk.
3. Train Your Team
Most breaches happen out of ignorance, not malice. Incorporate NDA education into your onboarding process. Make sure contractors and employees understand the seriousness of violations.
Pro Tip – Upgrading Your NDA to Make It More Enforceable
To make your NDAs more powerful, include:
- A liquidated damages clause for clear penalties
- A choice of law and venue clause so you control where disputes are resolved
- A return or destruction clause requiring the return or deletion of confidential info at the end of the relationship
If you’re not sure your NDA is enforceable, it’s worth having a legal review—or use a vetted template designed with these protections built in.
Conclusion
An NDA is a promise—a legal agreement to keep your confidential information safe. But when that promise is broken, your response matters. The quicker and more effectively you act, the better chance you have of containing the damage and holding the responsible party accountable.
Start by confirming the breach, documenting it thoroughly, and reviewing the agreement. Then decide whether to send a cease and desist letter or escalate with legal help. And once the dust settles, use the experience to tighten your processes and documents moving forward.
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The biggest question now is, "Do you need a lawyer for your business?” For most businesses and in most cases, you don't need a lawyer to start your business. Instead, many business owners rely on Legal GPS Pro to help with legal issues.
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