3 The contract containing the arbitration clause must “evidence a transaction involving commerce.” Crawford v. W. Jersey Health Sys., 847 F.Supp. 1232, 1240 (D.N.J.1994) (quoting 9 U.S.C. § 2). That requirement is met when the contractual activity affects or facilitates commerce, even tangentially. Id. (citing Prima Paint Corp. v. Flood & Conklin Mfg. Co., 388 U.S. 395, 401–02 n. 7, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967)).

necessarily involve the unauthorized use or disclosure of Proprietary Information, and specifically trade secret information, as well as the proprietary relationships and goodwill of COMPANY. Accordingly, for one (I) year following the termination of EMPLOYEE’S employment with COMPANY for any reason, EMPLOYEEshallnot, directly or indirectly, solicit, induce, or attemptto solicit or induce, any person or entity then knownto be a customer or client ofCOMPANY (a “Restricted Customer/Client”), to terminate his, her or its relationship with COMPANY for any purpose, including the purpose of associating with or becoming a customer or client, whether or not exclusive, of EMPLOYEE or any entity of which EMPLOYEE is or becomes an officer, director, member, agent, employee or consultant, or otherwise solicit, induce, or attempt to . solicit or induce, any Restricted Customer/Client to terminate his, her or its relationship with COMPANYfor any other purpose or no purpose; provided, however, this Section 2 seeks to protect COMPANY’S trade secrets and/or to prohibit EMPLOYEE from improperly disclosing or using Proprietary Information. Accordingly, if, during EMPLOYEE’S employment, EMPLOYEE never Ieamed nor was exposed to Proprietary Information regarding the identification of such customers/clients or customer/client contact information, pricing information, business development information, sales and marketing plan information, financial information or other Proprietary Information, EMPLOYEEshall not be restrained from such - solicitation or attempted solicitation but EMPLOYEEshall not use any Proprietary Information during or in connection with any such solicitation, nor shall EMPLOYEEinterfere or attempt to interfere with COMPANY'S contractual or prospective economic retationships with any customer or client through unlawful or improper means.

3 The contract containing the arbitration clause must “evidence a transaction involving commerce.” Crawford v. W. Jersey Health Sys., 847 F.Supp. 1232, 1240 (D.N.J.1994) (quoting 9 U.S.C. § 2). That requirement is met when the contractual activity affects or facilitates commerce, even tangentially.

The matter should be remandedfor further factual development based on Sonic I, and potentially, this Court’s upcomingdecision in Sanchez v. Valencia Holdings, No. S199119 (submitted for decision). The savings clause of FAA section 2 permits arbitration agreements to be declared unenforceable “upon such grounds as exist at law or in equity for the revocation of any contract.” (9 U.S.C. § 2.) Recently, this Court reaffirmed that unconscionability is a viable defense under the savings clause, post-Concepcion.

(citations omitted). 9 The FAA applies to any “written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction, or the refusal to perform the whole or any part thereof....” 9 U.S.C. § 2 (1994). The FAA applies to the arbitration clause because the Customer Agreement involves the purchase and sale of securities, which is significantly more than the “slightest nexus” with commerce that the FAA requires.

B.) This Court is required to enforce the parties’ agreement to arbitrate according to its terms. 9 U.S.C. § 2; CompuCredit, 132 S.Ct. at 669 (interpreting FAA to “require[] courts to enforce agreements to arbitrate according to their terms”). In doing so, there is little doubt that the arbitration agreement in the Employee Notice & Acknowledgements, shorn of the cost-sharing provision, is enforceable under the FAA.

(Agreement Case 8:16-cv-01968-JLS-JCG Document 17-1 Filed 12/05/16 Page 13 of 30 Page ID #:270 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 §§ 6, 8(C), 31.) Furthermore, the Agreement set forth the terms of the Earnest Money Deposit, requiring Patel to pay ten percent of the total purchase price into an escrow account to be held as security for the transaction and to serve as liquidated damages should the transaction not be completed. (Agreement § 2.) Of paramount importance to the instant motion, Section 11 of the Agreement contains a broad arbitration clause providing that: BUYER AND SELLER AGREE THAT ANY DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS AGREEMENT

As an initial matter, such a rule is consistent with the language of the FAA, 9 U.S.C. § 2, which states that “[a] written provision in … a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction … .” 9 U.S.C.S. § 2. Moreover, the rule furthers the policy goals that arbitration should be a fast and efficient way to resolve disputes.

§ 39-23.2(a) (definition of “insolvent”) and § 39-23.1(3) and (5) (definitions of “debt” and “claim”). See 15A Strong's North Carolina Index 4 th Case 1:13-cv-00255-WO-JLW Document 100 Filed 03/06/14 Page 53 of 62 54 Fraudulent Transfers § 2; N.C. Gen. Stat. § 53-166(d); N.C. Gen. Stat.

“Agreements to arbitrate are valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” Morvant, 870 F. Supp. 2d at 836 (citing 9 U.S.C. § 2)). Therefore, they may only be invalidated by generally applicable contract defenses, such as fraud, duress, or unconscionability.