also asked Farrar to “[p]lease also sign the Assignment of Inventions and Confidentiality Agreement enclosed with this letter and return it to us, together with the signed copy of this letter.” Paragraph 8 of the final offer letter was likewise entitled “Confidential Information,” and similarly stated, “Direct Commerce has developed and will continue to develop key proprietary information crucial to its business” and provided Farrar, as a condition of her employment, would “sign a Confidentiality Agreement in the form delivered to you by Direct Commerce.” The closing paragraph of the final offer letter, before the signature block, again asked Farrar to “[p]lease also sign the Assignment of Inventions and Confidentiality Agreement enclosed with this letter and return it to us, together with the signed copy of this letter.” Although Farrar signed the final offer letter on January 6, 2011, she states in her opposing declaration that she did not actually receive the confidentiality agreement until four days later, on January 10, 2011, when she started her employment. Farrar makes no claim, however, that she objected to either the initial or final offer letter because the referenced confidentiality agreement was not attached. Nor does she claim that she ever asked for and was refused a copy of the confidentiality agreement. In Hanavan’s e-mail to Farrar attaching the final offer letter, he pointed out he had “added the section about evaluating commission for Ongoing Fees at the end of year 2.” He made no mention of the changes to paragraph 13 or of any other wording changes in the final offer letter. The final offer letter and agreement provided Farrar with a $100,000 salary, plus commissions and the opportunity for stock options. Direct Commerce was assisted by counsel during the negotiations with Farrar. Farrar was not represented, but makes no claim she asked for additional time or for the opportunity to review the offer letter with counsel and was refused. Four years later, Direct Commerce terminated Farrar’s employment, and in June 2015, she sued the company, alleging breach of contract, conversion, wrongful termination, breach of the covenant of good faith and fair dealing and failure to pay wages owed and waiting time penalties.
As we have explained, the arbitration provision in the instant case is afflicted with only one substantively unconscionable provision, the exception for claims arising from the confidentiality agreement (as we have noted, Farrar does not challenge the exception for worker’s compensation claims). The provision otherwise applies to “any dispute” that “arises relating to your employment or its termination,” and broadly states, “[t]he types of claims that are subject to arbitration will include, but will not be limited to, breach of contract, claims of improper termination of employment, claims of unlawful discrimination and claims of sexual or other forms of harassment.” This language is similar to that in the arbitration provision at issue in Baltazar, which the Supreme Court held was not one-sided and by its plain terms made “clear that the parties mutually agree[d] to arbitrate all employment-related claims.” (Baltazar, supra, 62 Cal.4th at p. 1249.) Thus, in this case, the one aspect in which the arbitration provision is substantively unconscionable is readily remedied—by severing out the exception for claims arising from the confidentiality agreement. This is not a case in which the arbitration provision is “permeated” by unconscionability and, thus, would have to be “reformed” in order to eliminate unconscionability. (See Armendariz, supra, 24 Cal.4th at p. 125.) Nor does severing out the offending carve-out result in an agreement contrary to that intended by Direct Commerce. The company retains its statutory rights under the Code of Civil Procedure section 1281.8, subdivision (b) to seek provisional judicial remedies pending arbitration, satisfying any need for “quick judicial intervention” to “safeguard” its “proprietary information.” We therefore conclude, on this record, the trial court abused its discretion in refusing to sever out the offending exception for claims arising from the confidentiality agreement. The Armendariz Cost Issue For the first time on appeal, in her respondent’s brief, Farrar maintains the arbitration provision should not be enforced because it does not meet the enforceability requirements set forth in Armendariz for mandatory employment arbitration agreements that pertain to unwaivable statutory rights—and specifically, the requirement that an