Breach of Contract Cease & Desist Letter Template (Free Download)

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Cease & Desist Breach of Contract Example

The following is an example of a Cease and Desist Letter which could be sent in the event of a breach of contract. Every circumstance involving a breach of contract is different. It is not recommended that this cease and desist letter be used without first consulting an experienced contract attorney.

This cease and desist template could be modified for use in the event of bad faith, breach of faith, breach of privilege, breach of promise, or breach of trust.

Click here for more cease and desist letter templates.

Common Breach of Contract Scenarios

Breach of contract claims arise in many business contexts. A cease and desist letter can be an effective first step in addressing these situations:

Non-compete violations — A former employee or business partner is competing in violation of a non-compete agreement. This is one of the most common reasons for sending a breach of contract cease and desist. For more on Minnesota non-compete law, see Non-Compete Alternatives: Minnesota Legal Strategies.
Non-solicitation breaches — A former employee is soliciting your clients, customers, or employees in violation of a non-solicitation agreement.
Confidentiality violations — A party is disclosing trade secrets or confidential business information in breach of a non-disclosure agreement (NDA) or confidentiality clause.
Payment defaults — A party has failed to make payments required under a contract, promissory note, or service agreement.
Service agreement violations — A vendor, contractor, or service provider is failing to perform the services specified in your agreement.

What to Include in Your Demand

An effective breach of contract cease and desist letter should clearly communicate the following:

Identify the contract — Reference the specific agreement, including the date it was executed and the parties involved.
Describe the breach — Explain precisely which provisions have been violated and provide the facts supporting your claim.
State the cure period — If the contract contains a cure provision, specify the time period within which the breach must be remedied. Even without a cure provision, giving the breaching party a reasonable opportunity to comply demonstrates good faith.
Outline the consequences — Describe the legal remedies you will pursue if the breach is not cured, including damages, injunctive relief, and attorney’s fees.
Preserve your rights — Include language reserving all legal rights and remedies, including those not specifically mentioned in the letter.

For guidance on whether a cease and desist is the right first step, see Should You Send a Cease and Desist Before Starting a Lawsuit?

Non-Compete and Non-Solicitation Breaches

Non-compete and non-solicitation agreements are among the most frequently litigated contract provisions. A cease and desist letter in this context should:

Quote the specific restrictive covenant language from the agreement, including the scope, duration, and geographic limitations.
Identify the specific competitive activity that violates the agreement, with as much detail as possible (new employer, specific clients solicited, etc.).
Reference the enforceability standards in your jurisdiction. Note that Minnesota enacted significant changes to non-compete law — non-compete agreements entered into after July 1, 2023 are generally unenforceable in Minnesota, though non-solicitation and confidentiality agreements remain enforceable. See Restrictive Covenant Enforcement Strategies in Minnesota.
Demand immediate compliance and specify whether you are seeking cessation of competitive activities, return of confidential information, or both.

Because non-compete disputes often require urgent action, a temporary restraining order or preliminary injunction may be appropriate if the cease and desist letter does not produce results.

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[DATE]

Via Messenger

Mr. John Doe
[STREET ADDRESS]
[CITY][STATE][ZIP]

Re: John Doe and [CURRENT EMPLOYER] v. [CLIENT]

Dear Mr. Doe:

Our law firm represents [CLIENT]. This letter is served upon you pursuant to Rule 5.01 of the Minnesota Rules of Civil Procedure wherein demand is made upon you to cease and desist your solicitation of former customers of [CLIENT].

You signed a Noncompete Agreement (“Agreement”) with [CLIENT] at the time of your commencement of employment with [CLIENT]. The fact that they you are now working for a competitor and soliciting customers of [CLIENT] is a complete breach and violation of the Agreement. The Agreement was carefully drafted to provide that you not compete for a period of two years, by being employed for any business in the United States where [CLIENT] has made sales during the term of the Agreement and/or soliciting customers of [CLIENT] that were customers or prospective customers while you worked at [CLIENT]. More specifically, the Agreement provides that:

Employee will not directly or indirectly (either as a sole proprietor, partner, partner with another, director or officer of a corporation, agent, employee, broker, or as a joint venture of otherwise) engage in, contact any employee of [CLIENT] on behalf of, contact any other individuals or entities having contractual relationships with [CLIENT] on behalf of, or provide services to any person or business that is or was a customer or specifically identified prospective customer of [CLIENT], that is or was a supplier to [CLIENT], or provider of services to any person or business that is or was competitive with any product or service marketed or planned for marketing by [CLIENT], if such person or business is located or doing business anywhere in the United States where [CLIENT] has made sales during the term of this Agreement.

The services provided, as defined by the aforementioned language, is collections, as you know. It has come to our attention that you are soliciting customers of [CLIENT] that were customers while you worked there, including, but not limited to, [COMPANY]. Accordingly, you are in breach and in direct violation of your Agreement. Additionally, by soliciting [CLIENT]’s customers, you are tortiously interfering with the agreements between [CLIENT] and its customers. Your current employer, [CURRENT EMPLOYER], is also tortiously interfering with the agreements between [CLIENT] and its customers.

If you continue to solicit customers of [CLIENT] and you do not cease soliciting the customers of [CLIENT], a lawsuit will be commenced against you and your current employer, [CURRENT EMPLOYER]. We will immediately seek a temporary restraining order in District Court against both you and [CURRENT EMPLOYER], and will also bring a cause of action for breach of contract and tortious interference with contract against you and [CURRENT EMPLOYER, seeking monetary damages to be proved at trial. Hopefully this recourse is not necessary, but my client has its own interests to protect and will vigorously do so.

You will not receive another warning letter from this office. If you do not confirm in writing to our office by [DATE] that you will cease violating your Agreement with [CLIENT] and tortiously interfering with [CLIENT]’s agreements with its customers, a lawsuit will be commenced immediately.

Very truly yours,

[ATTORNEY]

cc:

[CLIENT]

Frequently Asked Questions

Is a breach of contract cease and desist legally binding?

A cease and desist letter is not a court order and is not independently legally binding. However, the underlying contract is binding, and the cease and desist letter is a formal demand to comply with its terms. The letter serves as evidence that you attempted to enforce the contract before pursuing litigation.

How long should I give to cure the breach?

The appropriate cure period depends on the nature of the breach and any cure provisions in the contract itself. Common timeframes range from 10 to 30 days. For urgent situations — such as a former employee actively soliciting your clients — a shorter deadline of 5 to 7 days may be appropriate. If the contract specifies a cure period, you should generally honor that period before escalating.

What if the contract does not have a cure provision?

If the contract does not include a cure provision, you are generally not required to give the breaching party an opportunity to fix the problem before filing a lawsuit. However, sending a cease and desist letter is still a best practice — it demonstrates good faith, creates a paper trail, and may resolve the dispute without the time and expense of litigation.

Should I send a cease and desist before filing a breach of contract lawsuit?

In most cases, yes. A cease and desist letter is not legally required before filing suit, but it can resolve the dispute faster and cheaper than litigation, preserve your relationship with the other party if desired, and demonstrate to the court that you acted reasonably. For time-sensitive breaches (such as ongoing trade secret disclosure), you may need to file for a temporary restraining order simultaneously. See also Cease and Desist Letter Risks.

Cease & Desist Breach of Contract Template, Example, Sample Form