Legal Document: NUVISION HOLDINGS, LLC vs PALMER, DAVID

On June 11, 2024 a COMPLAINT was filed involving a dispute between Nuvision Holdings, Llc, and Palmer, David, Safe View Solutions Llc, for Civil in the District Court of Hillsborough County.

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Filing # 200276784 E-Filed 06/11/2024 11:18:15 AM

IN THE CIRCUIT COURT OF THE 13TH JUDICIAL CIRCUIT
IN AND FOR HILLSBOROUGH COUNTY, FLORIDA

NUVISION HOLDINGS, LLC,
an Arizona corporation,

Plaintiff, Case No.:
v.

DAVID PALMER, an individual, and
SAFE VIEW SOLUTIONS LLC, a
Florida limited liability company,

Defendants.
__________________________________________/

COMPLAINT FOR INJUNCTIVE RELIEF AND DAMAGES

Plaintiff, NUVISION HOLDINGS, LLC (“NUVISION”), by and through its undersigned

counsel hereby files this Complaint for Injunctive Relief and Damages and sues Defendants,

DAVID PALMER (“PALMER”), an individual, and SAFE VIEW SOLUTIONS LLC (“SVS”), a

Florida limited liability company, and alleges as follows:

GENERAL ALLEGATIONS

Jurisdiction And Venue

1. This is an action for injunctive relief and damages that exceed the jurisdictional

minimum of the Circuit Court.

2. Plaintiff, NUVISION, is an Arizona corporation authorized to do business

throughout Florida.

3. Defendant, PALMER, is an individual who is a resident of Hillsborough County,

Florida.

4. Defendant, SVS, is a Florida limited liability company with its principal place of

business at 1091 E. Brandon Blvd, Brandon, Florida 33511.

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5. All conditions precedent to Plaintiff’s maintenance of this action have occurred or

their performance has been waived by the Defendants.

General Allegations as to NuVision Holdings, LLC

6. Plaintiff, NUVISION, is in the auto glass installation business and regularly works

with vendors, suppliers, technicians, manufacturers, distributors, and customers in said industry

throughout Florida.

7. Plaintiff, NUVISION, has invested a substantial amount of time, money and effort

over the years since its inception in developing marketing, advertising, promoting and providing

its business throughout Florida.

8. Plaintiff has also invested a substantial amount of time, money, and effort in terms

of developing and implementing its proprietary and confidential business information, techniques,

know-how and sales process unique to the auto glass installation business.

9. As a result of Plaintiff’s confidential proprietary business practices, Plaintiff has

developed a strong reputation in the auto glass installation business throughout Florida.

10. Plaintiff spent significant time, effort and resources to teach and provide PALMER

and SVS with unique and specialized training in the auto glass installation business.

11. In order to protect its business in general, its confidential and proprietary business

information, its critical business relationships with its customers, and to protect the significant

investment of time and specialized training that PALMER and SVS was going to receive during

the relationship, Plaintiff advised PALMER and SVS from the very outset, that it was only willing

to hire him if each agreed to be bound by certain proprietary/confidentiality provisions regarding

Plaintiff’s business, as well as certain non-solicitation and confidentiality provisions during and

after termination of employment.

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12. In furtherance of protecting these legitimate business interests, Plaintiff had

PALMER and SVS execute the 2023.12.15 David Palmer/Safe View Solutions LLC - Independent

Contractor Agreement (the “Palmer Agreement”).

13. As a result of the execution of the Palmer Agreement, PALMER and SVS received

specialized and extraordinary training and had access to Plaintiff’s confidential and proprietary

business information, learning how to successfully operate in the auto glass installation market in

Florida and was introduced to many vendors, suppliers, technicians, manufacturers, distributors,

and customers in said industry throughout Florida.

14. Plaintiff has retained undersigned counsel to represent it in connection with this

litigation and has agreed to and become obligated to pay its reasonable attorneys’ fees.

General Allegations as to David Palmer/Safe View Solutions LLC

15. PALMER and SVS were first hired by Plaintiff as a subcontractor on or about

November 18, 2021.

16. On or about December 12, 2024, PALMER, individually and on behalf of SVS,

signed the Palmer Agreement, attached hereto as Exhibit “A,” which contained restrictive

covenants, including a restriction on solicitation of clients, contractors, and employees, as well as

covenants agreeing to maintain the confidentiality of Plaintiff’s confidential information and trade

secrets.

17. Section 8 of the Palmer Agreement contains a “Confidential Information”

covenant, which provides:

8.1. Definition. “Confidential Information” means an item of information
or compilation of nonpublic proprietary information in any form (tangible
or intangible) related to the Company’s business that Contractor acquires or
gains access to during the engagement that the Company has not authorized
public disclosure of, and that is not readily available to the public or persons
outside the Company. By way of example and not limitation, Confidential

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Information includes: private contract terms, customer business
preferences, historical transaction data regarding customers, and customer
implementation plans; financial performance; business plans and strategies;
customized software, internal business methods, processes, and systems and
innovations; marketing plans, market surveys, research and analysis;
unpublished pricing information, and variables such as costs, discounting
options, and profit margins; business sale and acquisition opportunities
identified by the Company; dealings with vendors, suppliers, technicians,
manufacturers, distributors, and customers; information regarding product
sourcing, ingredients, formulas, and manufacturing processes, including
where products are made and by whom; and Company trade secrets.

8.2. Obligations. Contractor acknowledges that items of Confidential
Information are the Company’s valuable assets and have economic value
because they are not generally known by the public or others who could use
them to their own economic benefit and/or to the competitive disadvantage
of the Company. Contractor agrees to use Confidential Information only in
the performance of its duties, to hold such information in confidence and
trust, and not to engage in any unauthorized use or disclosure of such
information during the engagement and for so long thereafter as such
information qualifies as Confidential Information. Contractor will follow
industry best practices and any additional Company instructions regarding
use or storage of Confidential Information and return all such records
(including all copies) when the engagement with Company ends, or sooner
if requested. Contractor’s nondisclosure obligation shall extend for a period
of two (2) years after Contractor’s termination as to Confidential
Information that does not qualify for protection as a trade secret. Trade
Secret information shall be protected from disclosure as long as the
information at issue continues to qualify as a trade secret.

Palmer Agreement, pages 2 and 3.

18. Section 10 of the Palmer Agreement contains a “Non-Solicit and Non-

Circumvention” covenant, which provides:

10.1. Non-Solicit. During the term of this Agreement or any Scope of Work
hereunder, and for a period of six (6) months thereafter, Contractor shall not
directly or indirectly: (i) solicit a customer or client of Company, with
whom Contractor worked during this Agreement or a Scope of Work; or (ii)
solicit an employee or contractors of Company with whom Contractor
worked during the Agreement or Scope of Work to leave Company’s
employ or contractual relationship. In jurisdictions that do not permit a non-
solicitation agreement, the restrictions in this section are limited to use of
Confidential Information for these purposes.

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10.2. Non-Circumvention. Contractor agrees that during their term as an
authorized Contractor they shall process all payments for approved Services
through Company, and shall not take any direct or indirect actions that
would circumvent or reasonably have the effect of circumventing the
processing of payments for any Services.

Palmer Agreement, page 3.

19. In the weeks preceding the filing of this lawsuit, PALMER, in his individual

capacity and on behalf of SVS, breached the Palmer Agreement by engaged in various acts in

violation of the stated Confidential Information” covenant and Non-Solicit and Non-

Circumvention covenant of the Palmer Agreement including but not limited to: Using Plaintiff’s

confidential information to contact and solicit Plaintiff’s vendors, suppliers, technicians,

manufacturers, distributors, and customers to abandon their relationships with Plaintiff and take

their business/services to another company in the industry, and sharing confidential information,

including forwarded text messages, with Plaintiff’s vendors, suppliers, technicians, manufacturers,

distributors, and customers in an effort to sow distrust between Plaintiff and said vendors,

suppliers, technicians, manufacturers, distributors, and customers.

COUNT I – BREACH OF CONTRACT AND INJUNCTIVE RELIEF AGAINST

PALMER AND SVS

20. Plaintiff repeats and realleges each and every General Allegation above, as if set

forth herein in full.

21. This is an action for injunctive relief against Defendants, PALMER and SVS.

22. Fla. Stat. §542.335 applies to the interpretation and enforcement of the foregoing

agreement since it was entered into and executed in Florida after July 1, 1996.

23. As a specific condition to entering into a relationship with Defendants, PALMER

and SVS, Plaintiff insisted upon each agreeing to be bound by the foregoing agreement in order to

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preserve and protect its business, as well as its confidential and proprietary business information,

goodwill, reputation, target market, and business relationships with its vendors, suppliers,

technicians, manufacturers, distributors, and customers, all of which constitute legitimate business

interests (as that term is used and defined in Fla. Stat. §542.335) and all of which has taken Plaintiff

many years to develop into the successful and highly regarded business that it operates.

24. Although Defendants, PALMER and SVS, agreed to abide and be bound by the

forgoing agreement, particularly the Palmer Agreement at the time of respective employment,

Defendants, PALMER and SVS, violated the agreement as more particularly described

hereinabove.

25. The injunctive relief requested herein and the terms, conditions, and duration of the

restrictive covenants found in the Palmer Agreement is reasonably necessary to protect numerous

legitimate business interest of Plaintiff [as defined in Fla. Stat. §542.335(1)(b)], which interests

include, but are not limited to:

a) Valuable proprietary and confidential business information, technical and

non-technical information, and other professional information (some of

which constitutes trade secrets, including but not limited to; sales and pricing

techniques and information, information regarding costs, marketing and

advertising plans/information, format/content of business documents

including but not limited to customers contracts, customer information,

business strategies, customer lists, etc.;

b) Plaintiff's substantial business relationships with its existing vendors,

suppliers, technicians, manufacturers, distributors, and customers, as well as

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with its customer base in the Broward County and commercial trucking

nationwide markets;

c) The customer/client goodwill associated with Plaintiffs ongoing business in

the auto glass installation business; and

d) The extraordinary, unique and specialized training in the auto glass

installation industry in general, and the Plaintiff's market in particular, that

Defendants, PALMER and SVS, received from Plaintiff during the period of

their employment.

26. Enforcement of the restrictive covenants in the Palmer Agreement is reasonably

necessary to protect Plaintiff' s above-described legitimate business interests.

27. Plaintiff does not have an adequate remedy at law in that money damages are

completely inadequate and incapable of compensating Plaintiff for the violations of the Palmer

Agreement, which violations presently continue to take place.

28. The violations of the Palmer Agreement by Defendants, PALMER and SVS, have

caused and will continue causing Plaintiff to sustain irreparable harm and injury to its business and

to its business interests and which injury is presumed in favor of Plaintiff as being irreparable

pursuant to Fla. Stat. §542.335(1)(j).

29. Based on the foregoing and the repeated and ongoing violations as set forth herein,

Plaintiff clearly has a substantial likelihood of success on the merits of its claims for injunctive

relief as requested herein.

WHEREFORE, Plaintiff, NUVISION HOLDINGS, LLC, respectfully demands entry of

an injunction pursuant to Fla. Stat. §542.335 and applicable common law, thereafter to be made

permanent after final hearing, enjoining Defendants, PALMER and SVS, and all those otherwise

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in active concert with them, from violating and breaching the Palmer Agreement as described

hereinabove, including but not limited to:

A. Enjoining Defendants, PALMER and SVS, and any entity with whom either acts as

an agent, from soliciting any active or inactive vendors, suppliers, technicians, manufacturers,

distributors, and customers of Plaintiff for the purpose of inducing or intending to induce any

activity to curtail or terminate any business relationship with Plaintiff.

B. Directing and ordering Defendants, PALMER and SVS, and all those otherwise in

active concert with them, to immediately deliver and tum over to Plaintiff any and all property,

business records, and proprietary information and documentation of any kind which Defendants,

PALMER and SVS, or those for whom either is acting as an Agent, have obtained from Plaintiff,

and/or otherwise regarding any facet of Plaintiff’s business operations or its relationships with any

active or inactive vendors, suppliers, technicians, manufacturers, distributors, and customers of

Plaintiff;

C. Enjoining and prohibiting Defendants, PALMER and SVS, and all those otherwise

in active concert with them, from using either directly, indirectly, and/or to any 3rd parties of

Plaintiff's above-described property, business records, and proprietary information and

documentation of any kind which Defendants have obtained regarding Plaintiff’s business

operations or its relationships with any active or inactive vendors, suppliers, technicians,

manufacturers, distributors, and customers of Plaintiff; and

D. Awarding Plaintiff its costs and disbursements, and reasonable attorneys' fees

pursuant to Fla. Stat. §542.335(1)(k), together with awarding Plaintiff such other and further relief

as this Court deems just, equitable and proper.

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COUNT II - TORTIOUS INTERFERENCE WITH ADVANTAGEOUS BUSINESS

RELATIONSHIPS AGAINST PALMER AND SVS

30. Plaintiff repeats and realleges each and every General Allegation above, as well as

all allegations contained in Count I, as if set forth herein in full.

31. Business relationships exists between Plaintiff and its vendors, suppliers,

technicians, manufacturers, distributors, outside sales partners, and customers.

32. In furtherance of its relationships and in order to protect its business in general, its

confidential and proprietary business information, its critical business relationships, and to protect

the significant investment of time and specialized training provided by Plaintiff, Plaintiff required

PALMER to be bound by certain proprietary/confidentiality provisions regarding Plaintiff’s

business as well as non-solicitation and confidentiality provisions during and after termination of

employment.

33. Despite having knowledge of Plaintiff’s an ongoing business relationships and

despite being contractually prohibited from soliciting the services of Plaintiff’s technicians and

outside sales partners, PALMER and SVS made concerted efforts to entice Plaintiff’s technicians

and outside sales partners to leave Plaintiff and work with PALMER and SVS.

34. As part of this solicitation, PALMER and SVS made material misrepresentations

about Plaintiff’s financial status, sustainability, and commitment to its technicians.

35. The actions of PALMER and SVS were improper and without justification.

36. PALMER and SVS and/or its representatives knew its actions resulted in

interference with business relations which benefit the Plaintiff.

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37. As a direct and proximate result of the conduct of PALMER and SVS, Plaintiffs’

business relationships have been damaged, thereby damaging Plaintiff’s reputation, promotional

efforts, goodwill and profits.

38. To the extent PALMER and SVS’ conduct and actions were done willfully,

intentionally, maliciously and without regard for the rights of Plaintiff, Plaintiff accordingly

reserves the right to amend its Complaint, pursuant to Florida Statutes, § 768.72, to proffer the

necessary evidence to assert a claim for punitive damages against PALMER and SVS.

WHEREFORE, Plaintiff, NUVISION, respectfully demands that this Court enter judgment

against Defendants, PALMER and SVS, for compensatory damages together with awarding

Plaintiff pre-and-post judgment interest, its costs and disbursements and such other and further

relief as this Court deems just, equitable and proper.

Steven C. Pratico, Esq.
Florida Bar Number: 0539201
Johnson, Pope, Bokor, Ruppel & Burns, LLP
400 North Ashley Drive, Suite 3100
Tampa, Florida 33602
Telephone: (813) 225-2500
Fax: (813) 223-7118
Primary email: spratico@jpfirm.com
Secondary email: karab@jpfirm.com
Counsel for Plaintiff, NUVISION HOLDINGS,
LLC

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EXHIBIT A

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Independent Contractor Agreement
This Agreement is between NuVision Holdings, LLC (“Company”) and the undersigned independent
contractor (“Contractor”) (collectively the “Parties’). This Agreement includes a binding Mutual
Arbitration Agreement (“Arbitration Agreement”) below. The Parties agree as follows:
1. Independent Contractor Status. Contractor shall perform the Services described in the Scope of
Work (Exhibit A), incorporated herein by reference. Contractor is an independent contractor and
neither Contractor, Contractor’s employees, or other contract personnel are, or shall be deemed,
Company’s employees. In its capacity as an independent contractor, Contractor agrees and
represents:
1.1. Contractor is customarily engaged in its own independent trade, occupation, or business.
Contractor has the right to perform Services for others, and expects to do so, during the
term of this Agreement. This Agreement is not exclusive, but is subject to the conflict of
interest clause and other terms herein.
1.2. Contractor possesses the skills, knowledge, and experience to complete the Services
without the need for training from Company.
1.3. Contractor has the sole right to control and direct the means, manner, and method by
which the Services required by this Agreement will be performed. Contractor shall select
the routes taken, starting and ending times, days of work, and order the work is
performed. Company does not exercise authority or control over the Services.
1.4. Contractor is free to accept or reject work, and has complete discretion whether to enter
into this Agreement and any particular Scope of Work hereunder.
1.5. Contractor shall provide the tools and equipment necessary to complete the Services, and
shall not be reimbursed for any expenses, unless otherwise expressly agreed to by the
parties. Contractor shall pay all operational costs for its business.
1.6. Contractor bears the risk of profit or loss based on Contractor’s Fees and operating
expenses.
1.7. Contractor will comply with all applicable laws, rules, and regulations in performing
Services. Contractor agrees to promptly report to Company in writing any violations of
applicable law arising out of or related to Contractor’s services, including without
limitation any discrimination, harassment, health and safety violations, bribes, or
conflicts of interest. The Services Contractor provides under this Agreement do not
infringe on any rights of a third party.
1.8. The Parties agree that this Agreement satisfies to requirements of a declaration of
independent contractor status under Arizona Revised Statute § 23-1601 and a written
agreement of independent contractor status under Arizona Revised Statute § 23-902.
2. Fees and Invoices. Fees for Contractor’s Services are set forth in the Scope of Work. Contractor
shall submit invoices each Monday, or as otherwise agreed to by the parties in writing. Company
shall pay invoices within seven (7) calendar days, or as otherwise agreed to by the parties in writing.
3. Business Entity, Licenses, Permits, and Certificates. Contractor represents and warrants it has
formed a business entity (LLC or otherwise) through which it conducts its business and enters into
this Agreement, and maintains necessary business licenses and registrations. Contractor represents
and warrants that all employees and personnel associated with it shall comply with federal, state, and

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local laws requiring any required licenses, permits, and certificates necessary to perform the Services
under this Agreement.
4. Taxes; Wages. Contractor, and not Company, is solely responsible for: federal, state, and other tax
obligations relating, including payment, contribution, and reporting, withholding FICA, Medicare,
Social Security, or any other tax obligations related to Contractor or its employees or personnel;
payment of wages, and compliance with employer wage and hour obligations, for all of Contractor’s
employees; and protected time off (including paid sick time) for itself and its employees.
5. Benefits. Contractor understands and agrees it is solely responsible for the benefits of itself and its
employees, including without limitation health care (ACA-compliant minimal essential coverage),
vision, dental, short or long term disability, retirement plans, and fringe benefits. Contractor is not
entitled to participate in Company’s benefit programs.
6. Unemployment; Workers’ Compensation. Contractor is not eligible for unemployment benefits or
workers’ compensation coverage from Company because the Contractor is not an employee of
Company. Contractor shall be solely responsible for providing all unemployment insurance and
workers’ compensation insurance on behalf of itself and its employees.
7. Conflict of Interest. Contractor shall avoid conflicts of interest, which includes undue influence
over its Services, receiving any personal or business benefit that interferes with Contractor’s ability
to provide Services in Contractor’s best interest, or impairs Contractor’s ability to exercise good
business judgment regarding the Services.
8. Confidential Information.
8.1. Definition. “Confidential Information” means an item of information or compilation of non-
public proprietary information in any form (tangible or intangible) related to the Company’s
business that Contractor acquires or gains access to during the engagement that the Company
has not authorized public disclosure of, and that is not readily available to the public or persons
outside the Company. By way of example and not limitation, Confidential Information includes:
private contract terms, customer business preferences, historical transaction data regarding
customers, and customer implementation plans; financial performance; business plans and
strategies; customized software, internal business methods, processes, and systems and
innovations; marketing plans, market surveys, research and analysis; unpublished pricing
information, and variables such as costs, discounting options, and profit margins; business sale
and acquisition opportunities identified by the Company; dealings with vendors, suppliers,
manufacturers, distributors, and customers; information regarding product sourcing, ingredients,
formulas, and manufacturing processes, including where products are made and by whom; and
Company trade secrets.
8.2. Obligations. Contractor acknowledges that items of Confidential Information are the
Company’s valuable assets and have economic value because they are not generally known by
the public or others who could use them to their own economic benefit and/or to the competitive
disadvantage of the Company. Contractor agrees to use Confidential Information only in the
performance of its duties, to hold such information in confidence and trust, and not to engage in
any unauthorized use or disclosure of such information during the engagement and for so long
thereafter as such information qualifies as Confidential Information. Contractor will follow
industry best practices and any additional Company instructions regarding use or storage of
Confidential Information and return all such records (including all copies) when the engagement
with Company ends, or sooner if requested. Contractor’s nondisclosure obligation shall extend
for a period of two (2) years after Contractor’s termination as to Confidential Information that

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does not qualify for protection as a trade secret. Trade Secret information shall be protected
from disclosure as long as the information at issue continues to qualify as a trade secret.
8.3. No Interference With Rights. Nothing in this Agreement prohibits any person, including
Contractor, from making a good-faith report to an agency, or from disclosing or discussing
conduct they reasonably believe to be illegal discrimination, illegal harassment, illegal
retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear
mandate of public policy, or the existence of a settlement involving any such event or conduct.
9. Return of Property. On termination of this Agreement, or sooner if instructed, each Party shall
immediately return all property belonging to the other Party.
10. Non-Solicit and Non-Circumvention.
10.1. Non-Solicit. During the term of this Agreement or any Scope of Work hereunder, and for a
period of six (6) months thereafter, Contractor shall not directly or indirectly: (i) solicit a
customer or client of Company, with whom Contractor worked during this Agreement or a
Scope of Work; or (ii) solicit an employee or contractors of Company with whom Contractor
worked during the Agreement or Scope of Work to leave Company’s employ or contractual
relationship. In jurisdictions that do not permit a non-solicitation agreement, the restrictions
in this section are limited to use of Confidential Information for these purposes.
10.2. Non-Circumvention. Contractor agrees that during their term as an authorized Contractor
they shall process all payments for approved Services through Company, and shall not take
any direct or indirect actions that would circumvent or reasonably have the effect of
circumventing the processing of payments for any Services.
11. Use of Company Name, Logos, and Marks. Contractor shall not use Company’s name, logos and
marks, or any other proprietary designations thereof, in any manner and for any purpose, without the
prior express written approval of Company.
12. Liability; Indemnification. Unless prohibited by applicable law as determined by an arbitrator
pursuant to the mutual agreement to arbitrate below, Contractor shall be responsible for, and shall
indemnify fully, defend and hold harmless Company, its owners, officers, employees, and agents, of
and from, any and all claims, demands, taxes, penalties, actions, charges, liabilities, or damages,
including legal costs and attorneys’ fees (collectively “Claims”) arising out of or related to
Contractor’s: (i) breach of this Agreement; (ii) negligent or intentional acts or omissions; or (iii)
violation of applicable law. Contractor shall promptly notify Company in writing if it becomes
aware of any such Claims.
13. Insurance. Contractor shall be responsible for the costs related to purchasing and maintaining
insurance policies to cover Services, including selection of the vendor(s) and manner through which
such policies are obtained. Company reserves the right to inspect documents showing proof of such
coverage. Contractor shall name Client as an additional insured, and shall notify Client in writing
prior to making any material changes to required insurance.
13.1. Contractor shall maintain general liability insurance (coverage to include, but not limited to,
bodily injury, personal injury, property damage, contractual liability) with at least a one
million dollar policy limit. The general liability insurance policy shall include a garage
keeper’s addendum.
13.2. Contractor shall maintain, at its sole expense, an auto insurance policy with at least a
$500,000 combined single limit, and such insurance shall be primary.
14. Mutual Arbitration Agreement.
3

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a. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the terms of the Mutual
Arbitration Agreement (“Arbitration Agreement”), which evidences a transaction involving
commerce. All disputes covered by this Arbitration Agreement will be decided by a single
arbitrator through final and binding arbitration and not by way of court, jury trial, or any
other adjudicatory proceeding. Contractor and Company specifically acknowledge and agree
that nothing in this Agreement, including without limitation, referencing the types of claims
covered by this Agreement, is intended in any way to create an employment relationship or
imply that Contractor is an employee of the Company. Contractor acknowledges, agrees and
represents that no employment relationship exists between Contractor and Company.
Contractor is a professional that provides services to the Company as an independent
contractor and/or as an employee of a contractor, staffing agency, or professional employer
organization.

b. CLAIMS COVERED BY THIS ARBITRATION AGREEMENT: This Arbitration
Agreement is intended to be as broad as legally permissible, and, except as it otherwise
provides, applies to all claims or controversies, past, present, or future, that otherwise would
be resolved in a court of law or before a forum other than arbitration. Except as it otherwise
provides, this Arbitration Agreement applies to any dispute that the Company may have
against You or that You may have against the Company, and/or any of its: (1) officers,
directors, employees, or agents in their capacity as such or otherwise, (2) successors or
assigns; (3) vendors; (4) contractors, staffing agencies and professional employer
organizations; and each and all of which (1-4) may enforce this Arbitration Agreement.

Except as it otherwise provides, this Agreement applies, without limitation, to claims based
upon or related to discrimination, harassment, retaliation, defamation, breach of a contract or
covenant, fraud, negligence, trade secrets, unfair competition, wages, minimum wage and
overtime or other compensation or any monies claimed to be owed, meal breaks and rest
periods, termination, tort claims, common law claims, equitable claims, and all other federal,
state, or local legal claims arising out of or relating to Your relationship with the Company
and performance and/or termination of work services for the Company and/or any type of
claim arising out of an alleged employment relationship. Additionally, any claims or disputes
regarding Your work and/or alleged employment status with Company, including without
limitation any claims that a Contractor should be classified as an employee of Company is
arbitrable and covered under this Arbitration Agreement.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive
authority to resolve any dispute relating to the validity, applicability, enforceability, waiver,
or formation of this Arbitration Agreement including, but not limited to any claim that all or
any part of this Arbitration Agreement is void or voidable. However, the preceding sentence
will not apply to any claims under the Ending Forced Arbitration of Sexual Assault and
Sexual Harassment Act, and, as stated in the “Class and Collective Action Waivers” below,
the preceding sentence will not apply to the Class Action Waiver and/or Collective Action
Waiver.

c. CLAIMS NOT COVERED BY THIS ARBITRATION AGREEMENT: The following
claims are not covered under the Arbitration Agreement: disputes that may not be subject to
arbitration or pre-dispute arbitration agreement as expressly provided by a controlling federal
statute (including, for example, disputes that may not be subject to pre-dispute arbitration

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agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment
Act (at Contractor’s election).

Nothing in this Arbitration Agreement prevents Contractor from making a report to or filing
a claim or charge with a governmental agency, including without limitation, the Equal
Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange
Commission, National Labor Relations Board, Occupational Safety and Health
Administration, Office of Federal Contract Compliance Programs, or law enforcement
agencies, and nothing in this Agreement prevents the investigation by a government agency
of any report, claim or charge otherwise covered by this Arbitration Agreement. This
Arbitration Agreement also does not prevent federal administrative agencies from
adjudicating claims and awarding remedies based on the claims addressed in this paragraph,
even if the claims would otherwise be covered by this Arbitration Agreement. The Company
will not retaliate against Me for filing a claim with an administrative agency. This
Arbitration Agreement also does not prevent or prohibit Me in any way from reporting,
communicating about, or disclosing claims for discrimination, harassment, retaliation, or
sexual abuse.

d. CLASS AND COLLECTIVE ACTION WAIVERS:

(1) THE COMPANY AND I WAIVE ANY RIGHT FOR ANY DISPUTE TO BE
BROUGHT, HEARD, DECIDED OR ARBITRATED AS A CLASS ACTION AND
THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR OR PRESIDE
OVER ANY SUCH CLAIM (“Class Action Waiver”). The Class Action Waiver will
be severable from this Agreement in any case in which (1) the dispute is filed as a
class action and (2) there is a final judicial determination that the Class Action
Waiver is invalid, unenforceable, unconscionable, void or voidable. In such case, the
class action must be litigated in a civil court of competent jurisdiction—not in
arbitration—but the portion of the Class Action Waiver that is enforceable shall be
enforced in arbitration.

(2) THE COMPANY AND I WAIVE ANY RIGHT FOR ANY DISPUTE TO BE
BROUGHT, HEARD, DECIDED OR ARBITRATED AS A COLLECTIVE
ACTION AND THE ARBITRATOR WILL HAVE NO AUTHORITY TO HEAR
OR PRESIDE OVER ANY SUCH CLAIM (“Collective Action Waiver”). The
Collective Action Waiver will be severable from this Agreement in any case in which
(1) the dispute is filed as a collective action and (2) there is a final judicial
determination that the Collective Action Waiver is invalid, unenforceable,
unconscionable, void or voidable. In such case, the collective action must be litigated
in a civil court of competent jurisdiction—not in arbitration—but the portion of the
Collective Action Waiver that is enforceable shall be enforced in arbitration.

e. CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT (“PAGA”) INDIVIDUAL
ACTION REQUIREMENT. You and the Company agree to arbitrate PAGA claims on an
individual basis only. Therefore, any claim by You under PAGA to recover civil penalties or
other individual relief must be arbitrated under this Agreement. The Arbitrator is without
authority to preside over any PAGA claim by You on behalf of any other person or joined by
or consolidated with another person’s PAGA claim. This PAGA Individual Action
Requirement clause will be severable from this Agreement if there is a final judicial
5

Document11:18
6/11/2024 Ref: QNFOW-LBKGZ-TE77H-DRGWG
AM Electronically Filed: Hillsborough County/13th Judicial Circuit Page 16 Page 5 of 9
determination that it is invalid, unenforceable, unconscionable, void or voidable. In such
case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in
arbitration—but the portion of the PAGA Individual Action Requirement that is enforceable
will be enforced in arbitration.

f. If either party wishes to initiate arbitration, the initiating party must notify the other party in
writing via certified mail, return receipt requested, within the applicable statute of limitations
period. This demand for arbitration must include (1) the name and address of the party
seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a
description of the remedy sought and must be signed by the party bringing the claim. Any
demand for arbitration shall be delivered to the address indicated in the notice terms of this
Agreement, unless that address has been updated, in writing. The Arbitrator will resolve all
disputes regarding the timeliness or propriety of the demand for arbitrat

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Huey, Paul. L Track Judge’s New Case

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June 11, 2024

Case Filing Date

June 11, 2024

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