EFTA01105411.pdf

CONFIDENTIALITY AGREEMENT In order to induce Island Grounds, Inc., a Virgin Islands corporation, (the "Company") to consider me for employment with the Company or to consider engaging me as an independent contractor of the Company, and in consideration of any future employment or engagement that I may obtain with the Company and any compensation or other remuneration to be hereafter paid to me in connection therewith, I, (hereinafter sometimes referred to as the Applicant"), acknowledge that I have been informed of my obligations hereunder and that such obligations are a condition to the Company's consideration of my employment or engagement by the Company, and any subsequent employment or engagement I may obtain, and I hereby agree as follows: Section 1. Term of Employment; Termination. In the event that I am hereafter employed by the Company, notwithstanding anything to the contrary provided in the Virgin Islands employment law, I agree and understand that nothing in this Agreement shall confer any right with respect to the grant or continuation of my employment by the Company. I further agree and understand that, in the event that I am hereafter employed or engaged by the Company, any breach of this Agreement by me may result, in addition to any and all other remedies which may then be available to the Company, in my immediate termination. Section 2. Confidentiality Obligations of the Applicant. 2.1 Definition of Confidential Information. (a) For purposes of this Agreement, the term "Confidential Information" shall mean any "Company Information" (as hereinafter defined) and any "Personal Information" (as hereinafter defined) about any one of (i) Jeffrey Epstein, (ii) Little St. James Island (the "Property"). (iii) the Company, any corporation, limited liability company, partnership or any other entity owned or controlled by Jeffrey Epstein ("Affiliate"), or any of the members, managers, partners, directors, officers, shareholders, or agents thereof, (iv) any other employee of the Company or any Affiliate or any other person or entity employed or engaged to provide services on or with respect to the Property, (v) any person visiting the Property or any of the Company's offices, and (vi) any personal associate, business associate or client of any of the persons described in the above clauses (i) through (v), inclusive, gathered or learned by the Applicant directly or indirectly during the course of the Applicant's application for employment or engagement by the Company and/or in connection with any employment or engagement of the Applicant by the Company. (b) For purposes of this Agreement, the term "Company Information" shall mean information about the Company of any type which is commonly considered of a confidential nature and includes, but is not limited to, information (whether in oral, written, photographic or recorded form) regarding the persons or entities for who the Company provides services; business plans; mechanized or nonmechanized systems of accounting; methods or procedures in conducting activities; drawings, plans, permits or filings with respect to the Property; vendor lists; assets; financial records; the identities, skills, business activities, compensation and financial net worth and any other information of a similar nature about any of the persons or entities described in clauses (i) through (vi), inclusive, of Section 2.1(a) of this Agreement (the "Classified Parties"). EFTA01105411  (c) For purposes of this Agreement, the term "Personal Information" shall mean information of any type which is commonly considered of a personal nature and includes, but is not limited to, information (whether in oral, written, photographic or recorded form) regarding the identities; the nonbusiness activities; personal assets; personal plans; the personal lifestyle, relationships, friends and relatives of, the individuals who associate with or who are invited to associate with, and any other information of a similar nature about any of the Classified Parties. 2.2 Confidential Information Shall Not Be Discussed. At all times hereafter, I will hold in the strictest confidence and will not use, publicize, lecture upon, publish or in any manner disclose any Confidential Information, unless the Company has expressly authorized in writing such disclosure, use or publication. I hereby assign to the Company any rights I may have or acquire in any Confidential Information and acknowledge that all Confidential Information shall be the sole and exclusive property of the Company. I further agree and acknowledge that under this Agreement, I am obligated to use my best efforts to ensure that no Confidential Information is disclosed. To the extent that I have any doubts, either now or in the future, as to whether information I possess is Confidential Information as defined herein, I will contact the Company for clarification before divulging or using such information. 2.3 Third Party Information Shall Not Be Disclosed. I understand that I may receive Confidential Information from third parties, as well as from the Company. I acknowledge and agree that Confidential Information which I receive from third parties is to be treated in the same manner as Confidential Information received from the Company and that all of my obligations hereunder apply to all Confidential Information received, regardless of its source. 2.4 Return of Documents. Upon demand by the Company, I will deliver to the Company any and all documents, written materials, notes, drawings, photographs, specifications and any other materials of any type or nature whatsoever which I have in my possession or control, and all copies thereof, which may constitute, include or disclose Confidential Information. Section 3. Review of Agreement. I acknowledge that I have read this Agreement, and that I have had the opportunity to consult and review it with my own counsel if I so desire, before signing it. Section 4. Conflicts. 4.1 Avoidance of Conflict of Interest. I agree that during the term of any employment or engagement of me by the Company, so long as I am employed or engaged on a full-time basis, I will not, without the Company's express written consent, engage in any employment or other business activity other than the performance of my duties for the Company. 4.2 No Conflicting Obligations. I warrant and represent that I have not entered into, and agree that I will not enter into, any agreement (either written or oral) that conflicts with the provisions of this Agreement or otherwise impairs my ability to perform my EFTA01105412 obligations hereunder. I further warrant and represent that I am not subject to any injunction, decree, writ or order of any court or to any other duty or responsibility, legal or otherwise, which conflicts with the provisions of this Agreement or otherwise impairs my ability to perform my obligations hereunder. I shall immediately inform the Company should I subsequently become subject to any such injunction, decree, writ, order, duty or responsibility. Section 5. Remedies. 5.1 Equitable Relief. I acknowledge that the Confidential Information constitutes unique and confidential information of the Company and the other Classified Parties and in the event of a breach or a threatened breach of this Agreement, the Company and the other Classified Parties will be irreparably harmed and there will be no adequate remedy at law. Therefore, in addition to any and all other rights and remedies the Company and the other Classified Parties may have, the Company and the other Classified Parties shall be entitled to injunctive or other equitable relief in the event of a breach or threatened breach hereof and I hereby waive any right to assert as a defense that there is an adequate remedy at law. 5.2 Liquidated Damages. In addition to any and all other rights, remedies or damages available at law or in equity, I agree that if any arbitrator(s) or a court of competent jurisdiction finds that I have breached any of the provisions of this Agreement, I will pay the Company the sum of One Hundred Thousand ($100,000.00) Dollars, as liquidated damages and not as a penalty. I recognize and understand that it would be difficult or impossible to calculate the actual amount of damages resulting from such a breach, and acknowledge that the sum of One Hundred Thousand ($100,000.00) Dollars would be reasonable under the circumstances. 5.3 Enforcement by Other Classified Parties. I understand, acknowledge and agree that each of the Classified Parties other than the Company is an intended third party beneficiary of Section 2 and Section 5.1 of this Agreement and that each of them shall have the right to enforce my obligations hereunder in an action brought in his, her or its own name. Section 6. General Provision. 6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States Virgin Islands applicable to contracts executed, delivered and to be fully performed in such jurisdiction, without giving effect to the principles of conflicts of law. 6.2 Severability. If one or more of the provisions of this Agreement are deemed invalid or unenforceable by law, then the remaining provisions hereof will continue in full force and effect, without regard to the invalid or unenforceable provision or provisions hereof, as the provisions of this agreement are intended to be and shall be deemed severable. 6.3 Survival. The provisions of this Agreement shall continue in full force and effect, regardless of whether the Applicant is ultimately employed or engaged by the Company, and if the Applicant is employed or engaged by the Company, the provisions hereof 3 EFTA01105413 shall survive the termination of any such employment or engagement of the Applicant by the Company. 6.4 Binding Effect. This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns, heirs and personal representatives. 6.5 Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all of the terms and provisions of this Agreement. 6.6 Headings. The headings contained herein are for convenience only and shall not control or effect in any way the meaning or interpretation of the provisions hereof. 6.7 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and the Applicant relating to the subject matter hereof and supersedes and merges all prior discussions, understandings and agreements, whether written or oral, between them relating to the subject matter hereof. No modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged therewith. If the Applicant is hereafter employed or engaged by the Company, any terms of employment or statements of employment policy signed by the Applicant, and any subsequent change or changes in the Applicant's duties, salary or other remuneration will not affect the validity or scope of this Agreement. Signed: Print Name: Date: Address: 4 EFTA01105414  NOTIFICATION/RELEASE OF INFORMATION FORM you in the The purpose of this form is to notify you that consumer report will be conducted on course of consideratio n for employment with: Last Name: First Name: Middle Name: Social Security #: State ofIssue: Current Address: City. State: Zip: In connection with this request I authorize all corporations, former employers, credit agencies, educational institutions, law enforcement agencies, city, state, county, and federal courts and military services to release information about my background including, but not limited to information about my employment, education, consumer credit history, driving record, criminal record and general public history to the person or company with which this form has been fled, or their agent. This releases the aforesaid parties from any liability and responsibility for collection of the above information. APPLICANT'S SIGNATURE: DATE: EFTA01105415  KS. Department of Jason OMB No Immisrane.. Pod Nei warns on Set cict Employment Eligibility Verification Please read instructions carefully before completing this form. The instructions must be avalable during completion of this form. ANTI-DISCRIMINATION NOTICE: It is Illegal to discriminate against work eligible individuals. Employers CANNOT specify which document(s) they will accept from an employee. The refusal to hire an individual because of a future expiration date may also constitute illegal discrimination. Section 1. Employee Information and Verification. To be competed and signed by employee at the time employment begun. Pont Name Lest rust Middle Maim Kaden Name Addrns (Suet Marne and Matte° Apt M Date of Huth (month/day/year) City State bp Code Social Secenty • I am aware that federal law provides for I attest under penalty Of penury. that I am (aback one of the fOrown0 linprlsonment and/or Tinos for false statements or B arnum or netional tithe United Sums use of false documents in connection with the A Lawful Reintenem Residue (Aim I A 0 an alien authorized to waft until n / cent lotion of this form. than 0 or Madams 11) Employee's Signature Dale (nsonthIdanner) Preparer andfor Translator Certification. Ito at canifiettif and synod r Section I n papered by • person other shah the einpl0yet )1 attest, under penalty of peouty. shit I hive assisted in red complthon Old (OM and tear to the Nu or my knowledge Mt Wannaterm is Ewe end Cr/fa. Prepares'sITtinstattes Signature Punt Natio Address (Sneer Name and Abn0er. Cny. Stn, Zip Cadet Date linantItIday/yer) Section 2. Employer Review and Verification. To be completed and signed by employer. Examne one document from List A OR examine arm document from List a and one from tilt C. as hued on the mum-seal rim t loon, end record the title. number arse elipkellon Cale, J any, el he document( W List A OR List B AND List C Document tiele• Issuing euthonty: °Carsten, a f %prawn Date fif any/ /_/_ I I_ Document s (.potion Date Me any,/ CERTIFICATION - I attest. under penalty of penury. that I have examined the document(s) presented by the above-named employee, that the abOVeiltStod dOCurnent(S( appear to be genuine and to relate to the employee named, that the employee began employment on (month/day/Year) _./._/_ and that to the best of my knowledge the employee is eligible to wink in the United Stites. (State employment agencies may omit the date the employee began employment.) Signetwe of Imployas or Authorized Representative Print Name Tali BusnwSS or 0rganzzalion Name AddreSS (Suety Name and ilialftel. City. Stew. Zip Code) Date hstandlidayipai1 Section 3. Updating and Reverincation. To be completed and urea by employes A New Name efaMdierde/ IS bile or mate PnanthAsay/yead(dicipticisais) C. employee's waylays giant Y wink mathespeeeion hie mead. pie•Ade the ortfoemation brow for the document that ostalithes runny entabwrient Docteneni Title , Docwiwn f I picador; Data erry):_/ I attest. under penalty of pegusy, that to the best or my knOwladge, teal emOtOleenelirble to work is the United States, and of the employee pressmen elecumentISI. me decumerilfs) t Mae egebsibee appear to be pawing sad to relate to the ktdwl0uat. Signetwe of Employer or ibIlhOnted Reetesentwive I Date (monatedayryow) Nun Milker Iii11.1IINOmp 3 EFTA01105416  LISTS OF ACCEPTABLE DOCUMENTS LIST A LIST B LIST C Documents that Establish Both Documents that Establish Documents that Establish Identity and Employment Identity Employment EllgthIlity Eligibility OR AND 1. Driver's license or ID card 1. U.S. social security card issued 1. U.S. Passport (unexpired or issued by a state or outlying by the Social Security expired) possession of the United States Administration (other then a end provided it contains a stating it is not valid for photograph or information such as employment) 2. Certificate of U.S. Citizenship name, date of birth, gender, (INS Form N-560 or N-561) height, eye color and address 2. Certification of Birth Abroad 3. Certificate of Naturalization 2. ID card issued by federal, state issued by the Department of (WS Form 1V-550 or N-570) or local government agencies or State (Form FS.545 or Form entities, provided it contains a OS-13501 photograph or information such as 4. Unexpired foreign passport. name, date of birth, gender, with 1.551 stomp or attached height, eye color and address INS Form I-94 indicating 3. Original or certified copy of a unexpired employment birth certificate Issued by a state, 3. School ID card with a authorization county, muth:ipal authority or Photograph outlying possession of the United 5. Permanent Resident Card or 4. Voter's registration card States bearing an official seal Alien Registration Receipt Card with photograph EMS Form 5. U.S. Military card or draft record I-151 of 1.5511 6. Military dependent's ID card 4. Native American tribal document 6. Unexpired Temporary Resident Card (INS Form 1-68111 7. U.S. Coast Guard Merchant Mariner Card 5. U.S. Citizen ID Card (INS form 7. Unexpired Employment Authorization Card (INS Form 8. Native American tribal document 1-688A) 9. Drivers license issued by a Canadian government authority 6. ID Card for use of Resident 8. Unexpired Reentry Permit (INS Citizen in the United States F011171-3271 For persons under age 18 who (INS Form 1-1751 aro unable to present a document fisted above: 9. Unexpired Relugee Travel Document (INS Form I.57 y) 7. Unexpired employment 10. School record or report card authorization document issued by 10. Unexpired Employment the INS (other then those fisted Authorization Document issued by under List Al the INS which contains a 11. Canic, doctor or hospital record photograph (INS Form 1-611881 12. Day-care or nursery school record Illustrations of many of these documents appear in Part 8 of the Handbook for Employers IM-2741 fermi 9 Otri 10/4t0P, Pitt 3 EFTA01105417