EFTA01223141.pdf

ACKNOWLEDGEMENT, ASSU MP TION OF RISK, WAIVER, RELE ASE AND INDEMNITY THIS ACKNOWLEDGEMENT, AND INDEMNITY dated Ac ASSUMPTION OF RISK, WAIVE rl\ 3 R, RELEASE, 2011. By: rI e (the undersigned, together wi th all of the past, present and managers, employees, sub future directors, officers, contractors, representative undersigned, are hereinafter s and agents of the referred to, collectively, as "I" of the Indemnified Persons (as , "me" or "my") in favor defined below). WHEREAS, I desire to be independent contractor of one engaged as a vendor, sup or more of Nautilus, Inc., LSJ plier and/or an Jeffrey Epstein, and/or other E, LLC, Great St. Jim, LLC, corporations, limited liability affiliated with any of the for companies or entities egoing (hereinafter referred provide services and/or pro to as "you" or "your"), to vide and/or install produ equipment for, on or with res cts , materials, machinery, pect to either or both of the known as Little St. James Island properties located at and and Great St lames island (the more particularly described on "Properties"), all as Exhibit A hereto (the "Work"); and WHEREAS, my actions in connec from the Properties and my tion with such engagement, physical presence on the Pro my travel to and engage in Inherently Dangero pe rtie s may cause me to us Activities (as defined bel inherently Dangerous Conditio ow) and expose me to ns (as defined below); and WHEREAS, as a material ind ucement and an express condit you to consider me for such eng ion precedent for agement, and to so engage me, of any such engagement that I ma and in consideration y obtain from you, I have agreed of, to waive, and to Release, ind to assume the risk emnify and hold harmless the (as defined below) from and aga Indemnified Persons inst, any and all past, present any way arising out of, related and future claims in to or connected with, any and future damage and/or destru all past, present and ction to personal property, any and all past, present This document is confidential and LW Unauthorized use disclosu is intended only for the use of the authorized recipient, It re or copying of this docume Ls the property of LSJE, unlawful. O2017 LSJE, tic • nt or any part thereof is strictly All rights reserved. probe:teed and may be 1 EFTA01223141  and future personal injuries, and/or my death in connec my past, present and future tion with such engagement, travels to and from the Proper future physical presence on the ties, my past, present and Properties, my past, present any and all Inherently and future exposure to Dangerous Conditions, my pas participation in any and all t, present and future inherently Dangerous Activitie present and future acts or om s or any other past, issions on or with respect to the Properties; NOW, THEREFORE, in considera good and valuable consid tion of the foregoing premises, eration, the receipt and suffic and for other acknowledged by me, I, intend iency of which are hereby ing to be legally bound, hereb y agree as follows: 1. ACKNOWLEDGEMENT. I un Properties, including, but derstand and acknowledge not limited to, the pathways, that the buildings, structures, impro roadways, docks, riprap, vements, landscape, topograp shores, surrounding waters, hy, hardscape, ponds, falls, and other features thereof, bo may contain defects, both th natural and man made, hidden and obvious, and vegetation, animals and other "attractive nuisances," conditions ("Property Conditio used on the Properties tools, equ ns"), and that there are ipment, machinery, chemical as a material part of the condu s, and other materials ct of normal operations on the Equipment and Materials"), Properties ("Property and that such Property Co Equipment and Materials may nd itions and Property be dangerous to my person an Dangerous Conditions"). I furthe d property ("Inherently r understand and acknowledg with my present and future eng e that in connection agement, my past, present an from the Properties, and my d fut past, present and future physic ure travel to and Properties, I may have bee al presence on the n and may be required to eng exposed or will expose me to age in activities that such Property Conditions, and my use of such Property Equip required or may require ment and Materials, and that dangerous to my person or pro such activities may be perty ("Inherently Dangerous acknowledge, agree and rep Activities"). I further resent that I fully understan Inherently Dangerous Cond d the nature of the itions previously, presently Properties and the nature of or hereafter on the any Inherently Dangerous Ac undertaken or may undertake, tivities that I have and that I am in good heath and condition to bear the risk of exp in proper physical osure to such Inherently Dang to engage in any such Inherentl erous Conditions and y Dangerous Activities. I furthe shall be my sole responsibility r agree that it is and to, and I shalt obtain and ma insurance policies for the wo intain my own liability rk, naming you as an additio amounts as we shall mutually nal insured, in such agree, and I have obtained an maintain workman's compen d shall obtain and sation insurance for my em and with such coverages as are plo yee s, in such amounts required by law, to insure again future damage and destruction st past, present and to personal property, and past, personal injury or death to my present and future subcontractors and direct and Ind who have provided or may herea irect employees fter provide the Work. 2. ASSUMPTION OF THE RISK. present and future engage I fully understand that (a) ment by you to provide the W my ork, my past, present This document is confidential and L.LC Unauthorized use. disclosu is Intended only for the use of the authorized recipient. It is re the unlawful. O2017 LSJE. tIC • All or copying of this document or any part thereof is strictly proh property of LSJE, rights reserved. ibited and may be 2 EFTA01223142  and future travel to an physical presence on d from the Properties, my past, presen the Properties, my t and future any Inherently D past, present and fu angerous Conditio ture exposure to engagement in any ns and my past, Inherently Dangero pr es ent and future DANGERS of seriou us Activities INVOLV s bodily injury, in ES RISKS AND and death ("Dange cluding permanent rs"); (b) these Dange disability, paralysi my own actions or rs may have been or s inactions, the actio m ay be ca us ed by existing at the tim ns or inactions of ot e that the Dangers hers, the condition Indemnified Person occur, or the negligen s s; and (c) there are ce of one or more losses either not kn or own to me or not re may be other risks, damages and FULLY ACCEPT AN adily foreseeable at D ASSUME ALL SU this time; and I RESPONSIBILITY FO CH DANGERS AND R ALL LOSSES, COST RISKS AND ALL and may hereafte S, AND DAMAGES th r be at m Properties, my pres incurred by me as a result of or in conn ay have been ent ection with the past, present and fu or future engagement by you to prov ture travel to and fr id e the Work, my and future physic om the Properties, al presence on the my past, present exposure to any In Properties, my past herently Dangero , present and future future engagement us Conditions and m in any Inherently Dan y past, present and and agree that I HA gerous Activities. I fu VE BEEN, AM AND SH lly understand OWN SAFETY WHILE ALL BE FULLY RESPO ON THE PROPERTIE NSIBLE FOR MY risk and liability th S. at I have suffered or I expressly agree to assume the injury, including, bu may suffer, directly t not limited to, tota or indirectly, or personal injury, in l loss or destructio cl n, to my property whether due to som uding, but not limited to serious bodily e Inherently Dangero harm or death, Activity or otherw us Condition, Inhere ise, whether know ntly Dangerous shareholder, mem n or unknown to yo ber, director, offic u, or any owner, representative, atto er, manager, superv rney, contractor or isor such owners, shar agent of you (you, to , employee, eholders, membe ge supervisors, employ rs, directors, offic ther with all ees, representativ ers, managers, you, collectively, th es, atto e "Indemnified Pers rneys, contractors and agents of disclosed to me, and ons"), whether di whether or not caus sclo Indemnified Person, ed by any act of negl sed or not as long as such acts igence of any misconduct. do not constitute will ful and wanton 3. CAREFUL INSPECTI carefully consider and ON. I agree, represen inspect each Inherent t and warrant that I exposed and each Inhe ly Dangerous Conditio will rently Dangerous Activ n to which I am observe any condition ity in which I take pa which I consider to be rt, and that, if I I will notify you in unacceptably hazard writing regarding th ou s or dangerous, unacceptably hazard e same and will no ous or dangerous ac t take corrected. tivity until the cond part in such ition has been 4. WAIVER AND RELEAS acquit and forever di E OF CLAIMS. I hereby scharge each and all waive, and release, liability for, any an of the indemnified Pe d all past, present an rsons from all d future claims, dem This document is confid ential and Is intended on ands, losses, or LLC Unauthorized use ly for the use of the au , disclosure or copyin thorized recipient It is unlawful C 2017 LSJE g of this document or an , LLC - All rights reserv y part thereof is strictly the property of LSJE, ed. prohibited and may be 3 EFTA01223143  damages previously, no w or hereafter arising with, the Properties, my out of, relating to, or conn present and future enga ected Work, my past, presen gement by you to provide t or future travel to and the present or future physica from the Properties, m l presence on the Prop y past, future exposure to an erties, my past, present y Inherently Dangerous or or future engagement Conditions and my past, pr in any Inherently Dan es en t not limited to, any an gerous Activities, including d all claims, demands , but present and future loss or , losses, or damages destruction, to my proper fo r past, and future serious bo ty or fo r an y pa st, present dily harm or death, and and all claims, deman including, but not limite ds, losses or damages arisi d to, any future negligence of an ng out of the past, present an y of the Indemnified Pe d as "Released Claims"). rsons (hereinafter referre d to S. COVENANT NOT TO SU or initiate, prosecute, E. I hereby expressly co participate in or otherw venant not to su action against any of th ise pursue any claim or caus e e Indemnified Persons e of Released Claim, whether arising out of or relatin past, present or future. g to any 6. INDEMNIFICATION. To I defend, indemnify and the fullest extent permitt hold harmless each and ed by law, I shall from any and all claims, all of the indemnified Pe ac rsons relating to, or connected tions and/or damages in any way arising out with any and all matters of, future, within the scope , whether past, presen of any Released Claims, t or and/or damages are asse wheth rted by me or any third pa er such claims, actions limitation, for past, pres rties, including, without ent and future bodily inju well as for attorneys fees ry and property damage, as and costs of you. This in waiver of any immunity demnity shall constitut conferred by any applic ea laws. able workers compensat ion 7. ADDENDA. I shall cause ea the undersigned and each ch and every one of the subc and every one of the direct ontractors of undersigned who may prov or indirect employees of th ide the Work to agree in e bound by, the provisions writing to be subject to, an of this instrument for th d Persons, as if such subcon e benefit of the Indemnifi tractor or employee was an ed signing an Addendum in th original signatory hereto, e form of Exhibit B attache by d hereto. 8. THIRD-PARTY BENEFICI expressly agree that the pr ARIES. I hereby acknowledge ovisions of this ACKNOW and RISK, WAIVER, RELEASE, LEDGEMENT, ASSUMPTION AND INDEMNITY shall be OF any of the Indemnified Perso fully enforceable against ns me by intended third-party benefic , each of whom is hereby expressly deemed to be an iary hereof. 9. GOVERNING LA RISK, WAIVER, RELEASE, AN W. This ACKNOWLEDGEMENT, ASSUMPTION OF D INDEMNITY shall be gove accordance with, the law rned by, and construed in s of the United States Virg in Islands, applicable to co This document is confide ntial and ntracts LW Unauthorized use. disclo is intended only for the use of the authorized recipient. unlawful. O 2017 LSJE, U_C sure or copying of this document or any part thereo It is the property LSJE, All rights reserved: f is strictly prohibittid and 01 may be 4 EFTA01223144  executed and to be performed entirely of conflicts of laws. therein without ap plic ation of any principl es [SIGNATURE ON TH E NEXT PAGE) IN WITNESS WH executed as of the EREOF, the unde day and year first rsigned has caused above written. this Agreement to be Name: char e cIt PI Name and Title, if any, of Authorized Signatory: Tit document Is co nfidential and is ha ISO Unauthorized use. disclosure or nded only for the use of the authoriz unlawful. *2017 copying of ed recipient. LSJE, - All rights reserve this document or any part thereof is str It Is the property of LSJE, d. ictly prohibited an d may be 5 EFTA01223145  CONFIDENTIA LITY AGRE EMENT In order to "Company"), to in duce LSJE, L consider me fo LC, a Virgin r employment w Islands limit an independent contractor of th ith the Company ed liability company (the engagement that e Company, an or to consider en I may obtain w d in considerat gaging me as be hereafter pa ith the Compa ion of any future id to me in co ny and any compe em ployment or referred to as nnection therew nsation or other re ith, I, Ov ii the hereunder and th Applicant"), acknowledge that e Di< K- (hereinaftmerunsoermation to employment or enat such obligations are a cond I have been informed of m etimes ga ge m en t by the Company, an it io n to th e Com y ob li ga tions may obtain, and I hereby agree d any subseque pany's consideration of my as follows: nt employment o r engagement I Section 1. employed by th Term of E e Company, no mployment; Termination. In Islands employm tw th ent law, I agre ithstanding anything to the co e event that I am hereafter right with resp e and understand ntrary provided in agree and unde ect to the grant or continuation that nothing in this Agreement sh the Virgin rstand that, in the of my employmen all confer any any breach of event that I am he t by the Company this reaf . may then be avai Agreement by me may result, in ter employed or engaged by the I further lable to the C C ompany, in my im addition to any and all other rem ompany. mediate terminat ed ies which Section 2. ion. Confidentiality Obligations of th e Applicant. 2.1 D ef inition of Confi Agreement, the dential te hereinafter defi rm "Confidential Information" Information. (a) For purposes ned) shal Jeffrey Epstein, (i and any "Personal Information" l mean any "Company Informat of this i) (as ion" (as Company, any co Little St James Island and Great hereinafter defined) about any on rp S e controlled by Jeff oration, limited liability company t. James Island (the "Property"). of (i) rey Epstein ("Aff , partnership or (i ii) the officers, sharehol iliate"), or any of any ders, or agents the members, man other entity owned or Affiliate or any thereof, (iv) an agers, partners, ot y other employ di respect to the Pro her person or entity employed ee of the Compa rectors, pe or ny or any (vi) any personal rty, (v) any person visiting the P engaged to provide set-vices on as so ci ate, busine ro pe rt y or any of th or with above clauses (i ) through (v), ss associate or client of any of th e Company's offices, and indirectly during inclusive, gather e persons descri th ed bed Company and/or e course of the Applicant's appl or learned by the Applicant di in the in connection w icat re Company. ith any employm ion for employment or engagem ctly or ent or engagem ent by the ent of the Appli cant by the (b) For purposes of mean informatio n about the Com this Agreement, the term "Com confidential natu pany of any ty pany Information" re pe which is co shall photographic or re and includes, but is not limited mmonly consider ed co of a services; business rded form) regarding the person to, information (whether in oral, plans; mechani s or entities for w written, procedures in co ze ho nducting activiti d or nonmechanized systems of the Company provides Property; vendor es; drawings, pl accounting; met an ho compensation an lists; assets; financial records; s, permits or filings with respec ds or d fi th t to the the persons or en nancial net worth and any other in e identities, skills, business tities described fo rm at io n of a similar natu ac tivities, in clauses (1) thro re about any of ugh (vi), inclusiv e, of Section 2.1( a) of this EFTA01223146  Agreement (the "C lassified Parties"). (c) For purposes information of an of this Agreement, y type which is co the term "Personal not limited to, info mmonly considered Information" shall rmation (whether in of a personal nature mean the identities; the oral, written, photog and includes, but is nonbusiness activ raphic or recorded relationships, frie ities; personal asse form) regarding nds and relatives ts; personal plans; associate with, and of, th th e personal lifestyle, any other informat e individuals who associate with or w ion of a similar natu ho re about any of the Cla are invited to 2.2 ssified Parties. hereafter. I will Confidential Info hold rmation Shall Not or in any manner in the strictest confidence and will Be Discussed. At all times disclose any Confid not use, publicize, le authorized in writ en tia l Information, unless ct ur e up on, publish ing rights 1 may have such disclosure, use or publication. the Company has ex pressly or acquire in an I hereby assign to Confidential Info y C on fid en tial Information an th e C om pa ny an rmat agree and acknow ion shall be the sole and exclusive d acknowledge that y le pr all ensure chat no Con dge that under this Agreement, I am operty of the Company. I further fiden ob now or in the future tial Information is disclosed. To th ligated to use my best efforts to , as to whether in e extent that I have formation I posses an herein. I will cont act the Company for s is Confidential Info y doubts, either clarification before rmation as defined divulging or using such information. 2.3 may receive Confid Third Party Information Shall Not ential Information Be Disclosed. I un acknowledge and. from third parties, derstand that I ag as treated in the same ree that Confidential Information which well as from the Company. I man I receive from thir of my obligations he ner as Confidential Information rece d parties is to be re un de r ap pl y to iv ed fr om th e C om pa source. all Confidential Info ny and that all rmation received, regardless of its 2.4 Return of D the Company any ocuments and all documents . Upon demand by the Company, I w specifications and , written materia ill deliver to any other materials ls, notes, drawings possession or cont of any type or natu , photographs, ro re whatsoever whi Confidential Inform l, and all copies thereof, which m ch I ation. ay constitute, includ have in my e or disclose Section 3. Rev and that I have had iew of Agreemen the opportunity to co t. I acknowledge that I have read th before signing it. nsult and review it w is Agreement, ith my own counse l if 1 so desire, Section 4. Conflicts. 4.1 Avoidance of Con employment or enga flict of Interest. gement of me by th I agree that during full-time basis, 1 w eC the term of any ill not, without the ompany, so long as I am employed or employment or othe r business activity ot Company's express written consent, engaged on a her than the perfor engage in any mance of my duties 4.2 fo r the Company. entered into, and ag N o C on fl ic tin g O bligations. I war ree that I will not ra enter into, any agreemnt and represent that I have not ent (either written or oral) that EFTA01223147  conflicts with the prov isions of this Agreemen obligations hereunder. t or otherwise impairs I further warrant and my ability to perform m decree, writ or order of represent that I am no su y any court or to any ot t bject to any injunctio conflicts with the prov her duty or responsibility n, isions of this Agreem , legal or otherwise, wh obligations hereunder. ent or otherwise impa ich I shall immediately info irs my ability to perform subject to any such in rm the Company shou m y junction, decree, writ, ld I subsequently becom order, duty or responsib e ility. Section 5. Remedie s. 5.1 constitutes unique an Equitable Relief. d confidential inform I acknowledge that the Confidential Informati and in the event of a ation of the Company on breach or a threatened and the other Classified Classified Parties will breach of this Agreem Parties ent, the Company and the Therefore, in additio be irreparably harmed and there will be othe n to any and all othe no adequate remedy at lawr Classified Parties may r tights and remedies . have, the Company an the Company and the injunctive or other eq d the other Classified other hereby waive any rig uitable relief in the event of a breach or thre Parties shall be entitled to ht to assert as a defens at e that there is an adequate ened breach hereof and I remedy at law. 5.2 Liquidated Damages or damages available at . In addition to any law or in equity, I ag and all other rights, rem jurisdiction finds that ree that if any arbitrato edies 1 have breached any r(s) or a court of competen of the provisions of th Company the sum of One Hundred Thousa is Agreement, I will pay t not as a penalty. 1 reco nd ($100,000.00) Dollars, the gn ize an d un de rst and that it would be diffi as liq ui da te d da m ag es and the actual amount of cult or im dam One Hundred Thousand ages resulting from such a breach, and acknow possible to calculate (5100,000.00) Dollars w ledge that the sum of ould be reasonable un der the circumstances. 5.3 Enforcement by Oth and agree that each of