Remedy terms in the agreement
Many NDAs state that a breach causes irreparable harm and that the disclosing party may seek an injunction, and courts consider that language without being bound by it. Some agreements set liquidated damages, which are enforced only when they reflect a reasonable estimate of harm rather than a penalty. Clauses on attorney's fees, governing law, and the forum for disputes can shape the cost and location of the case. The agreement may also define confidential information narrowly or require it to be marked, which can leave unmarked information outside its protection. Reading those definitions closely comes before any demand.
Trade secret law alongside the contract
When the information qualifies as a trade secret, claims under the federal Defend Trade Secrets Act or state law may be available in addition to the contract claim, and they can reach people who never signed the NDA. Trade secret claims require showing that reasonable steps were taken to keep the information secret, and the NDA itself is often part of that proof. Speed matters, particularly if an injunction is sought, because delay can undercut a claim of urgent harm. Preserve the agreement, records of what was shared and when, and evidence of the disclosure, without accessing the other side's accounts or systems.
Limits on what an NDA can stop
Not every disclosure is a breach. Federal and New York law limit NDAs that would prevent people from reporting possible violations to government agencies, and there are legal limits on confidentiality terms covering harassment or discrimination claims. Information that was already public or independently developed is often outside an NDA's reach. We review the agreement, the information involved, and the circumstances of the disclosure, and then discuss whether a demand letter, an injunction motion, or negotiation fits. If you are the one accused of breaching an NDA, many of the same questions apply from the other side, and the response deserves the same care.
