Texas Cease and Desist Letter – General (TUTSA / TCPA-Aware)

TEXAS CEASE AND DESIST LETTER

SENT VIA CERTIFIED MAIL #[________________], RETURN RECEIPT REQUESTED
AND VIA EMAIL TO: [________________________________]

1. HEADER

Date: [__/__/____]

TO:
[RECIPIENT NAME]
[________________________________] (Registered Agent if entity – search https://mycpa.cpa.state.tx.us/coa/ or SOSDirect)
[________________________________]
[________________________________] (City, State ZIP)

FROM:
[SENDER NAME]
c/o [ATTORNEY / FIRM NAME]
[________________________________]
[________________________________] (City, Texas ZIP)
[Texas State Bar No. ____________]

RE: DEMAND TO CEASE AND DESIST – [Describe conduct: trademark infringement / trade-secret misappropriation / tortious interference / defamation / breach of restrictive covenant / other]

2. INTRODUCTION

This firm represents [SENDER NAME] ("[Client]") in connection with the matter described below. This letter serves as formal notice and demand that you immediately cease and desist from the conduct identified herein. If you fail to comply with the demands set forth in Section 5 by [__/__/____] (the "Compliance Deadline"), [Client] will pursue all available remedies in Texas state or federal court, including injunctive relief under Tex. Civ. Prac. & Rem. Code Ch. 65 and Tex. R. Civ. P. 680 et seq., damages, disgorgement of profits, exemplary damages, and attorney's fees as provided by Texas law.

3. FACTUAL BACKGROUND

3.1 [Client]'s Protected Interests

[Client] is a [entity type] with its principal place of business in [____________] County, Texas. [Client]'s protected rights include:

☐ Texas and federally registered trademarks (USPTO Reg. No. [____________]; Tex. Sec. of State Reg. No. [____________]) under Tex. Bus. & Com. Code § 16.060 (infringement);
☐ Trade secrets protected under the Texas Uniform Trade Secrets Act (TUTSA), Tex. Bus. & Com. Code § 134A.001 et seq., including [describe categories: customer lists, formulas, pricing, source code, methods];
☐ Contractual rights under that certain [AGREEMENT], including a non-disclosure provision, a non-solicitation covenant, and/or a non-competition covenant governed by Tex. Bus. & Com. Code § 15.50;
☐ Business reputation protected under Tex. Civ. Prac. & Rem. Code Ch. 73 (libel) and Texas common law defamation and business-disparagement doctrines;
☐ Other protectable interests: [________________________________].

3.2 Your Wrongful Conduct

[Client] has credible evidence that, beginning on or about [__/__/____], you have engaged in the following conduct (the "Wrongful Conduct"):

[________________________________]
[________________________________]
[________________________________]

Documentary evidence is attached as Exhibit A.

4. LEGAL BASIS FOR THIS DEMAND

Depending on the nature of the Wrongful Conduct, your conduct constitutes one or more of the following violations of Texas law:

4.1 Trade Secret Misappropriation (TUTSA). Under Tex. Bus. & Com. Code § 134A.002(6), misappropriation includes acquisition by improper means and unauthorized use or disclosure. TUTSA provides for injunctive relief (§ 134A.003), actual damages plus unjust enrichment or a reasonable royalty (§ 134A.004), exemplary damages up to 2x actual for willful and malicious misappropriation, and attorney's fees for willful misappropriation or bad-faith claims (§ 134A.005).

4.2 Breach of Restrictive Covenant. Under Tex. Bus. & Com. Code § 15.50, covenants not to compete are enforceable if ancillary to an otherwise enforceable agreement and reasonable in time, geography, and scope. Section 15.51(c) requires courts to reform overbroad covenants to the extent necessary to render them reasonable rather than void them. Injunctive relief is expressly authorized.

4.3 Trademark Infringement and Unfair Competition. Under Tex. Bus. & Com. Code § 16.102 et seq. (Texas Trademark Act), along with Texas common law unfair competition and the federal Lanham Act (15 U.S.C. § 1114, § 1125(a)).

4.4 Tortious Interference with Contract/Prospective Relations. Texas recognizes both torts; willful and intentional interference supports exemplary damages under Tex. Civ. Prac. & Rem. Code § 41.003.

4.5 Defamation / Business Disparagement. Under Tex. Civ. Prac. & Rem. Code § 73.055 (Defamation Mitigation Act), [Client] hereby provides statutory notice of the statements identified in Exhibit A that are defamatory and requests publication of a correction, clarification, or retraction within 30 days.

4.6 Deceptive Trade Practices. Where applicable, conduct may violate Tex. Bus. & Com. Code § 17.46(b) (laundry list of deceptive practices actionable under the DTPA). Note: the DTPA requires a separate 60-day pre-suit notice under § 17.505 before filing suit for damages.

5. DEMANDS

On behalf of [Client], you are DEMANDED to do the following no later than the Compliance Deadline:

5.1 Immediately and permanently cease and desist from any and all Wrongful Conduct, including [specify: using, disclosing, copying, or transmitting the identified trade secrets; soliciting [Client]'s customers or employees; making the identified statements; using the identified marks].

5.2 Preserve all evidence. You are hereby placed on litigation hold with respect to all documents, electronically stored information ("ESI"), communications (including text messages, chat platforms, and personal email), metadata, backups, source code, customer data, and devices relating in any way to the Wrongful Conduct. Spoliation will be addressed under Tex. R. Civ. P. 196.4 and the presumptions recognized by Texas courts (Brookshire Bros. v. Aldridge, 438 S.W.3d 9 (Tex. 2014)).

5.3 Return and/or destroy all [Client] materials in your possession, custody, or control, including copies, derivatives, and summaries, and provide a sworn written certification of return/destruction.

5.4 Account for and disgorge any benefits, revenue, or profits obtained through the Wrongful Conduct.

5.5 Identify third parties to whom any [Client] confidential information has been disclosed.

5.6 Written confirmation of compliance with each demand, signed and delivered to the undersigned by the Compliance Deadline.

6. REMEDIES [CLIENT] WILL SEEK IF YOU FAIL TO COMPLY

If you fail to comply fully by the Compliance Deadline, [Client] is prepared to file suit in the [____________] District Court of [____________] County, Texas, or in the U.S. District Court for the [____________] District of Texas, seeking:

a. Temporary restraining order under Tex. R. Civ. P. 680 (TRO available ex parte, 14-day duration, verified application, bond required);

b. Temporary injunction under Tex. R. Civ. P. 683 (following notice and hearing; must state reasons, be specific in terms, and describe the acts restrained);

c. Permanent injunction under Tex. Civ. Prac. & Rem. Code § 65.011;

d. Actual and consequential damages;

e. Exemplary damages under Tex. Civ. Prac. & Rem. Code Ch. 41 (statutory caps: greater of $200,000 or 2x economic + non-economic up to $750,000, subject to clear and convincing evidence of fraud, malice, or gross negligence under § 41.003);

f. Attorney's fees under the applicable statute (TUTSA § 134A.005; CPRC § 38.001 if contract-based);

g. Court costs, pre-judgment interest (Tex. Fin. Code Ch. 304), and all other relief to which [Client] may be justly entitled.

7. TCPA / ANTI-SLAPP DISCLAIMER

This letter does not seek to restrain or punish any exercise of your rights of free speech, association, or petition on a matter of public concern as protected by the Texas Citizens Participation Act, Tex. Civ. Prac. & Rem. Code Ch. 27. Rather, this letter addresses conduct involving [commercial speech exempt under § 27.010(a)(2) / trade-secret misappropriation / breach of contract / other non-protected conduct]. Nothing in this letter should be construed as a threat of litigation based on constitutionally protected expression.

8. SETTLEMENT COMMUNICATION

This letter is a confidential settlement communication made in furtherance of compromise under Tex. R. Evid. 408 and is not admissible as proof of liability, except for purposes permitted under that rule (including proof of notice, presentment, and bad faith).

9. RESERVATION OF RIGHTS

Nothing in this letter constitutes a waiver of any claim, right, defense, or remedy, all of which are expressly reserved. [Client] reserves the right to proceed directly to court without further notice if exigent circumstances so require.

10. SIGNATURE

Sincerely,

_______________________________________
[ATTORNEY NAME]
Texas Bar No. [____________]
[FIRM NAME]
[________________________________]
[____________], Texas [__________]
Phone: [____________] | Fax: [____________]
Email: [________________________________]

Attorney for [Client]

Enclosures: Exhibit A – Evidence of Wrongful Conduct

Sources and References

• Tex. Bus. & Com. Code Ch. 134A (TUTSA) – https://statutes.capitol.texas.gov/Docs/BC/htm/BC.134A.htm
• Tex. Bus. & Com. Code § 15.50–15.52 (Non-compete)
• Tex. Civ. Prac. & Rem. Code Ch. 27 (TCPA Anti-SLAPP) – https://statutes.capitol.texas.gov/Docs/CP/htm/CP.27.htm
• Tex. Civ. Prac. & Rem. Code § 73.055 (Defamation Mitigation Act notice)
• Tex. Civ. Prac. & Rem. Code Ch. 65 (Injunction)
• Tex. R. Civ. P. 680–693a (TRO/injunction procedure)
• Brookshire Bros. v. Aldridge, 438 S.W.3d 9 (Tex. 2014) (spoliation)