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Case 22-1426, Document 59, 02/28/2023, 3475902, Page42 of 113 (U.S. Tax Ct. Mar. 13, 2014) (same); U.S. v. Oruche, 257 F.Supp.2d 230, 239 n.7 (D.D.C. 2003) (same, for federal immunity agreement); see also Samra v. Shaheen Bus. & Inv. Grp., Inc., 355 F.Supp.2d 483 (D.D.C. 2005) (emphasizing that, in “constru[ing] an immunity agreement executed during a criminal prosecution, our court [does] not simply adopt the contract law of the District of Columbia as a default,” but will instead follow “choice of law rules”). “The Restatement (Second) of Conflict of Laws, to which both New York and the federal courts look, declares that courts will apply the laws of the state that ‘has the most significant relationship to the transaction and the parties.’” John Wiley & Sons, Inc. v. DRK Photo, 882 F.3d 394, 412 (2d Cir. 2018) (quoting Restatement § 188). Here, it is clear that the Second Circuit is not the jurisdiction with the most significant relationship to the NPA, and the Government has not argued otherwise. Instead, the court should have construed the NPA under Eleventh Circuit law. The Eleventh Circuit would hold that the NPA’s promise on behalf of “the United States” not to prosecute Epstein’s “potential co-conspirators” (including Defendant) is binding on other USAOs. That is because, under Eleventh Circuit precedent, even if the reference to “the United States” were deemed ambiguous, the ambiguity “must be read against the government.” U.S. v. Jefferies, 908 F.2d 1520, 1523 (11th Cir. 1990) (citing In re Arnett, 804 F.2d 1200, 1203 (11th Cir. 1986)); see also Rowe v. Griffin, 676 F.2d 524, 526 n.4 (11th Cir. 1982). And 2/ DOJ-OGR-00021089