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The Migl Law Firm Blog

The Importance of a Non-Disclosure Agreement

You’re all excited. You finally found someone you want to be your business partner. You want to go all in – but wait! You are going to tell this person some confidential information, information that could tank your business if he or she ran off with your genius business idea. What do you do?

This is where a non-disclosure agreement comes in.

1. What is a Non-Disclosure Agreement?

A non-disclosure agreement is an agreement between two or more parties that outlines the type of information to be shared, how it can be shared, and who it can be shared with. Most notably, it restricts the recipient of certain types of information or data from taking the information for his or her own use and benefit.

2. Why would I want a Non-Disclosure Agreement?

The better question would be, "Why would you NOT want a non-disclosure agreement?"

A non-disclosure agreement can provide protection in the following areas:

  • Control over what is defined as Confidential Information
  • Control over the timing of the release of Confidential Information (if any)
  • Control over who receives confidential information
  • Control over whether the recipient can compete with you (Non-competition)
  • Control over whether the recipient can solicit your key employees (Non-solicitation)
  • Liability against security breaches, either directly or indirectly
  • Control over public disclosures and announcements
  • Control over venue and jurisdiction in the event of a dispute regarding the sharing of Confidential Information

3. What are the Different Types of Non-Disclosure Agreements?

At a high level, there are mutual (bilateral) non-disclosure agreements, and there are unilateral non-disclosure agreements. This is highly dependent on the negotiation between the parties and who is sharing the information. In most instances, there is data going in multiple directions, so a mutual non-disclosure agreement would be considered more comprehensive.

Even if there is not a stand-alone non-disclosure agreement, non-disclosure and other types of confidentiality clauses can be inserted directly into contracts. Ideally, a business would have both a stand-alone non-disclosure agreement, and then follow through with certain provisions in the contract between the parties.

In summary, a non-disclosure agreement is more than it appears on the surface. A pro-active business owner or manager will ensure that one is in place before talking to a third-party, and in doing so, will reap the most benefits and protections of a non-disclosure agreement by jumping ahead of the conversation.

The Migl Law Firm PLLC Sponsors the Fort Bend Young Lawyers’ Annual Pro Bono Event

The Fort Bend Young Lawyers Association provided more than $50,000 in free legal services in the month of July in connection with the Wills for Heroes Foundation and Behind the Badge Charities.

Wills for Heroes programs provide essential legal documents free of charge to our nation’s first responders, including wills, living wills, and powers of attorney. By helping first responders plan now, they ensure their family's legal affairs are in order before a tragedy hits. The 501(c)(3) charitable non-profit Wills for Heroes Foundation supports these Wills programs, giving back to the community and "protecting those who protect us."

The mission of Behind The Badge Charities, Inc. is to provide support and assistance to all public safety professionals working in Fort Bend County. This includes, peace officers, fire fighters, local correction officers, emergency medical technicians, probation officers, and 9-1-1 emergency communications professionals serving with local governmental or volunteer emergency services organizations within Fort Bend County.

The Migl Law Firm PLLC provided food and drink for the Fort Bend Young Lawyer Association’s annual CLE in preparation for the annual pro bono event, held each summer.

Immigration Compliance and the Hiring Process

Under the Immigration and Nationality Act (INA), the Immigration Reform and Control Act of 1986 (IRCA), the Immigration Act of 1990 and the Illegal Immigration Reform and Immigrant Responsibility Act (IIRIRA) of 1996, employers have the responsibilities relating to immigration law in the hiring process. Employers Must Do the Following to Maintain Compliance:

  • Verify the identity and employment authorization of each person hired after Nov. 6, 1986. For employment in the Commonwealth of the Mariana Islands (CNMI), this verification requirement applies to persons hired after Nov. 27, 2009.
  • Complete and retain Form I-9, Employment Eligibility Verification, for each employee who is required to complete the form.

Employers Must Not Do the Following, Otherwise Civil or Criminal Penalties May Apply:

  • Discriminate against individuals because of national origin, citizenship, or immigration status.
  • Request more/different documents than are required to verify employment eligibility, reject reasonably genuine-looking documents, or specify certain documents over others.
  • Retaliate against or intimidate individuals because they file charges with the Department of Justice’s Immigrant and Employee Rights Section (IER), cooperate with an IER investigation; contest action that may constitute unfair documentary practices or discrimination based on citizenship or immigration status, or national origin, or assert their rights under the INA's anti-discrimination provision.
  • Hire, recruit for a fee, or refer for a fee unauthorized aliens they know to be unauthorized to work in the United States.

Hiring Rules to Live By

The number one important thing to know is that the U.S. Equal Employment Opportunity Commission (known as the “EEOC”) is very strict when it comes to protecting job candidates and employees from discrimination in the workplace.

As an employer, it is best to avoid interview questions about age, disability, genetic information, race or ethnicity, gender identity or sexual orientation, national origin, religion, marital status, having children, pregnancy, or planning to start a family. Again, questions that can appear discriminatory include questions that relate to the following:

  • where a candidate lives
  • their age
  • their arrest record
  • national origin
  • credit history
  • family status
  • financial status
  • marital status
  • pregnancy
  • race or color
  • religion
  • gender
  • sexual orientation

Here are some good rules of thumb to avoid the appearance of discrimination:

  • Stay away from any question or topic that isn’t related directly to the job.
  • Resist the temptation to talk about personal matters
  • Don’t ask about anything you can learn from another source.
  • Discuss what traits and skills are needed for the role.

Accordingly, here are some example questions to avoid:

  1. 1. "What Part of the City Do You Live in?"
  2. 2. "What Class Were You?"
  3. 3. "When Was The Last Time You Used Drugs?"
  4. 4. "Have You Ever Had a Brush With the Law?"
  5. 5. "Where Are You From?"
  6. 6. "How Many Kids Do You Have?"
  7. 7. "How Old Are You?"

Furthermore, making and using a standard set of questions which are used for each and every candidate may help you successfully avoid claims of discrimination later.

Texas’ Sales Tax Holiday is August 10 – 12

This year’s Sales Tax Holiday is August 10 - 12. Texas law exempts most clothing, footwear, school supplies and backpacks priced less than $100 from sales and use taxes, which could save shoppers about $8 on every $100 they spend.

The exemption does not apply to the first $99.99 of an otherwise eligible item that sells for more than $99.99. For example, if a customer purchases a pair of pants that costs $110, then sales tax is due on the entire $110.

The sales tax holiday exemption does not extend to rental of clothing or footwear; nor does it apply to alteration (including embroidery) or cleaning services performed on clothes and shoes. Additionally, tax is due on sales of accessories, including jewelry, handbags, purses, briefcases, luggage, umbrellas, wallets, watches and similar items.

A list of qualifying items can be found here: https://comptroller.texas.gov/taxes/publications/98-490/clothing-footwear.php

More Attorneys Needed for the Annual Wills for Heroes Drive

We need more Texas attorneys to help on or around July 28th for the Fort Bend Wills for Heroes, hosted as a partnership between the Wills for Heroes Foundation, the Behind the Badge Charities, and the Fort Bend Young Lawyers Association, a subset of the Texas Young Lawyers Association.

We have more attorneys than last year, but we have about TWICE as many requests this year for services. We don't want to turn our hardworking first responders away!

If interested in volunteering, please sign up through this link.


Class Action Waivers

In mid-2018, the U.S. Supreme Court reiterated the contractual nature of arbitration agreements that Scalia had laid the groundwork for in prior Supreme Court decisions. In Epic Systems Corp. v. Lewis, the Court emphasized that employers may include class-action waivers in arbitration agreements with employees. This was a 5-4 decision, and the Court held that class-action waivers in arbitration agreements with employees are, in fact, enforceable under the Federal Arbitration Act (known as the “FAA”), and that the National Labor Relations Act (known as the “NLRA”) prevents the enforcement of such waivers.

This resolves years of murky case law, as prior to the decision, there was a circuit split. The 2nd, 5th, and 8th Circuits permitted class-action waivers by employers, and the 6th, 7th, and 9th circuits had determined that these waivers violated employee’s rights under the NLRA. In short, the Court determined that Congress had not addressed arbitration in the NLRA, and that NLRA, as it reads, did not provide a basis for invalidating the class-action waivers built into arbitration agreements.