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A notice of breach of a non-disclosure agreement is a written communication telling the other party that you believe they have broken a confidentiality obligation, and setting out what you want them to do about it.
A notice of breach of a non-disclosure agreement is not itself an NDA. It is the document sent when one has already been signed and something appears to have gone wrong.
Most confidentiality disputes are resolved at this stage. A clear notice frequently produces an explanation, a correction, or an undertaking, without either side going near a court.
It is also a serious document. It accuses someone of breaching a contract, it creates a record, and everything in it may later be read by lawyers or a judge.
This is the step to get right first, because a badly handled notice can damage your own position.
Whether a breach has occurred, what remedies are available, what you must do to preserve them, and how quickly you need to act are all questions of law that depend on the agreement, the facts, and where the parties are.
Several things carry real risk:
Speak to a lawyer before sending anything where the information matters. This page states no rule on remedies, limitation periods, or what a court will do.
The instinct on discovering a possible breach is to write immediately. Resist it long enough to check the basics.
Confirm an agreement exists and covers this. Find the signed document, check who signed it, and read whether the information in question falls inside the definition and outside the exclusions.
Consider the innocent explanations. Information may have been public already, independently developed, obtained lawfully elsewhere, or disclosed by someone else entirely.
Preserve the evidence. Screenshots, emails, file access logs, and dated copies of whatever prompted your concern should be secured before anything else happens, because they can disappear once the other side knows.
Work out what you actually want. Deletion, an undertaking, a correction, compensation, or simply an explanation are different outcomes requiring different approaches.
Tip: Write down the timeline before you write the notice. A clear sequence of what was disclosed, when, and what you observed is what makes a notice credible, and assembling it often changes your view of what happened.
A notice of breach of a non-disclosure agreement should be factual, specific, and free of anything you could not support.
Full names and the correct legal entities on both sides.
Its title, date, and the parties, with the specific clauses you say have been breached.
The facts in order, plainly stated, restricted to what you can evidence.
How the conduct falls within the obligations, in ordinary terms.
What has followed from it, if you can describe that accurately.
Specific actions: stop, delete, confirm, return, account, or explain.
A reasonable, specific date for a response.
That you reserve your position without predicting an outcome.
Signed, dated, and sent by a method that records delivery.
How a notice of breach of a non-disclosure agreement reads matters, because it is the first thing anyone assessing the dispute will see.
Keep it level. An angry letter reads as weakness and is exactly the document the other side will want in front of a judge.
Do not overstate the breach or the harm. Exaggeration invites a challenge to everything else you say, at the moment credibility matters most.
Do not accuse people of crimes or threaten to report them to authorities to obtain a commercial outcome. Using official consequences as leverage is treated seriously in many places and can create liability of its own. If you believe a criminal offence has occurred, take advice on reporting it as a separate matter.
Do not repeat the confidential information unnecessarily. Describing what was disclosed in detail, in a letter that may be circulated, can compound the problem.
Do not copy people who have no need to see it. Wider distribution can itself cause harm and invite a complaint.
This document should be prepared carefully and, where the stakes are real, reviewed before sending. Document Genius walks you through each section with simple questions.
Signed copy, correspondence, and whatever prompted the concern.
On whether there is a breach and what remedies apply.
The right legal entity and the right address.
Chronologically, and by reference to the agreement.
Specific actions and a specific date.
Record how and when it was sent. Start yours now and have a draft ready for review.
None of the likely responses requires an immediate reaction.
An explanation may resolve it. Recipients frequently have an account you had not considered, and a notice that produces one has done its job.
An undertaking is often the practical outcome. A written commitment to delete material, stop a use, or confirm compliance is what most senders actually need.
A denial is not the end. It may be genuine, it may be an opening position, and it is worth advice before responding.
Silence leaves you with a decision rather than an obligation. You do not have to escalate because you said you might, and escalation should follow advice rather than momentum.
Nothing on this page is legal advice, and no rule on breach, remedies, injunctions, damages, or limitation periods is stated anywhere on it. Take advice from a lawyer qualified where you are before sending a notice or acting on a response.
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