Sample Business Partner Demand Letters
Sample 1: Vendor NDA Breach
[Your Company]
[Address]
[Date]
[Vendor Company]
[Address]
Attn: [CEO/General Counsel]
Re: Breach of Non-Disclosure Agreement and Trade Secret Misappropriation
Dear [Recipient]:
[Your Company] and [Vendor] executed a Non-Disclosure Agreement dated [Date] (the "NDA") in connection with [describe relationship—e.g., "our engagement of [Vendor] to manufacture custom components"]. [Vendor] has breached that NDA and misappropriated [Your Company]'s trade secrets.
CONFIDENTIAL INFORMATION SHARED
Under the NDA, [Your Company] provided [Vendor] with confidential information including:
• [Technical specifications for Product X]
• [Proprietary manufacturing requirements]
• [Pricing and volume projections]
• [Customer identity and requirements]
This information was clearly marked "Confidential" and provided solely for [Vendor]'s use in [performing manufacturing services for us].
BREACH
We have learned that [Vendor]:
• [Specific allegation: Shared our product specifications with [Competitor]]
• [Specific allegation: Is manufacturing substantially identical products for [Third Party] using our designs]
• [Specific allegation: Disclosed our pricing structure to competing customers]
This conduct violates Sections [X] and [Y] of the NDA, which prohibit disclosure to third parties and use for any purpose other than [permitted purpose].
LEGAL CONSEQUENCES
[Vendor]'s conduct constitutes:
1. Breach of the NDA, exposing [Vendor] to contract damages
2. Misappropriation of trade secrets under California Civil Code § 3426, exposing [Vendor] to:
- Injunctive relief
- Actual damages and unjust enrichment
- Exemplary damages up to 2× for willful misappropriation
- Attorney fees
DEMAND
[Your Company] demands:
1. Immediate cessation of all use and disclosure of [Your Company]'s confidential information
2. Written identification of all third parties to whom [Your Company]'s information was disclosed
3. Return or destruction of all [Your Company] confidential materials, with written certification
4. An accounting of all revenue derived from use of [Your Company]'s information
5. Compensation for damages in an amount to be determined
Please respond within fourteen (14) days. [Your Company] will pursue all available remedies if this matter is not resolved.
Sincerely,
[Name]
[Title]
[Your Company]
Sample 2: Failed Acquisition / Due Diligence Abuse
[Your Company / Law Firm]
[Address]
[Date]
[Prospective Acquirer]
[Address]
Attn: General Counsel
Re: Misuse of Due Diligence Information – Breach of Confidentiality Agreement
Dear Counsel:
This firm represents [Target Company] regarding [Prospective Acquirer]'s misuse of confidential information obtained during acquisition due diligence.
BACKGROUND
In connection with [Prospective Acquirer]'s proposed acquisition of [Target Company], the parties executed a Confidentiality Agreement dated [Date]. [Target Company] provided extensive confidential information through a virtual data room, including:
• Detailed financial projections and customer profitability analysis
• Complete customer list with contract terms and renewal dates
• Proprietary technology documentation
• Strategic plans and product roadmaps
• Key employee information
The Confidentiality Agreement expressly limited use of this information to evaluating the potential transaction.
THE TRANSACTION DID NOT CLOSE
On [Date], [Prospective Acquirer] terminated discussions. We have since learned that [Prospective Acquirer] has:
• [Contacted our customers offering competing services]
• [Launched a product remarkably similar to our confidential roadmap]
• [Recruited key employees identified in due diligence materials]
• [Priced services to exactly match our confidential pricing model]
LEGAL VIOLATIONS
This conduct violates:
1. The Confidentiality Agreement, which prohibits any use of the Confidential Information other than evaluating the transaction
2. California Civil Code § 3426 (CUTSA), which prohibits misappropriation of trade secrets
3. The implied covenant of good faith inherent in due diligence negotiations
DEMAND
[Prospective Acquirer] must immediately:
1. Cease all use of [Target Company]'s confidential information
2. Cease contact with customers identified through due diligence
3. Certify destruction of all due diligence materials
4. Compensate [Target Company] for damages
We demand a response within ten (10) days. [Target Company] will seek injunctive relief and maximum damages if [Prospective Acquirer] does not comply.
Sincerely,
[Attorney Name]
Counsel for [Target Company]
Sample 3: Contractor Competing with Client
[Your Company]
[Address]
[Date]
[Contractor/Consultant]
[Address]
Re: Breach of Consulting Agreement and Trade Secret Misappropriation
Dear [Contractor]:
[Your Company] engaged [Contractor] under a Consulting Agreement dated [Date] to provide [description of services]. That Agreement contains confidentiality provisions and work product assignment clauses. [Contractor] has breached these obligations.
THE CONSULTING RELATIONSHIP
During your engagement, you had access to [Your Company]'s confidential information including:
• [Proprietary software/technology]
• [Customer lists and relationships]
• [Business strategies and competitive analysis]
• [Internal processes and methodologies]
Under Section [X] of the Consulting Agreement, this information is confidential and may only be used to perform services for [Your Company]. Under Section [Y], work product created during the engagement belongs to [Your Company].
BREACH
We have discovered that you:
• [Started a competing business offering substantially identical services]
• [Contacted [Your Company]'s customers offering your services]
• [Are using work product developed for [Your Company] in your own business]
• [Are leveraging confidential information about our clients and operations]
This conduct violates your Consulting Agreement and constitutes trade secret misappropriation under CUTSA.
DEMAND
You must immediately:
1. Cease all use of [Your Company]'s confidential information
2. Stop offering competing services that rely on [Your Company]'s work product or trade secrets
3. Cease contacting [Your Company]'s customers using confidential customer information
4. Return all [Your Company] materials and work product
5. Assign to [Your Company] any work product created during your engagement that you have improperly retained
Failure to comply will result in legal action seeking injunction, damages, and attorney fees.
Respond by [Date].
[Name]
[Title]
[Your Company]
Sample 4: Joint Venture Dissolution
[Your Company / Law Firm]
[Address]
[Date]
[JV Partner Company]
[Address]
Attn: CEO
Re: Post-Dissolution Use of Joint Venture Confidential Information
Dear [CEO]:
As you know, the joint venture between [Your Company] and [JV Partner] formally dissolved on [Date]. We write regarding [JV Partner]'s ongoing use of confidential information that was shared during and developed within the joint venture.
JV CONFIDENTIAL INFORMATION
During the joint venture, both parties contributed and developed confidential information, including:
• [Technology/IP contributed by Your Company]
• [Customer relationships and data]
• [Joint development work product]
• [Business strategies and market analysis]
The Joint Venture Agreement (Section [X]) and the related IP Agreement (Section [Y]) specify that upon dissolution:
• Each party's contributed IP returns to that party
• Jointly developed IP is [allocated per agreement terms]
• Each party must return or destroy the other's confidential information
• Neither party may use the other's trade secrets after dissolution
POST-DISSOLUTION CONDUCT
Since dissolution, [JV Partner] has:
• Continued selling products incorporating [Your Company]'s technology
• Failed to return [Your Company]'s contributed materials
• Contacted joint venture customers using shared customer data
• Launched products derived from joint development efforts without authorization
DEMAND
[Your Company] demands that [JV Partner]:
1. Immediately cease use of [Your Company]'s proprietary technology
2. Return all materials containing [Your Company]'s contributed IP
3. Cease contact with customers using JV customer data
4. Provide accounting of post-dissolution sales using [Your Company]'s technology
5. Pay royalties or damages for unauthorized use
The Joint Venture Agreement provides for binding arbitration of disputes. If we cannot resolve this within [X] days, [Your Company] will initiate arbitration proceedings.
Sincerely,
[Name]
[Title / Counsel for Your Company]