EFTA00585559.pdf

THIS AGREEMENT FOR OFFICE DESIGN SERVICES ("Office Design Agreement") is entered into as of this day of November, 2010, by and among Juan Pablo Molyneux ("JP"), J.P. Molyneux Studio, Ltd. ("Studio", and together with JP, "Molyneux,") L.S.J., LLC ("LSJ") and Jeffrey Epstein ("Epstein"); (collectively the "Parties"). NOW, THEREFORE, in exchange for One Dollar ($1.00) and other valuable consideration, including the mutual agreements, promises and other provisions contained herein, the Parties, intending to be bound, hereby agree as follows: 1. On or before ninety (90) days after full execution and delivery of this Office Design Agreement, Molyneux shall provide to Epstein the items set forth on the attached Schedule 1 and related attachments, by causing such items to be shipped to Epstein in St. Thomas, at Molyneux's expense. 2. Epstein acknowledges and agrees that neither J.P. Molyneux nor Studio is an architect, that neither has been held out as an architect to Epstein, and that this Office Design Agreement does not involve the rendering of any architectural services. 3. By entering into this Office Design Agreement, the Parties do not intend to make, nor shall they be deemed to have made, any admission of liability of any kind whatsoever. 1 EFTA00585559 4. The Parties agree that the existence, terms, and consideration paid pursuant to this Office Design Agreement are strictly confidential and that this Agreement will not be filed in any court, except to the extent that such filing may be necessary in proceedings to enforce it. No Party may reveal any facts about this Office Design Agreement or its terms without the prior, written consent of each of the other Parties; provided, however, that a Party may disclose such facts (i) to its or his employees, accountants and attorneys who require the same for the purpose of performing their employment duties or providing professional services to such Party; (ii) to its or his insurers or re-insurers; (iii) as required by any law, regulation, or rule of a court or court agency; or (iv) in response to a duly authorized subpoena or court order. Before disclosing any facts about this Office Design Agreement under provisos (i) or (ii) above, the Party making the disclosure shall inform the receiving party of the terms of this confidentiality provision and shall take reasonable measures to ensure that the receiving party agrees not to make further disclosures of the requested information. At least five business days prior to disclosing any facts about the settlement under provisos (iii) or (iv) above (other than in connection with proceedings to enforce the provisions of this Office Design Agreement), to the extent permissible by law, regulation, rule of a court or court agency or court order, the Party making or asked to make the disclosure shall inform each of the other Parties of the proposed disclosure or request for information, and shall, at the request of any Party and at the cost of such requesting Party, file any disclosure or response to the request for information about the terms 2 EFTA00585560 of this Office Design Agreement pursuant to a motion or other formal request that the information be maintained in confidence and/or held under seal. 5. The Parties agree that the prior drafting history of this Office Design Agreement shall not be used to construe any term. This Office Design Agreement has been negotiated by each Party and such Party's respective attorneys, and the language hereof will not be construed for or against any such Party as the principal drafter of this Agreement 6. The individuals signing this Office Design Agreement and the Parties on whose behalf such individuals are signing hereby represent and warrant that they are empowered and authorized to sign on behalf of and bind the Parties for whom they have signed. 7. Each Party agrees that this Office Design Agreement shall be binding upon the heirs, successors, and assigns of each Party. 8. Each Party represents and agrees that such Party: (i) has fully reviewed this Office Design Agreement and has had the opportunity to seek advice by independent counsel of its choosing with respect to the same; (ii) fully understands the terms of this Office Design Agreement and has entered into this Office Design Agreement voluntarily without any coercion or duress on the part of 3 EFTA00585561 any person or entity; and (iii) was given adequate time to consider all implications of this Office Design Agreement prior to entering into it. 9. This Office Design Agreement constitutes the entire agreement between the Parties regarding the matters contained therein. Each Party acknowledges that such Party has not executed this Office Design Agreement in reliance on any representation, inducement, promise, agreement, or warranty that is not contained therein. 10. This Office Design Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures of this Office Design Agreement transmitted by fax shall have the same effect as original signatures. 11. This Office Design Agreement may not be amended or modified except by a written instrument executed by the duly authorized representatives of all of the Parties. Any waiver of any provision hereof must be in writing and signed by the party to be charged with such waiver. Any such waiver shall be effective only in the specific instance and for the specific purpose for which such waiver is given. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or privilege under this Office Design Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege 4 EFTA00585562 under this Office Design Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 12. Any statements, communications or notices to be provided pursuant to this Office Design Agreement shall be in writing and sent by hand delivery or by reputable overnight courier to the attention of the Parties indicated below, until such time as notice of any change of person to be notified or change of address is forwarded to all Parties: (a) For Epstein and LSJ: Darren K Indyke, Esq. 301 East 66th Street, 10B New York, New York 10065 (b) For JP and Studio: 29 East 69th Street New York, New York 10021 With a courtesy copy to: Jay Goldberg, Esq. 250 Park Avenue 5 EFTA00585563 Suite 2020 New York, New York 10177 13. In the event of any claimed breach, any Party claimed to have been aggrieved shall provide the other Party with fifteen (15) business days written notice and opportunity to cure. In the event of a material breach by Molyneux that remains uncured following such notice, Epstein's sole remedy shall be liquidated damages of Fifty Thousand Dollars ($50,000), it being acknowledged that damages in such event would be difficult to ascertain and that such amount does not represent a penalty. 14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements entered into entirely within the State of New York, without regard to the principles of New York law regarding conflicts of laws. 15. Each Party agrees that any dispute arising out of or relating to this Agreement or entering into it shall be resolved by arbitration before the American Arbitration Association ("AAA") by a single arbitrator pursuant to the Commercial Rules, or JAMS if AAA is unavailable, with the arbitrator empowered to award costs and attorney's fees to the prevailing party; and each party irrevocably and unconditionally submits to the exclusive jurisdiction of any court sitting in New 6 EFTA00585564 York County over any proceeding arising out of or relating to such arbitration. Each Party agrees that service of any process, summons, notice or document as provided herein shall be effective service of process for any arbitration or proceeding relating thereto. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any such arbitration or proceeding relating thereto and any claim that any such arbitration or proceeding has been brought in an inconvenient forum. Each Party agrees that a final, non-appealable judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any other courts to whose jurisdiction such Party is or may be subject, by suit upon judgment IN WITNESS WHEREOF, the parties hereto have caused this Office Design Agreement to be executed by themselves or their duly authorized representatives, as the case may be, as of the date of the day and year first above-written. J.P. MOLYNEUX STUDIO, LTD. By: Juan Pablo Molyneux President 7 EFTA00585565 JUAN PABLO MOLYNEUX JEFFREY EPSTEIN L.S.J., LLC By: JEFFREY EPSTEIN Member 8 EFTA00585566