EFTA00804067.pdf

SETTLEMENT AGREEMENT AND RELEASE [CONFIDENTIAL AS TO AMOUNT ONLY] THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is entered into as of this 28 day of November, 2018 (the "Effective Date"), by and between Bradley J. Edwards ("Eda is") and Jeffrey Epstein ("Epstein"). Each of Edwards and Epstein is I sometimes here'i 'after referred to as a "Party", and both of diem together are sometimes hereinafter referred to as the "Panics". , Edwards is the counter-plaintiff and Epstein is die counter-defendant in connection wi i a counterclaim Edwards asserted against Epstein to address injuries arising out of and dire y connected with his trade and business of engaging in the practice of law (the "Countercl ml and which Counterclaim is now pending before the Honorable Donald W. Hafele of 'the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida (the "Court") in a case captioned, fairy Epstein v. .Scott Rothstein, individually, Bradley' kiliveyds, i lidually, and M, individually, under Case No. 502009CA040 XXXXMBAG (the "Lawsuit"); and Edwards was engaged in the practice of law representing clients, (EW, L.M, and Jane Doe) againstJelfrey Epstein when Epstein filed die lawsuit, making allegations that Edwards was engaging in tortious conduct while in his law practice; WHEREAS. the Parties desire to settle the Counterclaim as provided in this Agreement; NOW, THEREFORE, in consideration of the foregoing premises and die mutual agreements, p muses and other provisions contained herein, the Parties, intending to be bound, hereby e as follows: 1 EFTA00804067  1. The Parties agree to settle the Counterdaim, upon, subject to and in accordance with the provisions of this Agreement. 2. ( n January 7, 2019, by wire transfer to the Searcy Denney Trust Account, Epstein shall inIte payment die sum of Seven Million Dollars (U.S. $7,000,000.00) (the "Settlement Pa ent"). Edwards reserves the right to direct Epstein to make all or any portion oldie se lenient proceeds as directed by Brad Edwards, and Epstein agrees to follow such stated dire on(s) so long as his liability under the terms of this Agreement is not materially alterec. 3. I Edwards and Epstein acknowledge and agree the Settlement Payment by Epstein represents the recovery by Edwards, in whole or only in part, of all damage, cost, including attorney fees and related costs for which Edwards has had to make a substantial economic outlay, and incur expense, in order to preserve and maintain Edwards's professional and, personal reputation as a skilled and experienced trial lawyer and highly ethical professio al in that business practice. 4. I >stein desires to voluntarily make a sincere public apology to Edwards. Therefore, Epstein either personally or through a designated representative, will read die public apology in open court on Tuesday, December 4, 2018, in the courtroom of Judge Donald Halek, in conjunction with die announcement of the settlement. The Parties agree that Epstein will lot, and will direct his attorneys not to, say anything in response to a media request for coninent specifically relating to such open court apology or in an unsolicited media statemen regarding said open court apolo*y to in any way retract such open court apology. Epstei 's public apology is attached as Exhibit A. Subsequent to the apology being read in open Coin, either party may, at any time, release or publicize die public apology. 2 EFTA00804068  5. T e Parties agree that all claims that arc, were, or could have been asserted by the Parties against each other in connection with the Counterclaim, the Iawsuit, and any and all matters, c rents, occurrences, facts, and circumstances alleged or that could have been alleged in the La suit or die Counterclaim by either Party against the other shall be released and extinguishe except for claims to enforce the provisions of this Agreement. 6. (O Edwards, for and on behalf of himselfand his spouse and other family members, succe son, assigns, heirs, executors, administrators, and personal representatives (collectively, die "Edwards Releasors"), hereby fully and irrevocably releases Epstein, and each of Epst in's successors, assigns, heirs, executors, administrators, personal representatives d attorneys, excluding Fowler White Burnett, P.A. (collectively, the "Epstein Releas es"), of and from any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, debts, expenses, interest, penalties, sanctions, fees, attorneys' fees, costs, actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccnied, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether direct, derivative, individual, representative, legal, equitable, or of any type, or in any other capacity, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law, that any Edwards Releasors ever had, now has or can, shall or may have against any of die Epstein Releasces for, u ion or by reason of any matter, cause, or thing whatsoever in any way relating to, involving, r erring to, arising out of, or based upon, directly or indirectly, any actions, transactions, currences, statements, representations, misrepresentations, omissions, 3 EFTA00804069 allegations, facts, nactices, events, claims or any other matters or things whatsoever, or any series thereof, existing or occuning from the bejming of time through and including the date hereof (hereinafter referred to as "Edwards Claims"), including, without limitation, all Edwards Ctrs that were or could have been asserted in the Counterclaim or the lawsuit. Nothing herein shall release Epstein from his obligations under this Agreement. (b) Epstein, for and on behalf of himself and other family members, successors, ass n, heirs, executors, administrators, and personal representatives (collectively, the "Epstein Re'more), hereby fully and irrevocably releases Edwards, and each of Ed s successors, assigns, heirs, executors, administrators, law finn(s) in which Edwards was or is associated, excluding Rothstein Rosenfeldt Adler, P.A., personal representatives and attorneys (collectively, die "Edwards Releasees"), of and from any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, debts, expenses, intere t, penalties, sanctions, fees, attorneys' fees, costs, actions, potential actions, causes of action suits, agreements, judgments, decrees, matters, issues and controversies of any kind, natu • or description whatsoever, whether known or unknow', disclosed or undisclosed, accnied or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, whether direct, derivative, individual, representative, legal, equitable, or of any type, or in any other capacity, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law, that any Epstein Releasors ever had, now has, or can, shall or may have against any Edwards Releasees for, upon or by reason of any matter, cause, or thing whatsoever in any way relating to, involving, referring to, arising out of, or based upon, directly or incl. city, any actions, transactions, occurrences, statements, representations, 4 EFTA00804070 nusrepresentatioi s, omissions, allegations, facts, practices, events, claims or any other matters or things whatsoever, or any series thereof, existing or occurring from die beginning of time through d including the date hereof (hereinafter referred to as "Epstein Claims", and together will all Edwards Claims, die "Claims"), including without limitation all Epstein Claims that were or could have been asserted in the Counterclaim or the Lawsuit. Nothing herein shall relca c Edwards from his obligations under this Agreement. Additionally, to the extent Epstein la igs actions against Fowler White or any other entity related in any way to the Lawsuit or Counterclaim, he hereby releases Edwards Parties from all liabilities, including but no limited to any fees, sanctions, or judgments. 7. roan and after die date hereof, the Edwards Releasors hereby expressly covenant to die Epstein Releasees, and die Epstein Releasors hereby expressly covenant to the Edwards Rekasees, not to sue or initiate, prosecute, participate in or otherwise pursue any claim or cause of action against the Epstein Releasees or die Edwards Releasers, as the case may be, arising out of, relating to or connected with any action, matter or thing as to which a release has been granted pursuant to Section 6(a) or 6(b) of this Agreement. Neither this paragraph, Tor any aspect of this agreement, prohibits Edwards from prosecuting any claims in his capacity as legal counsel. 8. The Parties agree, promptly after the execution of this Agreement, aim( ainceincnt f the settlement and Public Apology, and papnent of the Settlement Payment, to dismiss with prejudice the Counterclaim. All claims and causes of action in the Lawsuit shall lx dismissed with prejudice as to each Party and with each Patty to bear his own attorneys' f es and costs, and to execute and deliver to each other and file with the Court any and all such documents as are reasonably necessary to effectuate such dismissal with the 5 EFTA00804071 Court. Each of d re Parties further agrees to execute and deliver such further documents and take such furdw - action as any of the Parties may reasonably request to effectuate the purposes of this cement. 9. By entering into this Agreement, the Parties do not intend to make, nor shall they be deemed to have made, any admission of liability of any kind whatsoever. The Parties agree that they arc entering into this Agreement for the purpose of settling the Counterclaim and to avoid further expense. 10. " le Parties agree that the Settlement Amount of this Agreement is strictly confidential. Any filing of this Agreement required or desired to be made with any court shall be filed under seal with the Settlement Amount redacted from any public docket or record of such fling. The Settlement Amount shall be redacted from each and every disclosure of this ement to any person who is not a Party, and no Party may disclose to or discuss with any third party die Settlement Amount in this Agreement without the prior, written consent f the other Party; provided, however, that a Party may disclose the Settlement Amos nt (a) to the Court presiding over the Counterclaim if such disclosure is required by the Court, provided that any such disclosure to which die public shall have access shall be redacted and under seal as provided above; (b) to such Party's employees, accountants and attorneys who require the same for the purpose of performing their employment du " s or providing professional services to such Pant, and to Fowler White Burnett, P.A., an its attorneys and insurers or re-insurers; (c) to such Party's insurers or re- insurers; (d) as required by any law, regulation, or rule of a court or government agency; (e) in response to a uly authorized subpoena or court order, or (0 to the internal revenue r I *Including, withot limitation, for tax return reporting and compliance purposes. 6 EFTA00804072 service or any vernmental agency for tax return reporting and compliance purposes. Before disclosing die Settlement Amount under provisos (b) or (c) above, die Party making the disclosure shall inform the receiving person of the terms of this confidentiality provision, and shall take a.sonable measures to ensure that die recipient agrees not to violate the provisions hem At least five business days prior to disclosing the Settlement Amount under provisos or (c) above, to the extent permissible by law, regulation, rule of a court, court order or gbvernnent agency, die Party making or asked to make the disclosure shall info= die other Party of the proposed disclosure or request for information, and shall, at the request of the other Party and at the cost of such requesting Party, file any disclosure or response to the request for information about the Settlement Amount pursuant to a motion or other formal request dial die information be maintained in confidence and/or held under seal. II. Each Party acknowledges and agrees that irreparable injury to the other Party hereto could occur in the event any of the provisions of this Agreement were not performed in acconlance h tit its specific terms or were otherwise breached, and that such injury may not be adequate y compensable in monetary damages. It is accordingly agreed that die Party who may be ad ersely affected by such non-performance or breach, or any threat of such non-performan or breach by the other Party, shall be entitled to seek specific enforcement of, and injuncti relief to prevent any violation or threatened violation of, die terms hereof and die other Party will not take any action, direcdy or indirectly, in opposition to die Party seeking relief on die grounds that any other remedy or relief is available at law or in equity, and each Party hereto further agrees to waive any requirement for the security or posting of any bond in connection with such remedy. 7 EFTA00804073  12. The Panics agree that the prior drafting history of this Agreement shall not be used to constriue any term of this Agreement. This Agreement has been negotiated by each Party and such Party's attorneys, and the language hereof will not be construed for or against any Party! the principal drafter of this Agreement. 13. F.ach Party expressly represents and warrants that he has full mental and legal capacity and aud 'ority to settle and compromise his disputes with die other Party, to grant any and all ills by such Party contemplated under this Agreement, and to enter into and to perfomi his obligations under this Agreement; no other person or entity has inherited, acquired, or has been assigned, or will in the future inherit, acquire, or have any right to assert, against an of the Epstein Released Parties or die Edwards Released Parties, as the case may be, an portion of the Claims released in this Agreement; and he is the lawful owner of such C ' ns so released by him under this Agreement. The Parties are specifically relying on the presentations and warranties contained in this Section 13. Such representations and warranties shall survive the execution of this Agreement. 14. IF1 eh Party agrees that this Agreement shall be binding upon the heirs, successors, and assigns of each Party. 1.5. rich Party represents and agrees that such Party: (i) has fully reviewed this Agreement and has had thc opportunity to seek advice by independent counsel of his choosing with its ect to the same; (ii) fully understands die terms of this Agreement and has entered into this Agreement voluntarily without any coercion or duress on the part of any person or entity and (iii) was given adequate time to consider all implications of this Agreement prior o entering into it. 8 EFTA00804074  16. This Agreement constitutes the entire agreement between the Parties regarding the m tors contained therein. Each Party acknowledges that such Party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, or warranty that is not contained in this Agreement. 17. This Atgeement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures of dill Agreement transmitted by fax and by entail of pdf signatures shall have the same effect as o ' 'nal signatures. 18. ' 7s Agreement may not be amended or modified except by a written instrument cxc ted by both Parties. Any waiver of any provision hereof must be in writing and signed by d Party to be charged with such waiver. 19. ty statements, communications or notices ("Notices") to be provided pursuant to this Agreement shall be in writing and sent by hand delivery or by reputable overnight court r to the attention of the Parties indicated below, until such time as a Party IOnvards Notice of any change of address to the other Party: For Edwards: Hadley J. Edwards, Esq. 2.5 N. Andrews Avenue, Suite 2 t. Lauderdale, FL 33301 With a courtesy copy by email to: Jack Scarola, Fsq. ana 9 EFTA00804075  For Epstein: J my Epstein 6 00 Red Hook Quarter, B3 S Thomas, USVI 00802 With a courtesy copy by email to: Darren K. Indyke, Esq. 20. If any action is initiated by any Party to enforce the provisions of this Agreement, then die prevailing Party shall be entitled to recover from the non-prevailing Party all of the prevailing Party's reasonable costs, fees (including, without limitation, reasonable alto y's fees), disbursements and expenses incurred in connection with such enforcement action. 21. This Agreement shall be governed by and constmed in accordance with die laws of die Stale of Florida applicable to agreements entered into entirely within the State of Florida without regard to the principles of Florida law regarding conflicts of laws. 22. F ch Party irrevocably and unconditionally submits to the jurisdiction of any state or federal court sitting in Palm Beach County, Florida over any proceeding arising out of or relating to this Agreement. Each Party agrees that service of any process, summons, notice or docum tin the manner provided herein for the giving of Notices shall be effective service of proccsl for any court proceeding arising out of or relating to this Agreement. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such court proceeding and any claim that any such proceeding has been brought in an inconvenient forilm. Each Party agrees that a final non-appealable judgment in any such 10 EFTA00804076 raun proceeding shall be conclusive and binding upon such Pam and may be enlisreed in any oilier coons to wIsne jurisdiction such Party is or may he subject, by suit upon judgment. IN WITNESS WHEREOF, die panics hereto hint executed this Agreement as of the date of the day and tear lira above-written. BRADLEY J. EDWARD JEFFREY ErsTEN STATE OF FLORIDA COUNTY OF On die day of November in die year 2018. before inc. die undervispied. personally appeared BFLADLEY J. EDWARDS, personally known to ule ur proved to me on the basis of satisfactory evidence to be die individual whose name is subscribed to die within instrument and acknonlethied to me that he executed the same in his individual tapsrep, and dial by Iris !iputturre on die instrument. the individual or the person upon behalf of winch tlw nub% idual acted. executed die instrunwni. Noun-% Public On die 2day of November in die year 2018. before me. fi t unilcusnawd. persomdls amaed JEFFREY EPSTEIN. person.* known to me or proved to me on the hads of satisfactory evidence to he die individual whose name is subscribed to the within 11 EFTA00804077 immanent and acknowledged to me diat he executed the same in his individual capacity, and Mat siwiature on the instrumau, the individual or the person upon behalf a which the individual acted, executed the ingnsurnent LESLEY K. GROFF NOTARY PUBLIC.STATE OF NEW YORK No 01GR6285700 Ouaii140 in Now York Counts 14CommissfonEkoffes0T-08-2021 12 EFTA00804078  EXHIBIT A EPSTEIN'S APOLOGY TO EDWARDS While Mr. Edwards was representing clients against me, I filed a lawsuit against him in which I made absolutely false allegations about him. The truth was that his aggressive investigation and litigation style was highly effective and therefore troublesome for me. The lawsuit I Sled was my vindictive attempt to damage his business reputation and cause Mr. Edwards to stop pursuing cases against me. It did not work. Despite my efforts, he continued to do an excellent job for his clients and, through his relentless pursuit, held me responsible.. I am now admitting that I was wrong and that the things I said to try to harm Mr. Edwards's reputation as a trial lawyer were false. I sincerely apologize for the false and hurtful allegations I made and hope some forgiveness for my acknowledgment of wrongdoing. 13 EFTA00804079