Here’s a practical, plain-English legal explainer for the Philippine context on how to respond to a cease-and-desist (C&D) letter from a former employer—what it usually alleges, how strong those claims typically are, the smartest way to reply (or not), and how to protect yourself while keeping doors open. (General information, not legal advice.)

What a C&D from a former employer usually targets

Confidentiality/trade secrets (NDA breach; misuse of client lists, pricing, source code, models, playbooks).
Non-compete / non-solicitation (alleged poaching of clients or staff; “don’t work for X” clauses).
Intellectual property (ownership of work product; copyright, trademarks; invention assignment).
Data privacy / device access (retaining or copying files, emailing yourself databases).
Defamation / disparagement (social posts or statements that allegedly harmed the company).
Return of property (laptops, ID cards, tokens; wiping drives; credentials).
Breach of separation agreement (violation of a release, non-disparagement, or garden-leave term).

The letter often demands: stop specified conduct; preserve evidence; return or delete information; sign undertakings; pay damages; or face court (TRO/injunction, damages, criminal complaints).

First 24–72 hours: do this (triage checklist)

Don’t panic; don’t reply in anger. A measured, factual response beats a defensive rant.
Calendar the deadline. Most C&Ds give 3–7 days. If needed, request a short extension in writing.
Preserve evidence (litigation hold): stop auto-deletes; keep emails/chats, device logs, code commits, file history, access logs, calendars, offer letters, NDAs, and the C&D envelope/email headers. Do not wipe devices yet (avoid spoliation).
Isolate data: if you still have any company material, quarantine it (no use, no sharing) pending advice.
Map the contracts: gather your employment contract, NDA, IP assignment, separation agreement, and any policy you acknowledged (BYOD, confidentiality, social media, handbook).
List the facts that matter:
- What exactly did you do after leaving (employer, role, clients contacted)?
- What files/accounts do you still have (if any)?
- Who else may be a witness (co-workers, clients)?
Conflicts at your new employer: discreetly notify legal/HR if the C&D touches company systems or clients so they can help with holds and firewalls.
Decide counsel: for high-stakes (IP, big clients, threats of injunction), consult a PH lawyer early.

How strong are the usual claims? (Philippine flavor)

1) Confidentiality (NDA)

Generally enforceable. NDAs survive employment. “Confidential information” should be specific. Client lists, cost/pricing sheets, non-public roadmaps, and proprietary code can qualify as trade secrets.
Defenses: information is public/independently developed; employee memory/know-how (general skills) vs. documents; employer failed to keep it confidential; overbreadth (covers non-confidential info).

2) Non-compete

Heavily scrutinized in employment. Philippine courts allow restraints only if reasonable in time, geography, and scope, and necessary to protect a legitimate business interest (not to punish or prevent lawful work). Overbroad “any industry/anywhere/2–5 years” clauses are commonly invalidated or blue-penciled.
Non-solicitation (of clients or employees) is more likely enforceable if time-limited and narrowly tailored (e.g., your handled clients for 1 year).

3) Intellectual Property

By default, employer owns works created in the course of employment or as commissioned works with assignment language. Personal side projects, created on your own time/equipment and unrelated to your duties, are defensible—unless your contract says otherwise.
Open-source/code forks: licensing terms matter; be ready to prove provenance.

4) Data Privacy / Computer misuse

Data Privacy Act obligations apply to companies; employees can still face issues if they took personal data (client lists with personal info) without authority. Returning/deleting promptly (with a certificate of deletion) reduces risk.
Avoid unauthorized access to ex-employer systems (post-exit logins can trigger separate liabilities).

5) Defamation / Disparagement

Truth and fair comment on matters of public interest are defenses, but posting private, confidential, or false claims can create civil (damages) and criminal exposure (libel/cyber-libel). Take down questionable posts while you assess.

Decision tree: which posture fits your case?

You have no restricted items, didn’t solicit, and clause looks overbroad: → Firm denial + request particulars. Offer standard assurances (no use of confidential info). Decline invalid restraints.
You inadvertently retained files or synced data: → Cooperative cure. Offer immediate return/certified deletion, list of items, and an undertaking not to use. This often defuses the dispute.
You joined a competitor and are pitching clients you handled before: → Risky. Shift to defensible zones (public tenders, non-covered clients), craft narrow undertakings (no targeted solicitations of named accounts for X months), seek a mutual carve-out (e.g., passive acceptance of inbound requests).
They contacted your new employer with threats: → Consider a counter-notice on tortious interference and unfair restraint, while maintaining a cooperative tone.
They demand you quit your new job: → Typically unreasonable; resist. Offer tailored safeguards (no confidential use; firewall from specified accounts; periodic certification).

How to draft your response letter (anatomy)

Tone: professional, concise, factual. Avoid admissions; avoid insults. Use “without prejudice” and “no admission of liability” language where appropriate.

Structure:

Heading & references (their date, your name, counsel if any).
Receipt & cooperation: confirm receipt; express willingness to resolve.
Position on each allegation:
- If denying, say so clearly and ask for particulars (documents, logs, dates, names).
- If cure is needed, detail return/deletion steps and propose an inspection protocol limited to relevant items.
Legal stance (brief):
- Confidentiality: you respect it; not using or disclosing.
- Non-compete/non-solicitation: acknowledge clause but note it is void/unenforceable or overbroad as applied; you will not misuse confidential info.
- IP: clarify ownership of your independent works.
Proposed undertakings (without admission)—examples below.
Requests: specific description of alleged confidential items, clients, or posts; copies of documents they rely on; reasonable reply timeline.
Reservation of rights: to seek remedies for interference or baseless threats.
Signature (you or counsel).

Sample language (short form you can adapt)

Subject: Response to Cease-and-Desist dated [date] Dear [Counsel/Company], I acknowledge receipt of your letter. I am committed to resolving this professionally. Confidential information. I have not used or disclosed your confidential information. If any company material remained on my personal devices due to automated sync, I have isolated it and will arrange secure return and certified deletion. Please identify the specific filenames/locations you believe I hold so we can verify. Non-compete / non-solicitation. I respectfully do not agree that the restrictions you cite are enforceable as written. Without prejudice and without admission, I confirm that I will not use your confidential information and will refrain from targeted solicitation of [named house accounts I directly handled] for [X] months. Intellectual property. I retain ownership of my independent works created outside my employment and without use of your confidential information. If you believe otherwise, please specify. Kindly provide the particulars and documents supporting your claims. I reserve all rights. Sincerely, [Name]

(If you are represented, route through counsel.)

Smart undertakings that often settle matters (without admitting liability)

Return & deletion: return all identified items; run a forensic-sound deletion on personal devices limited to company data; provide a certificate of deletion.
No-use/no-disclosure of identified confidential materials.
Narrow non-solicit of named clients you personally handled for 6–12 months; passive acceptance carve-out (you may accept unsolicited business).
Employee non-poach for 6–12 months (but still lawful to receive unsolicited applications).
Firewall at new employer (no access to repository X; no role in account Y).
Mutual non-disparagement and mutual release (if separation issues linger).

What not to do

Don’t destroy or alter files after receiving a C&D (spoliation risk).
Don’t keep logging in to old accounts (may constitute unauthorized access).
Don’t copy/paste code, proposals, or client lists “to be safe”. That’s the opposite.
Don’t sign broad, perpetual restraints or blanket admissions just to end the noise.
Don’t ignore a credible threat of injunction (TROs can be obtained quickly at the RTC).

Where/How they might sue (and your counters)

RTC civil action for injunction/damages (confidentiality, non-compete, IP).
- Defense themes: overbreadth/invalid restraint; lack of protectable interest; public domain info; independent development; no imminent harm; hardship vs. public policy to work.
NLRC is for labor-money claims; it won’t usually enforce non-competes or issue injunctions on IP.
Criminal angles (libel/cyber-libel, computer misuse) are separate; de-risk by removing questionable posts and ceasing any system access.
IPO-Phil (IP Office) for certain IP disputes/mediation routes.

If they seek a TRO/Preliminary Injunction: they must show a clear and unmistakable right and urgent necessity. Courts dislike restraints that prevent lawful work unless tightly linked to specific confidential assets.

Evidence pack you should assemble (now)

Signed contracts/policies (NDA, IP assignment, non-compete, handbook).
Separation/exit documents (clearance, turn-over list).
Device inventory and access logs (when you returned hardware; what accounts remained signed-in).
Client communications showing who contacted whom.
Proof of independent development (timestamps, Git history, notebooks).
Copies of posts/statements at issue; take screenshots and consider taking down pending review.

Special edge cases

BYOD / cloud sync (Google Drive, Dropbox, iCloud): it’s common to have residual cache copies. Offer a scoped deletion supervised by neutral IT.
Sales roles: names of clients you handled are often known publicly. Distinguish public contact info vs. confidential pricing/margins.
Inventions post-employment: if derived from employer confidential info or conceived within a contractual assignment window, expect a tussle—paper your independent timeline.
Employer writes to your new employer: you can request they route through counsel, limit statements to factual claims, and stop interference with your employment; keep your tone calm but firm.
Separation pay agreements: check if benefits were conditioned on certain promises; breaching them may risk forfeiture—negotiate a cure.

Quick templates

A. Extension request (same day):

Dear [Name], I acknowledge receipt of your letter dated [date]. I’m reviewing the matters raised and will respond substantively. May I request an extension to [date], without prejudice and with all rights reserved?

B. Certificate of return/deletion (short form):

I certify that as of [date], I have returned the following items [list] and permanently deleted Company confidential information from my personal devices/cloud accounts identified in the attached log, retaining no copies.

When to lawyer up (red flags)

The letter threatens an imminent TRO, or sets an extremely short deadline (48–72 hours).
The dispute involves source code, models, core IP, or high-value accounts.
You’re asked to sign a broad release or multi-year non-compete.
There are criminal threats (libel/computer misuse) or the company already contacted your new employer.

Practical outcomes (what usually happens)

De-escalation with a targeted undertaking and certified deletion/return.
Negotiated non-solicit window for named house accounts; you keep the rest.
No-admission settlement with mutual non-disparagement.
If they sue: many cases pivot on whether they can identify actual confidential items and imminent misuse. Narrow your exposure early.

Bottom line

Treat a former employer’s C&D as a controlled process problem: preserve evidence, isolate data, map your contracts, and respond calmly with facts. In the Philippines, NDAs are enforceable, non-competes face strict reasonableness limits, and non-solicitation is viable when narrow. Offer practical cures (return/deletion; no-use commitments), resist overbroad restraints, and document everything. When stakes are high, involve counsel early and steer toward a no-admission, narrowly tailored resolution that lets you keep working lawfully.