Brinker Arbitration Agreement 2022 - v2
Brinker Arbitration Agreement 2022 - v2
Brinker International Payroll Company, L.P. (“Brinker”) has various internal procedures for
amicably resolving disputes relating to your employment. However, if a dispute cannot be
resolved internally, this Agreement provides for resolution of certain matters through formal,
mandatory arbitration by an external, neutral arbitrator instead of court litigation.
To the maximum extent permissible under federal law, Brinker and you (on behalf of yourself,
your heirs, administrators, executors, successors, and assigns) agree to arbitrate all disputes
(except for Excluded Claims listed in the next section) involving legal or equitable rights, which
Brinker may have against you or you may have against Brinker, its parent(s), affiliates,
subsidiaries, divisions, predecessors, successors, assigns and its and their current and former
employees, officers, directors, and agents, arising out of or in any manner related to the
employment relationship (“Covered Claims”). Covered Claims include, for example, disputes
about the hiring process or applications for employment, the terms and conditions of
employment, wages and pay, leaves of absence, reasonable accommodation, discrimination,
harassment, contracts, trade secrets, confidential information, or termination of employment.
Such claims include, but are not limited to, individual claims under state private attorneys general
laws (e.g., California Private Attorneys General Act, California Labor Code §§ 2698, et seq.),
claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964,
the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities
Act of 1990, Sections 1981 through 1988 of Title 42 of the United States Code, any state or local
anti-discrimination, harassment, or wage laws, or any other federal, state, or local law, ordinance
or regulation, or those based on any public policy, contract, tort, equitable theory, or common law,
or any claim for costs, fees, or other expenses or relief, including attorneys’ fees. Covered Claims
are subject to arbitration, not a court or jury trial.
You and Brinker agree that you, your heirs, administrators, executors, successors, and assigns,
and Brinker, its current or former parent(s), affiliates, subsidiaries, divisions, predecessors,
successors, assigns and its and their current and former employees, officers, directors, and
agents may enforce this Agreement.
Claims not subject to arbitration under this Agreement are defined together as Excluded Claims
and are the following:
• claims based upon current (successor or future) stock option plans, or employee pension
and/or welfare benefit plans, if those plans already contain some form of arbitration or
other procedure for the resolution of disputes under the plan;
• claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual
Harassment Act of 2021 (9 USC. § 402(a));
• claims which by federal law, after application of the FAA and FAA preemption principles,
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are not subject to mandatory arbitration, such as, for example, those statutory claims
which the Dodd-Frank Wall Street Reform Act provides may not be subject to mandatory
pre-dispute arbitration, and representative claims for public injunctive relief under
California Business and Professions Code § 17203, but only to the extent the FAA
prohibits enforcement of the multi-plaintiff/claimant, class, collective, or representative
action waiver (discussed in the next section below) with respect to these types of claims;
and
• claims included in any lawsuit or administrative proceeding to which you are a party and
which are pending against Brinker prior to the date you sign this Agreement.
This Agreement also does not limit your ability to file a charge with a federal, state or local
administrative agency (such as the National Labor Relations Board, the Equal Employment
Opportunity Commission, or the Securities and Exchange Commission) and this Agreement does
not limit a federal, state or local government agency from its pursuit of a claim in court or the
remedies it may seek from a court.
Nothing in this Agreement prevents you from reporting allegations of unlawful employment
practices to appropriate federal, state, or local agencies; reporting any allegations of criminal
conduct to any appropriate federal, state, or local official; participating in a proceeding with any
appropriate federal, state, or local government agency enforcing discrimination laws; making any
truthful statements or disclosures required by law, regulation, or legal process; or requesting or
receiving confidential legal advice.
This Agreement does not limit the parties’ ability to request provisional relief from a court of
competent jurisdiction without waiving the right to arbitration, to the extent provided by applicable
federal or state law, upon the ground that the award to which the party may be entitled may be
rendered ineffectual without provisional relief.
You and Brinker agree that all Covered Claims must be pursued on an individual basis only
and you and Brinker waive the right to commence, be a party to, participate in, receive money
or any other relief from, or amend any existing lawsuit to include, any multi-plaintiff,
representative, collective, or class proceeding or claims or to bring jointly with any other person
any claim covered by this Agreement. You and Brinker agree that neither you nor Brinker may
bring Covered Claims on behalf of other individuals and an arbitrator may not: (a) without express
permission of all parties, combine more than one individual’s claim or claims into a single case;
(b) order, require, participate in or facilitate production of class-wide contact information or
notification to others of potential claims; or (c) arbitrate any form of a multi-plaintiff/claimant, class,
collective, or representative proceeding. No arbitrator has authority to consolidate Covered
Claims or proceed with arbitration on multi-plaintiff/claimant, class, collective, or representative
basis. Should such a claim be initiated in arbitration, the arbitrator shall summarily reject it as
beyond the scope of the Agreement. Excluded Claims as defined above are not subject to this
multi-plaintiff/claimant, class, collective and representative action waiver.
Any disputes concerning the validity of this multi-plaintiff/claimant, class, collective and
representative action waiver will be decided by a court of competent jurisdiction, not by the
arbitrator. In the event it is determined that this waiver or any portion of this waiver is
unenforceable with respect to any claim, then the portion of the multi-plaintiff/claimant, class,
collective, and representative action waiver that is enforceable shall be enforced in arbitration
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such that any claims subject to an enforceable multi-plaintiff/claimant, class, collective, or
representative action waiver must only be initiated and proceed in arbitration on an individual
basis (subject to applicable claims and defenses) as the exclusive forum. If, however, the multi-
plaintiff/claimant, class, collective, and representative action waiver is determined to be
unenforceable in its entirety with respect to any claim, the multi-plaintiff/claimant, class, collective,
and representative action waiver shall not apply to that claim, and that claim may only be initiated
and proceed in court (subject to applicable claims and defenses) as the exclusive forum.
To the extent any controversy, dispute, or claim is not in arbitration under this Agreement
(e.g., sexual harassment and sexual assault claims and other Excluded Claims), and to the
maximum extent permitted by law, and unless applicable law does not allow enforcement
of a pre-dispute jury trial waiver in the particular circumstances presented, you and Brinker
mutually agree to waive any rights to a jury trial with respect to any such controversy,
dispute, or claim relating to your employment or association with Brinker that Brinker has
against you or that you have against Brinker, its current or former officers, directors,
members, employees, vendors, clients, customers, agents, parents, subsidiaries, affiliated
companies, successors, or assigns. This paragraph does not apply in California.
If any provision, or any portion of any provision, of this Agreement is found to be invalid, void, or
unenforceable, it shall be interpreted in a manner or modified to make it enforceable. If that is not
possible, it shall be severed and the remaining provisions of this Agreement shall remain in full
force and effect.
Arbitration Rules
Any arbitration under this Agreement shall be arbitrated by a single arbitrator in accordance with
the Employment Arbitration Rules of the American Arbitration Association (“AAA”), except that
any AAA rules relating to multi-plaintiff/claimant, class, collective, or representative actions are
inapplicable as this Agreement precludes such claims. A copy of the current AAA Employment
Arbitration Rules is available for you to review at www.adr.org or from your PeopleWorks Partner.
You also may contact AAA to request a copy of these rules at 1101 Laurel Oak Road, Suite 100,
Voorhees, NJ 08043, Toll Free No. 877-495-4185.
You and Brinker agree that any arbitration award shall have no preclusive effect as to issues or
claims in any other dispute or arbitration proceeding and that arbitrators are barred from giving
prior arbitration awards precedential effect.
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To bring a claim under this Agreement, you must send a written demand for arbitration, personally
signed by you, to the AAA and also to Brinker: General Counsel, Brinker International, 3000
Olympus Boulevard, Dallas, TX 75019. To bring a claim under this Agreement, Brinker must
send a written demand for arbitration, personally signed by the Company, to the AAA and also
to your last known address.
• Arbitrations shall take place in or near the city where you work or last worked for Brinker.
• Each party shall have the right to conduct discovery (including third party subpoenas)
adequate to fully and fairly present the claims and defenses consistent with the
streamlined nature of arbitration. The arbitrator is authorized to issue third-party
subpoenas and shall permit any form of discovery available to the parties had the dispute
been adjudicated in a court of competent jurisdiction.
• Brinker will pay the arbitration filing fees, and the fees of the arbitrator, however, if the
arbitration is initiated by you, you will be responsible for paying an amount equal to the
filing fee to initiate a claim in the federal court in the state in which you are (or were last)
employed by Brinker. Except for the fees for the arbitrator and the administration of the
arbitration, both of which shall be paid by Brinker, subject to the preceding sentence,
each party shall otherwise bear its own costs and fees associated with the arbitration,
unless provided by this Agreement, applicable law, operation of law, awarded by the
arbitrator as sanctions for violation of an arbitrator’s order, the filing of frivolous claims,
and/or violation of Federal Rule of Civil Procedure 11, or awarded by the arbitrator in the
final, written decision.
• If there is a conflict between the Agreement and the AAA Employment Arbitration
Rules, this Agreement prevails.
• The law of the state in which you work or most recently worked for Brinker (without regard
for its conflict of law principles) will govern the substance of the claim being arbitrated.
• The arbitrator may award individual relief only. The arbitrator’s decision shall be final and
binding on the parties, their heirs, executors, administrators, successors and assigns, and
may be entered and enforced in any court of competent jurisdiction. The arbitrator shall
have the power to award the same damages (subject to applicable statutory or other
limitations) or legal or equitable relief that would have been available in a court of
competent jurisdiction including, but not limited to, any remedy or relief that the arbitrator
deems just and equitable and which is authorized by applicable law, including but not
limited to, attorneys’ fees available under applicable law. The arbitrator also may award
monetary and non-monetary sanctions or other relief against a party or a party’s attorney(s)
for violation of an arbitrator’s order, the filing of frivolous claims, and/or violation of the
Federal Rule of Civil Procedure 11.
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• All orders of the arbitrator (except evidentiary rulings at the arbitration) will be in writing
and subject to review pursuant to the Federal Arbitration Act (“FAA”). You and Brinker
agree that the FAA shall govern the Agreement. State arbitration statutes (such as, for
example, N.H. Rev. Stat. Ann. § 542, et seq.) shall apply only to the extent they are not
preempted by the FAA.
Consideration
This Agreement provides for mutual obligations on Brinker and you. Unless otherwise provided
by applicable law, these mutual obligations and/or your employment or continued employment
with Brinker shall constitute consideration and acceptance by you of the terms and conditions set
forth in this Agreement. In addition, even where not required by applicable law, Brinker will pay
the arbitrator’s fees, and, to the extent you are required to pay administrative filing fees, Brinker
agrees to reimburse you for any administrative filing fees the AAA imposes to initiate arbitration
(however, if you initiate the arbitration, you will be required to pay the amount equal to the filing
fee to initiate a claim in the federal court in the state in which you were (or were last) employed
by Brinker). Even where not required to do so by applicable law, Brinker agrees to pay all travel,
lodging, and meal costs of the arbitrator. That said, separate from costs, the parties retain any
rights they each may have pursuant to applicable law to recover attorneys’ fees from each other
if ordered by the arbitrator: e.g., for frivolous claims or fees resulting from an offer of judgment.
The parties agree that the consideration set forth in this paragraph is wholly adequate to support
this Agreement.
BY SIGNING BELOW, I AFFIRM THAT I HAVE RECEIVED AND READ OR HAD THE
OPPORTUNITY TO READ THIS AGREEMENT AND THE AAA EMPLOYMENT ARBITRATION
RULES. I AGREE TO THE TERMS OF THE AGREEMENT AND UNDERSTAND AND AGREE
THAT THE AGREEMENT, WHICH MAY BE ENFORCED IN COURT, REQUIRES THAT ALL
COVERED CLAIMS BE SUBMITTED TO ARBITRATION PURSUANT TO THE AGREEMENT
RATHER THAN TO A JUDGE OR JURY IN COURT. I FURTHER UNDERSTAND AND AGREE
THAT THE AGREEMENT DOES NOT CHANGE OR ALTER MY AT-WILL EMPLOYMENT
STATUS. BRINKER UNDERSTANDS THAT BY PROVIDING THIS AGREEMENT, IT IS
BOUND BY IT AS WELL.
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