EFTA00591241.pdf

Philip R West 1330 Connecticut Avenue, NW Washington, DC 20036-1795 July I, 2014 VA EMAIL Jeffrey Epstein 9 East 71st Street New York, NY Dear Jeffrey: Steptoe STIPTOt • JOHNSON LLP This letter and the attached General Terms and Conditions of Engagement set forth the basis for the engagement of Steptoe & Johnson LLP ("Steptoe") by you to provide advice regarding the U.S. legal consequences of a possible Swiss bank restructuring. We look forward to working with you on this representation. The terms and conditions that govern this engagement and the services we will provide are described in detail on the attachment to this letter. You should review these materials and let me know immediately if you have any questions. After reviewing them, please countersign this letter and return a countersigned original to me by email. I want to draw your attention in particular to several important terms and conditions for our engagement. A number of these points are explained at greater length in the attachment, which is an integral part of this letter. However, we will consider this letter and the terms and conditions in effect from this date forward unless you specifically advise us to the contrary. First, this engagement establishes an attorney-client relationship solely with you and not with any other affiliated or associated entity, and not with any specific bank or any affiliated or associated entities of any specific bank. Second, the scope of our engagement is limited to the specific matter described above; while we would be pleased to discuss potential engagements on other matters, any new or extended engagement will require our mutual agreement in writing. EFTA00591241 Jeffrey Epstein July 1, 2014 Page 2 of 6 Steptoe lICPTOt 6 JOHNSON Third, we charge hourly rates for services rendered and require reimbursement for costs. My billing rate is $1,295 per hour or part thereof (i.e., I bill in one-hour increments, although I do not generally bill time to a client for a given day if my services for that client during that day consist of only a brief phone call, consultation, or the like). The rate for Reid Weingarten is $1,190 per hour. The rate for Frances Homer, whom I expect to be involved in this work, is $860 per hour. If others are involved in the matter, their standard hourly rate will be charged. We charge for time devoted to client affairs, including time spent traveling on client business and including time spent in connection with inquiries or investigations arising out of or relating to our engagement, whether by a Congressional committee or otherwise, and you hereby agree to pay for such time, and for all expenses, including professional fees, incurred by us in connection therewith. Our hourly rates are reviewed annually, typically in January, and may be revised based on that review. Fourth, the attorney-client relationship created by this engagement is terminated when our services are completed, and in any event 30 days after the date of our final statement. Fifth, as detailed in the Conflicts and Waiver paragraph of the attachment, we require a forward-looking waiver permitting Steptoe to represent current or future clients in matters adverse to you on matters that are not substantially related to the subject of this representation. As you know, we are representing a number of Swiss banks in various matters relating to the Department of Justice Program for Swiss Banks announced August 29, 2013. By your signature on this letter, you are confirming that you waive any conflict of interest arising from these representations and will not seek to disqualify Steptoe from any of them by reason of our representation of you in this matter. Finally, this letter and the attachment set forth the agreed specific terms of our engagement, which supersede and survive any inconsistent items in "outside counsel guidelines" or provisions required to use any electronic billing system; these terms can be modified only by written agreement between the individual signatories below expressly stating that this specific engagement letter is being changed. EFTA00591242 Jeffrey Epstein July I, 2014 Page 3 of 6 Please sign and return a copy of this letter to me as explained above. We very much look forward to working with you. incerel Philip R. Attachment AGREED AND ACCEPTED Signature Please print name Title Date: Steptoe $$$$$ Oil \ JO OOOOO lip EFTA00591243 Jeffrey Epstein July 1, 2014 Page 4 of 6 STEPTOE & JOHNSON I.LP GENERAL TERMS AND CONDITIONS OF ENGAGEMENT AS OF FEBRUARY 15, 2013 Steptoe OOOOO 04 I IONNSOOSPI 1. Client: The client in this representation—and the only party with which Steptoe & Johnson I.LP ("Steptoe") is establishing an attorney-client relationship—is the specific entity identified in the first paragraph of the engagement letter to which this is attached (the "Client"). Steptoe has not been asked, and is not agreeing, to represent or establish an attorney-client relationship with any other entity, such as a parent, subsidiary, affiliate, member, owner or other affiliate or associate of the Client. 2. Scope of Representation: The subject matter and scope of this representation is limited to the specific matter described in the first paragraph of the engagement letter to which this is attached. Any further work will require our mutual agreement reflected in writing. 3. Term of Engagement: Either Steptoe or the Client may terminate this engagement at any time for any reason, subject on Steptoe's part only to the applicable Rules of Professional Conduct. We reserve the right to suspend or terminate work on behalf of a client that does not pay our statements within 30 days after they are rendered. It is understood that in the event of any termination or withdrawal initiated by the Client, Steptoe will be entitled to receive any unpaid fees and expenses through the date of withdrawal on the basis set forth above. In the event of a termination or withdrawal initiated by Steptoe, Steptoe will provide at its cost reasonable services to transition the engagement to subsequent counsel engaged by the Client. The attorney-client relationship created by this letter is terminated when the services sought by the client have been completed, and shall in any event be terminated 30 days after Steptoe has rendered a final statement for its services, which date shall not be extended because of subsequent statements sent with respect to unpaid balances or because of activities associated with the collection of unpaid balances. 4. Fees: Steptoe will charge hourly rates for services rendered. Hourly rates are reviewed annually, typically in January, and may be revised based on that review but, at your request, as an accommodation, we will maintain our 2013 rates on this matter through 2014. If rates are adjusted, the new rates will be reflected in the first billing statement we provide after the date of the change. 5. Expenses: Steptoe will charge the Client for various services and expenses, such as duplication, travel and the like. Expenses for services that are furnished using Steptoe resources (or for contractors that use Steptoe office space, equipment, services or facilities) are billed at a rate that covers direct costs plus an allocation of indirect costs that we believe to be fairly related to the service involved. Steptoe will charge the prices itemized on the vendor's current year rate schedule for computer databases used for legal or factual research (e.g., those issued by LexisNexis and Westlaw); Steptoe does not pass on any vendor charges for printing from these databases. Where services are provided entirely by an outside vendor for a specified amount (e.g., consultants' fees, graphics, court reporters, filing fees) and do not involve the use of firm facilities or other resources, we charge clients only the amount charged by the outside vendor, without any markup. Unless special arrangements are made at the outset, any significant EFTA00591244 Jeffrey Epstein July 1, 2014 Page 5 of 6 fees and expenses of others supplying services in connection with this representation (such as experts, expert witnesses, investigators, consultants and court reporters) will be billed to the Client for payment directly to the billing entity, and Steptoe will have no responsibility for paying those fees or expenses. 6. Taxes: Some jurisdictions impose charges denominated as sales, use, excise, business, value added or other taxes, tariffs or duties on amounts billed to clients. The amount of any such charges (excluding taxes based on Steptoe's net income or on the wages, salaries or benefits paid to its personnel) will be included in our statements and will be the Client's responsibility. Our fees are net of any withholding or similar tax imposed by the jurisdiction in which the Client resides. If any amount is withheld for such taxes in such jurisdiction, then the Client must gross up the amount to be paid to Steptoe so that the net amount paid to Steptoe is the amount of our bill. 7. Billing: Steptoe will send statements to the Client on a monthly basis covering fees and expenses for the prior month. We expect the Client to pay our statements promptly and in any event within 30 days after they are received. 8. Retainer: If a retainer is required, it will be applied against fees and charges during the representation, with any amount not applied to such fees and charges to be refunded at the completion of the representation. Applicable bar rules provide that fees and expenses paid in advance of the performance of legal services are to be treated as the property of the client and must be deposited into a client trust account unless the attorney and client agree otherwise. By signing this engagement letter, the Client acknowledges the receipt of the foregoing information and agrees that any advance payment of legal fees and expenses related to this representation shall be treated as the property of Steptoe upon receipt. The Client also agrees that any such advance payment of legal fees or expenses shall be deposited in Steptoe's general operating account to be drawn upon as legal services are performed and expenses incurred. Steptoe will refund any portion of the advance payment that exceeds the total of Steptoe's legal fees and expenses incurred in the representation upon the termination of the representation. Conflicts and Waiver: Steptoe represents companies and individuals throughout the United States and internationally, who may have matters in conflict with the Client or one or more of its affiliates. We are undertaking to represent the Client in connection with this matter on the basis that this representation or any future representations that are initiated without a new or amended engagement letter will not be deemed to preclude Steptoe from representing other clients, including, but not limited to, any current or future Steptoe clients in matters adverse to the Client or any related entities, including representations in negotiations, regulatory matters, litigation, the providing of advice or opinions, ADR proceedings of various kinds or other matters, provided that such matters are not substantially related to the subject of this representation. By retaining Steptoe for this representation, the Client agrees that it waives any such conflict and will not seek to have Steptoe disqualified as counsel to another client in the event of such adverse matters. 9. Confidentiality: Our ethical obligations as lawyers impose stringent rules about protecting the confidentiality of client information, including not only privileged material but other material we obtain during our representation of the Client that is of a confidential nature or that the Client would not want to see disclosed other than with its approval. The conflicts waiver discussed above in no way relieves us of our obligation to protect such information. EFTA00591245 Jeffrey Epstein July 1, 2014 Page 6 of 6 10. Our Own Use of Counsel: The Client agrees that Steptoe may seek legal advice from internal or external counsel concerning this representation, waives any claim of conflict based on those consultations or related communications, even if adverse to the Client's interests, and acknowledges that such communications are protected by Steptoe's own attorney-client privilege from disclosure to the Client. I I. Retention of Records: We will keep the essential records relating to our work for the Client for five (5) years after we complete our engagement. If the Client wishes to have such materials retained for a longer time, we can make arrangements to store them for limited periods at the Client's expense and will be glad to furnish information on the cost of doing so. Portions of our records are viewed as client records and the Client may ask at any time to receive copies of these records, which will be made at the Client's expense. If there are large volumes of such materials, we may contract to have the copies made by a contractor retained by us under contract conditions that impose obligations on the contractor personnel to recognize and honor the confidential nature of the materials. In referring to records, we include electronic and "hard copy" records. 12. Electronic Communications: Notwithstanding our efforts, modem modes of business communication, including email, mobile telephones and telecopiers, cannot be secured completely to prevent unauthorized access, and therefore involve some risk of disclosure and potential loss of attorney-client privilege. Unless the Client specifically objects to use of those modes of communication, it agrees to accept those risks. 13. Definitive Agreement: These Terms and Conditions, together with the engagement letter to which they are attached, set forth the agreed specific terms of our engagement. Those agreed specific terms supersede and survive any inconsistent items that may be contained in in "outside counsel guidelines" sent to us by the Client or generic provisions that we are required to "accept" in order to use any electronic billing system for the Client. These terms can be modified only by a written agreement between the individual signatories to the attached engagement letter expressly stating that terms of this specific engagement letter are being changed. 14. Counterparts: This Agreement may be executed in two or more counterparts or by facsimile/PDF signature (or both), each of which will be deemed to be an original, but all of which will constitute one and the same agreement. IS. Choice of Law/Jurisdiction: This Agreement shall be governed by, construed in accordance with, and enforced pursuant to the laws of the District of Columbia without regard to principles of conflict of laws. The Parties hereby consent to the jurisdiction of the District of Columbia, in connection with any suit, action, or other legal proceeding arising out of this Agreement. EFTA00591246