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2020-04-09 (Filed) Paradigm Notice and Motion To Compel Arbitration
2020-04-09 (Filed) Paradigm Notice and Motion To Compel Arbitration
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689495
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 TO THE COURT, PLAINTIFF AND HER COUNSEL OF RECORD:
2 PLEASE TAKE NOTICE THAT on July 7, 2020, at 8:30 a.m., or as soon thereafter as
3 counsel may be heard, in Department 36 of the above-captioned Court, located at 111 North Hill
4 Street, Los Angeles, CA 90012, Defendant Paradigm Talent Agency, LLC (“Paradigm”) will and
5 hereby does move this Court to compel Plaintiff to arbitrate her claims in this action pursuant to
6 the parties express written agreements to arbitrate, and to stay the case.
7 This Motion is made upon the ground that Plaintiff entered into at least two broad
8 arbitration clauses requiring her to arbitrate all the claims in her complaint under Cal. Code of
9 Civil Procedure § 1281.2, and 9 U.S.C. § 3 and 4. Additionally, under Cal. Code of Civil
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10 Procedure § 1284.1, the case must be stayed pending the hearing and decision on this Motion.
11 This Motion is based on this Notice of Motion, the attached Memorandum of Points and
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12 Authorities, and the Declarations of Craig Wagner and Suann MacIsaac, all of the pleadings, files,
13 and records in this proceeding, all other matters of which the Court may take judicial notice, and
14 any argument or evidence that may be presented to or considered by the Court prior to its ruling.
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NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 TABLE OF CONTENTS
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4 I. INTRODUCTION ..................................................................................................................6
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F. Klein Files A Vicious Complaint Against Paradigm Filled With Blatant
13 Lies. ..........................................................................................................................12
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NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 TABLE OF AUTHORITIES
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Cases
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Aanderud v. Superior Court
4 (2017) 13 Cal.App.5th 880 .......................................................................................... 14, 16, 17
5 AT&T Tech., Inc. v. Communications Workers of America
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1 Statutes
6 Other Authorities
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1 MEMORANDUM OF POINTS AND AUTHORITIES
2 I. INTRODUCTION
4 compel Plaintiff Debbee Klein (“Plaintiff” or “Klein”) to arbitrate her claims against Paradigm,
5 and to stay the case pending resolution of the motion (the “Motion”). As demonstrated herein,
8 Klein is outraged that Paradigm had the audacity to suspend the negotiations over her multi-
9 million dollar employment contract in the midst of a worldwide pandemic. Paradigm intended to
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10 resume the negotiations when business returned to normal, and/or it had some realistic sense of its
11 potential exposure. Although Paradigm hoped that Klein would remain loyal to the agency in
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12 difficult times, it understood that it was taking a risk that she would seek new employment.
13 However, Paradigm could never have anticipated that Klein would respond by filing such
14 a vicious and incendiary complaint replete with outright lies. Instead of accepting that after years
15 of continuous employment, Paradigm had to make tough, and hopefully temporary, employment
16 decisions, Klein responded with an Uzi-like complaint only notable for its mendacity. To say that
17 Klein has stabbed her former mentor, boss, and friend of 23 years, Sam Gores, in the back is an
18 understatement of epic proportions. Remarkably, Klein has the lack of self-awareness to accuse
19 Gores in the complaint of being someone who “cannot be trusted.” As now should be evident to
21 Attached hereto as Exhibit “A” is a declaration from Gores’ former, long-term assistant
23 reached out for Gores on her own after the complaint was filed—is “outraged” by Klein’s
24 “blatant lies.” She has confirmed under oath that she never had a conversation with Klein
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Klein also blatantly lied regarding her allegation in paragraph 17 of the complaint, that
26 Gores was somehow going to defraud Paradigm’s bank by deferring $500,000 of Klein’s
prospective compensation. This allegation is nonsense. Paradigm has always been fully
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transparent with its lenders. Moreover, the idea that $500,000 in Klein’s salary alone would have
28 made any meaningful difference to Paradigm’s lenders is implausible to say the least.
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1 regarding Gores’ supposed procurement of prostitutes, or his alleged misuse of company funds to
2 pay for them. She also confirmed that Gores never asked her to procure a prostitute for himself or
3 anyone else, let alone to have Paradigm pay for it. Klein’s headline seeking allegations of
4 supposedly illegal conduct are pure fabrication designed to humiliate Gores and Paradigm and
6 Despite her self-aggrandizing and delusional allegations, Klein is also not some hero
7 fighting on behalf of all workers impacted by the pandemic. Instead, Klein is a multi-millionaire
8 Hollywood Agent—who as an agent at Paradigm made millions of dollars just last year. She has
9 more than sufficient funds to weather the coronavirus pandemic in luxury—let alone to have given
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10 Paradigm a few months to resume her contract negotiations. In fact, Klein is still receiving tens of
11 thousands of dollars from Paradigm in back-end compensation. She also has brought claims that
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12 could only benefit herself. Given her obvious wealth and ability to find new employment, it is
13 shameless that Klein takes Paradigm to task in the complaint for keeping a “driver” employed
16 are not even alleged as part of a cause of action—are ironic to say the least. As Klein will recall,
17 she was accused by a male agent of sexual harassment, and reprimanded for similar behavior.
18 Klein’s often abusive and brazen treatment of agents she considered a threat was well-known at
19 Paradigm, and one of the many reasons that the company hesitated in accepting her ever growing
20 demands during her latest contract negotiations.2 Klein was not a victim of a sexist boy’s club.
21 She was a serial office bully that had to be reprimanded for her treatment of numerous employees.
23 example, according to the complaint, Gores is supposedly using this national emergency “to
24 effectuate his long-planned, ruthless job cuts.” However, at least as it relates to Klein, her
25 employment agreement admittedly expired in December 2019. If Gores wanted to terminate her,
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As recently as February 2020, Gores and Paradigm’s General Counsel spoke to Klein
28 because yet another agent left Paradigm citing Klein as the reason.
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1 he had every right to do so under California law. Certainly, Paradigm did not need to use the
2 “cloak of the panic and chaos surrounding COVID-19” to refuse to renew Klein’s multi-million
3 dollar contract. Moreover, if Gores was so anxious to get rid of Klein as alleged in the complaint,
4 then why would Paradigm have “orally agreed” to continue employing Klein for an additional two
6 Next, Klein’s non-sequitur allegations regarding United Talent Agency (“UTA”) show
7 how low Klein, and her counsel (who also represents UTA), will go. These untrue allegations
8 regarding UTA have absolutely nothing to do with Klein’s complaint. Their head-scratching
9 inclusion in the pleading demonstrates just how little Klein has to say about her own claims.
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10 Finally, the fact that Klein filed her bogus claims as part a public complaint and then
11 promptly leaked it to the media, is further proof that Klein’s complaint is simply a revenge hit
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12 piece on Paradigm and Gores.4 As discussed in detail herein, Klein repeatedly agreed in writing
13 that “all claims, disputes and controversies of any kind arising out of, relating to or in any way
14 associated with [her] employment by [Paradigm] . . . or the termination of that employment, shall
16 (“Wagner Decl.”), ¶¶ 2-3, Exs. “E,” “F.”) (Emphasis added.) Rather than adhere to her
17 agreements, Klein has made a mockery of the court system and used her complaint as a privileged
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20 The idea that during negotiations over Klein’s employment agreement Paradigm entered
into a binding oral agreement to employ Klein for an additional two years, and not to terminate her
21 without cause, is absurd. Paradigm’s Executive Vice President of Business Affairs confirmed in
writing that none of the parties’ negotiations were binding until the parties signed a written
22 contract. Klein’s own lawyers—some of the most sophisticated in Hollywood—did not object,
23 and reserved all of Klein’s rights as well. Moreover, Klein twice signed an acknowledgement of
Paradigm’s employment policies where she agreed that “unless I am a party to a separate
24 Employment Agreement signed by both myself and the EVP of Business Affairs, my employment
at Paradigm is ‘at will’ and . . . the Company may terminate my employment at any time for any
25 reason, with or without cause.” (Wagner Decl., ¶¶ 4-5 Exs. “G,” “H”.) (Emphasis added.)
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Unlike Klein, Paradigm is abiding by the terms of its arbitration clauses with Klein, and
contemporaneous with this Motion, is filing a JAMS arbitration demand seeking several million
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dollars in damages against Klein for breach of the confidentiality and non-disparagement
28 provisions in her 2015 employment agreement.
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NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 As explained herein, the Court should put an end to Klein’s blatant gamesmanship and
2 abuse of the court system, and grant Paradigm’s Motion to compel arbitration.
4 A. The Parties.
6 Angeles, New York, London, Chicago, Toronto, Monterey, Nashville, Berkeley and Austin. Prior
7 to the pandemic, Paradigm had more than 200 agents representing clients in areas such as
10 Uber agent, Sam Gores, founded Paradigm in or about 1992, and is the company’s current
11 Chairman and Chief Executive Officer. Until a few weeks ago, Debbee Klein was a long-time
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12 Paradigm agent who had worked closely with Gores for well over two decades. Klein began
15 Klein has been employed by Paradigm, and worked with Gores for approximately 23
16 years. Admittedly, she is an effective and successful agent. Last year alone, she made millions of
17 dollars from Paradigm. The problem with Klein is that she is an abusive, brazen, and repugnant
19 Without revealing specific names of private individuals, Paradigm is aware of at least four
20 agents and senior agents who left the company stating that they could no longer work with Klein.
21 Additionally, in recent years, at least four other employees have complained to Paradigm’s
22 General Counsel, Head of Human Resources, and/or Gores that Klein regularly engaged in
23 “demeaning,” “belittling,” and “abusive” conduct. One of them even went so far as to accuse
24 Klein of sexual harassment, but refused to file a formal complaint for fear of retribution by Klein.
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These aggressive clashes that Klein had with others at Paradigm also included Gores,
26 which makes Klein’s unsubstantiated allegations of “retaliation” even more laughable. Years ago,
in approximately the early 2000s, Klein threatened to sue Gores over a partnership dispute and
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engaged counsel to do so. After reaching a settlement of that dispute, Paradigm continued to
28 employ Klein for more than 15 years. This is hardly the conduct of a retaliatory employer.
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1 As recently as February 2020, Gores along with Paradigm’s General Counsel again, spoke
2 to Klein regarding her abusive conduct, advising her inter alia that an important Paradigm agent
3 had just resigned citing her as the primary cause. In fact, Klein’s growing difficulty getting along
4 with other employees was one of the many reasons Paradigm hesitated in accepting Klein’s ever
5 increasing list of demands during her recent contract negotiations. Although Klein was a
6 successful agent, she is definitely not a team player or supportive colleague, and caused multiple
7 people to leave the company. As confirmed in the declaration of Gores’ longtime executive
8 assistant (who no longer works at Paradigm), Klein “was well-known as an office bully. She
9 would often engage in very aggressive and ugly battles with various agents that she perceived as a
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10 threat.” (Declaration of Suann MacIsaac (“MacIsaac Decl.”), ¶2, Ex. “A,” ¶ 9.)
13 While employed at Paradigm, Klein agreed on multiple occasions that she would arbitrate
14 all disputes with Paradigm relating to her employment, and/or termination from employment. The
15 most recent arbitration clauses signed by Klein are contained in Paradigm’s latest employee
18 acknowledged having received and read on April 16, 2013. (Wagner Decl.,¶¶ 2, 4, Exs. “E,” “G.”)
19 That employee handbook contains a broad arbitration clause, which provides in part that—
20 The Company and its employees agree that all claims, disputes and controversies
arising out of, relating to or in any way associated with any employee’s
21 employment with the Company or the termination of that employment will be
resolved through final and binding arbitration with the sole exception of: (i)
22 claims for Workers’ Compensation or Unemployment Compensation Benefits; and
(ii) to the extent required by applicable law, administrative claims before federal or
23 state administrative agencies (including, without limitation, claims before the
California Department of Fair Employment and Housing, the Equal Opportunity
24 Commission and any claims brought pursuant to the National Labor Relations Act).
(Id., ¶ 2, Ex. “E.”) (Emphasis added.)
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This broad arbitration provision also expressly states that “Paradigm and its employees
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further agree to arbitrate all such disputes and controversies according to the applicable
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Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association
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1 (available at http://www.adr.org.)” (Id.)
2 Similarly, in January 2015, Klein entered into her last written employment agreement (the
3 “Employment Agreement”) with Paradigm for a 5-year term. (Wagner Decl., ¶ 3, Ex. “F.”)
4 Paragraph 13 of the Employment Agreement contains a broad arbitration clause, which provides in
6 Company and Employee agree that all claims, disputes and controversies of any
kind arising out of, relating to or in any way associated with Employee’s
7 employment by Company (including Company’s affiliates, successors,
predecessors, contractors, employees and agents) or the termination of that
8 employment, shall be submitted to a confidential, final and binding arbitration
pursuant to the terms of this Agreement with the sole exception of: (i) claims for
9 workers’ compensation, disability benefits or unemployment compensation
benefits; (ii) administrative claims before the United States Equal Employment
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procedure; and (iv) petitions to a court of competent jurisdiction upon the showing
SANTA MONICA, CALIFORNIA 90401
12 of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets, or confidential information, or
13 where such temporary equitable relief would be otherwise authorized by law. (Id., ¶
13(a).) (Emphasis added.)
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15 This broad arbitration clause also states that the arbitration proceeding will be conducted in
16 according with “the JAMS Employment Arbitration Rules and Procedures, which can be reviewed
20 In addition to the above, Klein also acknowledged on at least two occasions that she
21 understood that her employment at Paradigm was “at will” unless she had a signed written
22 employment agreement to the contrary. (Wagner, ¶¶ 4-5, Exs. “G,” “H.”) For example, in the 2013
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1 Similarly, and in connection with an earlier employee handbook, Klein had affirmed her
5 Beginning months ago, Paradigm began negotiating a further employment agreement with
6 Klein. Although the term of Klein’s Employment Agreement expired on December 31, 2019, she
7 remained employed at Paradigm, and the negotiations over her renewed agreement continued.
8 Notably, in the various communications between counsel, Paradigm’s Executive Vice President of
9 Business Affairs unequivocally confirmed that none of the discussed terms would be binding until
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10 a written agreement was fully executed. Klein’s own lawyers—did not object, and reserved all of
11 Klein’s rights as well. No new written employment agreement had been agreed to, finalized,
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13 On or about March 12, 2020, Paradigm’s Executive Vice President of Business Affairs,
14 had an in-person discussion with Klein where he explained that given the massive interruption that
15 the coronavirus was having on Paradigm’s operations, Paradigm was not in a position to enter into
16 new employment agreements for the foreseeable future. He further explained that Paradigm would
17 renew its discussions with Klein after business returned to normal, and/or the company had a
18 greater sense of its potential exposure. The next day, Paradigm’s EVP of Business Affairs
20 F. Klein Files A Vicious Complaint Against Paradigm Filled With Blatant Lies.
21 Needless to say, Klein did not take the news that Paradigm was temporarily suspending her
22 contract negotiations due to the pandemic well. On or about April 1, 2020, Klein filed the
23 complaint in this action against Paradigm, stating five causes of action for—(1) breach of oral
24 contract; (2) failure to pay wages due and owing and for waiting time penalties under Labor Code
25 § 203; (3) accounting; (4) breach of implied covenant of good faith and fair dealing; and (5)
27 As referenced above, the complaint is replete with knowingly false statements designed to
28 humiliate and punish Gores. Most notably, paragraph 16 of the complaint, alleges that Klein
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1 supposedly had a conversation with Gores’ “longtime executive assistant,” who was terminated
2 from Paradigm “in the first two months of 2020.” (Complaint, ¶ 16.) In that conversation, the
3 assistant supposedly revealed to Klein that Gores had “forced [her] to hire prostitutes to service
4 him and others, and that Mr. Gores had directed his executive assistant to pay for these prostitutes
5 through Paradigm’s bank account.” (Id.) Klein then further alleges that she supposedly confronted
6 Gores about this conduct, and told him that she “would have to report such violations to law
8 However, the attached declaration of Gores’ longtime executive assistant confirms that this
9 alleged conversation never took place. After the complaint was filed, this former Paradigm
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10 employee reached out to Gores because she “wanted to help set the record straight regarding this
11 fabricated conversation between [her] and Klein, which had never taken place.” (MacIsaac Decl.,
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12 Ex. “A,” ¶ 8.) She confirmed that she is “outraged” by Klein’s “blatant lies.” She also stated
13 under oath that she “never” had a conversation with Klein regarding Gores’ supposed
14 procurement of prostitutes, or his alleged misuse of company funds to pay for them. (Id., ¶ 7.) She
15 also confirmed that Gores “never asked [her] to procure a prostitute for himself or anyone else,”
16 let alone to have Paradigm pay for it. (Id.) Klein’s outrageous accusations in paragraph 16 of the
21 established law, the parties agreed that any issues regarding arbitrability would be decided in the
22 first instance by an arbitrator. As explained below, this clear and unmistakable agreement must be
23 enforced. Additionally, even if the Court were to decide the issue of arbitrability (which is should
24 not), it is manifestly clear that the parties agreed to arbitrate Klein’s claims.
27 Under the Federal Arbitration Act (“FAA”), which applies here, “arbitration is a matter of
28 contract, and courts must enforce arbitration contracts according to their terms.” Henry Schein,
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1 Inc. v. Archer & White Sales, Inc. (2019) 139 S.Ct. 524, 529. As the Court is likely aware, “parties
2 may agree to have an arbitrator decide not only the merits of a particular dispute but also
4 controversy.” Id. “Just as the arbitrability of the merits of the dispute depends on whether the
5 parties agreed to arbitrate that dispute, so the question who has the primary power to decide
6 arbitrability turns upon what the parties agreed about that matter.” Aanderud v. Superior Court
8 Even where the FAA applies to a motion to compel arbitration, the “examination of who
9 has the primary power to determine arbitrability is conducted, at least initially through the prism
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10 of state law.” Id. at 892. Although there is a presumption that courts decide preliminary issues
11 regarding arbitrability, this presumption is overcome where the parties “clear[ly] and
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12 unmistakabl[y]” agreed otherwise. Id. Numerous California courts have held that an “arbitration
13 provision’s reference to, or incorporation of, arbitration rules that give the arbitrator the power or
14 responsibility to decide issues of arbitrability may constitute clear and unmistakable evidence the
15 parties intended the arbitrator to decide those issues.” Id.; see also Rodrigues v. American Tech.,
16 Inc. (2006) 136 Cal.App.4th 1110, 1123 (finding that parties’ clearly and unmistakably agreed to
17 have arbitrator decide arbitrability issues by incorporating AAA Commercial Arbitration Rules);
18 Dream Theater, Inc. v. Dream Theatre (2004) 124 Cal.App.4th 547, 557 (finding that parties’
19 agreement to arbitrate disputes under the AAA Commercial Arbitration Rules was clearly and
20 unmistakable evidence that the arbitrator would decide arbitrability questions); Brennan v. Opus
24 Both the arbitration agreements at issue in this Motion expressly incorporate arbitration
25 rules that provide that an arbitrator has the power and responsibility to decide initial questions
26 concerning arbitrability. The arbitration provision in the 2013 employee handbook, which Klein
27 signed, specifically states that “Paradigm and its employees further agree to arbitrate all such
28 disputes and controversies according to the applicable Employment Arbitration Rules and
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1 Mediation Procedures of the American Arbitration Association (available at http://www.adr.org).”
2 (Wagner Decl., ¶ 2, Ex. “E.”) The applicable AAA Employment Arbitration Rules in effect in
3 April 2013—when Klein signed an acknowledgement of having received and read the handbook—
4 specifically states that “[t]he arbitrator shall have the power to rule on his or her own jurisdiction,
5 including any objections with respect to the existence, scope or validity of the arbitration
6 agreement.” (MacIsaac Decl., ¶¶ 3-4, Exs. “B,” “C,” ¶ 6(a).) As explained above, California
7 Courts have repeatedly held that the parties’ agreement to arbitrate disputes under AAA rules
8 constitutes clear and unmistakable evidence that the parties agreed to delegate arbitrability issues
10 Similarly, the Employment Agreement that Klein signed in 2015 expressly states that the
11 arbitration “will be conducted in accordance with . . . the JAMS Employment Arbitration Rules
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13 arbitration/.” (Wagner Decl., ¶ 3, Ex. “F.”) The JAMS Employment Arbitration Rules that were in
15 “[j]urisdictional and arbitrability disputes, including disputes over the formation, existence,
16 validity, interpretation or scope of the agreement under which Arbitration is sought . . . shall be
17 submitted to and ruled on by the Arbitrator. Unless the relevant law requires otherwise, the
18 Arbitrator has the authority to determine jurisdiction and arbitrability issues as a preliminary
19 matter.” (MacIsaac Decl., ¶ 5, Ex. “D,” Rule 11(b).) The Court of Appeal has held that under
20 “JAMS Rules, the arbitrator, not a court, determines what issues are arbitrable.” Greenspan v.
21 LADT, LLC (2010) 185 Cal.App.4th 1413, 1435 (affirming confirmation of arbitral award because
22 “JAMS Rule 11 authorized the arbitrator to make the final decision regarding what issues were
23 arbitrable.)7
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The text from the AAA Commercial Arbitration Rules that the Court relied on in Dream
25 Theater is identical to the AAA rule in the version of the AAA Employment Arbitration Rules
incorporated by the parties in this case. It provides that “the arbitrator ‘shall have the power to rule
26 on his or her own jurisdiction, including any objections with respect to the existence, scope or
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1 Under the above cited law, the parties twice clearly and unmistakably agreed that an
3 arbitration rules into their agreements which give that power to the arbitrator. Under Supreme
4 Court precedent, “if a valid agreement exists, and if the agreement delegates the arbitrability issue
5 to an arbitrator, a court may not decide the arbitrability issue.” Henry Schein, 139 S.Ct.at 530.
6 Accordingly, the Court must grant the Motion and compel Klein to submit her claims in the first
8 However, as discussed below, even if the Court decides the question of arbitrability itself
9 (which it should not), it is absolutely clear that Klein’s claims must be sent to binding arbitration.
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12 “California has a strong public policy in favor of arbitration and any doubts regarding the
14 (internal citations omitted); see also Ericksen, Arbuthnot, McCarthy, Kearney & Walsh, Inc. v.
15 100 Oak St. (1983) 35 Cal.3d 312, 322 (recognizing that California has a “strong public policy in
16 favor of arbitration as a speedy and relatively inexpensive means of dispute resolution.”) “It is the
17 party opposing arbitration who bears the burden to show the arbitration provision cannot be
20 California that it has been codified by the Legislature. See Cal. Code of Civ. Pro. § 1281.2. Absent
21 limited exceptions not applicable here, California Code of Civil Procedure § 1281.2 mandates that
22 “the court shall order the petitioner and the respondent to arbitrate the controversy if it determines
23
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The text of Rule 11 under the version of those rules analyzed in Greenspan is nearly identical to
25 Rule 11 in the JAMS Employment Arbitration Rules incorporated by the parties here. Rule 11
reads: “Jurisdictional and arbitrability disputes, including disputes over the existence, validity,
26 interpretation or scope of the agreement under which Arbitration is sought, and who are proper
Parties to the Arbitration, shall be submitted to and ruled on by the Arbitrator. The Arbitrator has
27
the authority to determine jurisdiction and arbitrability issues as a preliminary matter.” Greenspan,
28 185 Cal.App.4th at 1440–41.
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1 that an agreement to arbitrate the controversy exists.” (Id.) (Emphasis added.) “[A]n arbitration
2 agreement is governed by contract law and is construed like other contracts to give effect to the
3 intention of the parties.” Aanderud, 13 Cal.App.5th at 890; see also Maggio v. Winward Capital
4 Mgt. Co. (2000) 80 Cal.App.4th 1210, 1214-15 (stating that the ordinary rules of contract
6 Because of the strong public policy favoring arbitration, “doubts concerning the scope of
7 arbitrable issues are to be resolved in favor of arbitration.” Ericksen, 35 Cal. 3d at 323. “A court
8 should not deny a request to arbitrate an issue unless it may be said with positive assurance that
9 the arbitration clause is not susceptible of an interpretation that covers the asserted dispute.”
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10 Drews Distributing, Inc. v. Silicon Gaming., Inc. (4th Cir. 2001) 245 F.3d 347, 349-50 (internal
12 applicable” as here, where the arbitration clause in question was drafted in a broad manner. AT&T
13 Tech., Inc. v. Communications Workers of America, (1986) 475 U.S. 643, 650 (emphasis added.);
14 see also Cape Flattery Ltd. v. Titan Maritime, LLC, (9th Cir. 2011) 647 F.3d 914, 922 (“When
15 parties intend to include a broad arbitration provision, they provide for arbitration ‘arising out of
17 It is a well-settled under California law that arbitration clauses are enforceable in the
18 employment agreements. See Giuliano v. Inland Empire Personnel, Inc. (2007) 149 Cal.App.4th
19 1276, 1289 (“It is well established that the right to a jury trial and judicial forum can be waived in
21 an employee handbook, she or he is bound by its contents. And this includes an agreement
22 to arbitrate contained within the employee handbook.” Harris v. TAP Worldwide, LLC (2016) 248
23 Cal. App. 4th 373, 385 (collecting cases). An employee’s agreement to an arbitration clause in an
24 employee handbook may be express, or, in the absence of a signed acknowledgment of receipt,
25 implied. Id. at 383-85; see also Diaz v. Sohnen Enterprises (2019) 34 Cal. App. 5th 126, 130.
26 Under the above law, and as explained in detail below, there is no question that all of
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1 2. Klein’s Claims Clearly Fall Within The Very Broad Arbitration
3 Here, Klein expressly agreed to arbitrate all of the claims contained in her complaint. As
4 discussed supra, in or about 2013, Paradigm issued a revised employee handbook, which Klein
5 acknowledged having received and read on April 16, 2013. (Wagner Decl.,¶¶ 2, 4 Exs. “E,” “G”.)
6 That employee handbook contains a broad arbitration clause, which provides in relevant part
7 that—
8 The Company and its employees agree that all claims, disputes and controversies
arising out of, relating to or in any way associated with any employee’s
9 employment with the Company or the termination of that employment will be
resolved through final and binding arbitration with the sole exception of: (i)
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12 Commission and any claims brought pursuant to the National Labor Relations Act).
(Id., ¶ 2, Ex. “E.”) (Emphasis added.)
13
14 Klein confirmed this agreement when she signed the Acknowledgment of Receipt for the
15 employee handbook, expressly stating “I understand and agree that any claims related to or arising
16 out of my employment with PARADIGM are subject to arbitration pursuant to the Arbitration of
17 Disputes Section contained in this Handbook. “(Id., ¶ 4, Ex. “G.”) (Emphasis added.)
18 Similarly, in January 2015, Klein entered into her last written Employment Agreement
19 with Paradigm for a 5-year term. (Id., ¶ 3, Ex. “F.”) Paragraph 13 of the Employment Agreement
21 Company and Employee agree that all claims, disputes and controversies of any
kind arising out of, relating to or in any way associated with Employee’s
22 employment by Company (including Company’s affiliates, successors,
predecessors, contractors, employees and agents) or the termination of that
23 employment, shall be submitted to a confidential, final and binding arbitration
pursuant to the terms of this Agreement with the sole exception of: (i) claims for
24 workers’ compensation, disability benefits or unemployment compensation
benefits; (ii) administrative claims before the United States Equal Employment
25 Opportunity Commission or the Department of Fair Employment and Housing; (iii)
claims based on pension or welfare plan or collective bargaining agreement, the
26 terms of which may contain arbitration or other non-judicial dispute resolution
procedure; and (iv) petitions to a court of competent jurisdiction upon the showing
27 of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets, or confidential information, or
28 where such temporary equitable relief would be otherwise authorized by law. (Id., ¶
689495 18
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 13(a).) (Emphasis added.)
2 Even the most cursory examination of the complaint establishes that all of Klein’s claims
3 are subject to the above broad arbitration clauses. The first cause of action in the complaint is for
4 breach of oral contract and alleges that Paradigm breached its oral agreement with Klein to
5 employ her for an additional two years by failing to pay her an amount in excess of $1.8 million.
6 (Complaint, ¶¶ 11-15, 19-24.) Klein’s second cause of action is for failure to timely pay wages
7 under the above oral agreement. (Id., ¶¶ 25-27.) Klein’s third cause of action for an accounting
8 relates to sums allegedly owed Plaintiff “in connection with package fees for certain television and
9 digital-screening series” under the alleged oral agreement. (Id., ¶¶ 28-32.) Klein’s fourth cause of
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
10 action is for breach of the implied covenant of good faith and fair dealing, which she claims was
11 breached when Paradigm failed to pay amounts that were supposedly owed under the alleged oral
808 WILSHIRE BOULEVARD, 3RD FLOOR
12 agreement. (Id., ¶¶ 33-36.) Finally, Klein’s fifth cause of action is for “retaliation in violation of
13 Labor Code § 1102.5,” and alleges that Paradigm fired Klein for reporting certain supposedly
15 All of these claims undisputedly are “arising out of, relating to or in any way associated
16 with [Klein’s] employment with [Paradigm] or the termination of that employment.” None of the
17 claims fall within the limited exceptions contained in the clauses. As such, under the above-cited
20 California Code of Civil Procedure § 1281.4 provides that if a party moves to compel
21 arbitration “the court in which such action or proceeding is pending shall, upon motion of a party
22 to such action or proceeding stay the action or proceeding until the application for an order to
24 requires that the trial court stay an action pending before it while an application to arbitrate the
25 subject matter of the action is pending in a court of competent jurisdiction.” Twentieth Century
26 Fox Film Corp. v. Superior Court (2000) 79 Cal.App.4th 188, 192. Accordingly, because Paradigm
27 has moved to compel arbitration, the Court must stay the case pending resolution of the Motion.
28
689495 19
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 IV. CONCLUSION
2 For all of the foregoing reasons, and all of the reasons articulated in the attached
3 declarations of Craig Wagner and Suann MacIsaac, Paradigm respectfully requests that the Court
4 grant the Motion, compel Klein to arbitrate her claims and stay this case pending arbitration.
10 Suann C. MacIsaac
Attorneys for Defendant Paradigm Talent
11 Agency, LLC
808 WILSHIRE BOULEVARD, 3RD FLOOR
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689495 20
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 DECLARATION OF SUANN C. MACISAAC
4 Kinsella Weitzman Iser Kump & Aldisert LLP, attorneys of record for Defendant Paradigm Talent
5 Agency, LLC (“Paradigm”). I submit this declaration in support of Paradigm’s motion (“the
6 Motion”) to compel arbitration, and stay the action. If called as a witness, I could and would
7 competently testify to all the facts within my personal knowledge except where stated upon
9 2. Attached hereto as Exhibit “A” is a true and correct copy of a declaration that has
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
10 been signed by Sam Gores’ longtime executive assistant, who was terminated from Paradigm in
11 2020. I have redacted the name of the former employee, and obscured her signature, so as to
808 WILSHIRE BOULEVARD, 3RD FLOOR
12 protect her privacy. However, the declaration was fully executed, and I will bring a copy of the
13 declaration to the hearing on the Motion in the event the Court would like to review it.
14 3. Attached hereto as Exhibit “B” is a true and correct copy of the AAA Employment
15 Arbitration Rules and Mediation procedures dated June 1, 2009. These are the AAA Rules in
16 effect as of April 16, 2013, when Plaintiff Debbee Klein (“Klein” or “Plaintiff”) signed an
17 acknowledgement of having received and read Paradigm’s 2013 employee handbook. Rule 6(a) of
18 these AAA rules provides that “[t]he arbitrator shall have the power to rule on his or her own
19 jurisdiction, including any objections with respect to the existence, scope or validity of the
20 arbitration agreement.” I was able to find and download these rules from the AAA website, and
22 4. Attached hereto as Exhibit “C” is a true and correct copy of the AAA Employment
23 Arbitration Rules in effect as of May 2013. Rule 6(a) of these AAA rules is the same as Rule 6(a)
24 in the earlier version of the Rules cited above. I was able to find and download these rules from
25 the AAA website, and did so in conjunction with the filing of this declaration.
26 5. Attached hereto Exhibit “D” is a true and correct copy of the JAMS Employment
27 Arbitration Rules dated July 1, 2014, and in effect as of January 1, 2015—the effective date of
28 Klein’s 2015 written employment agreement referenced in the Motion. Rule 11(b) of these JAMS
689495 21
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 Employment Arbitration Rules provides that “[j]urisdictional and arbitrability disputes, including
2 disputes over the formation, existence, validity, interpretation or scope of the agreement under
3 which Arbitration is sought . . . shall be submitted to and ruled on by the Arbitrator. Unless the
4 relevant law requires otherwise, the Arbitrator has the authority to determine jurisdiction and
5 arbitrability issues as a preliminary matter.” I was able to find and download these rules from the
6 JAMS website, and did so in conjunction with the filing of this declaration.
7 I declare under penalty of perjury under the laws of the State of California that the
10
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808 WILSHIRE BOULEVARD, 3RD FLOOR
12
13 Suann C. MacIsaac
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689495 22
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 DECLARATION OF CRAIG WAGNER
5 Talent Agency, LLC (“Paradigm”), a party in the above-entitled action. I have personal
6 knowledge of the facts set forth herein, which are known by me to be true and correct, and if
8 2. Attached hereto as Exhibit “E” is a true and correct copy of Paradigm’s employee
9 handbook which was revised and distributed to employees in 2013. As can be seen at pages 38 and
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
11 3. Attached hereto as Exhibit “F” is excerpts of a true and correct copy of Plaintiff
808 WILSHIRE BOULEVARD, 3RD FLOOR
12 Debbee Klein’s (“Klein’s”) last written employment agreement with Paradigm, dated January 1,
14 4. Attached hereto as Exhibit “G” is a true and correct copy of the Acknowledgement
15 of Receipt of Employee Handbook (the “Acknowledgement”) that Klein signed in connection with
16 Exhibit E above, dated April 16, 2013. In that Acknowledgement, Klein confirmed that she
17 “understand[s] and agree[s] that “any claims related to or arising out of my employment with
18 PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained in
19 this Handbook.”
20 5. Attached hereto as Exhibit “H” is a true and correct copy of the Acknowledgement
21 of Receipt of Employee Handbook, which Klein signed in connection with a 2010 version of
22 Paradigm’s employee handbook. Both Exhibits G and H contain language whereby Klein confirms
23 her understanding that she cannot have an oral agreement with Paradigm that changes her status as
24 an “at-will” employee.
25 / / /
26 / / /
27 / / /
28 / / /
689495 23
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
1 I declare under penalty of perjury under the lawsof the State of California that the
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689495 24
NOTICE AND MOTION OF PARADIGM TALENT AGENCY, LLC TO COMPEL ARBITRATION
EXHIBIT A
1 DECLARATION OF
2 I, , declare as follows:
4 captioned action. I have personal knowledge of the facts set forth herein, which are known by me
5 to be true and correct, and if called as a witness, I could and would competently testify thereto.
6 2. Up until January 31, 2020, I had been employed by Defendant Paradigm Talent
7 Agency, LLC (“Paradigm”) for approximately 19 years. For the vast majority of that time (close to
8 18 years) I was Sam Gores’ (“Sam’s”) executive assistant. As Sam’s executive assistant, I worked
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
9 closely with him, and got to know him well. I handled all of the typical executive assistant
10 functions for Sam, including without limitation, rolling his calls, maintaining and organizing his
11 business calendar, and arranging for complex business travel. I also on various occasions assisted
TEL 310.566.9800 • FAX 310.566.9850
808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
13 3. In my experience working with Sam, he was a fair and honest boss. He is also a
14 very committed family man, and a good person. For example, when my father was sick, Sam went
15 out of his way to fully support me in taking off the time that I needed to be with my father. In an
16 approximately 18 year-period working with Sam, I grew to have a strong professional relationship
19 Relations at Paradigm, and began reporting to the Head of Corporate Communications. At this
20 point, I no longer worked directly with Sam. In or about January 2020, I was laid off from
21 Paradigm. Although I was disappointed by my termination, I did not hold a grudge or any ill
23 5. On or about April 2 or 3, 2020, I became aware via news reports that Debbee Klein,
24 a former Paradigm agent, filed a complaint against Paradigm in Los Angeles County Superior
25 Court. I was able to download a copy of that complaint from the internet, which I read.
26 6. In paragraph 16 of the complaint, Ms. Klein states that she had a conversation with
27 Sam’s “longtime executive assistant,” who was terminated in the “first two months of 2020.” This
28 paragraph could only be referring to me. I’m not aware of any other “longtime” assistant to Sam
99910-00001/689557.1
1 who was terminated in 2020. Various former Paradigm employees have contacted me after the
2 complaint was filed, all assuming that the reference in paragraph 16 is to me.
4 blatant lies contained in that paragraph. I can recall only one telephone conversation that I had
5 with Klein after I was let go from Paradigm. During that conversation, I never told Ms. Klein that
6 Sam had engaged in any supposedly illegal activity. I also never told Ms. Klein that Sam had
7 asked me to procure prostitutes for him or anyone else, or that he used Paradigm funds to pay for
8 any prostitutes. Not only did I never have a conversation with Ms. Klein about these topics, in the
KINSELLA WEITZMAN ISER KUMP & ALDISERT LLP
9 approximately 18 years I worked with Sam at Paradigm, he never once asked me to procure a
11 8. Because I was stunned and angered by the clearly false accusations in paragraph 16
TEL 310.566.9800 • FAX 310.566.9850
808 WILSHIRE BOULEVARD, 3RD FLOOR
SANTA MONICA, CALIFORNIA 90401
12 of Klein’s complaint, I immediately reached out to Sam and told him that no such conversation
13 had ever taken place between me and Klein. To be clear, I reached out for Sam (not the other way
14 around), and advised him that I wanted to help set the record straight regarding this fabricated
15 conversation between me and Ms. Klein, which had never taken place.
16 9. While I worked at Paradigm, Ms. Klein was well-known as an office bully. She
17 would often engage in very aggressive and ugly battles with various agents that she perceived as a
18 threat. I was present on a number of occasion where various Paradigm employees spoke to Sam
20 occasions, I heard Sam and others at Paradigm say that they would speak with Klein regarding her
21 conduct as it was driving a number of agents and senior agents out of the company.
22
23 I declare under penalty of perjury under the laws of the State of California that the
26
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99910-00001/689557.1 2
EXHIBIT B
Employment Arbitration Rules and Mediation PROCEDURES
Amended and Effective June 1, 2009
Table of Contents
Introduction
Role of the American Arbitration Association
Legal Basis of Employment ADR
The Fairness Issue: The Due Process Protocol
AAA’s Employment ADR Rules
AAA’s Policy on Employment ADR
Notification
Costs of Employment Arbitration
Designing an ADR Program
Alternative Dispute Resolution Options
Types of Disputes Covered
Cost of Mediation
Introduction
Federal and state laws reflecting societal intolerance for certain workplace conduct, as well as
court decisions interpreting and applying those statutes, have redefined responsible corporate
practice and employee relations. Increasingly, employers and employees face workplace disputes
involving alleged wrongful termination, sexual harassment, or discrimination based on race,
color, religion, sex, national origin, age, and disability.
As courts and administrative agencies become less accessible to civil litigants, employers and
their employees now see alternative dispute resolution ("ADR") as a way to promptly and
effectively resolve workplace disputes. ADR procedures are becoming more common in
contracts of employment, personnel manuals, and employee handbooks.
Increasingly, corporations and their employees look to the American Arbitration Association as a
resource in developing prompt and effective employment procedures for employment-related
disputes. These rules have been developed for employers and employees who wish to use a
private alternative to resolve their disputes, enabling them to have complaints heard by an
impartial person with expertise in the employment field. These procedures benefit both the
employer and the individual employee by making it possible to resolve disputes without
extensive litigation.
In addition, the AAA provides education and training, specialized publications, and research on
all forms of dispute settlement. With 30 offices worldwide and cooperative agreements with
arbitral institutions in 63 other nations, the American Arbitration Association is the nation's
largest private provider of ADR services.
For over 80 years, the American Arbitration Association has set the standards for the
development of fair and equitable dispute resolution procedures. The development of the
Employment Arbitration Rules and Mediation Procedures, and the reconstitution of a select and
diverse roster of expert neutrals to hear and resolve disputes, are the most recent initiatives of the
Association to provide private, efficient and cost-effective procedures for out-of-court settlement
of workplace disputes.
Since 1990, Congress has twice re-affirmed the important role of ADR in the area of employment
discrimination -- in the Americans with Disabilities Act in 1990, and a year later in Section 118
of the Civil Rights Act of 1991.
The United States Supreme Court has also spoken on the importance of ADR in the employment
context. In Gilmer v. Interstate/Johnson Lane, 500 U.S. 20, 111 S.Ct. 1647 (1991), the Supreme
Court refused to invalidate Gilmer's agreement with the New York Stock Exchange that he would
arbitrate disputes with his employer (Interstate/Johnson Lane) simply because he was obliged to
sign it in order to work as a securities dealer whose trades were executed on the Exchange.
Although the Gilmer Court found that the Age Discrimination in Employment Act did not
preclude arbitration of age discrimination claims, it specifically declined to decide whether
employment arbitration agreements were "contracts of employment" excluded under the Federal
Arbitration Act. The specific issue left open by Gilmer was decided 10 years later by the United
States Supreme Court in Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 121 S. Ct. 1302, 149
L. Ed. 2d 234 (2001). In Circuit City, the Supreme Court concluded that except for transportation
workers such as seamen or railroad workers, the FAA covers all contracts of employment and
that the Act may be used to compel arbitration of employment-related claims. While Circuit City
involved only state law claims, the Supreme Court had determined previously in Gilmer that
federal age discrimination claims (and presumably other federal civil rights claims) were
arbitrable under the FAA.
The Due Process Protocol for Mediation and Arbitration of Statutory Disputes Arising Out of the
Employment Relationship was developed in 1995 by a special task force composed of individuals
representing management, labor, employment, civil rights organizations, private administrative
agencies, government, and the American Arbitration Association. The Due Process Protocol,
which was endorsed by the Association in 1995, seeks to ensure fairness and equity in resolving
workplace disputes. The Due Process Protocol encourages mediation and arbitration of statutory
disputes, provided there are due process safeguards. It conveys the hope that ADR will reduce
delays caused by the huge backlog of cases pending before administrative agencies and the
courts. The Due Process Protocol "recognizes the dilemma inherent in the timing of an agreement
to mediate and/or arbitrate statutory disputes" but does not take a position on whether an
employer can require a pre-dispute, binding arbitration program as a condition of employment.
The Due Process Protocol has been endorsed by organizations representing a broad range of
constituencies. They include the American Arbitration Association, the American Bar
Association Labor and Employment Section, the American Civil Liberties Union, the Federal
Mediation and Conciliation Service, the National Academy of Arbitrators, and the National
Society of Professionals in Dispute Resolution. The National Employment Lawyers Association
has endorsed the substantive provisions of the Due Process Protocol.
It has been incorporated into the Report of the United States Secretary of Labor's Task Force in
Excellence in State and Local Government and cited with approval in numerous court opinions.
On June 1, 1996, the Association issued National Rules for the Resolution of Employment
Disputes (now known as the Employment Arbitration Rules and Mediation Procedures ). The
rules reflected the guidelines outlined in the Due Process Protocol and were based upon the
AAA's California Employment Dispute Resolution Rules, which were developed by a committee
of employment management and plaintiff attorneys, retired judges and arbitrators, in addition to
Association executives. The revised rules were developed for employers and employees who
wish to use a private alternative to resolve their disputes. The rules enabled parties to have
complaints heard by an impartial person of their joint selection, with expertise in the employment
field. Both employers and individual employees benefit by having experts resolve their disputes
without the costs and delay of litigation. The rules included procedures which ensure due process
in both the mediation and arbitration of employment disputes. After a year of use, the rules were
amended to address technical issues.
The AAA's policy on employment ADR is guided by the state of existing law, as well as its
obligation to act in an impartial manner. In following the law, and in the interest of providing an
appropriate forum for the resolution of employment disputes, the Association administers dispute
resolution programs which meet the due process standards as outlined in its Employment
Arbitration Rules and Mediation Procedures and the Due Process Protocol. If the Association
determines that a dispute resolution program on its face substantially and materially deviates
from the minimum due process standards of the Employment Arbitration Rules and Mediation
Procedures and the Due Process Protocol, the Association may decline to administer cases under
that program. Other issues will be presented to the arbitrator for determination.
Notification
These Rules contain two separate and distinct arbitration costs sections; one for disputes arising
out of employer-promulgated plans and the other for disputes arising out of individually-
negotiated employment agreements and contracts. When the arbitration is filed, the AAA makes
an initial administrative determination as to whether the dispute arises from an employer-
promulgated plan or an individually-negotiated employment agreement or contract. This
determination is made by reviewing the documentation provided to the AAA by the parties,
including, but not limited to, the demand for arbitration, the parties' arbitration program or
agreement, and any employment agreements or contracts between the parties.
When making its determination on the applicable costs of arbitration section in a given
arbitration, the AAA's review is focused on two primary issues. The first component of the
review focuses on whether the arbitration program and/or agreement between the individual
employee and the employer is one in which it appears that the employer has drafted a
standardized arbitration clause with its employees. The second aspect of the review focuses on
the ability of the parties to negotiate the terms and conditions of the parties' agreement.
If a party disagrees with the AAA's initial determination, the parties may bring the issue to the
attention of the arbitrator for a final determination.
Designing an ADR Program
The guiding principle in designing a successful employment ADR system is that it must be fair in
fact and perception. The American Arbitration Association has considerable experience in
administering and assisting in the design of employment ADR plans, which gives it an informed
perspective on how to effectively design ADR systems, as well as the problems to avoid. Its
guidance to those designing employment ADR systems is summarized as follows:
» The American Arbitration Association encourages employers to consider the wide range of
legally-available options to resolve workplace disputes outside the courtroom.
»Although the AAA administers binding arbitration systems that have been required as a
condition of initial or continued employment, such programs must be consistent with the
Association's Employment Arbitration Rules and Mediation Procedures.
Specific guidance on the responsible development and design of employment ADR systems is
contained in the Association's publication, Resolving Employment Disputes: A Practical Guide,
which is available from the AAA's website, www.adr.org.
Employees are encouraged to meet with their immediate manager or supervisor to discuss
problems arising out of the workplace environment. In some systems, the employee is free to
approach anyone in the chain of command.
Ombuds
A neutral third party (either from within or outside the company) is designated to confidentially
investigate and propose settlement of employment complaints brought by employees.
Peer Review
A panel of employees (or employees and managers) works together to resolve employment
complaints. Peer review panel members are trained in the handling of sensitive issues.
Internal Mediation
A process for resolving disputes in which a neutral third person from within the company, trained
in mediation techniques, helps the disputing parties negotiate a mutually acceptable settlement.
Mediation is a nonbinding process in which the parties discuss their disputes with an impartial
person who assists them in reaching a settlement. The mediator may suggest ways of resolving
the dispute but may not impose a settlement on the parties.
Fact-Finding
The investigation of a complaint by an impartial third person (or team) who examines the
complaint and the facts and issues a nonbinding report. Fact-finding is particularly helpful for
allegations of sexual harassment, where a fact-finding team, composed of one male and one
female neutral, investigates the allegations and presents its findings to the employer and the
employee.
Arbitration
Arbitration is generally defined as the submission of disputes to one or more impartial persons for
final and binding determination. It can be the final step in a workplace program that includes
other dispute resolution methods. There are many possibilities for designing this final step.
They include:
The parties agree in advance, on a voluntary basis, to use arbitration to resolve disputes and
they are bound by the outcome.
» Pre-Dispute, Mandatory Nonbinding Arbitration
The parties must use the arbitration process to resolve disputes, but they are not bound by the
outcome.
» Pre-Dispute, Mandatory Final and Binding Arbitration
The parties must arbitrate unresolved disputes and they are bound by the outcome.
» Post-Dispute, Voluntary Final and Binding Arbitration
The parties have the option of deciding whether to use final and binding arbitration after a
dispute arises.
Employment Arbitration
The parties shall be deemed to have made these rules a part of their arbitration agreement
whenever they have provided for arbitration by the American Arbitration Association (hereinafter
"AAA") or under its Employment Arbitration Rules and Mediation Procedures or for arbitration
by the AAA of an employment dispute without specifying particular rules*. If a party establishes
that an adverse material inconsistency exists between the arbitration agreement and these rules,
the arbitrator shall apply these rules.
If, within 30 days after the AAA's commencement of administration, a party seeks judicial
intervention with respect to a pending arbitration and provides the AAA with documentation that
judicial intervention has been sought, the AAA will suspend administration for 60 days to permit
the party to obtain a stay of arbitration from the court.These rules, and any amendment of them,
shall apply in the form in effect at the time the demand for arbitration or submission is received
by the AAA.
* The National Rules for the Resolution of Employment Disputes have been re-named the
Employment Arbitration Rules and Mediation Procedures. Any arbitration agreements providing
for arbitration under its National Rules for the Resolution of Employment Disputes shall be
administered pursuant to these Employment Arbitration Rules and Mediation Procedures.
2. Notification
An employer intending to incorporate these rules or to refer to the dispute resolution services of
the AAA in an employment ADR plan, shall, at least 30 days prior to the planned effective date
of the program:
i. notify the Association of its intention to do so and,
ii. provide the Association with a copy of the employment dispute resolution plan.
Compliance with this requirement shall not preclude an arbitrator from entertaining challenges as
provided in Section 1. If an employer does not comply with this requirement, the Association
reserves the right to decline its administrative services.
When parties agree to arbitrate under these rules, or when they provide for arbitration by the
AAA and an arbitration is initiated under these rules, they thereby authorize the AAA to
administer the arbitration. The authority and duties of the AAA are prescribed in these rules, and
may be carried out through such of the AAA's representatives as it may direct. The AAA may, in
its discretion, assign the administration of an arbitration to any of its offices.
4. Initiation of Arbitration
1. File a written notice (hereinafter "Demand") of its intention to arbitrate at any office of the AAA, within the time
limit established by the applicable statute of limitations. Any dispute over the timeliness of the demand shall be
referred to the arbitrator. The filing shall be made in duplicate, and each copy shall include the applicable
arbitration agreement. The Demand shall set forth the names, addresses, and telephone numbers of the parties; a
brief statement of the nature of the dispute; the amount in controversy, if any; the remedy sought; and requested
hearing location.
2. Simultaneously provide a copy of the Demand to the other party (hereinafter "Respondent[s]").
3. Include with its Demand the applicable filing fee, unless the parties agree to some other method of fee
advancement.
ii. The Respondent(s) may file an Answer with the AAA within 15 days after the date of the letter from the AAA
acknowledging receipt of the Demand. The Answer shall provide the Respondent's brief response to the claim and the issues
presented. The Respondent(s) shall make its filing in duplicate with the AAA, and simultaneously shall send a copy of the
Answer to the Claimant. If no answering statement is filed within the stated time, Respondent will be deemed to deny the
claim. Failure to file an answering statement shall not operate to delay the arbitration.
1. May file a counterclaim with the AAA within 15 days after the date of the letter from the AAA acknowledging
receipt of the Demand. The filing shall be made in duplicate. The counterclaim shall set forth the nature of the
claim, the amount in controversy, if any, and the remedy sought.
3. Shall include with its filing the applicable filing fee provided for by these rules.
iv. The Claimant may file an Answer to the counterclaim with the AAA within 15 days after the date of the letter from the
AAA acknowledging receipt of the counterclaim. The Answer shall provide Claimant's brief response to the counterclaim
and the issues presented. The Claimant shall make its filing in duplicate with the AAA, and simultaneously shall send a
copy of the Answer to the Respondent(s). If no answering statement is filed within the stated time, Claimant will be deemed
to deny the counterclaim. Failure to file an answering statement shall not operate to delay the arbitration.
c. The form of any filing in these rules shall not be subject to technical pleading requirements.
5. Changes of Claim
Before the appointment of the arbitrator, if either party desires to offer a new or different claim or
counterclaim, such party must do so in writing by filing a written statement with the AAA and
simultaneously provide a copy to the other party(s), who shall have 15 days from the date of such
transmittal within which to file an answer with the AAA. After the appointment of the arbitrator,
a party may offer a new or different claim or counterclaim only at the discretion of the arbitrator.
ix.
6. Jurisdiction
a. The arbitrator shall have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope
or validity of the arbitration agreement.
b. The arbitrator shall have the power to determine the existence or validity of a contract of which an arbitration clause forms a part. Such
an arbitration clause shall be treated as an agreement independent of the other terms of the contract. A decision by the arbitrator that the
contract is null and void shall not for that reason alone render invalid the arbitration clause.
c. A party must object to the jurisdiction of the arbitrator or to the arbitrability of a claim or counterclaim no later than the filing of the
answering statement to the claim or counterclaim that gives rise to the objection. The arbitrator may rule on such objections as a
preliminary matter or as part of the final award.
Before the appointment of the arbitrator, any party may request, or the AAA, in its discretion,
may schedule an administrative conference with a representative of the AAA and the parties
and/or their representatives. The purpose of the administrative conference is to organize and
expedite the arbitration, explore its administrative aspects, establish the most efficient means of
selecting an arbitrator, and to consider mediation as a dispute resolution option. There is no
administrative fee for this service.
At any time after the filing of the Demand, with the consent of the parties, the AAA will arrange
a mediation conference under its Mediation Procedures to facilitate settlement. The mediator
shall not be any arbitrator appointed to the case, except by mutual written agreement of the
parties. There is no administrative fee for initiating a mediation under AAA Mediation
Procedures for parties to a pending arbitration.
As promptly as practicable after the selection of the arbitrator(s), but not later than 60 days
thereafter, an arbitration management conference shall be held among the parties and/or their
attorneys or other representatives and the arbitrator(s). Unless the parties agree otherwise, the
Arbitration Management Conference will be conducted by telephone conference call rather than
in person. At the Arbitration Management Conference the matters to be considered shall include,
without limitation
i. the issues to be arbitrated;
ii. the date, time, place, and estimated duration of the hearing;
iii. the resolution of outstanding discovery issues and establishment of discovery parameters;
iv. the law, standards, rules of evidence, and burdens of proof that are to apply to the proceeding;
v. the exchange of stipulations and declarations regarding facts, exhibits, witnesses, and other issues;
vi. the names of witnesses (including expert witnesses), the scope of witness testimony, and witness exclusion;
vii. the value of bifurcating the arbitration into a liability phase and damages phase;
xi. any other issues relating to the subject or conduct of the arbitration;
xiv. the extent to which documentary evidence may be submitted at the hearing;
xv. the extent to which testimony may be admitted at the hearing telephonically, over the internet, by written or video-taped deposition, by
affidavit, or by any other means;
xvi. any disputes over the AAA's determination regarding whether the dispute arose from an individually-negotiated employment agreement
or contract, or from an employer-promulgated plan (see Costs of Arbitration section).
The arbitrator shall issue oral or written orders reflecting his or her decisions on the above
matters and may conduct additional conferences when the need arises.
9. Discovery
The arbitrator shall have the authority to order such discovery, by way of deposition,
interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full
and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.
The AAA does not require notice of discovery related matters and communications unless a
dispute arises. At that time, the parties should notify the AAA of the dispute so that it may be
presented to the arbitrator for determination.
10. Fixing of Locale (the city, county, state, territory, and/or country of the arbitration)
If the parties disagree as to the locale, the AAA may initially determine the place of arbitration,
subject to the power of the arbitrator(s), after their appointment to make a final determination on
the locale. All such determinations shall be made having regard for the contentions of the parties
and the circumstances of the arbitration.
11. Date, Time, and Place (the physical site of the hearing within the designated locale) of
Hearing
The arbitrator shall set the date, time, and place for each hearing. The parties shall respond to
requests for hearing dates in a timely manner, be cooperative in scheduling the earliest
practicable date, and adhere to the established hearing schedule. The AAA shall send a notice of
hearing to the parties at least 10 days in advance of the hearing date, unless otherwise agreed by
the parties.
b. Qualifications
i. Neutral arbitrators serving under these rules shall be experienced in the field of employment law.
ii. Neutral arbitrators serving under these rules shall have no personal or financial interest in the results of the proceeding in
which they are appointed and shall have no relation to the underlying dispute or to the parties or their counsel that may
create an appearance of bias.
iii. The roster of available arbitrators will be established on a non-discriminatory basis, diverse by gender, ethnicity,
background, and qualifications.
iv. The AAA may, upon request of a party within the time set to return their list or upon its own initiative, supplement the list
of proposed arbitrators in disputes arising out of individually-negotiated employment contracts with persons from the
Commercial Roster, to allow the AAA to respond to the particular need of the dispute. In multi-arbitrator disputes, at least
one of the arbitrators shall be experienced in the field of employment law.
c. If the parties have not appointed an arbitrator and have not provided any method of appointment, the arbitrator shall be appointed in the
following manner:
i. Shortly after it receives the Demand, the AAA shall send simultaneously to each party a letter containing an identical list of
names of persons chosen from the Employment Dispute Resolution Roster. The parties are encouraged to agree to an
arbitrator from the submitted list and to advise the AAA of their agreement.
ii. If the parties are unable to agree upon an arbitrator, each party to the dispute shall have 15 days from the transmittal date in
which to strike names objected to, number the remaining names in order of preference, and return the list to the AAA. If a
party does not return the list within the time specified, all persons named therein shall be deemed acceptable.
iii. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual
preference, the AAA shall invite the acceptance of an arbitrator to serve. If the parties fail to agree on any of the persons
named, or if acceptable arbitrators are unable to act, or if for any other reason the appointment cannot be made from the
submitted list, the AAA shall have the power to make the appointment from among other members of the panel without the
submission of additional lists.
b. Where the parties have agreed that each party is to name one arbitrator, the arbitrators so named must meet the standards of Section R-
16 with respect to impartiality and independence unless the parties have specifically agreed pursuant to Section R-16(a) that the party-
appointed arbitrators are to be non-neutral and need not meet those standards. The notice of appointment, with the name, address, and
contact information of the arbitrator, shall be filed with the AAA by the appointing party. Upon the request of any appointing party, the
AAA shall submit a list of members of the National Roster from which the party may, if it so desires, make the appointment.
c. If the agreement specifies a period of time within which an arbitrator shall be appointed and any party fails to make the appointment
within that period, the AAA shall make the appointment.
d. If no period of time is specified in the agreement, the AAA shall notify the party to make the appointment. If within 15 days after such
notice has been sent, an arbitrator has not been appointed by a party, the AAA shall make the appointment.
b. If no period of time is specified for appointment of the chairperson and the party-appointed arbitrators or the parties do not make the
appointment within 15 days from the date of the appointment of the last party-appointed arbitrator, the AAA may appoint the
chairperson.
c. If the parties have agreed that their party-appointed arbitrators shall appoint the chairperson from the National Roster, the AAA shall
furnish to the party-appointed arbitrators, in the manner provided in Section R-12, a list selected from the National Roster, and the
appointment of the chairperson shall be made as provided in that Section.
15. Disclosure
a. Any person appointed or to be appointed as an arbitrator shall disclose to the AAA any circumstance likely to give rise to justifiable
doubt as to the arbitrator's impartiality or independence, including any bias or any financial or personal interest in the result of the
arbitration or any past or present relationship with the parties or their representatives. Such obligation shall remain in effect throughout
the arbitration.
b. Upon receipt of such information from the arbitrator or another source, the AAA shall communicate the information to the parties and,
if it deems it appropriate to do so, to the arbitrator and others.
c. In order to encourage disclosure by arbitrators, disclosure of information pursuant to this Section R-15 is not to be construed as an
indication that the arbitrator considers that the disclosed circumstance is likely to affect impartiality or independence.
ii. inability or refusal to perform his or her duties with diligence and in good faith, and
iii. any grounds for disqualification provided by applicable law. The parties may agree in writing, however, that arbitrators
directly appointed by a party pursuant to Section R-13 shall be nonneutral, in which case such arbitrators need not be
impartial or independent and shall not be subject to disqualification for partiality or lack of independence.
b. Upon objection of a party to the continued service of an arbitrator, or on its own initiative, the AAA shall determine whether the
arbitrator should be disqualified under the grounds set out above, and shall inform the parties of its decision, which decision shall be
conclusive.
b. Section R-17(a) does not apply to arbitrators directly appointed by the parties who, pursuant to Section R-16(a), the parties have agreed
in writing are non-neutral. Where the parties have so agreed under Section R-16(a), the AAA shall as an administrative practice suggest
to the parties that they agree further that Section R-17(a) should nonetheless apply prospectively.
18. Vacancies
a. If for any reason an arbitrator is unable to perform the duties of the office, the AAA may, on proof satisfactory to it, declare the office
vacant. Vacancies shall be filled in accordance with applicable provisions of these Rules.
b. In the event of a vacancy in a panel of neutral arbitrators after the hearings have commenced, the remaining arbitrator or arbitrators may
continue with the hearing and determination of the controversy, unless the parties agree otherwise.
c. In the event of the appointment of a substitute arbitrator, the panel of arbitrators shall determine in its sole discretion whether it is
necessary to repeat all or part of any prior hearings.
19. Representation
Any party may be represented by counsel or other authorized representatives. For parties without
representation, the AAA will, upon request, provide reference to institutions which might offer
assistance. A party who intends to be represented shall notify the other party and the AAA of the
name and address of the representative at least 10 days prior to the date set for the hearing or
conference at which that person is first to appear. If a representative files a Demand or an
Answer, the obligation to give notice of representative status is deemed satisfied.
Any party desiring a stenographic record shall make arrangements directly with a stenographer
and shall notify the other parties of these arrangements at least three days in advance of the
hearing. The requesting party or parties shall pay the cost of the record. If the transcriptis agreed
by the parties, or determined by the arbitrator to be the official record of the proceeding, it must
be provided to the arbitrator and made available to the other parties for inspection, at a date, time,
and place determined by the arbitrator.
21. Interpreters
Any party wishing an interpreter shall make all arrangements directly with the interpreter and
shall assume the costs of the service.
The arbitrator shall have the authority to exclude witnesses, other than a party, from the hearing
during the testimony of any other witness. The arbitrator also shall have the authority to decide
whether any person who is not a witness may attend the hearing.
23. Confidentiality
The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to
make appropriate rulings to safeguard that confidentiality, unless the parties agree otherwise or
the law provides to the contrary.
24. Postponements
The arbitrator: (1) may postpone any hearing upon the request of a party for good cause shown;
(2) must postpone any hearing upon the mutual agreement of the parties; and (3) may postpone
any hearing on his or her own initiative.
25. Oaths
Before proceeding with the first hearing, each arbitrator shall take an oath of office. The oath
shall be provided to the parties prior to the first hearing. The arbitrator may require witnesses to
testify under oath administered by any duly qualified person and, if it is required by law or
requested by any party, shall do so.
All decisions and awards of the arbitrators must be by a majority, unless the unanimous decision
of all arbitrators is expressly required by the arbitration agreement or by law.
27. Dispositive Motions
The arbitrator may allow the filing of a dispositive motion if the arbitrator determines that the
moving party has shown substantial cause that the motion is likely to succeed and dispose of or
narrow the issues in the case.
A hearing may be opened by: (1) recording the date, time, and place of the hearing; (2) recording
the presence of the arbitrator, the parties, and their representatives, if any; and (3) receiving into
the record the Demand and the Answer, if any. The arbitrator may, at the beginning of the
hearing, ask for statements clarifying the issues involved.
The parties shall bear the same burdens of proof and burdens of producing evidence as would
apply if their claims and counterclaims had been brought in court.
Witnesses for each party shall submit to direct and cross examination.
With the exception of the rules regarding the allocation of the burdens of proof and going
forward with the evidence, the arbitrator has the authority to set the rules for the conduct of the
proceedings and shall exercise that authority to afford a full and equal opportunity to all parties to
present any evidence that the arbitrator deems material and relevant to the resolution of the
dispute. When deemed appropriate, the arbitrator may also allow for the presentation of evidence
by alternative means including web conferencing, internet communication, telephonic
conferences and means other than an in-person presentation of evidence. Such alternative means
must still afford a full and equal opportunity to all parties to present any evidence that the
arbitrator deems material and relevant to the resolution of the dispute and when involving
witnesses, provide that such witness submit to direct and cross-examination.
The arbitrator, in exercising his or her discretion, shall conduct the proceedings with a view
toward expediting the resolution of the dispute, may direct the order of proof, bifurcate
proceedings, and direct the parties to focus their presentations on issues the decision of which
could dispose of all or part of the case.
Documentary and other forms of physical evidence, when offered by either party, may be
received in evidence by the arbitrator.
The names and addresses of all witnesses and a description of the exhibits in the order received
shall be made a part of the record.
Unless the law provides to the contrary, the arbitration may proceed in the absence of any party
or representative who, after due notice, fails to be present or fails to obtain a postponement. An
award shall not be based solely on the default of a party. The arbitrator shall require the party
who is in attendance to present such evidence as the arbitrator may require for the making of the
award.
30. Evidence
The parties may offer such evidence as is relevant and material to the dispute and shall produce
such evidence as the arbitrator deems necessary to an understanding and determination of the
dispute. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party or arbitrator is absent, in default, or has waived the right to be present,
however "presence" should not be construed to mandate that the parties and arbitrators must be
physically present in the same location.
If the parties agree or the arbitrator directs that documents or other evidence may be submitted to
the arbitrator after the hearing, the documents or other evidence shall be filed with the AAA for
transmission to the arbitrator, unless the parties agree to a different method of distribution. All
parties shall be afforded an opportunity toexamine such documents or other evidence and to
lodge appropriate objections, if any.
31. Inspection
Upon the request of a party, the arbitrator may make an inspection in connection with the
arbitration. The arbitrator shall set the date and time, and the AAA shall notify the parties. In the
event that one or all parties are not present during the inspection, the arbitrator shall make an oral
or written report to the parties and afford them an opportunity to comment.
At the request of any party, the arbitrator may grant any remedy or relief that would have been
available to the parties had the matter been heard in court, as stated in Rule 39(d), Award.
A request for interim measures addressed by a party to a judicial authority shall not be deemed
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
The arbitrator shall specifically inquire of all parties whether they have any further proofs to offer
or witnesses to be heard. Upon receiving negative replies or if satisfied that the record is
complete, the arbitrator shall declare the hearing closed.
If briefs are to be filed, the hearing shall be declared closed as of the final date set by the
arbitrator for the receipt of briefs. If documents are to be filed as provided in Rule 30 and the date
set for their receipt is later than that set for the receipt of briefs, the later date shall be the date of b.
closing the hearing. The time limit within which the arbitrator is required to make the award shall
commence to run, in the absence of other agreements by the parties, upon closing of the hearing.
The hearing may be reopened by the arbitrator upon the arbitrator's initiative, or upon application
of a party for good cause shown, at any time before the award is made. If reopening the hearing
would prevent the making of the award within
the specific time agreed on by the parties in the contract(s) out of which the controversy has
arisen, the matter may not be reopened unless the parties agree on an extension of time. When no
specific date is fixed in the contract, the arbitrator may reopen the hearing and shall have 30 days
from the closing of the reopened hearing within which to make an award.
The parties may provide, by written agreement, for the waiver of oral hearings. If the parties are
unable to agree as to the procedure, upon the appointment of the arbitrator, the arbitrator shall
specify a fair and equitable procedure.
Any party who proceeds with the arbitration after knowledge that any provision or requirement of
these rules has not been complied with, and who fails to state objections thereto in writing or in a
transcribed record, shall be deemed to have waived the right to object.
The parties may modify any period of time by mutual agreement. The AAA or the arbitrator may
for good cause extend any period of time established by these Rules, except the time for making
the award. The AAA shall notify the parties of any extension.
b. The AAA, the arbitrator, and the parties may also use overnight delivery or electronic facsimile transmission (fax), to give the notices
required by these rules. Where all parties and the arbitrator agree, notices may be transmitted by electronic mail (e-mail), or other
methods of communication.
c. Unless otherwise instructed by the AAA or by the arbitrator, any documents submitted by any party to the AAA or to the arbitrator
shall simultaneously be provided to the other party or parties to the arbitration.
c. The award shall be in writing and shall be signed by a majority of the arbitrators and shall provide the written reasons for the award
unless the parties agree otherwise. It shall be executed in the manner required by law.
d. The arbitrator may grant any remedy or relief that would have been available to the parties had the matter been heard in court including
awards of attorney's fees and costs, in accordance with applicable law. The arbitrator shall, in the award, assess arbitration fees,
expenses, and compensation as provided in Rules 43, 44, and 45 in favor of any party and, in the event any administrative fees or
expenses are due the AAA, in favor of the AAA, subject to the provisions contained in the Costs of Arbitration section.
e. If the parties settle their dispute during the course of the arbitration and mutually request, the arbitrator may set forth the terms of the
settlement in a consent award.
f. The parties shall accept as legal delivery of the award the placing of the award or a true copy thereof in the mail, addressed to a party or
its representative at the last known address, personal service of the award, or the filing of the award in any manner that may be required
by law.
Within 20 days after the transmittal of an award, any party, upon notice to the other parties, may
request the arbitrator to correct any clerical, typographical, technical, or computational errors in
the award. The arbitrator is not empowered to redetermine the merits of any claim already
decided. The other parties shall be given 10 days to respond to the request. The arbitrator shall
dispose of the request within 20 days after transmittal by the AAA to the arbitrator of the request
and any response thereto. If applicable law requires a different procedural time frame, that
procedure shall be followed.
The AAA shall, upon the written request of a party, furnish to the party, at that party's expense,
certified copies of any papers in the AAA's case file that may be required in judicial proceedings
relating to the arbitration.
b. Neither the AAA nor any arbitrator in a proceeding under these rules is or shall be considered a necessary or proper party in judicial
proceedings relating to the arbitration.
c. Parties to these procedures shall be deemed to have consented that judgment upon the arbitration award may be entered in any federal
or state court having jurisdiction.
d. Parties to an arbitration under these rules shall be deemed to have consented that neither the AAA nor any arbitrator shall be liable to
any party in any action for damages or injunctive relief for any act or omission in connection with any arbitration under these rules.
As a not-for-profit organization, the AAA shall prescribe filing and other administrative fees to
compensate it for the cost of providing administrative services. The AAA administrative fee
schedule in effect at the time the demand for arbitration or submission agreement is received shall
be applicable.
AAA fees shall be paid in accordance with the Costs of Arbitration Section (see pages 45-53).
The AAA may, in the event of extreme hardship on any party, defer or reduce the administrative
fees. (To ensure that you have the most current information, see our website at www.adr.org).
Arbitrators shall charge a rate consistent with the arbitrator's stated rate of compensation. If there
is disagreement concerning the terms of compensation, an appropriate rate shall be established
with the arbitrator by the AAA and confirmed to the parties.
Any arrangement for the compensation of a neutral arbitrator shall be made through the AAA and
not directly between the parties and the arbitrator. Payment of the arbitrator's fees and expenses
shall be made by the AAA from the fees and moneys collected by the AAA for this purpose.
Arbitrator compensation shall be borne in accordance with the Costs of Arbitration section.
45. Expenses
Unless otherwise agreed by the parties or as provided under applicable law, the expenses of
witnesses for either side shall be borne by the party producing such witnesses.
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator shall be borne in accordance with the Costs of Arbitration section.
46. Deposits
The AAA may require deposits in advance of any hearings such sums of money as it deems
necessary to cover the expenses of the arbitration, including the arbitrator's fee, if any, and shall
render an accounting and return any unexpended balance at the conclusion of the case.
If arbitrator compensation or administrative charges have not been paid in full, the AAA may so
inform the parties in order that one of them may advance the required payment. If such payments
are not made, the arbitrator may order the suspension or termination of the proceedings. If no
arbitrator has yet been appointed, the AAA may suspend or terminate the proceedings.
The arbitrator shall interpret and apply these rules as they relate to the arbitrator's powers and
duties. When there is more than one arbitrator and a difference arises among them concerning the
meaning or application of these Rules, it shall be resolved by a majority vote. If that is not
possible, either an arbitrator or a party may refer the question to the AAA for final decision. All
other procedures shall be interpreted and applied by the AAA.
Costs of Arbitration (including AAA Administrative Fees)
This Costs of Arbitration section contains two separate and distinct sub-sections. Initially, the
AAA shall make an administrative determination as to whether the dispute arises from an
employer-promulgated plan or an individually-negotiated employment agreement or contract.
If a party disagrees with the AAA's determination, the parties may bring the issue to the attention
of the arbitrator for a final determination. The arbitrator's determination will be made on
documents only, unless the arbitrator deems a hearing is necessary.
Arbitrator compensation is not included as part of the administrative fees charged by the AAA.
Arbitrator compensation is based on the most recent biography sent to the parties prior to
appointment. The employer shall pay the arbitrator's compensation unless the employee, post
dispute, voluntarily elects to pay a portion of the arbitrator's compensation. Arbitrator
compensation, expenses as defined in section (iv) below, and administrative fees are not subject
to reallocation by the arbitrator(s) except upon the arbitrator's determination that a claim or
counterclaim was filed for purposes of harassment or is patently frivolous.
*Pursuant to Section 1284.3 of the California Code of Civil Procedure, consumers with a gross
monthly income of less than 300% of the federal poverty guidelines are entitled to a waiver of
arbitration fees and costs, exclusive of arbitrator fees. This law applies to all consumer
agreements subject to the California Arbitration Act, and to all consumer arbitrations conducted
in California. Only those disputes arising out of employer promulgated plans are included in the
consumer definition. If you believe that you meet these requirements, you must submit to the
AAA a declaration under oath regarding your monthly income and the number of persons in your
household. Please contact the AAA's Western Case Management Center at 877.528.0880 if you
have any questions regarding the waiver of administrative fees. (Effective January 1, 2003.)
In cases before a single arbitrator, a nonrefundable filing fee capped in the amount of $150 is
payable in full by the employee when a claim is filed, unless the plan provides that the employee
pay less. A nonrefundable fee in the amount of $900 is payable in full by the employer, unless the
plan provides that the employer pay more.
In cases before three or more arbitrators, a nonrefundable filing fee capped in the amount of $150
is payable in full by the employee when a claim is filed, unless the plan provides that the
employee pay less. A nonrefundable fee in the amount of $1,775 is payable in full by the
employer, unless the plan provides that the employer pay more.
For each day of hearing held before a single arbitrator, an administrative fee of $300 is payable
by the employer.
For each day of hearing held before a multi-arbitrator panel, an administrative fee of $500 is
payable by the employer.
There is no AAA hearing fee for the initial Arbitration Management Conference.
A fee of $150 is payable by a party causing a postponement of any hearing scheduled before a
single arbitrator.
A fee of $250 is payable by a party causing a postponement of any hearing scheduled before a
multi-arbitrator panel.
The hearing fees described above do not cover the rental of hearing rooms. The AAA maintains
hearing rooms in most offices for the convenience of the parties. Check with the administrator for
availability and rates. Hearing room rental fees will be borne by the employer.
Parties on cases held in abeyance for one year will be assessed an annual abeyance fee of $300. If
a party refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf
of all parties, otherwise the matter will be administratively closed.
(vi) Expenses
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator, shall be borne by the employer.
The AAA's Commercial Fee Schedule, below, will apply to disputes arising out of individually-
negotiated employment agreements and contracts, even if such agreements and contracts
reference or incorporate an employer-promulgated plan.
The administrative fees of the AAA are based on the amount of the claim or counterclaim.
Arbitrator compensation is not included as part of the administrative fees charged by the AAA.
Arbitrator compensation is based on the most recent biography sent to the parties prior to
appointment. Unless the parties agree otherwise, arbitrator compensation, and expenses as
defined in section (vi) below, shall be borne equally by the parties and are subject to reallocation
by the arbitrator in the award.
Recognizing the continued fragility of the business environment and wishing to provide cost-
saving alternatives to parties filing an arbitration case, the American Arbitration Association is
offering an optional fee payment schedule that parties may choose instead of the Standard Fee
Schedule. It is a pilot that will be available on cases filed through May 30, 2010 , a nd is intended to give parties added
(1)
flexibility in both filing and in selection of arbitrators. Please call 1-800-778-7879 or your
nearest office if you have questions.
A non-refundable Initial Filing Fee is payable in full by a filing party when a claim,
counterclaim, or additional claim is filed. Upon receipt of the Demand for Arbitration, the AAA
will promptly initiate the case and notify all parties as well as establish the due date for filing of
an Answer, which may include a Counterclaim. In order to proceed with the further
administration of the arbitration and appointment of the arbitrator(s), the appropriate, non-
refundable Proceed Fee outlined below must be paid. If a Proceed Fee is not submitted within
ninety (90) days of the filing of the Claimant's Demand for Arbitration, the Association will
administratively close the file and notify all parties. No refunds or refund schedule will apply to
the Filing or Proceed Fees once received.
Savings for Mutual Arbitrator Appointment by Parties: Proceed Fees may be reduced by fifty
(50) percent where parties mutually select and appoint their arbitrator(s) without the AAA
providing a list of arbitrators and an appointment process. Parties must provide the Case Manager
with the appropriate stipulations and information pertaining to arbitrator(s) that have been
mutually selected and have accepted their appointment(s). Forms for confirmation of arbitrators
mutually selected and appointed by the parties are available through the Case Manager or AAA
regional office.
The Flexible Fee Schedule below also may be utilized for the filing of counterclaims. However,
as with the Claimant's claim, the counterclaim will not be presented to the arbitrator until the
Proceed Fee is paid.
A Final Fee will be incurred for all claims and/or counterclaims that proceed to their first hearing.
This fee will be payable in advance when the first hearing is scheduled, but will be refunded at
the conclusion of the case if no hearings have occurred. However, if the Association is not
notified of a cancellation at least 24 hours before the time of the scheduled hearing, the Final Fee
will remain due and will not be refunded.
Consent Award***
(1)
The Pilot Flexible Fee Schedule is subject to change or cancellation at any time prior to the
date of May 30, 2010.
*Where an arbitrator has been pre-selected and appointed by the parties, the Proceed Fee will be
reduced by fifty percent (50%).
**This fee is applicable only when a claim or counterclaim is not for a monetary amount. Where
a monetary claim amount is not known, parties will be required to state a range of claims or be
subject to the highest possible filing fee (see fee range for claims above $10,000,000.00).
***The AAA may assist the parties with the appointment of an arbitrator for the sole purpose of
having their Consent Award signed. For more information, please contact your local AAA office,
case management center, or our Customer Service desk at 1-800-778-7879.
All fees are subject to increase if the amount of a claim or counterclaim is modified after the
initial filing date. Fees are subject to decrease if the amount of a claim or counterclaim is
modified before the first hearing.
The minimum fees for any case having three or more arbitrators are $1,000 for the Initial Filing
Fee; $3,750 for the Proceed Fee; and $1,750 for the Final Fee.
Under the Flexible Fee Sc hedule, a party's obligation to pay the Proceed Fee shall remain in effect regardless of any agreement of
the parties to stay, postpone or otherwise modify the arbitration proceedings. P arties that, through mutual agreement, have
held their case in abeyance for one year will be assessed an annual abeyance fee of $300. If a
party refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf of
all parties, otherwise the matter will be closed.
Note: The date of receipt by the AAA of the demand/notice for arbitration will be used to
calculate the ninety(90)-day time limit for payment of the Proceed Fee.
An initial filing fee is payable in full by the filing party when a claim, counterclaim, or additional
claim is filed. A case service fee will be incurred for all cases that proceed to their first hearing.
This fee will be payable in advance at the time that the first hearing is scheduled. This fee will be
refunded at the conclusion of the case if no hearings have occurred. However, if the Association
is not notified at least 24 hours before the time of the scheduled hearing, the case service fee will
remain due and will not be refunded.
Above $10,000,000 * *
*Contact your local AAA office for standard fees for claims in excess of $10 million.
** This fee is applicable only when a claim or counterclaim is not for a monetary amount. Where
a monetary claim amount is not known, parties will be required to state a range of claims or be
subject to the highest possible filing fee.Fee Schedule for Claims in Excess of $10 MillionThe
following is the fee schedule for use in disputes involving claims in excess of $10 million. If you
have any questions, please consult your local AAA office or case management center.
The following is the fee schedule for use in disputes involving claims in excess of $10 million. If
you have any questions, please consult your local AAA office or case management center.
Fees are subject to increase if the amount of a claim or counterclaim is modified after the initial
filing date. Fees are subject to decrease if the amount of a claim or counterclaim is modified
before the first hearing.
The minimum fees for any case having three or more arbitrators are $2,750 for the filing fee, plus
a $1,250 case service fee.
The AAA offers a refund schedule on filing fees connected with the Standard Fee Schedule. For
cases with claims up to $75,000, a minimum filing fee of $300 will not be refunded. For all other
cases, a minimum fee of $500 will not be refunded. Subject to the minimum fee requirements,
refunds will be calculated as follows:
»100% of the filing fee, above the minimum fee, will be refunded if the case is settled or
withdrawn within five calendar days of filing.
»50% of the filing fee, in any case with filing fees in excess of $500, will be refunded if the case
is settled or withdrawn between six and 30 calendar days of filing. Where the filing fee is $500,
the refund will be $200.
»25% of the filing fee will be refunded if the case is settled or withdrawn between 31 and 60
calendar days of filing.
No refund will be made once an arbitrator has been appointed (this includes one arbitrator on a
three-arbitrator panel). No refunds will be granted on awarded cases.
Note: The date of receipt of the demand for arbitration with the AAA will be used to calculate
refunds of filing fees for both claims and counterclaims.
The fees described above do not cover the rental of hearing rooms. The AAA maintains hearing
rooms in most offices for the convenience of the parties. Check with the AAA for availability and
rates.
Parties on cases filed under either the Pilot Flexible Fee Schedule or the Standard Fee Schedule
that are held in abeyance for one year, will be assessed an annual abeyance fee of $300. If a party
refuses to pay the assessed fee, the other party or parties may pay the entire fee on behalf of all
parties, otherwise the matter will be administratively closed.
(vi) Expenses
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator, shall be borne equally by the parties.
For Disputes Proceeding Under the Supplementary Rules for Class Action Arbitration
("Supplementary Rules"):
The AAA's Administered Fee Schedule, as listed in Section 11 of the Supplementary Rules for
Class Action Arbitration, shall apply to disputes proceeding under the Supplementary Rules.
O-1. Applicability
Where parties by special agreement or in their arbitration clause have adopted these rules for
emergency measures of protection, a party in need of emergency relief prior to the constitution of
the panel shall notify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application shall also set
forth the reasons why the party is entitled to such relief. Such notice may be given by facsimile
transmission, or other reliable means, but must include a statement certifying that all other parties
have been notified or an explanation of the steps taken in good faith to notify other parties.
Within one business day of receipt of notice as provided in Section O-1, the AAA shall appoint a
single emergency arbitrator from a special AAA panel of emergency arbitrators designated to rule
on emergency applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed in the application, to affect such
arbitrator's impartiality or independence. Any challenge to the appointment of the emergency
arbitrator must be made within one business day of the communication by the AAA to the parties
of the appointment of the emergency arbitrator and the circumstances disclosed.
O-3. Schedule
The emergency arbitrator shall as soon as possible, but in any event within two business days of
appointment, establish a schedule for consideration of the application for emergency relief. Such
schedule shall provide a reasonable opportunity to all parties to be heard, but may provide for
proceeding by telephone conference or on written submissions as alternatives to a formal hearing.
O-4. Interim Award If after consideration the emergency arbitrator is satisfied that the party
seeking the emergency relief has shown that immediate and irreparable loss or damage will result
in the absence of emergency relief, and that such party is entitled to such relief, the emergency
arbitrator may enter an interim award granting the relief and stating the reasons therefore.
Any application to modify an interim award of emergency relief must be based on changed
circumstances and may be made to the emergency arbitrator until the panel is constituted;
thereafter such a request shall be addressed to the panel. The emergency arbitrator shall have no
further power to act after the panel is constituted unless the parties agree that the emergency
arbitrator is named as a member of the panel.
O-6. Security
Any interim award of emergency relief may be conditioned on provision by the party seeking
such relief of appropriate security.
A request for interim measures addressed by a party to a judicial authority shall not be deemed
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. If the AAA is
directed by a judicial authority to nominate a special master to consider and report on an
application for emergency relief, the AAA shall proceed as provided in Section O-1 of this article
and the references to the emergency arbitrator shall be read to mean the special master, except
that the special master shall issue a report rather than an interim award.
O-8. Costs
The costs associated with applications for emergency relief shall be apportioned in the same
manner as set forth in the Costs of Arbitration section.
Any party to an employment dispute may initiate mediation by filing with the AAA a submission
to mediation or a written request for mediation pursuant to these procedures, together with the
applicable administrative fee.
A request for mediation shall contain a brief statement of the nature of the dispute and the names,
addresses, and telephone numbers of all parties to the dispute and those who will represent them,
if any, in the mediation. The initiating party shall simultaneously file two copies of the request
with the AAA and one copy with every other party to the dispute.
Upon receipt of a request for mediation, the AAA shall send simultaneously to each party to the
dispute an identical list of five (unless the AAA decides that a different number is appropriate)
names of qualified mediators. The parties are encouraged to agree to a mediator from the
submitted list and to advise the AAA of their agreement. If the parties are unable to agree upon
an mediator, each party to the dispute shall have 15 days from the transmittal date in which to
strike names objected to, number the remaining names in order of preference, and return the list
to the AAA. If a party does not return the list within the time specified, all persons named therein
shall be deemed acceptable. From among the persons who have been approved on both lists, and
in accordance with the designated order of mutual preference, the AAA shall invite the
acceptance of a mediator to serve. If the parties fail to agree on any of the persons named, or if
acceptable mediators are unable to act, or if for any other reason the appointment cannot be made
from the submitted lists, the AAA shall have the power to appoint a qualified mediator to serve.
If the agreement of the parties names a mediator or specifies a method of appointing a mediator,
that designation or method shall be followed.
M-5. Qualifications of Mediator
No person shall serve as a mediator in any dispute in which that person has any financial or
personal interest in the result of the mediation, except by the written consent of all parties. Prior
to accepting an appointment, the prospective mediator shall disclose any circumstance likely to
create a presumption of bias or prevent a prompt meeting with the parties. Upon receipt of such
information, the AAA shall either replace the mediator or immediately communicate the
information to the parties for their comments. In the event that the parties disagree as to whether
the mediator shall serve, the AAA will appoint another mediator. The AAA is authorized to
appoint another mediator if the appointed mediator is unable to serve promptly.
M-6. Vacancies
If any mediator shall become unwilling or unable to serve, the AAA will appoint another
mediator, unless the parties agree otherwise.
M-7. Representation
Any party may be represented by a person of the party's choice. The names and addresses of such
persons shall be communicated in writing to all parties and to the AAA.
The mediator shall fix the date, time, and place of each mediation session. The mediation shall be
held at the appropriate regional office of the AAA, or at any other convenient location agreeable
to the mediator and the parties, as the mediator shall determine.
At least 10 days prior to the first scheduled mediation session, each party shall provide the
mediator with a brief memorandum setting forth its position with regard to the issues that need to
be resolved. At the discretion of the mediator, such memoranda may be mutually exchanged by
the parties.
At the first session, the parties will be expected to produce all information reasonably required
for the mediator to understand the issues presented. The mediator may require any party to
supplement such information.
The mediator does not have the authority to impose a settlement on the parties but will attempt to
help them reach a satisfactory resolution of their dispute. The mediator is authorized to conduct
joint and separate meetings with the parties and to make oral and written recommendations for
settlement. Whenever necessary, the mediator may also obtain expert advice concerning technical
aspects of the dispute, provided that the parties agree and assume the expenses of obtaining such
advice.
Arrangements for obtaining such advice shall be made by the mediator or the parties, as the
mediator shall determine.
The mediator is authorized to end the mediation whenever, in the judgment of the mediator,
further efforts at mediation would not contribute to a resolution of the dispute between the
parties.
M-11. Privacy
Mediation sessions are private. The parties and their representatives may attend mediation
sessions. Other persons may attend only with the permission of the parties and with the consent
of the mediator.
M-12. Confidentiality
The parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce
as evidence in any arbitral, judicial, or other proceeding:
a. views expressed or suggestions made by another party with respect to a possible settlement of the dispute;
d. the fact that another party had or had not indicated willingness to accept a proposal for settlement made by the mediator.
b. by a written declaration of the mediator to the effect that further efforts at mediation are no longer worthwhile; or
c. by a written declaration of a party or parties to the effect that the mediation proceedings are terminated.
Neither the AAA nor any mediator is a necessary party in judicial proceedings relating to the
mediation.
Neither the AAA nor any mediator shall be liable to any party for any act or omission in
connection with any mediation conducted under these procedures.
The mediator shall interpret and apply these procedures insofar as they relate to the mediator's
duties and responsibilities. All other procedures shall be interpreted and applied by the AAA.
M-17. Expenses
The expenses of witnesses for either side shall be paid by the party producing such witnesses. All
other expenses of the mediation, including required traveling and other expenses of the mediator
and representatives of the AAA, and the expenses of any witness and the cost of any proofs or
expert advice produced at the direct request of the mediator, shall be borne equally by the parties
unless they agree otherwise.
Cost of Mediation
There is no filing fee to initiate a mediation or a fee to request the AAA to invite parties to
mediate.
The cost of mediation is based on the hourly or daily mediation rate published on the mediator's
AAA profile. This rate covers both mediator compensation and an allocated portion for the
AAA's services. There is a four-hour or half-day minimum charge for a mediation conference.
Expenses referenced in Section M-17 may also apply.
If a matter submitted for mediation is withdrawn or cancelled or results in a settlement after the
agreement to mediate is filed but prior to the mediation conference the cost is $250 plus any
mediator time and charges incurred.
The parties will be billed equally for all costs unless they agree otherwise.
If you have questions about mediation costs or services visit our website at
www.aaamediation.com or contact your local AAA office.
© 2009 American Arbitration Association, Inc. All rights reserved. These Rules are the
copyrighted property of the American Arbitration Association (AAA) and are intended to be used
in conjunction with the AAA's administrative services. Any unauthorized use or modification of
these Rules may violate copyright laws and other applicable laws. Please contact 800.778.7879 or
[email protected] for additional information.
EXHIBIT C
Employment Arbitration Rules and Mediation Procedures
Rules Amended and Effective November 1, 2009
To access the AAA Employment Arbitration Rules and Mediation Procedures with the previous
versions of Fee Schedules, visit the Archived Rules area of the site -- click here.
TABLE OF CONTENTS
Introduction....................................................................................................................................5
Notification.....................................................................................................................................7
Ombuds......................................................................................................................................9
Peer Review...............................................................................................................................9
Internal Mediation.......................................................................................................................9
Fact-Finding............................................................................................................................... 9
Arbitration...................................................................................................................................9
Employment Arbitration............................................................................................................... 10
4. Initiation of Arbitration.......................................................................................................... 11
5. Changes of Claim.................................................................................................................12
6. Jurisdiction........................................................................................................................... 12
9. Discovery............................................................................................................................. 14
10. Fixing of Locale (the city, county, state, territory, and/or country of the Arbitration).......... 14
11. Date, Time and Place (the physical site of the hearing within the designated locale) of
Hearing.....................................................................................................................................14
15. Disclosure.......................................................................................................................... 16
18. Vacancies...........................................................................................................................17
19. Representation...................................................................................................................17
21. Interpreters.........................................................................................................................18
23. Confidentiality.....................................................................................................................18
24. Postponements.................................................................................................................. 18
25. Oaths..................................................................................................................................18
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30. Evidence............................................................................................................................ 19
31. Inspection...........................................................................................................................20
45. Expenses........................................................................................................................... 23
(vi) Expenses........................................................................................................................... 25
3
(i) Standard Fee Schedule....................................................................................................... 27
(vi) Expenses........................................................................................................................... 30
For Disputes Proceeding Under the Supplementary Rules for Class Action Arbitration
("Supplementary Rules"):.........................................................................................................30
O-1. Applicability...................................................................................................................... 31
O-3. Schedule.......................................................................................................................... 31
O-6. Security............................................................................................................................ 31
O-8. Costs................................................................................................................................32
M-3. Fixing of Locale (the city, county, state, territory and, if applicable, country of the
mediation)................................................................................................................................ 33
M-4. Representation.................................................................................................................33
M-7. Vacancies........................................................................................................................ 34
M-10. Privacy........................................................................................................................... 35
4
M-11. Confidentiality................................................................................................................ 35
M-16. Deposits.........................................................................................................................36
M-17. Expenses....................................................................................................................... 36
Introduction
Federal and state laws reflecting societal intolerance for certain workplace conduct, as well as
court decisions interpreting and applying those statutes, have redefined responsible corporate
practice and employee relations. Increasingly, employers and employees face workplace
disputes involving alleged wrongful termination, sexual harassment, or discrimination based on
race, color, religion, sex, national origin, age and disability.
As courts and administrative agencies become less accessible to civil litigants, employers and
their employees now see alternative dispute resolution ("ADR") as a way to promptly and
effectively resolve workplace disputes. ADR procedures are becoming more common in
contracts of employment, personnel manuals, and employee handbooks.
Increasingly, corporations and their employees look to the American Arbitration Association as a
resource in developing prompt and effective employment procedures for employment-related
disputes.
These Rules have been developed for employers and employees who wish to use a private
alternative to resolve their disputes, enabling them to have complaints heard by an impartial
person with expertise in the employment field. These procedures benefit both the employer and
the individual employee by making it possible to resolve disputes without extensive litigation.
In addition, the AAA provides education and training, specialized publications, and research on
all forms of dispute settlement. With 30 offices worldwide and cooperative agreements with
arbitral institutions in 63 other nations, the American Arbitration Association is the nation's
largest private provider of ADR services.
For over 80 years, the American Arbitration Association has set the standards for the
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development of fair and equitable dispute resolution procedures. The development of the
Employment Arbitration Rules and Mediation Procedures and the reconstitution of a select and
diverse roster of expert neutrals to hear and resolve disputes, are the most recent initiatives of
the Association to provide private, efficient and cost-effective procedures for out-of-court
settlement of workplace disputes.
The United States Supreme Court has also spoken on the importance of ADR in the
employment context. In Gilmer v. Interstate/Johnson Lane , 500 U.S. 20, 111 S.Ct. 1647 (1991),
the Supreme Court refused to invalidate Gilmer's agreement with the New York Stock Exchange
that he would arbitrate disputes with his employer (Interstate/Johnson Lane) simply because he
was obliged to sign it in order to work as a securities dealer whose trades were executed on the
Exchange. Although the Gilmer Court found that the Age Discrimination in Employment Act did
not preclude arbitration of age discrimination claims, it specifically declined to decide whether
employment arbitration agreements were "contracts of employment" excluded under the Federal
Arbitration Act.
The specific issue left open by Gilmer was decided 10 years later by the United States Supreme
Court in Circuit City Stores, Inc. v. Adams , 532 U.S. 105, 121 S. Ct. 1302, 149 L. Ed. 2d 234
(2001). In Circuit City, the Supreme Court concluded that except for transportation workers such
as seamen or railroad workers, the FAA covers all contracts of employment and that the Act
may be used to compel arbitration of employment-related claims. While Circuit City involved only
state law claims, the Supreme Court had determined previously in Gilmer that federal age
discrimination claims (and presumably other federal civil rights claims) were arbitrable under the
FAA.
The Due Process Protocol has been endorsed by organizations representing a broad range of
constituencies. They include the American Arbitration Association, the American Bar Association
Labor and Employment Section, the American Civil Liberties Union, the Federal Mediation and
Conciliation Service, the National Academy of Arbitrators, and the National Society of
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Professionals in Dispute Resolution. The National Employment Lawyers Association has
endorsed the substantive provisions of the Due Process Protocol.
It has been incorporated into the Report of the United States Secretary of Labor's Task Force in
Excellence in State and Local Government and cited with approval in numerous court opinions.
Notification
If an employer intends to utilize the dispute resolution services of the Association in an
employment ADR plan, it shall, at least 30 days prior to the planned effective date of the
program: (1) notify the Association of its intention to do so; and (2) provide the Association with
a copy of the employment dispute resolution plan. If an employer does not comply with this
requirement, the Association reserves the right to decline its administrative services. Copies of
all plans should be sent to the American Arbitration Association, 725 South Figueroa Street,
Suite 2400, Los Angeles, CA 90017; FAX: 213.622.6199.
7
negotiated employment agreements and contracts. When the arbitration is filed, the AAA makes
an initial administrative determination as to whether the dispute arises from an employer-
promulgated plan or an individually-negotiated employment agreement or contract. This
determination is made by reviewing the documentation provided to the AAA by the parties,
including, but not limited to, the demand for arbitration, the parties' arbitration program or
agreement, and any employment agreements or contracts between the parties.
When making its determination on the applicable costs of arbitration section in a given
arbitration, the AAA's review is focused on two primary issues. The first component of the review
focuses on whether the arbitration program and/or agreement between the individual employee
and the employer is one in which it appears that the employer has drafted a standardized
arbitration clause with its employees. The second aspect of the review focuses on the ability of
the parties to negotiate the terms and conditions of the parties' agreement.
If a party disagrees with the AAA's initial determination, the parties may bring the issue to the
attention of the arbitrator for a final determination.
»The American Arbitration Association encourages employers to consider the wide range of
legally-available options to resolve workplace disputes outside the courtroom.
»The Association recommends an external mediation component to resolve disputes not settled
by the internal dispute resolution process.
»Although the AAA administers binding arbitration systems that have been required as a
condition of initial or continued employment, such programs must be consistent with the
Association's Employment Arbitration Rules and Mediation Procedures.
Specific guidance on the responsible development and design of employment ADR systems is
contained in the Association's publication, Resolving Employment Disputes: A Practical Guide,
which is available from the AAA's website, www.adr.org.
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Alternative Dispute Resolution Options
Open Door Policy
Employees are encouraged to meet with their immediate manager or supervisor to discuss
problems arising out of the workplace environment. In some systems, the employee is free to
approach anyone in the chain of command.
Ombuds
A neutral third party (either from within or outside the company) is designated to confidentially
investigate and propose settlement of employment complaints brought by employees.
Peer Review
A panel of employees (or employees and managers) works together to resolve employment
complaints. Peer review panel members are trained in the handling of sensitive issues.
Internal Mediation
A process for resolving disputes in which a neutral third person from within the company, trained
in mediation techniques, helps the disputing parties negotiate a mutually acceptable settlement.
Mediation is a nonbinding process in which the parties discuss their disputes with an impartial
person who assists them in reaching a settlement. The mediator may suggest ways of resolving
the dispute but may not impose a settlement on the parties.
Fact-Finding
The investigation of a complaint by an impartial third person (or team) who examines the
complaint and the facts and issues a nonbinding report. Fact-finding is particularly helpful for
allegations of sexual harassment, where a fact-finding team, composed of one male and one
female neutral, investigates the allegations and presents its findings to the employer and the
employee.
Arbitration
Arbitration is generally defined as the submission of disputes to one or more impartial persons
for final and binding determination. It can be the final step in a workplace program that includes
other dispute resolution methods. There are many possibilities for designing this final step.
They include:
The parties agree in advance, on a voluntary basis, to use arbitration to resolve disputes and
they are bound by the outcome.
The parties must use the arbitration process to resolve disputes, but they are not bound by the
outcome.
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» Pre-Dispute, Mandatory Final and Binding Arbitration
The parties must arbitrate unresolved disputes and they are bound by the outcome.
The parties have the option of deciding whether to use final and binding arbitration after a
dispute arises.
Employment Arbitration
Rules and Mediation Procedures
1. Applicable Rules of Arbitration
The parties shall be deemed to have made these rules a part of their arbitration agreement
whenever they have provided for arbitration by the American Arbitration Association (hereinafter
"AAA") or under its Employment Arbitration Rules and Mediation Procedures or for arbitration by
the AAA of an employment dispute without specifying particular rules*. If a party establishes that
an adverse material inconsistency exists between the arbitration agreement and these rules, the
arbitrator shall apply these rules.
If, within 30 days after the AAA's commencement of administration, a party seeks judicial
intervention with respect to a pending arbitration and provides the AAA with documentation that
judicial intervention has been sought, the AAA will suspend administration for 60 days to permit
the party to obtain a stay of arbitration from the court.These rules, and any amendment of them,
shall apply in the form in effect at the time the demand for arbitration or submission is received
by the AAA.
*The National Rules for the Resolution of Employment Disputes have been re-named the Employment Arbitration
Rules and Mediation Procedures. Any arbitration agreements providing for arbitration under its National Rules for the
Resolution of Employment Disputes shall be administered pursuant to these Employment Arbitration Rules and
Mediation Procedures.
2. Notification
An employer intending to incorporate these rules or to refer to the dispute resolution services of
the AAA in an employment ADR plan, shall, at least 30 days prior to the planned effective date
of the program:
ii. provide the Association with a copy of the employment dispute resolution plan.
10
Compliance with this requirement shall not preclude an arbitrator from entertaining challenges
as provided in Section 1. If an employer does not comply with this requirement, the Association
reserves the right to decline its administrative services.
4. Initiation of Arbitration
Arbitration shall be initiated in the following manner.
(1) File a written notice (hereinafter "Demand") of its intention to arbitrate at any office of the
AAA, within the time limit established by the applicable statute of limitations. Any dispute over
the timeliness of the demand shall be referred to the arbitrator. The filing shall be made in
duplicate, and each copy shall include the applicable arbitration agreement. The Demand shall
set forth the names, addresses, and telephone numbers of the parties; a brief statement of the
nature of the dispute; the amount in controversy, if any; the remedy sought; and requested
hearing location.
(2) Simultaneously provide a copy of the Demand to the other party (hereinafter
"Respondent[s]").
(3) Include with its Demand the applicable filing fee, unless the parties agree to some other
method of fee advancement.
(ii) The Respondent(s) may file an Answer with the AAA within 15 days after the date of the
letter from the AAA acknowledging receipt of the Demand. The Answer shall provide the
Respondent's brief response to the claim and the issues presented. The Respondent(s) shall
make its filing in duplicate with the AAA, and simultaneously shall send a copy of the Answer to
the Claimant. If no answering statement is filed within the stated time, Respondent will be
deemed to deny the claim. Failure to file an answering statement shall not operate to delay the
arbitration.
(1) May file a counterclaim with the AAA within 15 days after the date of the letter from the AAA
acknowledging receipt of the Demand. The filing shall be made in duplicate. The counterclaim
shall set forth the nature of the claim, the amount in controversy, if any, and the remedy sought.
11
(3) Shall include with its filing the applicable filing fee provided for by these rules.
(iv) The Claimant may file an Answer to the counterclaim with the AAA within 15 days after the
date of the letter from the AAA acknowledging receipt of the counterclaim. The Answer shall
provide Claimant's brief response to the counterclaim and the issues presented. The Claimant
shall make its filing in duplicate with the AAA, and simultaneously shall send a copy of the
Answer to the Respondent(s). If no answering statement is filed within the stated time, Claimant
will be deemed to deny the counterclaim. Failure to file an answering statement shall not operate
to delay the arbitration.
c. The form of any filing in these rules shall not be subject to technical pleading requirements.
5. Changes of Claim
Before the appointment of the arbitrator, if either party desires to offer a new or different claim or
counterclaim, such party must do so in writing by filing a written statement with the AAA and
simultaneously provide a copy to the other party(s), who shall have 15 days from the date of
such transmittal within which to file an answer with the AAA. After the appointment of the
arbitrator, a party may offer a new or different claim or counterclaim only at the discretion of the
arbitrator.
6. Jurisdiction
a. The arbitrator shall have the power to rule on his or her own jurisdiction, including any
objections with respect to the existence, scope or validity of the arbitration agreement.
b. The arbitrator shall have the power to determine the existence or validity of a contract of
which an arbitration clause forms a part. Such an arbitration clause shall be treated as
an agreement independent of the other terms of the contract. A decision by the arbitrator
that the contract is null and void shall not for that reason alone render invalid the
arbitration clause.
c. A party must object to the jurisdiction of the arbitrator or to the arbitrability of a claim or
counterclaim no later than the filing of the answering statement to the claim or
counterclaim that gives rise to the objection. The arbitrator may rule on such objections
as a preliminary matter or as part of the final award.
At any time after the filing of the Demand, with the consent of the parties, the AAA will arrange a
mediation conference under its Mediation Procedures to facilitate settlement. The mediator shall
not be any arbitrator appointed to the case, except by mutual written agreement of the parties.
There is no additional filing fee for initiating a mediation under the AAA Mediation Procedures for
parties to a pending arbitration.
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8. Arbitration Management Conference
As promptly as practicable after the selection of the arbitrator(s), but not later than 60 days
thereafter, an arbitration management conference shall be held among the parties and/or their
attorneys or other representatives and the arbitrator(s). Unless the parties agree otherwise, the
Arbitration Management Conference will be conducted by telephone conference call rather than
in person. At the Arbitration Management Conference the matters to be considered shall
include, without limitation
ii. the date, time, place, and estimated duration of the hearing;
iv. the law, standards, rules of evidence and burdens of proof that are to apply to the
proceeding;
v. the exchange of stipulations and declarations regarding facts, exhibits, witnesses, and
other issues;
vi. the names of witnesses (including expert witnesses), the scope of witness testimony,
and witness exclusion;
vii. the value of bifurcating the arbitration into a liability phase and damages phase;
ix. whether the parties will summarize their arguments orally or in writing;
xi. any other issues relating to the subject or conduct of the arbitration;
xiv. the extent to which documentary evidence may be submitted at the hearing;
xv. the extent to which testimony may be admitted at the hearing telephonically, over the
internet, by written or video-taped deposition, by affidavit, or by any other means;
xvi. any disputes over the AAA's determination regarding whether the dispute arose from an
individually-negotiated employment agreement or contract, or from an employer-
promulgated plan (see Costs of Arbitration section).
The arbitrator shall issue oral or written orders reflecting his or her decisions on the above
matters and may conduct additional conferences when the need arises.
13
9. Discovery
The arbitrator shall have the authority to order such discovery, by way of deposition,
interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full
and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.
The AAA does not require notice of discovery related matters and communications unless a
dispute arises. At that time, the parties should notify the AAA of the dispute so that it may be
presented to the arbitrator for determination.
10. Fixing of Locale (the city, county, state, territory, and/or country of the
Arbitration)
If the parties disagree as to the locale, the AAA may initially determine the place of arbitration,
subject to the power of the arbitrator(s), after their appointment to make a final determination on
the locale. All such determinations shall be made having regard for the contentions of the parties
and the circumstances of the arbitration.
11. Date, Time and Place (the physical site of the hearing within the
designated locale) of Hearing
The arbitrator shall set the date, time, and place for each hearing. The parties shall respond to
requests for hearing dates in a timely manner, be cooperative in scheduling the earliest
practicable date, and adhere to the established hearing schedule. The AAA shall send a notice
of hearing to the parties at least 10 days in advance of the hearing date, unless otherwise
agreed by the parties.
b. Qualifications
i. Neutral arbitrators serving under these rules shall be experienced in the field of
employment law.
ii. Neutral arbitrators serving under these rules shall have no personal or financial
interest in the results of the proceeding in which they are appointed and shall have
no relation to the underlying dispute or to the parties or their counsel that may create
an appearance of bias.
iv. The AAA may, upon request of a party within the time set to return their list or upon
its own initiative, supplement the list of proposed arbitrators in disputes arising out of
individually-negotiated employment contracts with persons from the Commercial
Roster, to allow the AAA to respond to the particular need of the dispute. In multi-
arbitrator disputes, at least one of the arbitrators shall be experienced in the field of
employment law.
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c. If the parties have not appointed an arbitrator and have not provided any method of
appointment, the arbitrator shall be appointed in the following manner:
i. Shortly after it receives the Demand, the AAA shall send simultaneously to each
party a letter containing an identical list of names of persons chosen from the
Employment Dispute Resolution Roster. The parties are encouraged to agree to an
arbitrator from the submitted list and to advise the AAA of their agreement.
ii. If the parties are unable to agree upon an arbitrator, each party to the dispute shall
have 15 days from the transmittal date in which to strike names objected to, number
the remaining names in order of preference, and return the list to the AAA. If a party
does not return the list within the time specified, all persons named therein shall be
deemed acceptable.
iii. From among the persons who have been approved on both lists, and in accordance
with the designated order of mutual preference, the AAA shall invite the acceptance
of an arbitrator to serve. If the parties fail to agree on any of the persons named, or if
acceptable arbitrators are unable to act, or if for any other reason the appointment
cannot be made from the submitted list, the AAA shall have the power to make the
appointment from among other members of the panel without the submission of
additional lists.
b. Where the parties have agreed that each party is to name one arbitrator, the arbitrators
so named must meet the standards of Section R-16 with respect to impartiality and
independence unless the parties have specifically agreed pursuant to Section R-16(a)
that the party-appointed arbitrators are to be non-neutral and need not meet those
standards. The notice of appointment, with the name, address, and contact information
of the arbitrator, shall be filed with the AAA by the appointing party. Upon the request of
any appointing party, the AAA shall submit a list of members of the National Roster from
which the party may, if it so desires, make the appointment.
c. If the agreement specifies a period of time within which an arbitrator shall be appointed
and any party fails to make the appointment within that period, the AAA shall make the
appointment.
d. If no period of time is specified in the agreement, the AAA shall notify the party to make
the appointment. If within 15 days after such notice has been sent, an arbitrator has not
been appointed by a party, the AAA shall make the appointment.
b. If no period of time is specified for appointment of the chairperson and the party-
15
appointed arbitrators or the parties do not make the appointment within 15 days from the
date of the appointment of the last party-appointed arbitrator, the AAA may appoint the
chairperson.
c. If the parties have agreed that their party-appointed arbitrators shall appoint the
chairperson from the National Roster, the AAA shall furnish to the party-appointed
arbitrators, in the manner provided in Section R-12, a list selected from the National
Roster, and the appointment of the chairperson shall be made as provided in that
Section.
15. Disclosure
a. Any person appointed or to be appointed as an arbitrator shall disclose to the AAA any
circumstance likely to give rise to justifiable doubt as to the arbitrator's impartiality or
independence, including any bias or any financial or personal interest in the result of the
arbitration or any past or present relationship with the parties or their representatives.
Such obligation shall remain in effect throughout the arbitration.
b. Upon receipt of such information from the arbitrator or another source, the AAA shall
communicate the information to the parties and, if it deems it appropriate to do so, to the
arbitrator and others.
ii. inability or refusal to perform his or her duties with diligence and in good faith, and
iii. any grounds for disqualification provided by applicable law. The parties may agree in
writing, however, that arbitrators directly appointed by a party pursuant to Section R-
13 shall be nonneutral, in which case such arbitrators need not be impartial or
independent and shall not be subject to disqualification for partiality or lack of
independence.
b. Upon objection of a party to the continued service of an arbitrator, or on its own initiative,
the AAA shall determine whether the arbitrator should be disqualified under the grounds
set out above, and shall inform the parties of its decision, which decision shall be
conclusive.
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candidate's qualifications, availability, or independence in relation to the parties or to
discuss the suitability of candidates for selection as a third arbitrator where the parties or
party-designated arbitrators are to participate in that selection.
b. Section R-17(a) does not apply to arbitrators directly appointed by the parties who,
pursuant to Section R-16(a), the parties have agreed in writing are non-neutral. Where
the parties have so agreed under Section R-16(a), the AAA shall as an administrative
practice suggest to the parties that they agree further that Section R-17(a) should
nonetheless apply prospectively.
18. Vacancies
a. If for any reason an arbitrator is unable to perform the duties of the office, the AAA may,
on proof satisfactory to it, declare the office vacant. Vacancies shall be filled in
accordance with applicable provisions of these Rules.
b. In the event of a vacancy in a panel of neutral arbitrators after the hearings have
commenced, the remaining arbitrator or arbitrators may continue with the hearing and
determination of the controversy, unless the parties agree otherwise.
c. In the event of the appointment of a substitute arbitrator, the panel of arbitrators shall
determine in its sole discretion whether it is necessary to repeat all or part of any prior
hearings.
19. Representation
Any party may be represented by counsel or other authorized representatives. For parties
without representation, the AAA will, upon request, provide reference to institutions which might
offer assistance. A party who intends to be represented shall notify the other party and the AAA
of the name and address of the representative at least 10 days prior to the date set for the
hearing or conference at which that person is first to appear. If a representative files a Demand
or an Answer, the obligation to give notice of representative status is deemed satisfied.
21. Interpreters
Any party wishing an interpreter shall make all arrangements directly with the interpreter and
shall assume the costs of the service.
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23. Confidentiality
The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to
make appropriate rulings to safeguard that confidentiality, unless the parties agree otherwise or
the law provides to the contrary.
24. Postponements
The arbitrator: (1) may postpone any hearing upon the request of a party for good cause shown;
(2) must postpone any hearing upon the mutual agreement of the parties; and (3) may postpone
any hearing on his or her own initiative.
25. Oaths
Before proceeding with the first hearing, each arbitrator shall take an oath of office. The oath
shall be provided to the parties prior to the first hearing. The arbitrator may require witnesses to
testify under oath administered by any duly qualified person and, if it is required by law or
requested by any party, shall do so.
The parties shall bear the same burdens of proof and burdens of producing evidence as would
apply if their claims and counterclaims had been brought in court.
Witnesses for each party shall submit to direct and cross examination.
With the exception of the rules regarding the allocation of the burdens of proof and going
forward with the evidence, the arbitrator has the authority to set the rules for the conduct of the
proceedings and shall exercise that authority to afford a full and equal opportunity to all parties
to present any evidence that the arbitrator deems material and relevant to the resolution of the
dispute. When deemed appropriate, the arbitrator may also allow for the presentation of
evidence by alternative means including web conferencing, internet communication, telephonic
conferences and means other than an in-person presentation of evidence. Such alternative
means must still afford a full and equal opportunity to all parties to present any evidence that the
arbitrator deems material and relevant to the resolution of the dispute and when involving
witnesses, provide that such witness submit to direct and cross-examination.
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The arbitrator, in exercising his or her discretion, shall conduct the proceedings with a view
toward expediting the resolution of the dispute, may direct the order of proof, bifurcate
proceedings, and direct the parties to focus their presentations on issues the decision of which
could dispose of all or part of the case.
Documentary and other forms of physical evidence, when offered by either party, may be
received in evidence by the arbitrator.
The names and addresses of all witnesses and a description of the exhibits in the order received
shall be made a part of the record.
30. Evidence
The parties may offer such evidence as is relevant and material to the dispute and shall produce
such evidence as the arbitrator deems necessary to an understanding and determination of the
dispute. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party or arbitrator is absent, in default, or has waived the right to be present,
however "presence" should not be construed to mandate that the parties and arbitrators must be
physically present in the same location.
The arbitrator shall be the judge of the relevance and materiality of the evidence offered, and
conformity to legal rules of evidence shall not be necessary. The arbitrator may in his or her
discretion direct the order of proof, bifurcate proceedings, exclude cumulative or irrelevant
testimony or other evidence, and direct the parties to focus their presentations on issues the
decision of which could dispose of all or part of the case. All evidence shall be taken in the
presence of all of the arbitrators and all of the parties, except where any party is absent, in
default, or has waived the right to be present.
If the parties agree or the arbitrator directs that documents or other evidence may be submitted
to the arbitrator after the hearing, the documents or other evidence shall be filed with the AAA
for transmission to the arbitrator, unless the parties agree to a different method of distribution. All
parties shall be afforded an opportunity toexamine such documents or other evidence and to
lodge appropriate objections, if any.
31. Inspection
Upon the request of a party, the arbitrator may make an inspection in connection with the
arbitration. The arbitrator shall set the date and time, and the AAA shall notify the parties. In the
event that one or all parties are not present during the inspection, the arbitrator shall make an
oral or written report to the parties and afford them an opportunity to comment.
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32. Interim Measures
At the request of any party, the arbitrator may grant any remedy or relief that would have been
available to the parties had the matter been heard in court, as stated in Rule 39(d), Award.
A request for interim measures addressed by a party to a judicial authority shall not be deemed
incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.
If briefs are to be filed, the hearing shall be declared closed as of the final date set by the
arbitrator for the receipt of briefs. If documents are to be filed as provided in Rule 30 and the
date set for their receipt is later than that set for the receipt of briefs, the later date shall be the
date of closing the hearing. The time limit within which the arbitrator is required to make the
award shall commence to run, in the absence of other agreements by the parties, upon closing
of the hearing.
the specific time agreed on by the parties in the contract(s) out of which the controversy has
arisen, the matter may not be reopened unless the parties agree on an extension of time. When
no specific date is fixed in the contract, the arbitrator may reopen the hearing and shall have 30
days from the closing of the reopened hearing within which to make an award.
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38. Serving of Notice
a. Any papers, notices, or process necessary or proper for the initiation or continuation of
an arbitration under these rules, for any court action in connection therewith, or for the
entry of judgment on any award made under these rules may be served on a party by
mail addressed to the party, or its representative at the last known address or by
personal service, in or outside the state where the arbitration is to be held, provided that
reasonable opportunity to be heard with regard to the dispute is or has been granted to
the party.
b. The AAA, the arbitrator, and the parties may also use overnight delivery or electronic
facsimile transmission (fax), to give the notices required by these rules. Where all parties
and the arbitrator agree, notices may be transmitted by electronic mail (e-mail), or other
methods of communication.
c. Unless otherwise instructed by the AAA or by the arbitrator, any documents submitted by
any party to the AAA or to the arbitrator shall simultaneously be provided to the other
party or parties to the arbitration.
b. An award issued under these rules shall be publicly available, on a cost basis. The
names of the parties and witnesses will not be publicly available, unless a party
expressly agrees to have its name made public in the award.
c. The award shall be in writing and shall be signed by a majority of the arbitrators and shall
provide the written reasons for the award unless the parties agree otherwise. It shall be
executed in the manner required by law.
d. The arbitrator may grant any remedy or relief that would have been available to the
parties had the matter been heard in court including awards of attorney's fees and costs,
in accordance with applicable law. The arbitrator shall, in the award, assess arbitration
fees, expenses, and compensation as provided in Rules 43, 44, and 45 in favor of any
party and, in the event any administrative fees or expenses are due the AAA, in favor of
the AAA, subject to the provisions contained in the Costs of Arbitration section.
e. If the parties settle their dispute during the course of the arbitration and mutually request,
the arbitrator may set forth the terms of the settlement in a consent award.
f. The parties shall accept as legal delivery of the award the placing of the award or a true
copy thereof in the mail, addressed to a party or its representative at the last known
address, personal service of the award, or the filing of the award in any manner that may
be required by law.
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40. Modification of Award
Within 20 days after the transmittal of an award, any party, upon notice to the other parties, may
request the arbitrator to correct any clerical, typographical, technical, or computational errors in
the award. The arbitrator is not empowered to redetermine the merits of any claim already
decided. The other parties shall be given 10 days to respond to the request. The arbitrator shall
dispose of the request within 20 days after transmittal by the AAA to the arbitrator of the request
and any response thereto. If applicable law requires a different procedural time frame, that
procedure shall be followed.
b. Neither the AAA nor any arbitrator in a proceeding under these rules is or shall be
considered a necessary or proper party in judicial proceedings relating to the arbitration.
c. Parties to these procedures shall be deemed to have consented that judgment upon the
arbitration award may be entered in any federal or state court having jurisdiction.
d. Parties to an arbitration under these rules shall be deemed to have consented that
neither the AAA nor any arbitrator shall be liable to any party in any action for damages
or injunctive relief for any act or omission in connection with any arbitration under these
rules.
AAA fees shall be paid in accordance with the Costs of Arbitration Section (see pages 45-53).
The AAA may, in the event of extreme hardship on any party, defer or reduce the administrative
fees. (To ensure that you have the most current information, see our website at www.adr.org).
Any arrangement for the compensation of a neutral arbitrator shall be made through the AAA
and not directly between the parties and the arbitrator. Payment of the arbitrator's fees and
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expenses shall be made by the AAA from the fees and moneys collected by the AAA for this
purpose.
Arbitrator compensation shall be borne in accordance with the Costs of Arbitration section.
45. Expenses
Unless otherwise agreed by the parties or as provided under applicable law, the expenses of
witnesses for either side shall be borne by the party producing such witnesses.
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator shall be borne in accordance with the Costs of Arbitration section.
46. Deposits
The AAA may require deposits in advance of any hearings such sums of money as it deems
necessary to cover the expenses of the arbitration, including the arbitrator's fee, if any, and shall
render an accounting and return any unexpended balance at the conclusion of the case.
If a party disagrees with the AAA's determination, the parties may bring the issue to the attention
of the arbitrator for a final determination. The arbitrator's determination will be made on
documents only, unless the arbitrator deems a hearing is necessary.
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subject to reallocation by the arbitrator(s) except upon the arbitrator's determination that a claim
or counterclaim was filed for purposes of harassment or is patently frivolous.
*Pursuant to Section 1284.3 of the California Code of Civil Procedure, consumers with a gross monthly
income of less than 300% of the federal poverty guidelines are entitled to a waiver of arbitration fees and
costs, exclusive of arbitrator fees. This law applies to all consumer agreements subject to the California
Arbitration Act, and to all consumer arbitrations conducted in California. If you believe that you meet these
requirements, you must submit to the AAA a declaration under oath regarding your monthly income and
the number of persons in your household. Please contact Case Filing Services at 877-495-4185 if you
have any questions regarding the waiver of administrative fees. (Effective January 1, 2003.)
A party making a demand for treatment of a claim, counter claim, or additional claim as a
collective action arbitration will be subject to the administrative fees as outlined in the standard
and flexible fee schedules below. Arbitrator compensation is not included as a part of the
administrative fees charged by the AAA. Arbitrator compensation in cases involving a collective
action claim will be charged in accordance with the determination as to whether the dispute
arises from an employer-promulgated plan or an individually negotiated employment agreement
or contract.
In cases before a single arbitrator, a non-refundable filing fee capped in the amount of $200 is
payable in full by the employee when a claim is filed, unless the plan provides that the employee
pay less. A non-refundable fee in the amount of $1350 is payable in full by the employer, unless
the plan provides that the employer pay more.
In cases before three or more arbitrators, a non-refundable filing fee capped in the amount of
$200 is payable in full by the employee when a claim is filed, unless the plan provides that the
employee pay less. A non-refundable fee in the amount of $1,800 is payable in full by the
employer, unless the plan provides that the employer pay more.
The employer’s share is due as soon as the employee meets his or her filing requirements, even
if the matter settles.
There shall be no filing fee charged for a counterclaim. If a determination is made that the
dispute arises out of an individually-negotiated employment agreement, the filing fee for a
counterclaim will be charged in accordance with the fee schedules below for disputes arising out
of individually negotiated employment agreements.
The above fee schedule will also apply where the employer files on behalf of the employee
pursuant to the terms of the employer promulgated plan.
In cases before a single arbitrator, a non-refundable fee in the amount of $1550 is payable in full
by the employer.
In cases before three or more arbitrators, a non-refundable fee in the amount of $2000 is
payable in full by the employer.
There shall be no filing fee charged for a counterclaim. If a determination is made that the
dispute arises out of an individually-negotiated employment agreement, the filing fee for a
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counterclaim will be charged in accordance with the fee schedules below for disputes arising out
of individually-negotiated employment agreements.
For each day of hearing held before a multi-arbitrator panel, an administrative fee of $500 is
payable by the employer.
There is no AAA hearing fee for the initial Arbitration Management Conference.
A fee of $250 is payable by a party causing a postponement of any hearing scheduled before a
multi-arbitrator panel.
(vi) Expenses
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator, shall be borne by the employer.
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payment schedule, and the Flexible Fee Schedule has a three-payment schedule which offers
lower initial filing fees, but potentially higher total administrative fees of approximately 12% to
19% for cases that proceed to a hearing. The administrative fees of the AAA are based on the
amount of the claim or counterclaim. Arbitrator compensation is not included in this schedule.
Unless the parties agree otherwise, arbitrator compensation and administrative fees are subject
to allocation by the arbitrator in the award.
In an effort to make arbitration costs reasonable for consumers, the AAA has a separate fee
schedule for consumer-related disputes. Please refer to Section C-8 of the Supplementary
Procedures for Consumer-Related Disputes when filing a consumer-related claim. Note that the
Flexible Fee Schedule is not available on cases administered under these supplementary
procedures.
The AAA applies the Supplementary Procedures for Consumer-Related Disputes to arbitration
clauses in agreements between individual consumers and businesses where the business has a
standardized, systematic application of arbitration clauses with customers and where the terms
and conditions of the purchase of standardized, consumable goods or services are non-
negotiable or primarily non-negotiable in most or all of its terms, conditions, features, or choices.
The product or service must be for personal or household use. The AAA will have the discretion
to apply or not to apply the Supplementary Procedures and the parties will be able to bring any
disputes concerning the application or non-application to the attention of the arbitrator.
Consumers are not prohibited from seeking relief in a small claims court for disputes or claims
within the scope of its jurisdiction, even in consumer arbitration cases filed by the business.
Fees for incomplete or deficient filings: Where the applicable arbitration agreement does not
reference the AAA, the AAA will attempt to obtain the agreement of the other parties to the
dispute to have the arbitration administered by the AAA. However, where the AAA is unable to
obtain the agreement of the parties to have the AAA administer the arbitration, the AAA will
administratively close the case and will not proceed with the administration of the arbitration. In
these cases, the AAA will return the filing fees to the filing party, less the amount specified in the
fee schedule below for deficient filings.
Parties that file demands for arbitration that are incomplete or otherwise do not meet the filing
requirements contained in these Rules shall also be charged the amount specified below for
deficient filings if they fail or are unable to respond to the AAA's request to correct the
deficiency.
Fees for additional services: The AAA reserves the right to assess additional administrative fees
for services performed by the AAA beyond those provided for in these Rules which may be
required by the parties' agreement or stipulation.
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Amount of Claim Initial Filing Fee Final Fee
Additional Services4
1
This fee is applicable when a claim or counterclaim is not for a monetary amount. Where a monetary
claim amount is not known, parties will be required to state a range of claims or be subject to a filing fee of
$10,200.
2
This fee is applicable where a party makes a demand for treatment of a claim, counterclaim, or additional
claim as a collective action arbitration.
3
The Deficient Claim Filing Fee shall not be charged in cases filed by a consumer in an arbitration
governed by the Supplementary Procedures for the Resolution of Consumer-Related Disputes, or in
cases filed by an Employee who is submitting their dispute to arbitration pursuant to an employer
promulgated plan.
4
The AAA may assess additional fees where procedures or services outside the Rules sections are
required under the parties' agreement or by stipulation.
Fees are subject to increase if the amount of a claim or counterclaim is modified after the initial
filing date. Fees are subject to decrease if the amount of a claim or counterclaim is modified
before the first hearing.
The minimum fees for any case having three or more arbitrators are $2,800 for the Initial Filing
Fee, plus a $1,250 Final Fee. Expedited Procedures are applied in any case where no disclosed
claim or counterclaim exceeds $75,000, exclusive of interest and arbitration costs.
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Parties on cases filed under either the Flexible Fee Schedule or the Standard Fee Schedule that
are held in abeyance for one year will be assessed an annual abeyance fee of $300. A case
may only be held in abeyance after the filing fees have been paid. If a party refuses to pay the
assessed fee, the other party or parties may pay the entire fee on behalf of all parties, otherwise
the matter will be administratively closed.
For more information, please contact your local AAA office, case management center, or our
Customer Service desk at 1-800-778-7879.
> 100% of the filing fee, above the minimum fee, will be refunded if the case is settled or
withdrawn within five calendar days of filing.
> 50% of the filing fee, will be refunded if the case is settled or withdrawn between six
and 30 calendar days of filing.
> 25% of the filing fee will be refunded if the case is settled or withdrawn between 31 and
60 calendar days of filing.
No refund will be made once an arbitrator has been appointed (this includes one arbitrator or a
three-arbitrator panel). No refunds will be granted on awarded cases.
Note: The date of receipt of the demand for arbitration with the AAA will be used to
calculate refunds of filing fees for both claims and counterclaims.
If a Proceed Fee is not submitted within ninety (90) days of the filing of the Claimant's Demand
for Arbitration, the Association will administratively close the file and notify all parties.
No refunds or refund schedule will apply to the Filing or Proceed Fees once received.
The Flexible Fee Schedule below also may be utilized for the filing of counterclaims. However,
as with the Claimant's claim, the counterclaim will not be presented to the arbitrator until the
Proceed Fee is paid.
A Final Fee will be incurred for all claims and/or counterclaims that proceed to their first hearing.
This fee will be payable in advance when the first hearing is scheduled, but will be refunded at
the conclusion of the case if no hearings have occurred. However, if the Association is not
notified of a cancellation at least 24 hours before the time of the scheduled hearing, the Final
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Fee will remain due and will not be refunded.
Above $5,000,000 to
$3,500 $8,200 $4,000
$10,000,000
Additional Services3
1
This fee is applicable when a claim or counterclaim is not for a monetary amount. Where a monetary
claim amount is not known, parties will be required to state a range of claims or be subject to a filing fee of
$3,500 and a proceed fee of $8,200.
2
This fee is applicable where a party makes a demand for treatment of a claim, counterclaim, or additional
claim as a collective action arbitration.
3
The AAA reserves the right to assess additional administrative fees for services performed by the AAA
beyond those provided for in these Rules and which may be required by the parties' agreement or
stipulation.
For more information, please contact your local AAA office, case management center, or our
Customer Service desk at 1-800-778-7879. All fees are subject to increase if the amount of a
claim or counterclaim is modified after the initial filing date. Fees are subject to decrease if the
amount of a claim or counterclaim is modified before the first hearing.
The minimum fees for any case having three or more arbitrators are $1,000 for the Initial Filing
Fee; $2,125 for the Proceed Fee; and $1,250 for the Final Fee.
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Under the Flexible Fee Schedule, a party's obligation to pay the Proceed Fee shall remain in
effect regardless of any agreement of the parties to stay, postpone or otherwise modify the
arbitration proceedings. Parties that, through mutual agreement, have held their case in
abeyance for one year will be assessed an annual abeyance fee of $300. If a party refuses to
pay the assessed fee, the other party or parties may pay the entire fee on behalf of all parties,
otherwise the matter will be closed.
Note: The date of receipt by the AAA of the demand for arbitration will be used to
calculate the ninety (90) day time limit for payment of the Proceed Fee.
(vi) Expenses
All expenses of the arbitrator, including required travel and other expenses, and any AAA
expenses, as well as the costs relating to proof and witnesses produced at the direction of the
arbitrator, shall be borne equally by the parties.
For Disputes Proceeding Under the Supplementary Rules for Class Action
Arbitration ("Supplementary Rules"):
The AAA's Administered Fee Schedule, as listed in Section 11 of the Supplementary Rules for
Class Action Arbitration, shall apply to disputes proceeding under the Supplementary Rules.
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O-2. Appointment of Emergency Arbitrator
Within one business day of receipt of notice as provided in Section O-1, the AAA shall appoint a
single emergency arbitrator from a special AAA panel of emergency arbitrators designated to
rule on emergency applications. The emergency arbitrator shall immediately disclose any
circumstance likely, on the basis of the facts disclosed in the application, to affect such
arbitrator's impartiality or independence. Any challenge to the appointment of the emergency
arbitrator must be made within one business day of the communication by the AAA to the parties
of the appointment of the emergency arbitrator and the circumstances disclosed.
O-3. Schedule
The emergency arbitrator shall as soon as possible, but in any event within two business days of
appointment, establish a schedule for consideration of the application for emergency relief. Such
schedule shall provide a reasonable opportunity to all parties to be heard, but may provide for
proceeding by telephone conference or on written submissions as alternatives to a formal
hearing.
O-6. Security
Any interim award of emergency relief may be conditioned on provision by the party seeking
such relief of appropriate security.
O-8. Costs
The costs associated with applications for emergency relief shall be apportioned in the same
manner as set forth in the Costs of Arbitration section.
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Employment Mediation Procedures
M-1. Agreement of Parties
Whenever, by stipulation or in their contract, the parties have provided for mediation or
conciliation of existing or future disputes under the auspices of the American Arbitration
Association (AAA) or under these procedures, the parties and their representatives, unless
agreed otherwise in writing, shall be deemed to have made these procedures , as amended and
in effect as of the date of filing of a request for mediation, a part of their agreement and
designate the AAA as the administrator of their mediation.
The parties by mutual agreement may vary any part of these procedures including, but not
limited to, agreeing to conduct the mediation via telephone or other electronic or technical
means.
The party initiating the mediation shall simultaneously notify the other party or parties of the
request. The initiating party shall provide the following information to the AAA and the other
party or parties as applicable:
i. A copy of the mediation provision of the parties' contract or the parties' stipulation to
mediate.
ii. ii. The names, regular mail addresses, email addresses (if available), and telephone
numbers of all parties to the dispute and representatives, if any, in the mediation.
iii. A brief statement of the nature of the dispute and the relief requested.
Where there is no preexisting stipulation or contract by which the parties have provided for
mediation of existing or future disputes under the auspices of the AAA, a party may request the
AAA to invite another party to participate in "mediation by voluntary submission". Upon receipt of
such a request, the AAA will contact the other party or parties involved in the dispute and
attempt to obtain a submission to mediation.
M-3. Fixing of Locale (the city, county, state, territory and, if applicable,
country of the mediation)
i. When the parties' agreement to mediate is silent with respect to locale and the parties are
unable to agree upon a locale, the AAA shall have the authority to consider the parties'
arguments and determine the locale.
ii. When the parties' agreement to mediate requires a specific locale, absent the parties'
agreement to change it, the locale shall be that specified in the agreement to mediate.
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iii. If the reference to a locale in the agreement to mediate is ambiguous, the AAA shall have the
authority to consider the parties' arguments and determine the locale.
M-4. Representation
Any party may participate without representation (pro-se), or by any representative of that
party's choosing, or by counsel, unless such choice is prohibited by applicable law. A party
intending to have representation shall notify the other party and the AAA of the name, telephone
number and address, and email address if available of the representative.
i. Upon receipt of a request for mediation, the AAA will send to each party a list of
mediators from the AAA's Panel of Mediators. The parties are encouraged to agree to a
mediator from the submitted list and to advise the AAA of their agreement.
ii. ii. If the parties are unable to agree upon a mediator, each party shall strike
unacceptable names from the list, number the remaining names in order of preference,
and return the list to the AAA. If a party does not return the list within the time specified,
all mediators on the list shall be deemed acceptable to that party. From among the
mediators who have been mutually approved by the parties, and in accordance with the
designated order of mutual preference, the AAA shall invite a mediator to serve.
iii. If the parties fail to agree on any of the mediators listed, or if acceptable mediators are
unable to serve, or if for any other reason the appointment cannot be made from the
submitted list, the AAA shall have the authority to make the appointment from among
other members of the Panel of Mediators without the submission of additional lists.
Prior to accepting an appointment, AAA mediators are required to make a reasonable inquiry to
determine whether there are any facts that a reasonable individual would consider likely to
create a potential or actual conflict of interest for the mediator. AAA mediators are required to
disclose any circumstance likely to create a presumption of bias or prevent a resolution of the
parties' dispute within the time-frame desired by the parties. Upon receipt of such disclosures,
the AAA shall immediately communicate the disclosures to the parties for their comments.
The parties may, upon receiving disclosure of actual or potential conflicts of interest of the
mediator, waive such conflicts and proceed with the mediation. In the event that a party
33
disagrees as to whether the mediator shall serve, or in the event that the mediator's conflict of
interest might reasonably be viewed as undermining the integrity of the mediation, the mediator
shall be replaced.
M-7. Vacancies
If any mediator shall become unwilling or unable to serve, the AAA will appoint another
mediator, unless the parties agree otherwise, in accordance with section M-5.
ii. ii. The mediator is authorized to conduct separate or ex parte meetings and other
communications with the parties and/or their representatives, before, during, and after
any scheduled mediation conference. Such communications may be conducted via
telephone, in writing, via email, online, in person or otherwise.
iii. The parties are encouraged to exchange all documents pertinent to the relief requested.
The mediator may request the exchange of memoranda on issues, including the
underlying interests and the history of the parties' negotiations. Information that a party
wishes to keep confidential may be sent to the mediator, as necessary, in a separate
communication with the mediator.
iv. The mediator does not have the authority to impose a settlement on the parties but will
attempt to help them reach a satisfactory resolution of their dispute. Subject to the
discretion of the mediator, the mediator may make oral or written recommendations for
settlement to a party privately or, if the parties agree, to all parties jointly.
v. In the event a complete settlement of all or some issues in dispute is not achieved within
the scheduled mediation session(s), the mediator may continue to communicate with the
parties, for a period of time, in an ongoing effort to facilitate a complete settlement.
vi. The mediator is not a legal representative of any party and has no fiduciary duty to any
party.
vii. The mediator shall set the date, time, and place for each session of the mediation
conference. The parties shall respond to requests for conference dates in a timely
manner, be cooperative in scheduling the earliest practicable date, and adhere to the
established conference schedule. The AAA shall provide notice of the conference to the
parties in advance of the conference date, when timing permits.
Prior to and during the scheduled mediation conference session(s) the parties and their
representatives shall, as appropriate to each party's circumstances, exercise their best efforts to
prepare for and engage in a meaningful and productive mediation.
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M-10. Privacy
Mediation sessions and related mediation communications are private proceedings. The parties
and their representatives may attend mediation sessions. Other persons may attend only with
the permission of the parties and with the consent of the mediator.
M-11. Confidentiality
Subject to applicable law or the parties' agreement, confidential information disclosed to a
mediator by the parties or by other participants (witnesses) in the course of the mediation shall
not be divulged by the mediator. The mediator shall maintain the confidentiality of all information
obtained in the mediation, and all records, reports, or other documents received by a mediator
while serving in that capacity shall be confidential.
The mediator shall not be compelled to divulge such records or to testify in regard to the
mediation in any adversary proceeding or judicial forum.
The parties shall maintain the confidentiality of the mediation and shall not rely on, or introduce
as evidence in any arbitral, judicial, or other proceeding the following, unless agreed to by the
parties or required by applicable law:
ii. Admissions made by a party or other participant in the course of the mediation
proceedings;
iv. The fact that a party had or had not indicated willingness to accept a proposal for
settlement made by the mediator.
ii. By a written or verbal declaration of the mediator to the effect that further efforts at
mediation would not contribute to a resolution of the parties' dispute; or
iii. By a written or verbal declaration of all parties to the effect that the mediation
proceedings are terminated; or
iv. When there has been no communication between the mediator and any party or party's
representative for 21 days following the conclusion of the mediation conference.
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M-14. Exclusion of Liability
Neither the AAA nor any mediator is a necessary party in judicial proceedings relating to the
mediation. Neither the AAA nor any mediator shall be liable to any party for any error, act or
omission in connection with any mediation conducted under these procedures. Parties to a
mediation under these procedures may not call the mediator, the AAA or AAA employees as a
witness in litigation or any other proceeding relating to the mediation. The mediator, the AAA
and AAA employees are not competent to testify as witnesses in any such proceeding.
M-16. Deposits
Unless otherwise directed by the mediator, the AAA will require the parties to deposit in advance
of the mediation conference such sums of money as it, in consultation with the mediator, deems
necessary to cover the costs and expenses of the mediation and shall render an accounting to
the parties and return any unexpended balance at the conclusion of the mediation.
M-17. Expenses
All expenses of the mediation, including required traveling and other expenses or charges of the
mediator, shall be borne equally by the parties unless they agree otherwise. The expenses of
participants for either side shall be paid by the party requesting the attendance of such
participants.
The cost of mediation is based on the hourly or daily mediation rate published on the mediator's
AAA profile. This rate covers both mediator compensation and an allocated portion for the
AAA's services. There is a four-hour or one half-day minimum charge for a mediation
conference. Expenses referenced in Section M-17 may also apply.
If a matter submitted for mediation is withdrawn or cancelled or results in a settlement after the
request to initiate mediation is filed but prior to the mediation conference the cost is $200 plus
any mediator time and charges incurred. These costs shall be borne by the initiating party
unless the parties agree otherwise.
If you have questions about mediation costs or services visit www.aaamediation.com or contact
your local AAA office.
© 2013 American Arbitration Association, Inc. All rights reserved. These Rules are the copyrighted property of the
American Arbitration Association (AAA) and are intended to be used in conjunction with the AAA's administrative
services. Any unauthorized use or modification of these Rules may violate copyright laws and other applicable laws.
Please contact 800.778.7879 or [email protected] for additional information.
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EXHIBIT D
JAMS Employment Arbitration Rules & Procedures
Effective July 1, 2014
Table of Contents
Rule 1. Scope of Rules
Rule 2. Party Self-Determination
Rule 3. Amendment of Rules
Rule 4. Conflict with Law
Rule 5. Commencing an Arbitration
Rule 6. Preliminary and Administrative Matters
Rule 7. Number and Neutrality of Arbitrators; Appointment and Authority of
Chairperson
Rule 8. Service
Rule 9. Notice of Claims
Rule 10. Changes of Claims
Rule 11. Interpretation of Rules and Jurisdictional Challenges
Rule 12. Representation
Rule 13. Withdrawal from Arbitration
Rule 14. Ex Parte Communications
Rule 15. Arbitrator Selection, Disclosures and Replacement
Rule 16. Preliminary Conference
Rule 17. Exchange of Information
Rule 18. Summary Disposition of a Claim or Issue
Rule 19. Scheduling and Location of Hearing
Rule 20. Pre-Hearing Submissions
Rule 21. Securing Witnesses and Documents for the Arbitration Hearing
Rule 22. The Arbitration Hearing
Rule 23. Waiver of Hearing
Rule 24. Awards
Rule 25. Enforcement of the Award
Rule 26. Confidentiality and Privacy
Rule 27. Waiver
Rule 28. Settlement and Consent Award
Rule 29. Sanctions
Rule 30. Disqualification of the Arbitrator as a Witness or Party and Exclusion
of Liability
Rule 31. Fees
Rule 32. Bracketed (or High-Low) Arbitration Option
Rule 33. Final Offer (or Baseball) Arbitration Option
Rule 34. Optional Arbitration Appeal Procedure
(i) A post-dispute Arbitration Agreement fully executed by all Parties specifying JAMS
administration or use of any JAMS Rules; or
(ii) A pre-dispute written contractual provision requiring the Parties to arbitrate the
employment dispute or claim and specifying JAMS administration or use of any JAMS Rules
or that the Parties agree shall be administered by JAMS; or
(iii) A written confirmation of an oral agreement of all Parties to participate in an Arbitration
administered by JAMS or conducted pursuant to any JAMS Rules; or
(iv) The Respondent's failure to timely object to JAMS administration; or
(b) The issuance of the Commencement Letter confirms that requirements for commencement have been met, that
JAMS has received all payments required under the applicable fee schedule and that the Claimant has provided
JAMS with contact information for all Parties along with evidence that the Demand for Arbitration has been served
on all Parties.
(c) If a Party that is obligated to arbitrate in accordance with subparagraph (a) of this Rule fails to agree to
participate in the Arbitration process, JAMS shall confirm in writing that Party's failure to respond or participate, and,
pursuant to Rule 19, the Arbitrator, once appointed, shall schedule, and provide appropriate notice of, a Hearing or
other opportunity for the Party demanding the Arbitration to demonstrate its entitlement to relief.
(d) The date of commencement of the Arbitration is the date of the Commencement Letter but is not intended to be
applicable to any legal requirements such as the statute of limitations, any contractual limitations period or claims
notice requirements. The term "commencement," as used in this Rule, is intended only to pertain to the operation of
this and other Rules (such as Rule 3, 13(a), 17(a), 31(a)).
(i) If a Party files more than one Arbitration with JAMS, JAMS may consolidate the
Arbitrations into a single Arbitration.
(ii) Where a Demand or Demands for Arbitration is or are submitted naming Parties already
involved in another Arbitration or Arbitrations pending under these Rules, JAMS may decide
that the new case or cases shall be consolidated into one or more of the pending
proceedings and referred to one of the Arbitrators or panels of Arbitrators already
appointed.
(iii) Where a Demand or Demands for Arbitration is or are submitted naming parties that are
not identical to the Parties in the existing Arbitration or Arbitrations, JAMS may decide that
the new case or cases shall be consolidated into one or more of the pending proceedings
When rendering its decision, JAMS will take into account all circumstances, including the links between the cases
and the progress already made in the existing Arbitrations.
Unless applicable law provides otherwise, where JAMS decides to consolidate a proceeding into a pending
Arbitration, the Parties to the consolidated case or cases will be deemed to have waived their right to designate an
Arbitrator as well as any contractual provision with respect to the site of the Arbitration.
(f) Where a third party seeks to participate in an Arbitration already pending under these Rules or where a Party to
an Arbitration under these Rules seeks to compel a third party to participate in a pending Arbitration, the Arbitrator
shall determine such request, taking into account all circumstances he or she deems relevant and applicable.
Rule 8. Service
(a) The Arbitrator may at any time require electronic filing and service of documents in an Arbitration. If an
Arbitrator requires electronic filing, the Parties shall maintain and regularly monitor a valid, usable and live email
address for the receipt of all documents filed through JAMS Electronic Filing System. Any document filed
electronically shall be considered as filed with JAMS when the transmission to JAMS Electronic Filing System is
complete. Any document e-filed by 11:59 p.m. (of the sender's time zone) shall be deemed filed on that date. Upon
completion of filing, JAMS Electronic Filing System shall issue a confirmation receipt that includes the date and time
of receipt. The confirmation receipt shall serve as proof of filing.
(b) Every document filed with JAMS Electronic Filing System shall be deemed to have been signed by the Arbitrator,
Case Manager, attorney or declarant who submits the document to JAMS Electronic Filing System, and shall bear
the typed name, address and telephone number of a signing attorney. Documents containing signatures of third
parties (i.e., unopposed motions, affidavits, stipulations, etc.) may also be filed electronically by indicating that the
original signatures are maintained by the filing Party in paper format.
(c) Delivery of e-service documents through JAMS Electronic Filing System to other registered users shall be
considered as valid and effective service and shall have the same legal effect as an original paper document.
Recipients of e-service documents shall access their documents through JAMS Electronic Filing System. E-service
shall be deemed complete when the Party initiating e-service completes the transmission of the electronic
document(s) to JAMS Electronic Filing System for e-filing and/or e-service. Upon actual or constructive receipt of
the electronic document(s) by the Party to be served, a Certificate of Electronic Service shall be issued by JAMS
Electronic Filing System to the Party initiating e-service, and that Certificate shall serve as proof of service. Any
Party who ignores or attempts to refuse e-service shall be deemed to have received the electronic document(s) 72
hours following the transmission of the electronic document(s) to JAMS Electronic Filing System.
(d) If an electronic filing or service does not occur because of (1) an error in the transmission of the document to
JAMS Electronic Filing System or served Party which was unknown to the sending Party; (2) a failure to process the
electronic document when received by JAMS Electronic Filing System; (3) the Party was erroneously excluded from
the service list; or (4) other technical problems experienced by the filer, the Arbitrator or JAMS may, for good cause
(e) Any claim or counterclaim to which no response has been served will be deemed denied.
(f) Jurisdictional challenges under Rule 11 shall be deemed waived, unless asserted in a response to a Demand or
counterclaim or promptly thereafter, when circumstances first suggest an issue of arbitrability.
Rule 21. Securing Witnesses and Documents for the Arbitration Hearing
WWW.PARADIGMAGENCY.COM
Dear New Employee!
It is my pleasure to welcome you to Paradigm and wish you the best of luck in advancing your
career with us.
You are joining the fastest growing agency in the entertainment industry which has been
achieved with a “client first” philosophy. We commit ourselves to a work ethic that demands
meticulous attention to detail, teamwork and determination to achieve the goals and aspirations
of our clients. We encourage you to take tremendous pride in all the little things you do as well
as the big, so that everything is done with a sense of purpose and dignity.
The tradition you are joining goes all the way back to the halcyon days of Hollywood. Our
magnificent campus, which has been distinguished as an Historical Landmark, was built in 1932
by legendary moguls Lew Wasserman and Jules Stein as the headquarters for MCA, one of the
original ‘Major Agencies’ in the business. MCA was so dominant in its time that it actually
morphed into a major movie studio which you know today as Universal Studios.
You can feel the energy and excitement of old Hollywood meeting today’s cutting edge digital
world within our corridors, where history is being written for today’s stars on a daily basis.
You are joining a special team at a great time and I want you to know that your personal
contributions will directly impact the growth and success of Paradigm.
I look forward to meeting you personally and watching you take the necessary steps to create
your own success with us.
Sam Gores
Chairman
INTRODUCTORY STATEMENT
This Employee Handbook is designed to acquaint you with PARADIGM (or the “Company”)
and provide you with information about our policies and procedures. The policies in this
Handbook are guidelines only and exceptions may be made when, as determined by the
Company, circumstances so require. The Company reserves the right to consider each case
separately and make unprecedented decisions as deemed appropriate. Therefore it is important
that you consult with the Human Resources Department before taking actions on any policy or
procedure.
If you should need clarification or further explanation of any policies and/or procedures, please
contact Human Resources with your questions or concerns.
Please read this handbook thoroughly and keep it for future reference and for filing any updates.
This handbook supersedes all previous agency policies and practices, both written and unwritten.
TABLE OF CONTENTS
STANDARDS OF CONDUCT: 13
-Employee Conduct and Work Rules
-Workplace Violence Prevention
-Drug and Alcohol Abuse
-Personal Appearance
OPERATIONAL CONSIDERATIONS: 17
-Safety
-Use of Equipment
-Computers, Computer Files and Electronic Equipment
-Internet Usage/Unauthorized Use of Information Systems
-Workplace Monitoring
-Company Property
-Use of Phone and Mail Systems
-Cellular Phones and Similar Devices
-Smoking
-Business Travel and Expenses
-Visitors in Workplace
-Solicitation
-Life-Threatening Illnesses in Workplace
-Corporate Communication, Public Relations and Social Media
-Emergency Closings
EMPLOYEE BENEFITS: 26
-Holidays
-Vacation Time and Sick Leave for Non-Exempt Employees
-Professional Time Off for Exempt Employees
-Health Insurance
-Benefits Continuation (COBRA)
-Worker’s Compensation Insurance
-410(k) Savings Plan
-Family Medical Leave
-Pregnancy Disability Leave- California Employees
-Paid Family Leave
-Bereavement Leave
-Jury/Witness Duty
-Time Off to Vote
-Military Leave
-Military Spousal Leave
-Other Leaves of Absence
TERMINATION OF EMPLOYMENT: 37
-Return of Property
-Employment Reference Checks
-Arbitration of Disputes
PARADIGM will make reasonable accommodations for qualified individuals with known
disabilities to enable employees to perform the essential functions of their position unless doing
so would result in an undue hardship for the company.
Any employee with questions or concerns about any type of discrimination in the workplace is
encouraged to bring these issues to the attention of his or her immediate supervisor, Human
Resources or the Chairman. Employees can raise concerns and make reports without fear of
reprisal. Anyone found to be engaging in any unlawful discrimination will be subject to
disciplinary action up to, and including, termination of employment. This policy governs all
aspects of employment, including but not limited to selection, job assignment, compensation,
discipline, termination and access to benefits and training.
In compliance with the Immigration Reform and Control Act of 1986, each new employee, as a
condition of employment, must complete the Employment Eligibility Verification Form I-9 and
present documentation establishing identity and employment eligibility. Former employees who
are rehired must also complete the form if they have not completed an I-9 with PARADIGM
within the past three years or if their previous I-9 is no longer retained or valid.
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Employees with questions or seeking more information on immigration law issues are
encouraged to contact Human Resources. Employees may raise questions or complaints about
immigration law compliance without fear of reprisal.
Should an employee be found to have exhibited harassing behavior, disciplinary actions up to,
and including, discharge will occur. Examples of such harassing behavior include, but are not
limited to:
• Verbal abuse of a sexual nature, sexually related comments and joking, graphic or
degrading comments about an employee’s appearance
• Verbal harassment regarding an individual’s race, sex, color, national origin, religion,
sexual orientation, or age, or any other category protected by applicable laws, such as,
but not limited to, epithets, derogatory comments or slurs, profanity, gestures, racial
jokes or forms of address
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• Undesirable work assignments due to race, color, sex, national origin, age, religion,
etc.
• The use of sexual behavior to implicitly threaten, coerce, influence or affect the
employment, job status, salary or performance of another employee
Any employee who wants to report an incident of sexual or other unlawful harassment or
discrimination by an employee or third party should promptly report to his or her immediate
supervisor. If the employee’s supervisor is unavailable or the employee believes it would be
inappropriate to contact that person, the employee should immediately contact Human Resources
or the Chairman of the Company. Employees are assured that they will not be retaliated against
for bringing any incident of harassment to the attention of PARADIGM.
Any supervisor or manager who becomes aware of possible sexual or other unlawful harassment
should promptly advise Human Resources.
Complaints will be investigated promptly and will be kept as confidential as possible. When the
investigation is completed, employees will be informed of the outcome. Appropriate disciplinary
action, ranging from verbal or written warning up to, and including, discharge will be taken,
depending upon the circumstances, against any employee found to have engaged in such
unlawful harassing or discriminatory conduct.
Disability Accommodation
PARADIGM is committed to ensuring equal opportunity in employment for qualified persons
with disabilities pursuant to all federal, state and local laws. All employment practices and
activities are conducted on a non-discriminatory basis.
Hiring procedures have been reviewed and provide persons with disabilities meaningful
employment opportunities. Pre-employment inquiries are made only regarding an applicant’s
ability to perform the essential duties of the position.
Qualified individuals with disabilities are entitled to equal pay and other forms of compensation
(or changes in compensation) as well as in job assignments, classifications, organizational
structures, position descriptions and lines of progression. Leave of all types will be available to
all employees on an equal basis.
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This policy is neither exhaustive nor exclusive. PARADIGM is committed to taking all other
actions necessary to ensure equal employment opportunity for persons with disabilities in
accordance with all applicable federal, state and local laws.
Employment Categories
It is the intent of PARADIGM to clarify the definitions of employment classifications so that
employees understand their employment status and benefit eligibility. These classifications do
not guarantee employment for any specified period of time and are not intended to alter the “at-
will” nature of the employment relationship. Accordingly, in the absence of a written
employment contract signed by both the employee and the EVP of Business Affairs, the right to
terminate the employment relationship at will at any time, with or without cause, is retained by
both the employee and the Company.
Each employee is designated as either NON-EXEMPT or EXEMPT from federal and state wage
and hour laws. Non-exempt employees are entitled to overtime pay under the specific provisions
of federal and state laws. Exempt employees are excluded from specific provisions of federal
and state wage and hour laws. An employee’s exempt or non-exempt classification may be
changed only upon written notification by PARADIGM management.
In addition to the above categories, each employee will belong to one other employment
category:
REGULAR FULL-TIME employees are those who are regularly scheduled to work 40 hours or
more per week for a period of indefinite duration. Generally, they are eligible for PARADIGM’s
benefit package, subject to the terms, conditions and limitations of each benefit program.
PART-TIME employees are those who are not regularly scheduled to work a full-time schedule
and/or regularly work less than 30 hours per week. While they do receive all legally mandated
benefits (such as Social Security and workers’ compensation insurance), they are ineligible for
all of PARADIGM’s other benefit programs, except as expressly provided herein.
TEMPORARY employees are those who are hired as interim replacements, to temporarily
supplement the work force, or to assist in the completion of a specific project. Employment
assignments in this category are of a limited duration. Employment beyond any initially stated
period does not in any way imply a change in employment status. Temporary employees retain
that status unless and until notified of a change. Only those legally mandated benefits will be
provided to temporary employees.
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Employment Policies and Practices
The continued success of the Company is dependent upon our clients’ trust and we are dedicated
to preserving that trust. Employees owe a duty to PARADIGM, its clients and business
relationships to act in a way that will merit the continued trust and confidence of the
entertainment community.
PARADIGM will comply with all applicable laws and regulations and expects its agents, officers
and employees to conduct business in accordance with the letter, spirit and intent of all relevant
laws and to refrain from any illegal, dishonest or unethical conduct.
In general, the use of good judgment, based on high ethical principles, will guide employees with
respect to lines of acceptable conduct. If a situation arises where it is difficult to determine the
proper course of action, the matter should be discussed openly with your immediate supervisor
and Human Resources for advice and consultation.
Compliance with this policy of business ethics and conduct is the responsibility of every
employee. Disregarding or failing to comply with the standard of business ethics and conduct
could lead to disciplinary action up to, and including, termination of employment.
Confidentiality of Information
All employees must maintain the highest degree of confidentiality when handling client affairs.
In order to maintain this professional confidence, no employee shall disclose client information
to outsiders, including the client’s own employees or contractors, other clients, third parties or
the employee’s own family. All inquiries from outside parties regarding any type of information
concerning the affairs or business information of PARADIGM or its clients should be directed to
Corporate Communications or the Chairman.
Employees will have access to, acquire and become acquainted with trade secrets, confidential
information and property relating to the Company and its clients’ businesses. All information
obtained in the course of employment is to be used for conducting Company business only.
Never discuss or disclose such trade secrets, confidential information or property, either directly
or indirectly, with or in the presences of persons outside the Company, either during employment
or any time thereafter, except as required when performing Company business. Information in
any form, including but not limited to documents, e-mails, videos, lists, computer print-outs and
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disks, studies, reports, drafts, pictures, charts, maps, drawings, programs, equipment, blueprints,
vendor lists, customer lists, compensation data, customer preferences, client billing information,
all financial reports, customer products, customer services, marketing concepts, all payroll
information, records, files and other material pertinent to PARADIGM or its customers, may not
be removed from the facilities without the advance permission of management. All such
information should be returned upon termination of employment and this policy of non-
disclosure of confidential information shall survive termination of employment.
The protection of confidential business information and trade secrets is vital to the interests and
the success of PARADIGM. Such confidential information includes, but is not limited to the
following examples:
• client lists
• client information
• compensation data
• computer processes
• computer programs and codes
• financial information
• labor relations strategies
• new materials research
• pending projects and proposals
Work Schedules
Work schedules for employees may vary throughout the organization. Supervisors will advise
employees of their individual work schedules. Staffing needs and operational demands may
necessitate variations in starting and ending times, as well as variations in the total hours that
may be scheduled each day and week.
The regular office hours are as follows: Monday through Friday 9:30 a.m. – 7:00 p.m.
Timekeeping
Accurately recording time worked is the responsibility of every non-exempt employee regardless
of hours worked. Federal and state laws require PARADIGM to keep an accurate record of time
worked in order to calculate employee pay and benefits. “Time worked” is all the time actually
spent on the job performing assigned duties.
Non-exempt employees should accurately record the time they begin and end their work, as well
as the beginning and ending time of each meal period via the Company’s electronic timesheet
system EZLabor. Employees should also record the beginning and ending time of any split shift
or departure from work for personal reasons.
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Altering, falsifying and tampering with time records or recording time on another employee’s
time record may result in disciplinary action up to, and including, termination of employment.
It is the employee’s responsibility to certify the accuracy of all time recorded. The supervisor
will review the time record before submitting it for payroll processing. In addition, if corrections
or modifications are made to the time record, both the employee and the supervisor must verify
the accuracy of the changes to the time record.
Meal periods for non-exempt employees will generally start at 1:00 pm each workday. Any
deviation from this schedule must be reported to Human Resources in advance.
When management approves a short work day, assistants may not forgo a lunch break to further
reduce the work schedule that day. No one may work a shift more than 6 hours without taking
the requisite meal period.
When needing to take a break from scheduled assignments, make sure that workloads,
specifically the telephone, are adequately covered to ensure that our clients and business contacts
are promptly and professionally serviced.
Non-exempt employees are also entitled to two paid 10 minute breaks: one during each four-hour
work period. Breaks are not regularly scheduled so use professional discretion when leaving the
work area for a break and make sure your immediate supervisor is made aware. If you are
unable to take your break please notify your supervisor immediately.
Overtime
When operating requirements or other needs cannot be met during regular working hours, non-
exempt employees may be given the opportunity to request overtime work assignments. The
Company may also require employees to work overtime as necessary. Overtime assignments
will be distributed as equitably as practical to all employees to perform the required work.
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Overtime will only be requested and/or allowed on those rare business occasions where there is a
pressing and timely need. Employees are encouraged to plan their day to avoid last minute tasks
that should be completed within standard business hours.
Overtime compensation is paid to all non-exempt employees in accordance with each state’s
federal and state wage and hour restrictions. Overtime pay is based on actual hours worked.
Time off during sick leave, vacation leave or any leave of absence will not be considered hours
worked for purposes of calculating hours worked for overtime purposes.
Failure to work scheduled overtime or overtime worked without prior authorization from a
Department Head may result in disciplinary action up to, and including, possible termination.
Poor attendance and excessive tardiness that is disruptive (and that is not subject to protected
leaves of absence) may lead to disciplinary action up to, and including, termination. Any
employee returning from an illness/injury of more than 3 consecutive business days may be
asked to provide documentation allowing the return to work.
An employee who is absent for 3 consecutive days without contacting his or her supervisor or
Human Resources, may be considered to have abandoned the position and to have voluntarily
terminated employment.
Paydays
Paydays are the 15th and the last day of each month, or the previous workday if those dates fall
on a holiday or weekend. Each paycheck will include earnings for all work regularly scheduled
through the end of the current payroll period.
All overtime due for the current pay week will be paid in the next payroll period.
Pay Deductions
The law requires that PARADIGM make certain deductions from every employee’s
compensation. Among these are applicable federal, state and if applicable, local income taxes.
The Company also must deduct Social Security taxes on each employee’s earnings up to a
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specified limit that is called the Social Security “wage base.” The Company matches the amount
of Social Security taxes paid by each employee. Each state legislates its own applicable
unemployment wage base. Contact Human Resources for unemployment wage base amounts.
PARADIGM offers programs and benefits beyond those required by law. Eligible employees
may voluntarily authorize deductions from their paychecks to cover the costs of participation in
these programs such as insurance and 401(k) plans.
If you have questions concerning why deductions were made from your paycheck or how they
were calculated, Human Resources can assist in answering your questions.
In the unlikely event that there is an error in the amount of pay, the employee should promptly
bring the discrepancy to the attention of Human Resources or the CFO so that corrections can be
addressed as quickly as possible.
Personnel files are Company property and access to the information they contain is restricted and
confidential. Generally, only supervisors and management personnel who have a legitimate
reason to review information are allowed to do so. However, with reasonable advance notice,
employees are permitted to review their own files.
Employees who wish to review their own file should contact Human Resources. With
reasonable advance notice, employees may review their own personnel files in PARADIGM’s
offices and in the presence of Human Resources or in the case of our other offices, an individual
appointed by the Company to make these files available via our established interoffice pouch.
Employees may also request a copy of any employment-related documents they have signed.
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Open Door Policy and Complaint Procedure
PARADIGM believes that the work conditions, wages and benefits offered to its employees are
as competitive as possible with those offered by other employers in the area and industry. If
employees have concerns about work conditions or compensation, they are encouraged to voice
these concerns openly and directly to their supervisor, Human Resources or the Chairman.
Experience has shown that when employees deal openly and directly with their supervisor or
management, the work environment can be excellent, communications can be clear and attitudes
can be positive. We believe that PARADIGM amply demonstrates its commitment to employees
by responding effectively to employee concerns.
Employees are also encouraged to share ideas, suggestions, seek information, offer feedback and
resolve issues through a supervisor, Department Head or Human Resources. We continuously
strive to improve your working experience and welcome input.
Any associate of PARADIGM who believes he or she has been subject to any form of
discrimination, including the policy against job-related harassment based upon national origin,
sex, race, religion, disability, age, marital status, sexual orientation or another category protected
by state or federal laws should report the alleged violation immediately to a supervisor or Human
Resources. This also applies to an employee who believes he or she has been subject to
harassment or discrimination by a third-party vendor or client.
The complaint will be kept confidential to the maximum extent possible. Upon a prompt and
thorough investigation, appropriate action will be taken. If PARADIGM determines that an
employee is guilty of harassment or discrimination appropriate disciplinary action will be taken
up to, and including, termination of employment. Alternatively, if the investigation indicates
that an employee willfully and intentionally made a false accusation, he or she will be subject to
disciplinary action up to, and including, termination.
Conflicts of Interest
Employees have an obligation to conduct business within guidelines that prohibit actual or
potential conflicts of interest. This policy establishes only the framework within which
PARADIGM wishes the business to operate. The purpose of these guidelines is to provide
general direction so that employees can seek further clarification on issues related to the subject
of acceptable standards of operation.
Transactions with outside firms must be conducted within a framework established and
controlled by management. Business dealings with outside firms should not result in unusual
gains for those firms. Unusual gain refers to bribes, product bonuses, special fringe benefits,
unusual price breaks and other windfalls designed to ultimately benefit the outside firm, the
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employee or both. Promotional plans that could be interpreted to involve unusual gain require
specific management approval.
Examples of conflict of interest situations may include, but are not limited to, (a) disclosing or
utilizing confidential customer or Company information or trade secrets, (b) soliciting or
diverting business, customers or employees away from PARADIGM or (c) simultaneous
employment by a supplier, competitor or contractor of the Company while also working for
PARADIGM. Such situations must be disclosed immediately to Human Resources. If any
questions arise regarding a potential conflict, the employee should promptly discuss the matter
with Human Resources or the Chairman.
Personal gain may result not only in cases where an employee or relative has a significant
ownership in a firm with which PARADIGM does business, but also when an employee or
relative receives any kickback, bribe, substantial gift or special consideration as a result of any
transaction or business dealings involving PARADIGM.
Neither PARADIGM nor its employees may go into business to compete with clients, especially
using any information supplied to the Company by the client. Neither PARADIGM nor its
employees can share any clients’ confidential information with any other clients, prospects,
suppliers, contractors, the press or anyone else; nor may PARADIGM or its employees use
inside information for personal gain, including but not limited to the purchase or sale of the
assets or stock shares of our clients and suppliers.
Employees found to be violating this policy will be subject to disciplinary action up to, and
including, termination as well as the imposition of all available legal and equitable remedies.
Outside Employment
Subject to the conflict of interest requirements set forth above, an employee may hold a job with
another organization as long as he or she satisfactorily performs his or her responsibilities for
PARADIGM. All employees will be judged by the same performance standards and will be
subject to the Company’s scheduling demands, regardless of any existing outside work
requirements.
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If the Company determines that an employee’s outside work interferes with performance or the
ability to meet the Company’s requirements as they are modified from time to time, the
employee may be asked to terminate the outside employment if he or she wishes to remain with
the Company. In the event an outside job interferes with an employee’s performance at
PARADIGM or creates an actual or potential conflict of interest, the employee may be subject to
dismissal.
Performance Evaluation
Supervisors and employees are strongly encouraged to discuss job performance and goals on an
informal day-to-day basis. Informal performance evaluations may be conducted to provide both
supervisors and employees the opportunity to discuss job tasks, identify and correct weaknesses,
encourage and recognize strengths and discuss positive, purposeful approaches for meeting
goals. Nothing contained in such evaluation is to be construed as a guarantee of continued
employment or to alter the “at-will” nature of the employment relationship.
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Standards of Conduct
Conduct
Employee Conduct and Work Rules
To ensure orderly operations and provide the best possible work environment, PARADIGM
expects employees to follow rules of conduct that will protect the interests and safety of all
employees and the organization.
It is not possible to list all the forms of behavior that are considered unacceptable in the
workplace. The following are examples of infractions of rules of conduct that may result in
disciplinary action up to, and including, immediate termination of employment:
• Excessive unexcused absenteeism or any absences without notice, to the extent not
protected by law
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• Violation of personnel policies, including but not limited to the policies contained in
this Employee Handbook
• Conduct which brings the Company’s reputation into disrepute or otherwise damages
its image of honesty or integrity
• Accepting other employment while employed by the Company that presents a conflict
of interest or otherwise interferes with the employee’s ability to adequately perform
his or her job
Nothing in this policy is intended to create an expectation for progressive discipline nor alter the
fact that employment with PARADIGM is at the mutual consent of the Company and the
employee, and in the absence of a written employment contract, either party may terminate that
relationship at any time, with or without cause, and with or without advance notice or prior
warnings.
All employees, including supervisors and temporary employees, should be treated with courtesy
and respect at all times. Employees are expected to refrain from fighting, “horseplay,” or other
conduct that may be dangerous to others. Firearms, weapons and other dangerous hazardous
devices or substances are prohibited from the premises or PARADIGM.
Conduct that threatens, intimidates or coerces another employee, a client or a member of the
public at any time, including off-duty periods, will not be tolerated. This prohibition includes all
acts of discrimination and harassment, including harassment that is based on an individual’s sex,
race, age or any characteristic protected by federal, state or local law.
All violence, or threats thereof, both direct and indirect, should be reported as soon as possible to
Human Resources, your immediate supervisor or any other member of management. This
includes threats by employees, as well as threats by clients, vendors, solicitors or other members
of the public. When reporting a threat of violence, you should be as specific and detailed as
possible.
All suspicious individuals or activities should also be reported as soon as possible to Human
Resources, a supervisor or any other member of management. Do not place yourself in peril. If
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you see or hear a commotion or disturbance near your work station, do not try to intercede or see
what is happening.
PARADIGM will promptly and thoroughly investigate all reports of violence, or threats thereof,
and of suspicious individuals or activities. Employees can make such reports without fear of
reprisal. The identity of the individual making a report will be protected as much as is practical.
In order to maintain workplace safety and the integrity of the investigation, the Company may
suspend employees, either with or without pay, pending investigation.
Anyone determined to be responsible for violence, or threats thereof or other conduct that is in
violation of these guidelines will be subject to prompt disciplinary action up to, and including,
termination of employment.
PARADIGM encourages employees to bring their disputes or differences with other employees
to the attention of their supervisors or Human Resources before the situation escalates into
potential violence. The Company is eager to assist in the resolution of employee disputes and
will not discipline or retaliate against employees for raising such concerns.
1. Illegal Drugs. Employees are strictly prohibited from engaging in the unlawful sale, use,
distribution, manufacture, possession or transportation of narcotics, illegal drugs or
controlled substances while at the workplace, while conducting Company business or at a
Company event. Employees are also prohibited from being under the influence of any
narcotic, illegal drug or controlled substance at the workplace, while conducting
Company business or at a Company event.
2. Alcohol. Alcohol may not be consumed on Company property and the use of alcohol
during working hours or while conducting Company business is prohibited, with the
exception of PARADIGM sponsored social functions in which alcohol is served.
Reporting to work under the influence of alcohol also is prohibited.
3. Drug Testing. If the Company has reasonable suspicion to suspect any employee of
being under the influence of alcohol or illegal drugs while on duty or prior to going on
duty, that employee may be asked to submit to a urinalysis, which will be conducted at a
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Company-designated medical facility at PARADIGM’s expense. Reasonable suspicion
includes suspicion that is based on specific observation such as of the employee’s
manner, disposition, muscular movement, appearance, behavior, speech or breath odor,
information provided to management by an employee, law enforcement officials, a
security service or other individuals believed to be reliable. Such examination and/or
tests, when requested, will be a condition of employment. Additionally, employees that
occupy safety-sensitive positions or are involved, either directly or indirectly, in an
accident while performing Company business may be subject to drug testing pursuant to
applicable law. If an employee refuses to submit to the requested examination or test, the
employee will be subject to discipline up to, and including, termination of employment.
Disclosures made to PARADIGM concerning use of legal drugs or participation in any drug or
alcohol counseling or rehabilitation program will be treated with confidentiality.
Employees with questions on this policy or issues related to drug and alcohol use in the
workplace should raise their concerns with their supervisor or Human Resources without fear of
reprisal.
Personal Appearance
Dress, grooming and personal cleanliness standards contribute to employee morale and affect the
business image that PARADIGM presents to clients and visitors.
During business hours, employees are expected to present a clean and neat appearance.
Employees who appear for work inappropriately dressed will be sent home and directed to return
to work in proper attire. Under such circumstances, employees will not be compensated for the
time away from work.
Standard business attire is expected each Monday through Thursday. For men, that includes
suits, sports coats, dress shirts, and ties. For women, that includes dresses, skirts, slacks and
other suitable business attire.
Friday has been designated as a Business Casual day. Business Casual dress offers a welcome
alternative to the formality of typical business attire. Other days, such as certain holidays or days
preceding holidays, may be designated as Business Casual days with prior notification from
Human Resources.
Business Casual wear means clean, neat, professional clothing. Blouses and collared button
down shirts are acceptable. Polo shirts and t-shirts are not acceptable. Ties are not required for
men on Fridays. Casual pants, skirts and dresses are allowed on Fridays, but neither jeans nor
leggings will be permitted. All footwear should be professional and closed-toed. Sneakers and
flip-flops will not be allowed.
The following items are never acceptable at Paradigm: jeans, athletic wear, spandex, visible
undergarments, midriff length tops, flip flops, facial piercings and casual attire.
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Operational Considerations
Safety
PARADIGM maintains a workplace safety awareness program. Human Resources is responsible
for implementing, monitoring and evaluating the safety program. Its success depends on the
alertness and personal commitment of all.
The Company will provide information to employees about workplace safety and health issues
through bulletin board postings, e-mails, memos or other written communications. Those with
ideas, concerns or suggestions for improved safety in the workplace are encouraged to raise them
with their supervisor or bring them to the attention of Human Resources. Reports and concerns
about workplace safety issues may be made anonymously if the employee wishes. All reports
can be made without fear of reprisal.
Each employee is expected to obey safety rules and to exercise caution in all work activities.
Employees must immediately report any unsafe condition to Human Resources. Employees who
violate safety standards, who cause hazardous or dangerous situations, or who fail to report, or
where appropriate, remedy such situations may be subject to disciplinary action up to, and
including, termination of employment.
In the case of accidents that result in injury, regardless of how insignificant the injury may
appear, employees should immediately notify Human Resources or the appropriate supervisor.
Such reports are necessary to comply with laws and initiate insurance and workers’
compensation procedures.
Use of Equipment
Equipment essential in accomplishing job duties is often expensive and may be difficult to
replace. When using Company property, employees are expected to exercise care, perform
required maintenance, and follow all operating instructions, safety standards and guidelines.
Please notify the Chief Administrative Officer if any equipment, machines or tools appear to be
damaged, defective or in need of repair. Prompt reporting of damages, defects and the need for
repairs could prevent deterioration of equipment and possible injury to employees or others. The
CAO can answer any questions about an employee’s responsibility for maintenance and care of
equipment used on the job.
The improper, careless, negligent, destructive or unsafe use or operation of equipment can result
in disciplinary action up to, and including, termination of employment.
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including all data files and applications, are the property of PARADIGM. All materials and
information created, transmitted or stored on or through these Information Systems are Company
property and may be accessed by authorized personnel at any time. Users should not have any
expectation of privacy with respect to such Information Systems. Any unauthorized access or
use of the Company’s Information Systems is strictly prohibited.
Remote external access to any PARADIGM email or Information Systems via smartphone or
personal computer is only provided to designated exempt employees.
All system passwords and security codes are Company property and must be available to the
Company. Employees may not use passwords and security codes that are unknown to the
Company. PARADIGM reserves the right to assign and/or change passwords and personal
codes for voice mail, e-mail and computers. No employee shall use the passwords or codes of
another employee in order to gain access to that employee’s e-mail or voice mail
communications unless first authorized to do so by that employee.
Employees are prohibited from using Company information and Information Systems in any way
that may be disruptive, embarrassing or offensive to others, including, but not limited to, the
transmission of sexually explicit messages or cartoons, ethnic or racial slurs or anything that may
be construed as harassment or disparagement of others. PARADIGM’s Policy Against Sexual
and Other Unlawful Harassment/Discrimination applies to all use of Information Systems,
including e-mail and internet usage. E-mail may not be used to solicit others for commercial
ventures, religious or political causes, outside organizations or other non-business matters.
To ensure that the Company’s Information Systems, including electronic and telephone
communication systems and business equipment, are being used properly and in compliance with
this policy, the Company may, with or without notice, periodically access, display, copy or listen
to any messages or communications sent, received, created or stored through or in its systems, in
accordance with applicable law.
All computer software should be installed by PARADIGM. The Company purchases and
licenses the use of various computer software for business purposes and does not own the
copyright to this software or its related documentation. Unless authorized by the software
developer, PARADIGM does not have the right to reproduce such software for use on more than
one computer. Employees may only use software on local area networks or on multiple
machines according to the software license agreement. The Company prohibits the illegal
duplication of software and its related documentation. No software may be installed unless a
proper license is attained. Employees are prohibited from downloading, installing, configuring
or otherwise modifying any executable programs located on any personal computer or file server
without Company approval.
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Employees should notify their immediate supervisor, Human Resources or any member of
management upon learning of violations of this policy. Employees who violate this policy will
be subject to disciplinary action up to, and including, immediate termination of employment.
All internet data that is composed, transmitted or received via our communications systems are
considered to be official Company records and, as such, are subject to disclosure to law
enforcement or other third parties. Consequently, employees should always ensure that the
information contained in e-mail messages and other transmissions is accurate, appropriate,
ethical and lawful.
The equipment, services and technology provided to access the internet remain at all times the
property of PARADIGM. As such, the Company reserves the right to monitor Internet traffic,
and retrieve and read any data composed, sent or received through our online connections and
stored in our computer systems and employees should therefore have no expectation of privacy.
Data that is composed, transmitted, accessed or received via the internet must not contain content
that would be considered discriminatory, offensive, obscene, threatening, harassing, intimidating
or disruptive to an employee or other person. Examples of unacceptable content may include,
but are not limited to, sexual comments or images, racial slurs, gender-specific comments or any
other comments or images that could reasonably offend someone on the basis of race, age, sex,
religious or political beliefs, national origin, disability, sexual orientation or any other
characteristic protected by law.
Users should take the necessary anti-virus precautions when downloading or copying any file
from the Internet. All downloaded files are to be checked for viruses; all compressed files are to
be checked before and after decompression.
Abuse of the Company’s Information Systems or internet access in violation of law or Company
policies will result in disciplinary action up to, and including, termination. Employees may also
be held personally liable for any violations of this policy. The following behaviors are examples
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of previously stated or additional actions and activities that are prohibited and can result in
disciplinary action for abuse of internet access or the Company’s Information Systems:
• Using the internet for political causes, religious activities or any sort of gambling
Workplace Monitoring
PARADIGM may conduct workplace monitoring to ensure quality control, employee safety and
security.
Computers furnished to employees are Company property. As such, computer usage and files
may be monitored or accessed when there is a specific business purpose for such access.
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Employees can request access to information gathered through workplace monitoring that may
impact employment decisions. Access will be granted unless there is a legitimate business
reason to protect confidentiality or an ongoing investigation.
Every effort will be made to attempt to ensure that workplace monitoring is done in an ethical
and respectful manner. However, please remember that employees should have no expectation
of privacy with respect to information transferred, received or stored on the Company’s
Information Systems.
Company Property
PARADIGM provides its employees with the use of various property and facilities which are
necessary in the performance of their work. The Company, at all times, retains full title and
control, including the right of inspection, over such property or facilities.
The Company wishes to maintain a work environment that is free of illegal drugs, alcohol,
firearms, explosives or other improper materials. To this end, the Company prohibits the
possession, transfer, sale or use of such materials on its premises and requires the cooperation of
all employees in administering this policy.
PARADIGM reserves the right to inspect all Company furniture such as desks, filing cabinets
and drawers. Whenever practicable, the Company will conduct the inspection in the presence of
the employee working in the particular location involved. However, in emergencies or other
appropriate circumstances, the Company reserves the right to conduct an inspection without the
presence of the employee involved. All such furniture remains Company property. A refusal to
permit an inspection requested by management may result in disciplinary action up to, and
including, immediate termination. Because an inspection might result in the discovery of an
employee’s personal possessions, employees are encouraged to avoid bringing into the
workplace any personal property that they do not wish to reveal to PARADIGM. Additionally,
for security reasons, employees should not leave personal belongings of value in the workplace.
Authorization must be obtained before any Company property may be removed from the
premises.
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Use of Phone and Mail Systems
Personal use of the telephone for long-distance and toll calls is generally not permitted.
Employees should practice discretion when making personal calls and may be required to
reimburse PARADIGM for any charges resulting from their personal use of the telephone.
Employees are required to obey all applicable state and local laws while driving.
Employees who use handheld cell phones while on Company business must refrain from making
or receiving business calls while driving. If an employee needs to make or receive a business
call while driving, the employee must make sure the vehicle is stopped and parked in a proper
parking area for the call.
Employees who use hands-free phones must keep business conversations brief while driving, and
must stop the vehicle and park in a proper parking area if the conversation becomes involved,
traffic is heavy or road conditions are poor.
Employees who use electronic wireless communication devices while on Company business
must refrain while driving from using such devices to manually communicate using a text-based
communication, such as a text, instant message or e-mail. Electronic wireless communication
devices include, but are not limited to, cell phones, pagers, PDAs and handheld computers.
Employees who violate this policy are subject to disciplinary action up to, and including,
termination from employment.
Smoking
In keeping with PARADIGM’s intent to provide a safe and healthful work environment,
smoking is prohibited throughout the workplace. Please use the designated smoking areas as
posted by Building Management.
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Business Travel and Expenses
PARADIGM will reimburse employees for reasonable business travel expenses incurred while
on assignments away from their normal work location. All business travel should be booked
through the Company’s Axcentis travel program to receive the necessary departmental approval.
When approved, the actual costs of travel, and lodging directly related to accomplishing business
travel objectives will be reimbursed and/or absorbed by PARADIGM.
Any additional business expenses incurred while traveling should be recorded on a Paradigm
Expense Report and submitted to Accounts Payable for processing. When travel is completed,
employees should submit completed travel expense reports no later than the 10th of the
following month. Reports should be accompanied by receipts for all individual expenses and
signed in the appropriate field by the Department Head.
Employees who are involved in an accident while traveling on business must promptly report the
incident to Human Resources. Vehicles owned, leased or rented by PARADIGM may not be
used for personal use without prior approval.
With prior approval, employees on business travel may be accompanied by a family member or
friend, when the presence of a companion will not interfere with successful completion of
business objectives. Generally, employees are also permitted to combine personal travel with
business travel, as long as time away from work is approved. Additional expenses arising from
such non-business travel are the responsibility of the employee.
Abuse of the Paradigm business travel expenses policy, including falsifying expense reports to
reflect costs not incurred by the employee, can be grounds for disciplinary action up to, and
including, termination of employment.
All visitors should enter at Reception. Authorized visitors will receive directions or be escorted
to their destination. Employees are responsible for the safety and conduct of their visitors.
If an unauthorized individual is observed on the premises, employees should direct the individual
to Reception or, if necessary, notify Human Resources or Building Security.
Solicitation
In an effort to ensure a productive and harmonious work environment, persons not employed by
PARADIGM may not solicit or distribute literature in the workplace at any time for any purpose.
The Company recognizes that employees may have interests in events and organizations outside
the workplace. However, employees may not solicit or distribute literature concerning these
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activities during work time. Work time does not include lunch periods, work breaks or any other
periods in which employees are not on duty.
• The sale of goods, services or subscriptions outside the scope of official organization
business
In addition, the posting of solicitations on Company bulletin boards is restricted. These bulletin
boards display important information, and employees should consult them frequently for federal
and state labor law notices and Company notices.
Postings on these boards are limited to Company-related material including the above items,
statutory and legal notices, safety and disciplinary rules, Company policies, local operating rules
and other similar items. All postings require prior approval from Human Resources. No
postings will be permitted for any other purpose.
Medical information on individual employees is treated confidentially. The Company will take
responsible precautions to protect such information from inappropriate disclosure. Managers and
other employees have a responsibility to respect and maintain the confidentiality of employee
medical information. Anyone inappropriately disclosing such information is subject to
disciplinary action up to, and including, termination of employment and/or legal action.
Employees with questions or concerns about life-threatening illnesses are encouraged to contact
Human Resources for information and referral to appropriate services and resources.
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Failure to comply with this policy will result in disciplinary action up to, and including,
termination.
Emergency Closings
At times, emergencies such as severe weather, fires, power failures or earthquakes, can disrupt
business operations. In extreme cases, these circumstances may require the closing of a work
facility. In the event that such an emergency occurs during non-working hours, local radio
and/or television stations will be asked to broadcast notification of the closing and every attempt
will be made to make this information available to all employees via telephone, the internet
and/or a pre-recorded voice message on our telephone systems. Unfortunately the Company can
not assure, however, that each employee will receive notice in the event of such an emergency.
When the decision to close is made AFTER the workday has begun, employees will receive
official notification from Human Resources. In these situations, time off from scheduled work
will be paid. When the decision to close is made BEFORE the workday has begun and if the
emergency closing is for a prolonged period of time, employee salaries and wages may be
subject to suspension in accordance with applicable laws or the dictates of their specific written
agreements with the Company. In the event of this circumstance, employees may use available
paid leave time, such as unused accrued vacation, personal time or sick time benefits.
In cases where an emergency closing is not authorized, employees who fail to report for work
will not be paid for the time off. Employees in essential operations may be asked to work on a
day when operations are officially closed. In these circumstances, employees who work will
receive regular pay.
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Employee Benefits
Eligible employees are provided a wide range of benefits. A number of the programs (such as
Social Security, workers’ compensation, state disability and unemployment insurance) cover all
employees in the manner prescribed by law. Benefits eligibility is dependent upon a variety of
factors, including employee classification. Employees should be aware that specific, detailed
information is further provided in the official plan documentation and policies that govern the
particular plans. Therefore, any perceived or actual inconsistency between the provisions stated
in this section of the Handbook and the official documentation and policies is controlled by the
terms stated in the official plan documentation.
The plan documents and summary plan descriptions are available for employee review. The
Company may modify these benefits or the costs to the employee with notice to the employee.
Holidays
PARADIGM will grant holiday time to all eligible regularly scheduled employees on certain
designated holidays. Human Resources will release an official holiday schedule each January.
To be entitled to holiday pay, the employee must be actively employed and must work the
regularly scheduled work day immediately before and after the holiday, unless the employee is
on vacation or the absence is approved by the Company. If there is a holiday during vacation or
other time off with pay, the employee will receive holiday pay and such time will not be charged
to the employee’s vacation or other paid time off. An employee on leave of absence is not
eligible for holiday pay.
A paid holiday does not count as hours worked for the purposes of calculating overtime.
Holiday pay consists of a non-exempt employee’s regular hourly rate of pay for the number of
hours that the employee is regularly scheduled to work. Employees may not elect financial
compensation in lieu of taking time off for a holiday.
In the event the Company closes early on the day before a holiday, or closes for a day or more
due to a “slow period,” some employees may not have to work depending on departmental
requirements. This time off will not be considered “holiday” and it will be at a supervisor’s
discretion to determine who will be scheduled for work and who will have time off. Employees
who are required to work during holidays will be compensated for such work in accordance with
applicable laws.
Vacation Time
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Vacation is calculated based upon your anniversary date. Vacation days will not begin to accrue
until you have completed 6 months of eligible service. Thereafter, eligible employees will
accrue .833 days (6.667 hours) per month (10 vacation days, or 80 hours, per year.)
Employees can only request use of vacation time after it is earned. Vacation benefits will not be
paid in advance of actual accrual amounts.
To take vacation, employees must submit a written request at least two weeks in advance and
receive approval from their supervisors and Human Resources. Such requests should be made
on the Time Off Request Form, which can be found under Paradigm Forms on your computer.
Requests will be reviewed and approved based on a number of factors, including business needs
and staffing requirements.
Vacation time is paid at the employee’s base pay rate at the time of vacation. It does not include
overtime or any special forms of compensation such as incentives, commissions, bonuses or shift
differentials.
Employees are encouraged to use available paid vacation time for rest, relaxation and personal
pursuits. In the event that available vacation is not used by the end of the benefit year,
employees may carry accrued but unused time forward to the next benefit year. Accrued but
unused vacation will be carried forward up to the employee’s maximum accrual level. This is
also referred to as a “cap” on vacation accrual. Non-exempt employees will have a maximum
accrual level of twenty (20) days or one hundred sixty (160) hours. Employees will cease
accruing vacation once they have reached their maximum accrual level or cap. However, once
the employee takes vacation time, thereby falling below their maximum accrual level/cap, the
employee will once again begin to accrue vacation time up to his or her maximum accrual
level/cap.
Upon termination of employment, employees will be paid for unused vacation time that has been
accrued through the last day of work.
Sick Leave
Eligible employees will accrue sick leave benefits at the rate of 6 days per year (.50 of a day, or 4
hours, for every full month of service). Sick leave benefits are calculated on the basis of a
“benefit year,” the 12-month period that begins when the employee starts to earn sick leave
benefits. Sick leave benefits will begin to accrue upon full time employment.
Paid sick leave can be used in minimum increments of one hour. Sick leave benefits will not be
paid in advance of earned sick leave accruals. Eligible employees may use sick leave benefits
for an absence due to their own illness or injury or that of a family member (including a parent,
child, spouse, registered domestic partner or child of a registered domestic partner).
Employees who are unable to report to work due to illness or injury should notify their direct
supervisor and Human Resources before the scheduled start of the workday if possible. The
direct supervisor and Human Resources Manager must also be contacted on each additional day
of absence.
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Sick leave benefits will be calculated based on the employee’s base pay rate at the time of
absence, and will not include any special forms of compensation, such as incentives,
commissions, bonuses or shift differentials.
Unused sick leave benefits will be allowed to accumulate until the employee has accrued a total
of 6 calendar days of sick leave benefits. If the employee’s benefits reach this maximum, further
accrual of sick leave benefits will be suspended until the employee has reduced the balance
below the limit. Sick leave is not accrued while the employee is on an unpaid leave of absence.
Unused sick leave benefits will not be paid to employees while they are employed or upon
termination of employment.
Sick leave benefits are intended solely to provide income protection in the event of illness or
injury of the employee or an eligible family member, and may not be used for any other absence.
The company will continue to keep accurate records of the number of vacation or other days off
taken by each employee. The need to continue to take daily attendance has important business
reasons such as safety and security provisions. All employees are expected to cooperate in the
maintenance of accurate attendance records.
As always, if there is a need for time off for family care leave, the time off will be allowed as
provided by law. Employees with a legally protected disability may also have time off as
provided by law to allow for reasonable accommodation of their condition.
PARADIGM expects that all exempt employees will continue to maintain the same high
standards of client service and professional responsibility. Attempts to abuse the flexibility of
this policy or to take an unreasonable amount of time off will not be tolerated.
Health Insurance
PARADIGM’s health insurance plan provides employees and their qualifying dependents,
including registered domestic partners, access to medical, dental, vision and long-term disabilty
insurance benefits. Regular, full-time employees are eligible to participate in the health
insurance plan.
Eligible employees may participate in the insurance plan subject to all terms and conditions of
the agreement between PARADIGM and the insurance carrier. Employees may be required to
pay all, or a portion, of certain benefits if they elect to participate.
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A change in employment classification that would result in loss of eligibility to participate in the
health insurance plan may qualify an employee for benefits continuation under the Consolidated
Omnibus Budget Reconciliation Act (COBRA).
Details of the health insurance plan are described in the Summary Plan Description (SPD). A
SPD and information on cost of coverage will be provided in advance of enrollment to eligible
employees. Contact Human Resources for more information about insurance benefits.
Under COBRA, the employee or beneficiary pays the full cost of coverage at the Company’s
group rates plus an administrative fee. The Company provides each eligible employee with a
written notice describing rights and obligations granted under COBRA when the employee
becomes eligible for insurance coverage. Contact Human Resources for further information on
COBRA coverage.
Employees who sustain work-related injuries or illnesses should inform Human Resources
immediately. No matter how minor an on-the-job injury may appear, it is important that it be
reported immediately. This will enable an eligible employee to qualify for coverage as quickly
as possible.
Neither PARADIGM nor the insurance carrier will be liable for the payment of workers’
compensation benefits for injuries that occur during an employee’s voluntary participation in any
off-duty recreational, social or athletic activity sponsored by the Company.
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To be eligible to join the 401(k) savings plan, employees must be 21 years of age or older.
Eligible employees may participate in the 401(k) plan subject to all terms and conditions of the
plan.
The 401(k) savings plan allows the employee to elect a portion of income to contribute,
according to current IRS regulations, and direct the investment of the plan account to tailor the
retirement package to meet individual needs.
Complete plan details are described in the Summary Plan Description provided to eligible
employees. Contact Human Resources for more information about the 401(k) plan.
Additionally, under the CFRA, employees are eligible to take such leave for a registered
domestic partner of the employee, or a child of a registered domestic partner. “Medical leave”
may be requested for an employee’s own serious health condition. A “serious health condition”
is one that requires either in-patient care in a medical facility or continuing treatment or
supervision by a health care provider.
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(b) SUBSTITUTION OF PAID LEAVE FOR FAMILY MEDICAL LEAVE.
Employees are required to substitute accrued vacation time for all family care leaves.
Employees are required to substitute sick leave for medical leaves which may be supplemented
with accrued vacation time if sick leave is exhausted. Employees may also substitute one half of
their sick leave to attend to an illness of a child, parent, spouse, registered domestic partner or
child of a registered domestic partner of the employee.
The Company uses a rolling 12-month method to calculate the 12-month period during which
eligible employees may take 12 weeks of family/medical leave. Note that service member
family leave is a one-time benefit and as such, the 26 weeks are only available during a single
12-month period. The Company will begin counting the 12-month period on the first day of
leave taken to care for the injured or ill service member. During the 12-month period when
service member family leave is used, an employee is limited to a combined 26 weeks of FMLA
leave for any reason.
The substitution of paid leave for FMLA leave does not extend the total duration of FMLA leave
to which an employee is entitled to beyond 12 weeks in a 12-month period. For example, if an
employee has accrued four weeks of unused paid vacation time at the time of the request for
FMLA leave, that paid vacation time will be substituted for the first four weeks of FMLA leave,
leaving up to eight additional weeks of unpaid leave.
FMLA leave for the employee’s own serious health condition or for the serious health condition
of the employee’s spouse, parent, child or registered domestic partner may be taken
intermittently or on a reduced schedule where medically necessary. If leave is taken
intermittently or on a reduced schedule, the Company retains the discretion to transfer the
employee temporarily to an alternative position with equivalent pay and benefits which better
accommodates the employee’s leave schedule, unless otherwise prohibited by applicable law.
Except to the extent that other paid leave is substituted for FMLA leave, such leave is unpaid.
During FMLA leave, the Company shall continue to pay for the employee’s participation in the
group health plans, and supplemental unemployment benefit plans to the same extent and under
the same terms and conditions as would apply had the employee not taken leave.
If the employee fails to return from the leave for a reason other than the recurrence or
continuation of the health condition that brought about the leave or other circumstances beyond
the employee’s control, the Company can recover any health premiums paid on the employee’s
behalf during any unpaid periods of the leave.
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Employees on FMLA leave accrue employment benefits, such as sick leave, vacation benefits or
seniority only when paid leave is being substituted for unpaid leave and only if the employee
would otherwise be entitled to such accrual.
Pregnant employees may be eligible for additional leave after the birth of the child pursuant to
the CFRA. Both CFRA and FMLA leave will run concurrently, along with other Company
sponsored leaves of absence.
Employees should notify the Company of their request for FMLA leave as soon as they are
aware of the need for such leave. For foreseeable events, if possible, the employee must provide
30 calendar days’ advance notice to the Company of the need for family care or medical leave.
For events that are unforeseeable 30 days in advance, but are not emergencies, the employee
must notify the Company as soon as he or she learns of the need for the leave, ordinarily no later
than 1 to 2 working days after the employee learns of the need for the leave. If the leave is
requested in connection with a planned, non-emergency medical treatment, the employee may be
requested to reschedule the treatment so as to minimize disruption of the Company’s business.
If an employee fails to provide the requisite 30-day notice for foreseeable events without any
reasonable excuse for the delay, the Company reserves the right to delay the taking of the leave
until at least 30 days after the date the employee provides notice of the need for leave.
All requests for FMLA leave should include the anticipated date(s) and duration of the leave.
Any requests for extensions of a family care or medical leave must be received at least five
working days before the date on which the employee was originally scheduled to return to work
and must include the revised anticipated date(s) and duration of the leave.
Any request for medical leave for an employee’s own serious health condition or for family care
leave to care for a child, spouse or parent with a serious health condition must be supported by
medical certification from a health care provider. For foreseeable leaves, employees must
provide the required medical certification before the leave begins. When this is not possible,
employees must provide the required certification within 15 calendar days after the Company’s
request for certification, unless it is not practicable under the circumstances to do so, despite the
employee’s good faith efforts. Failure to provide the required medical certification may result in
the denial of foreseeable leaves until such certification is provided. In the case of unforeseeable
leaves, failure to provide the required medical certification within 15 days of being requested to
do so may result in a denial of the employee’s continued leave. Any request for an extension of
the leave also must be supported by an updated medical certification.
The medical certification for a child, spouse or parent with a serious health condition shall
include (a) the date on which the serious health condition commenced; (b) the probable duration
of the condition; (c) the health care provider’s estimate of the amount of time needed for family
care; (d) the health care provider’s assurance that the health care condition warrants the
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participation of the employee to provide family care; and (e) in the case of intermittent or
reduced schedule leave where medically necessary, the probable duration of such a schedule.
The medical certification for leave for the employee’s own serious health condition shall include
(a) the date on which the serious health condition commenced; (b) the probable duration of the
condition; (c) a statement that, due to the serious health condition, the employee is unable to
perform the functions of his or her position; and (d) in the case of intermittent leave or reduced
schedule leave where medically necessary, the probable duration of such a schedule. In addition,
the certification may, at the employee’s option, identify the nature of the serious health condition
involved. If the Company has reason to doubt the validity of the certification provided by the
employee, the Company may require the employee to obtain a second opinion from a doctor of
the Company’s choosing at the Company’s expense. If the employee’s health care provider and
the doctor providing the second opinion do not agree, the Company may require a third opinion,
also at the Company’s expense, performed by a mutually agreeable doctor who will make a final
determination. Before permitting the employee to return to work, the Company also may require
the employee to provide medical certification that he or she is able to return to work.
Employees returning from FMLA leave are entitled to reinstatement to the same or comparable
position consistent with applicable law. In accordance with applicable law, the Company retains
the right to deny reinstatement to employees who are among the highest paid 10% of the
Company’s employees and whose reinstatement would cause substantial and grievous economic
injury to operations.
Employees should make requests for pregnancy disability leave to their supervisors at least 30
days in advance of foreseeable events and as soon as possible for unforeseeable events. A health
care provider’s statement must be submitted verifying the need for pregnancy disability leave
and its beginning and expected ending dates. Any changes in this information should be
promptly reported to the Company. Employees returning from pregnancy disability leave must
submit a health care provider’s verification of their fitness to return to work verifying that they
can return to work and perform the essential functions of their positions with or without
reasonable accommodation.
Subject to the terms, conditions and limitations of the applicable plans, PARADIGM will
continue to provide health insurance benefits for the full period of the approved pregnancy
disability leave. However, benefit accruals, such as vacation, sick leave or holiday benefits, will
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be suspended, except as required by law, during the leave and will resume upon return to active
employment.
When the employee’s pregnancy leave ends, the employee will be reinstated to the same
position, if it is available, or to a comparable position for which the employee is qualified
pursuant to applicable law. If an employee fails to return to work on the agreed upon return date,
PARADIGM will assume that the employee has voluntarily resigned. Leave taken under this
policy will run concurrently with any other applicable Company sponsored leaves of absence for
California employees, including FMLA. Please note that California employees disabled by
pregnancy may be entitled to an additional 12 weeks of unpaid leave upon the birth of their child,
pursuant to California’s Family Rights Act (“CFRA”).
Bereavement Leave
Employees who wish to take time off due to the death of an immediate family member should
notify their supervisor immediately. Up to 5 days of paid bereavement leave will be provided to
regular, full-time employees.
Bereavement pay is calculated based on the base pay rate at the time of absence and will not
include any special forms of compensation, such as incentives, commissions, bonuses or shift
differentials.
Employees may, with Human Resources’ approval, use any available paid leave (e.g. vacation)
for additional time off as necessary.
For purposes of this bereavement leave policy, PARADIGM defines “immediate family” as the
employee’s spouse, parent, child, sibling; the employee’s spouse’s parent, child or sibling; the
employee’s child’s spouse; grandparents or grandchildren, registered domestic partner or child or
parent of a registered domestic partner. Special consideration will also be given to any other
person whose association with the employee was similar to any of the above relationships.
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Jury/Witness Duty
PARADIGM encourages employees to fulfill their civic responsibilities by serving jury/witness
duty when required. Employees may request unpaid jury duty leave for the length of the
absence. If desired, employees may use any available paid time off (e.g. vacation) during this
leave.
Employees must show the jury duty summons or witness subpoena or notice to appear to their
supervisor and forward a copy of the summons to Human Resources as soon as possible so that
the Company may make arrangements to accommodate their absence. Of course, employees are
expected to report for work whenever the court schedule permits.
The employee must request an excuse from jury duty if, in PARADIGM’s judgment, the
employee’s absence would create serious operational difficulties.
The Company will continue to provide health insurance benefits for the full term of the jury duty
and/or witness absence. Vacation, sick leave and holiday benefits will continue to accrue during
unpaid jury duty leave.
Employees should request time off to vote from their supervisor and Human Resources at least
two working days prior to Election Day. Advanced notice is required so that the necessary time
off can be scheduled at the beginning or end of the work shift, whichever provides the least
disruption to the normal work schedule.
Military Leave
PARADIGM complies with the Uniformed Services Employment and Reemployment Act for
active members of the Unites States Armed Forces, National Guard and Reserve members and
their family members. Please contact the Human Resources Department for an explanation of
benefits.
Please also refer to the Family and Medical Leave policy contained in this Handbook for leaves
of absence for employees with family members who are members of the United States Armed
Forces, National Guard and Reserves.
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Military Spousal Leave
Employees who work an average of 20 or more hours a week may also be entitled to Military
Spousal Leave. The spouse of a member of the Armed Forces of the United States who has been
deployed to a combat theater or a combat zone by the President of the United States, or the
spouse of a member of the National Guard or Reserves who has been deployed anywhere during
a period of military conflict may take up to 10 days of unpaid spousal leave when their spouse is
on leave from military deployment.
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Termination of Employment
Termination of employment is an inevitable part of activity within any organization, and many of
the reasons for termination are routine. Below are examples of some of the most common
circumstances under which employment is terminated.
PARADIGM will generally schedule exit interviews at the time of employee termination. The
exit interview will afford the opportunity to discuss such issues as employee benefits and
conversion privileges, repayment of outstanding debts at PARADIGM and the return of
Company-owned property.
Since employment with PARADIGM is based on mutual consent and in the absence of a written
contract, both the employee and the Company have the right to terminate employment at will,
with or without cause, at any time. Employees will receive their final pay in accordance with
applicable state law.
Although advance notice is not required from employees, PARADIGM generally requests at
least two weeks written resignation notice from all employees if possible.
Employee benefits will be affected by employment termination in the following manner. All
accrued, vested benefits that are due and payable at termination pursuant to applicable laws will
be paid. Some benefits may be continued at the employee’s expense or shared expense if the
employee so chooses (e.g. COBRA). The employee will be notified in writing of the benefits
that may be continued and of the terms, conditions and limitations of such continuance.
Return of Property
Employees are responsible for all Company property, materials or written information issued to
them or in their possession or control. Employees must return all Company property
immediately upon request or upon termination of employment. PARADIGM may also take all
action deemed appropriate to recover or protect its property. Employees must also return all
confidential and trade secret information upon request or termination of employment including
all copies thereof and must maintain as confidential all information which cannot be returned.
Contact your supervisor or Human Resources when you are unavailable to return the above
mentioned items in a timely manner.
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Arbitration of Disputes
PARADIGM recognizes that differences may arise between employees and PARADIGM during
employment with the Company or as a result of the separation of employment from the
Company. As such, the Company and each of its employees thus agree to arbitrate.
The Company and its employees agree that all claims, disputes and controversies arising out of,
relating to or in any way associated with any employee’s employment with the Company or the
termination of that employment will be resolved through final and binding arbitration with the
sole exceptions of: (i) claims for Workers’ Compensation or Unemployment Compensation
Benefits and (ii) to the extent required by applicable law, administrative claims before federal or
state administrative agencies (including, without limitation, claims before the California
Department of Fair Employment and Housing, the Equal Employment Opportunity Commission
and any claims brought pursuant to the National Labor Relations Act).
PARADIGM and its employees further voluntarily and knowingly waive any and all of their
rights to have any such claims or disputes heard or adjudicated in any other type of forum,
including without limitation, each party’s right to a trial in a court of competent jurisdiction.
Examples of such disputes or claims which must be resolved through arbitration, rather than a
court proceeding, include, but are not limited to, contract claims; unfair competition claims;
personal injury claims; tort claims; trade secret claims; defamation claims; claims for wrongful
termination, discrimination and harassment, including, without limitation, those claims brought
under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Americans with Disabilities Act, the California Fair Employment and Housing Act, the Family
Medical Leave Act, the California Family Rights Act, the Employment Retirement Income
Securities Act of 1974 and any other analogous state or federal statute or any other employment-
related claim of any kind.
PARADIGM and its employees further agree to arbitrate all such disputes and controversies
according to the applicable Employment Arbitration Rules and Mediation Procedures of the
American Arbitration Association (available at http://www.adr.org). The arbitration proceedings
shall be held in the city and state in which the employee was principally employed by the
Company.
To start the arbitration process, either PARADIGM or the employee must submit a written
arbitration request to the other. The arbitration demand shall set forth the basis and nature of all
claims being asserted and must be made within the timeframe authorized by the applicable
statute of limitations to make such claims under applicable law. Each party shall be solely
responsible for paying its own costs for the arbitration including, but not limited to, its own
attorneys’ fees and expert witness fees. However, the fees of the arbitrator and all other costs
that are unique to arbitration shall be paid by the Company where required by law. If either
party prevails on a statutory claim which affords the prevailing party their attorneys’ fees or
where there is a written agreement providing for such fees, the arbitrator may award reasonable
attorneys’ fees to the prevailing party. The arbitrator shall have the authority to award any
damages authorized by law.
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The award of the arbitrator shall be in writing and shall contain the arbitrator’s factual findings,
legal conclusions and reasons for the award and shall be final and binding and may be entered as
a judgment in any court with jurisdiction over either the Company or the employee. The award
and any findings shall remain confidential and the parties agree to enter into any stipulations or
other agreements necessary to maintain such confidentiality.
This agreement applies to any dispute involving the Company as well as any of its subsidiary or
affiliated companies, successors and assigns, employees, officers and agents.
This arbitration provision constitutes a waiver of the right to a trial in a court of law on any
matter subject to arbitration.
This arbitration provision sets forth the entire agreement between the parties and fully supersedes
any and all prior agreements or understandings between them pertaining to the subject matter of
arbitration. This agreement shall be governed by the laws of the state in which the employee was
principally employed.
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ACKNOWLEDGEMENT OF RECEIPT
OF EMPLOYEE HANDBOOK
This is to acknowledge that I have received a copy of the PARADIGM (“Company”) Employee
Handbook (“Handbook”) and understand that it contains important information on the general
personnel policies and rules of PARADIGM and on my benefits and obligations as an employee.
I understand that the information contained in this Handbook is merely a summary of the
Company’s present policies, work rules, pay practices and benefits and is not intended to create a
contract of employment, express or implied. I understand the policies contained in this
Handbook supersede and replace any and all other announced policies of the Company covering
the same subject matter as contained herein (with the exception of the Confidentiality of
Information and Conflict of Interest policies contained within this Handbook which are intended
to supplement any separate agreements Employee is required to sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlined in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discretion, with or without notice.
I understand and agree that any claims related to or arising out of my employment with
PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained
in this Handbook.
I further understand and agree that unless I am a party to a separate Employment Agreement
signed by both myself and the EVP of Business Affairs, my employment at PARADIGM is “at
will” and that either I or the Company may terminate my employment at any time for any reason,
with or without cause. I further understand (i) that only the EVP of Business Affairs has any
authority to enter into any agreement with me for employment for any specified period of time or
to make any agreement which is contrary to my “at will” status; and (ii) that such an agreement
must be in a writing signed by both me and the Executive Vice President of Business Affairs. I
further understand that this acknowledgement of my “at will” status supersedes any and all
previous agreements or promises, express or implied, as to the duration of my employment with
the Company or my “at will” employment status and that this Acknowledgment comprises the
entire agreement between the Company and me with respect to the duration of my employment
at PARADIGM.
My signature below further signifies that I have read this Handbook and that I accept and will
abide by all of its provisions.
Date: Signature:
Print Name:
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40
EXHIBIT F
THIS ENTIRE AGREEMENT IS NON-PRECEDENTIAL AND NON-CITABLE
EMPLOYMENT AGREEMENT
Ls EMPLOYMENT:
1.2 Employee agrees that during the term of this Agreement, Employee will
perform and render Employee’s services conscientiously and to the full limit of the Employee’s
ability, subject to the terms hereof.
1.3 Employee’s services shall be rendered generally at such places within the
Los Angeles office as Company designates; provided that, if Employee agrees, Company may
assign the Employee to render services on a temporary basis outside such community, upon
reimbursementof expenses as provided in Paragraph 4.2 below. During the Term, Employee will
be provided office space and an assistant.
1.5 All of Company’s obligations hereunder are subject to the execution and
delivery of this Agreement by Employee. Company may waive this condition in its discretion
with respect to any term or provision hereof, and a waiver with respect to one term or provision of
this Agreement shall not constitute a waiver with respect to any other term or provision which
shall nevertheless be subject to the condition set forth in this Paragraph 1.5.
Debbee Klein
Employment Agreement
Asof January 1, 2015
Page 2
2. TERM: TERMINATION:
2.2 Company shall have the right to terminate this Agreement and Employee’s
right to receive payments hereunder at any time prior to the expiration of this Agreement (i) upon
the death of Employee; (ii) for cause, and (iii) as provided in Paragraphs 5 and 6 below. (“Cause”
as used herein means (a) conviction for fraud or theft, (b) gross negligence or malfeasance by
Employee in the handling of or gross mismanagement of Company’s affairs as determined by the
Company in its good faith business judgment, including, without limitation, conduct of a felonious
or criminal nature, conduct involving moral turpitude, embezzlement, or misappropriation of
assets, (c) the habitual useof drugs or intoxicants to an extent that it impairs the Employee’s ability
to properly perform his/her duties, (d) violation by the Employee of his/her obligations to the
Company, including, without limitation, conduct which is inconsistent with the Employee’s
position and which results or is reasonably likely to result in a material adverse effect (financial or
otherwise) on the business or reputation of the Company or any of its subsidiaries, divisions, or
affiliates as determined by the Company in its good faith business judgment, (e) repeated violation
by the Employeeofanyof the written work rules or written policies of the Company as determined
by, and after written notice of violation from, the President of the Company and such conduct
remains uncured by Employee subsequent to receipt of such written notice, as determined by the
Company in its good faith business judgment, (f) breach of standards adopted by the Company
governing professional independence or conflicts of interest, and/or (g) a material breach hereof
which is not cured within three (3) business days after Employee’s receipt of written notice thereof
from Company as determined by the Company in its good faith business judgment). If the
employment of the Employee is terminated for cause or for any other reason pursuant to this
Paragraph 2.2, the Company shall not be obligated to make any further payment to the Employee
(other than accrued and unpaid base salary and expenses to the date of termination, and except as
provided in and pursuant to Paragraph 3.7 below), or continue to provide any benefit (other than
benefits which have accrued pursuant to any plan or by law) to the Employee under this
Agreement.
2.3 Company shall have the right to terminate this Agreement at any time,
without cause, but in such event, Employee shall only be entitled to the remainder of the
compensation due for the Term pursuant to Paragraph 3.1, and shall not be entitled to anyfurther
compensation (except as provided in and pursuant to Paragraph 3.7 below). However, during the
period in which Employee is receiving such salary continuation payments subsequent to
termination, any income received by Employee, or any further compensation received by
Employee from other employers or net taxable income (of Employee and/or Employee’s company)
from the conduct of Employee’s own business shall offset and reduce Company’s salary
continuation payment obligations hereunder.
Debbee Klein
Employment Agreement
As of January 1, 2015
Page 11
13. ARBITRATION:
(a) Company and Employee agree that all claims, disputes and controversies of
any kind arising out of, relating to or in any way associated with Employee’s employment by
Company (including Company’s affiliates, successors, predecessors, contractors, employees and
agents) or the termination of that employment, shall be submitted to a confidential, final and
binding arbitration pursuant to the termsof this Agreement with the sole exception of: (i) claims
for workers’ compensation, disability benefits or unemployment compensation benefits; (ii)
administrative claims before the United States Equal Employment Opportunity Commission or the
Department of Fair Employment and Housing; (iii) claims based on any pension or welfareplan
or collective bargaining agreement, the terms of which may contain arbitration or other non-
judicial dispute resolution procedure; and (iv) petitions to a court of competent jurisdiction upon
Debbee Klein
Employment Agreement
As of January 1, 2015
Page 12
the showing of reasonable cause for immediate injunctive relief for unfair competition, the use
and/or unauthorized disclosure of trade secrets or confidential information, or where such
temporary equitable relief would be otherwise authorized by law. Such resort to temporary
equitablereliefshall be available to both parties and shall be in aid of arbitration only and in such
cases the trial on the merits of the action will occur in frontof and will be decided by the Arbitrator,
who will have the same ability to order legal or equitable remedies as could a court of general
jurisdiction.
(b) This Agreement to resolve any disputes by binding arbitration shall extend
to any claims by or against any affiliates, successors, predecessors, contractors, officers, directors,
employees and agents of the parties.
(c) All disputes and controversies at issue in the arbitration will be governed by
the lawsof the State of California, except where federal law is applicable. The parties agree that
Company is engaged in transactions involving interstate commerce. The arbitration will be
conducted in Los Angeles, California and the proceedings shall be confidential. All arbitrations
hereunder will be conducted by a single, neutral arbitrator supplied by Judicial Arbitration and
Mediation Services, Inc. (“JAMS”). The arbitrator will be selected and the arbitration proceeding
will be conducted in accordance with the California Arbitration Act, California Code of Civil
Procedure sections 1280, et. seq., and the JAMS Employment Arbitration Rules and Procedures,
which can be reviewed at http://www.jamsadr.com/rules-employment-arbitration/. If JAMS does
not administer the claim, either party may petition a court of competent jurisdiction to appoint a
neutral arbitrator, who, once appointed, will set the rules of procedure for the arbitration. In
deciding legal issues related to any claim and in determining the appropriate legal or equitable
remedy, the arbitrator shall apply the appropriate federal, state or local law. When Company’s
policies are at issue, the arbitrator shall have no power to alter, amend or change any Company
policy.
(d) Notwithstanding anything to the contrary in the JAMS rules, the arbitration
shall provide (i) for written discovery and depositions adequate to give the parties access to
documents and witnesses that are essential to the dispute, taking into account the parties’ mutual
desire to havea fast, cost-effective dispute resolution process; and (ii) for a written decision by the
arbitrator that includes the essential findings and conclusions upon which the decision is based.
The decisionof the arbitrator will be final, conclusive, and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The
conclusion and findingsof the arbitrator and any award shall be kept confidential and the parties
agree to enter into all necessary stipulations to preserve such confidentiality.
(e) Company and Employee shall each bear their own costs, expenses and
attorneys’ fees incurred in conducting the arbitration. To the fullest extent permitted byapplicable
law, except where prohibited and except in disputes where Employee asserts a claim under a state
or federal statute prohibiting discrimination in employment (a “Statutory Discrimination Claim”),
the parties shall split equally the fees and administrative costs charged by the arbitrator and JAMS.
Debbee Klein
Employment Agreement
Asof January 1, 2015
Page 13
In disputes where Employee asserts a Statutory Discrimination Claim against Company, Employee
will be required to pay only JAMS’ filing fee to the extent such filing fee does not exceed the fee
to file a complaint in state or federal court. Company shall pay the balance of the arbitrator’s
and/or JAMS’ fees and administrative costs. If any party prevails on a Statutory Discrimination
Claim, a statutory claim which affords the prevailing party attorneys’ fees and costs, orif there is
a written agreement providing for attorneys’ fees and/or costs, the arbitrator may award reasonable
attorneys’ fees and/or costs to the prevailing party, applying the same standards a court would
apply under the law applicable to the claim(s).
14.1. Notices: All notices, required to be given hereunder shall be in writing and
shall be delivered personally, electronically, or by express, certified or registered mail to the
respective addresses of the parties hereto set forth elsewhere in this Agreement, or at such other
addresses as may be designated by written notice. Delivery of any notice shall be deemed
conclusively made (i) if personally delivered at the timeofdelivery, (ii) if delivered by transmittal
over electronic or telephonic transmitting devices (such as telex or telecopy) to the addressee’s
telecopy or telex number, at the timeof transmittal, provided that the party to whom the notice is
delivered has a compatible device, (iii) if delivered by any private overnight express mail service,
twenty-four (24) hours after deposit with such service (this period shall be seventy-two (72) hours
if addressed to or froma party outside the United States), (iv) if mailed, properly addressed and
postage prepaid, three (3) business days from the date of mailing (seven (7) business daysif mailed
to or from a country other than the U.S.).
14.2. Waiver: A waiver by either party of any of the terms or conditions of this
Agreement in any one instance shall not be construed to be a waiver of such term or condition for
the future, or any subsequent breach thereof; all remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative, and none of them shall be in
limitation of any other remedy, right, undertaking, obligation or agreement of either party.
determination, and the same shall in no way affect any provisions hereof, the application of such
provision in any other circumstance or the validity or enforceability hereof.
14.7. Successors and Assigns: Except where expressly provided to the contrary,
this Agreement, and all provisions hereof, shall inure to the benefit of and be binding upon the
parties hereto, their successors in interest, assigns, administrators, executors, heirs and devisees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
PARADIGM TALENT AGENCY, LLC
(“Company”)
wl \ {a
eae
Title: EXECUTIVE VICE PRESIDENT
———BUSINESSAFFAIRS SS”
ACCEPTED AND AGREED:
EIN (“Employee”)
EXHIBIT G
ACKNOWLEDGEMENT OF RECEIPT
OF EMPLOYEE HANDBOOK
This is to acknowledge that I have received a copy of the PARADIGM ("Company") Employee
Handbook ("Handbook") and understand that it contains important information on the general
personnel policies and rules of PARADIGM and on my benefits and obligations as an employee.
I understand that the information contained in this Handbook is merely a summary of the
Company's present policies, work rules, pay practices and benefits and is not intended to create a
contract of employment, express or implied. I understand the policies contained in this
Handbook supersede and replace any and all other announced policies of the Company covering
the same subject matter as contained herein (with the exception of the Confidentiality of
Information and Conflict of Interest policies contained within this Handbook which are intended
to supplement any separate agreements Employee is required to sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlined in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discretion, with or without notice.
I understand and agree that any claims related to or arising out of my employment with
PARADIGM are subject to arbitration pursuant to the Arbitration of Disputes Section contained
in this Handbook.
I further understand and agree that unless I am a party to a separate Employment Agreement
signed by both myself and the EVP of Business Affairs, my employment at PARADIGM is "at
will" and that either I or the Company may terminate my employment at any time for any reason,
with or without cause. I further understand (i) that only the EVP of Business Affairs has any
authority to enter into any agreement with me for employment for any specified period of time or
to make any agreement which is contrary to my "at will" status; and (ii) that such an agreement
must be in a writing signed by both me and the Executive Vice President of Business Affairs. I
further understand that this acknowledgement of my "at will" status supersedes any and all
previous agreements or promises, express or implied, as to the duration of my employment with
the Company or my "at will" employment status and that this Acknowledgment comprises the
entire agreement between the Company and me with respect to the duration of my employment
at PARADIGM.
My signature below further signifies that I have read this Handbook and that I accept and will
abide by all of its provisions.
oa.. Hp2le E3
EXHIBIT H
ACKNOWLEDGEMENT OF RECEIPT
OF EMPLOYEE HANDBOOK
This is to acknowledge that I have received a copy of the PARA
DIGM (“Company”) Employee
Handbook (“Handbook”) and understand that it contains import
ant information on the general
personnel policies and rules of PARADIGM and on my benefi
ts and obligations as an employee.
I understand that the information contained in this Handbook is merel
y a summary of the
Company’s present policies, work rules, pay practices and benefits and
is not intended to createa
contract of employment, express or implied. I understand the polici
es contained in this
Handbook supersede and replace any and all other announced polici
es of the Company covering
the same subject matter as contained herein (with the exception
of the Confidentiality of
Information and Conflict of Interest policies contained within this
Handbook which are intended
to supplement any separate agreements Employee is required to
sign governing such subject
matter).
I further understand and agree that PARADIGM may at any time modify
, revoke, suspend,
terminate or change any or all of the policies, rules and benefits outlin
ed in this Handbook, as
well as any other of its plans, policies or procedures, in its sole discret
ion, with or without notice.
I understand and agree that any claims related to or arising out of my
employment with
PARADIGM are subject to arbitration pursuant to the Arbitration
of Disputes Section contained
in this Handbook.
Date: sipan_VL
Version 10-2010
40
Journal Technologies Court Portal
Make a Reservation
DEBBEE KLEIN vs PARADIGM TALENT AGENCY, LLC, A DELAWARE LIMITED LIABILITY
COMPANY
Case Number: 20STCV12920 Case Type: Civil Unlimited Category: Other Employment Complaint Case
Date Filed: 2020-04-01 Location: Stanley Mosk Courthouse - Department 36
Reservation
Case Name:
DEBBEE KLEIN vs PARADIGM TALENT AGENCY, LLC, A Case Number:
DELAWARE LIMITED LIABILITY COMPANY 20STCV12920
Type: Status:
Motion to Compel Arbitration RESERVED
Filing Party:
Paradigm Talent Agency, LLC, a Delaware limited liability Location:
company (Defendant) Stanley Mosk Courthouse - Department 36
Date/Time: Number of Motions:
07/07/2020 8:30 AM 1
Reservation ID: Con rmation Code:
050877537565 CR-FFC6G8KPQHNPZFRY2
Fees
Description Fee Qty Amount
TOTAL $446.96
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Account Number: Authorization:
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