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Case 1:20-cr-00330-AJN Document 142 Filed 02/04/21 Page 11 of 38 the NPA clearly intended to confer a benefit on any and all of Epstein’s potential co-conspirators in explicitly giving them immunity. Under well-established principles of general contract law, and particularly under the law relating to non-prosecution agreements, any and all of Epstein’s potential co-conspirators are third-party beneficiaries of the NPA. As federal courts have repeatedly recognized in enforcing third-party immunity provisions, a third-party beneficiary need not be expressly named in an immunity provision as long as she falls within the class of persons on whom the parties intended to confer immunity. Because the indictment alleges that Ms. Maxwell was a co-conspirator of Epstein, she falls well within the protection provided by the NPA. Second, the government claims that the co-conspirator immunity provision applies only to prosecutions in the SDFL. But the NPA was a highly negotiated, non-standard agreement. It is not the standard agreement the government wishes it to be. The plain language of the NPA squarely refutes the government’s position. The co-conspirator immunity provision does not prohibit merely prosecutions by the USAO for the SDFL (“USAO-SDFL”), but by “the United States.” This broad prohibition was intentional, as demonstrated by the express references elsewhere in the NPA to the United States Attorney and/or the USAO-SDFL. Indeed, compare the NPA’s immunity provision for Epstein himself, which is expressly limited to prosecutions in the SDFL, and the co-conspirator immunity provision, which contains no such limitation. Even if the language were ambiguous as to its impact on prosecutions on the SDFL, which it is not, any ambiguity must be construed against the government. In opposition, the government relies on the Second Circuit’s statement that “[a] plea agreement binds only the office of the United States Attorney for the district in which the plea is entered unless it affirmatively appears that the agreement contemplates a broader restriction.” DOJ-OGR-00002583