What to Do When Someone Breaks Your NDA
You took the right step: you had someone sign a Non-Disclosure Agreement (NDA) to protect your confidential information. But now you’ve discovered...
7 min read
It started out casual—maybe it was a quick job for a client you trusted, a verbal agreement with a friend, or a rush to get a project moving. But now things are getting messy. You delivered work, and payment is late. Or the client is asking for changes you never agreed to. Or someone’s claiming they own what you created.
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And suddenly it hits you: You forgot to get it in writing.
If you’re in this situation, you’re not alone. It happens more often than you think, especially in the fast-paced world of freelance work, startups, and small business projects. The good news? It’s not too late to protect yourself. But you need to act strategically.
This guide walks you through what to do after the fact when you realize you skipped the contract. You’ll learn how to gather proof, reduce risk, resolve issues, and avoid repeating the mistake in the future—with actionable examples and pro tips to help you regain control.
Why Contracts Matter (Even If It’s Too Late Now)
A contract does more than just outline terms. It clarifies expectations, defines deliverables, establishes payment obligations, and provides a roadmap for what happens if something goes wrong.
But just because you didn’t sign something doesn’t mean you have no legal footing. In many cases, you may still have what’s called an “implied contract” or a “contract-in-fact.” These are legally enforceable agreements based on the behavior and communications between two parties—even if nothing was ever signed.
Still, without a written agreement, everything becomes harder to prove. That’s why your first step is to get organized.
Example – Verbal Agreement Gone Sideways
Let’s say you’re a graphic designer. A small business asked you to create a new logo. You discussed pricing in person and shook hands on it—$500 for two rounds of revisions.
You emailed over the logo. Then silence. No payment. When you followed up, the client said they thought the $500 was just for “final delivery,” and they assumed mockups were free. You have no signed contract to prove otherwise.
This is exactly the kind of situation where implied contracts, written communication, and a clear timeline become your strongest tools.
Step 1: Gather Documentation and Communication History
Even without a signed contract, you may still be able to prove that an agreement existed—if you have the right documentation. Courts and mediators often look at the “course of dealing” between two parties. That means your emails, texts, invoices, and deliverables can speak for you.
Here’s what to collect:
- Emails or messages discussing payment, scope of work, or deadlines
- Invoices that were sent and (ideally) acknowledged
- Text messages or DMs that confirm the work was requested or delivered
- Screenshots of shared drafts or completed projects
- Project timelines like calendar invites, shared folders, or task management tools
- Proof of delivery or completion (e.g., Dropbox timestamps, email receipts)
Organize this into a folder and create a timeline that walks through:
- When the project or service was requested
- What was agreed upon (even if it was verbal or informal)
- What you delivered and when
- Any payment discussions or requests
Pro Tip – What to Save in Case You Need to Go to Court
If things escalate, these items can help prove an implied agreement:
- Emails with pricing or scope details
- Any “thank you” messages after delivery (shows they accepted your work)
- Partial payments (even a deposit can imply agreement)
- Edits or revision requests (proves they used your services)
- Third-party witnesses who were part of the project or looped in via email
The goal isn’t to threaten legal action—but to be fully prepared if you need to. Having a clean file of evidence also makes it easier to resolve disputes without going to court.
Step 2: Try to Create a Retroactive Agreement
Just because the work has started—or even finished—doesn’t mean it’s too late to get something in writing. A retroactive agreement helps clarify expectations, confirm payment terms, and protect you from future misunderstandings.
How to Approach It
Reach out to the other party with a calm, collaborative tone. You don’t need to make it a big deal—just frame it as something that protects both of you:
“Hey, I realized we didn’t put anything in writing for this project. Just to make sure we’re on the same page moving forward (or wrapping things up), I put together a quick summary of what we agreed to. Can you take a look and confirm?”
You can use a simple Memorandum of Understanding (MOU), short-form contract, or even a confirmation email that outlines:
- Scope of work
- Payment amount and schedule
- Delivery milestones (if applicable)
- Ownership of work or rights
- Any outstanding tasks or obligations
Having this—even after the work is done—can help protect you from late payments, copyright confusion, or scope creep down the road.
Example – Retroactive Contract That Prevented Legal Trouble
A freelance developer delivered a mobile app prototype for a startup founder. They had agreed on $4,000 for the build—but nothing was written down. After the project, the founder tried to argue the payment was for all future updates, not just the initial version.
The developer followed up with a professional email outlining their original agreement, attaching a retroactive short-form contract. The founder signed it, acknowledging the terms, and the issue was resolved without escalation.
This one document saved the developer from months of unpaid work.
Step 3: Identify the Risks of Not Having a Contract
When you skip a contract, you don’t just lose a piece of paper—you lose clarity, protection, and leverage. Even if everything feels like it’s going fine, here’s what can go wrong behind the scenes:
1. Missed or Delayed Payments
Without a written agreement confirming how much and when you’ll be paid, clients can:
- Claim confusion over pricing
- Delay payment indefinitely
- Refuse to pay for completed work, especially if there’s a dispute about whether it was “approved”
2. Ownership Confusion
Did you just license your work—or give up full rights? If you didn’t clearly state who owns what, the other party could:
- Claim ownership of your designs, writing, software, or code
- Resell or reuse your work without paying you
- Register a copyright or trademark you should control
3. Scope Creep
Without defined boundaries, it’s easy for clients to say:
“I thought that was included.”
“Can you just do one more thing?”
“We need a few extra revisions.”
This burns your time and energy and can completely derail your pricing.
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4. No Dispute Process
If a disagreement happens—on scope, timelines, deliverables, or payment—there’s no framework in place to resolve it. That means:
- More stress and time spent arguing
- No clear path to resolution
- Potential legal costs if it escalates
Not every handshake deal turns into a nightmare—but if things do go sideways, not having a contract makes everything more complicated and riskier. That’s why the next section covers what you can do right now if something is already going wrong.
Step 4: If Something Goes Wrong, What Can You Do?
If the project has gone off the rails—missed payment, ghosting, or a major disagreement—it’s time to take control. Even without a signed contract, you still have options.
1. Attempt an Informal Resolution
Start by reaching out directly. Keep it professional and fact-based. Your goal is to resolve, not escalate.
“Just following up to clarify the scope and confirm payment status. Based on our earlier communication [reference email/message], I completed [describe deliverables] and sent the invoice on [date]. Could you let me know when payment will be sent?”
Include:
- A recap of the project and agreement
- Any supporting documentation (emails, invoices)
- A proposed resolution and a deadline
Sometimes a clear, calm reminder is enough to prompt action—especially if the other person didn’t intend to be difficult.
2. Send a Demand Letter
If the informal approach fails, a demand letter can raise the stakes. This isn’t necessarily legal action—but it puts your complaint in writing and signals that you're serious.
A solid demand letter should:
- State the work performed and the amount owed (or the issue you're addressing)
- Reference communications or deliverables
- Set a deadline for resolution (usually 7–10 days)
- Mention that you’ll consider legal action or small claims court if the issue isn’t resolved
Pro Tip – What to Include in a “No-Contract” Demand Letter
Even without a signed agreement, structure your letter like this:
- Header: “Re: Demand for Payment / Dispute Resolution”
- Timeline Summary: Include dates of engagement, delivery, and invoice
- Supporting Evidence: Mention attached messages, drafts, or email threads
- Clear Request: What you want (e.g., payment, clarification of rights, stop using your work)
- Deadline: “Please respond by [X date] to avoid further action.”
You don’t need legal language—just a clear tone and complete documentation. You can send this yourself or have a lawyer do it for added impact.
3. Consider Small Claims Court (If It Comes to That)
If the amount in dispute is relatively small (usually under $10,000 depending on your state), small claims court may be an affordable option.
- No lawyer required
- Faster resolution timelines
- Judges often rely on evidence like emails, invoices, and communication history—which you’ve now organized
How to Prevent This in the Future
If this situation has taught you anything, it’s probably this: always get it in writing. But knowing that isn’t enough—you need a system that makes it easy to follow through.
Here’s how to avoid skipping the contract ever again:
1. Use Templates for Repeat Work
Whether you’re a freelancer, consultant, or small business owner, you probably offer the same types of services over and over. Save time by creating templates for:
- Client agreements
- Freelancer/contractor terms
- One-page scopes of work or MOUs
Make them customizable but plug-and-play so you’re never reinventing the wheel.
2. Build Contracts Into Your Workflow
Add contract steps to your project management checklist or CRM process. For example:
- Before the kickoff call: Send the proposal and contract
- Before beginning work: Require signed agreement and deposit
- Before handoff: Confirm ownership terms and final payment requirements
3. Use Digital Tools
Contract tools like HelloSign, DocuSign, or even Google Docs with e-signature plugins make it fast and easy to get agreements in place. No printing, no delays.
Pro Tip – Create a Contract Shortcut System
Set yourself up with:
- A folder of reusable templates
- A fillable intake form that plugs into your contract (name, scope, price)
- A client onboarding checklist that includes contract and payment steps
- Automated reminders for unsigned contracts or unpaid invoices
With this in place, you can send a ready-to-go agreement in minutes—even during a rush or late-night text that turns into “Let’s do this project together.”
Conclusion
Forgetting to use a contract doesn’t mean you’re helpless—but it does mean you need to act fast and smart. Start by gathering your evidence, try to put something in writing retroactively, and address any current issues clearly and professionally.
Then, turn this situation into a permanent fix: set up a simple system that makes it easier to use contracts than to skip them.
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Protect your business with our complete legal subscription service, designed by top startup attorneys.
- ✅ Complete Legal Toolkit
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- ✅ Affordable Legal Guidance
- ✅ Custom Legal Status Report
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