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Case 1:20-cr-00330-AJN Document 142 Filed 02/04/21 Page 26 of 38 provision as to Epstein. See, e.g., LaSalle Bank Nat’l Ass’n v. Nomura Asset Capital Corp., 424 F.3d 195, 206 (2d Cir. 2005) (“In interpreting a contract under New York law, ‘words and phrases ... should be given their plain meaning,’ and the contract ‘should be construed so as to 399 give full meaning and effect to all of its provisions.’”) (citations omitted); Port Consol., Inc. v. Int’l Ins. Co. of Hannover, PLC, 826 F. App’x 822, 827 (11th Cir. 2020) (same under Florida law). The Justice Manual supports this view, admonishing prosecutors who do not wish to bind USAOs in other districts to “explicitly limit the scope” of the NPA to their districts. Justice Manual, Comment to § 9-27.630 (emphasis added). The absence of the phrase “in this District” from the co-conspirator immunity provision therefore compels the opposite inference: that the parties did not intend to limit the co-conspirator immunity provision to the SDFL. Moreover, “‘a promise to bind other districts can be inferred from the negotiations between defendant and prosecutor.” Russo, 801 F.2d at 626. One relevant factor in this analysis is the extent to which the USAO negotiating the plea agreement acted on its own, as opposed to involving other USAOs or other offices within the Department of Justice. Cf, e.g., United States v. D’Amico, 734 F. Supp. 2d 321, 349 (S.D.N.Y. 2010) (finding that defendant “offers no meaningful support for his claim that he ‘reasonably understood’ the Agreement to bar subsequent prosecutions in this District... . He does not claim, for example, that the SDNY USAO was in any way consulted or involved in the plea negotiations.”); United States v. Laskow, 688 F. Supp. 851, 854 (E.D.N.Y.) (“defendants concede [] that the Central District had no knowledge of the investigation that was taking place in the Eastern District at the time the Central District plea was being negotiated. . .. The Central District, unaware of defendants’ potential criminal liability in the Eastern District, could not have intended to insulate defendants from prosecution which they had no reason to foresee.”), aff'd, 867 F.2d 1425 (2d Cir. 1988). 21 DOJ-OGR- 00002598