Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 1 of 32 Page ID #:9

EXHIBIT 1
 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 2 of 32 Page ID #:10
ORIGINAL BY FA£,,„
SUMMONS FOR COURT USE ONLY
(SOLO PARA USO DE LA CORTE)
(CITACION JUDICIAL)
NOTICE TO DEFENDANT:
(AVISO AL DEMANDADO): FILED
DONALD J. TRUMP a.k.a. DAVID DENNISON, an individual, Superior Court of California
County of Los Aneeles
(See Attachment SUM-200(A) to Summons)
YOU ARE BEING SUED BY PLAINTIFF: MAR 07 2018
(LO ESTA DEMANDANDO EL DEMANDANTE):
Sberri R. Cajter, Execution
Officer/Clerk
STEPHANIE CLIFFORD a.k.a. STORMY DANIELS a.k.a. PEGGY
PETERSON, an individual , Deputy
Moses Soto
NOTICEI You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information
below.
You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at this court and have a copy
served on the plaimiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your
case. There may be a court form that you can use for your response. You can find these court forms and more information at the California Courts
Online Self-Help Center (www.courtinfo.ca.gov/selfhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask
the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property
may be taken without further warning from the court.
There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney
referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate
these nonprofit groups at the California Legal Services Web site (www.lawhelpcaUfomia.org), the California Courts Online Self-Help Center
(www.courtinfo.ca.gov/selfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and
costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case.
IAVISO! Lo han demandado. Si no responds dentro da 30 dlas, la corte puede decidir en su contra sin escuchar su versidn. Lea la informacidn a
continuacidn.
Tiene 30 DlAS DE CALENDARIO despuds de que le entreguen esta citacidn ypapeles legates para presenter una respuesta por escrito en esta
corte y hacer que se entregue una copia al demandante. Una carta o una llamada telefdnica no lo protegen. Su respuesta por escrito tiene que estar
en formato legal correcto si desea que procesen su caso en la corte. Es posible que haya un formulario que usted puede user para su respuesta.
Puede encontrar estos formularios de la corte ymds informacidn en el Centre de Ayuda de las Cortes de California (Vvww.sucorte.ca.gov/ en la
biblioteca de leyes de su condado o en la corte que le quede mds cerca. Si no puede pagarla cuota de presentacidn, pida al secretario de la corte
que le d6 un formulario de exencidn de pago de cuolas. Si no presenta su respuesta a liempo, puede perder el caso por incumplimiento y la corte le
podrd quitar su sueido, dinero y bienes sin mds advertencia.
Hay olros requisites legates. Es recomendable que Heme a un abogado inmediatamente. Si no conoce a un abogado, puede llamar a un servicio de
remisidn a abogados. Si no puede pagar a un abogado, es posible que cumpla con los requisitos para obtener servicios legates gratuitos de un
programa de servicios legates sin fines de lucro. Puede encontrar estos grupos sin fines de lucro en el sitio web de California Legal Services,
(Vvww.lawhelpcalifornia.org/ en el Centro de Ayuda de las Cortes de California, (www.sucorte.ca.govJ o ponidndose en contacto con la corte o el
colegio de abogados locales. AVISO: Por ley, la corte tiene derecho a reclamar las cuotas y los coslos exentos por imponer un gravamen sobre
cuatquier recuperacidn de $10,000 6 mds de valor recibida mediante un acuerdo o una concesidn de arbitraje en un caso de derecho civil. Tiene que
pagar el gravamen de la corte antes de que la corte pueda desechar el caso.

The name and adekess of the court is: CASE NUMBER:

(Numero del Caso):
(El nombre y direccidn de la code es):
BC696568
LOS ANGELES SUPERIOR COURT
1 1 1 North Hill Street, Los Angeles, CA 90012
The name, address, and telephone number of plaintiffs attorney, or plaintiff without an attorney, is:
(El nombre, la direccidn y el numero de teldfono del abogado del demandante, o del demandante que no tiene abogado, es):
Michael J. Avenatti, Avenatti & Associates APC, 520 Newport Center Dr Ste 1400 Newport Beach CA 92660

DATE:
(Fecha) MAR 0 1 SHERRIR. CARTER Clerk, by A/. M. Soto , Deputy
(Secretano) (Adjunto)
(For proof of service of this summons, use Proof of Service of Summons (form POS-010).)
(Para prueba de entrega de esta citatidn use el formulario Proof of Service oif Summons, (POS-010)).
LO
NOTICE TO THE PERSON SERVED: You are served
[SEAL]
'33 1. I I as an individual defendant.
LC> 2. | | as the person sued under the fictitious name of (specify):

3. I I on behalf of (specify):
/S
ol under: I I CCP 416.10 (corporation) I 1 CCP 416.60 (minor)
to "L
OJ I I CCP 416.20 (defunct corporation)
as : I I CCP 416.70 (conservatee)
/«?/ I I CCP 416.40 (association or partnership) | | CCP 416.90 (authorized person)

\W^S^JL
X..* STC--
A. I
I I other (specify):
I by personal delivery on (date):
Page 1 of 1
Form Adopted for Msndatocy Use
Judical Coundl of California SUMMONS Code of Civil Procedure §§ 412.20, 465
www.CQurtinfQ.ca.gov
SUM-100 (Rev. July 1, 2009)
 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 3 of 32 Page ID #:11
,v

a
SUM-200(A)

CASE NUMBER:
SHORT TITLE:

_ CLIFFORD v. TRUMP, et al. BC696568

INSTRUCTIONS FOR USE

This form may be used as an attachment to any summons if space does not permit the listing of all parties on the summons.
- if this attachment is used, insert the following statement in the plaintiff or defendant box on the summons: "Additional Parties
Attachment form is attached."

List additional parties (Check only one box. Use a separate page for,each type ofparty.):

| | Plaintiff [7] Defendant Q] Cross-Complainant [^] Cross-Defendant

ESSENTIAL CONSULTANTS, LLC, a Delaware Limited Liability Company, and DOES 1 through 10,
inclusive

CD
'£>
•Vs..

h.O

IS?

Page 2 of 2
Page 1 of 1
Form Adopted for Mandatory Use
Judicial Council of California ADDITIONAL PARTIES ATTACHMENT
SUM-200(A) |Rev. January 1, 2007)
Attachment to Summons
(Page 1 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 4 of 32 Page ID #:12
of 35)

A *

1 Michael J. Avenatti, Bar No. 206929

AVENATTI & ASSOCIATES, APC
2
mavenatti@eoalaw. com FILED
^ 520 Newport Center Drive, Suite 1400 Superior Court of California
County of Los Angeles
Newport Beach, CA 92660
4 Tel: (949) 706-7000 MAR 06 2018
Fax: (949) 706-7050
5 Sherri R. Gflrter, Executive Officer/Clerk of Court
^ Attorneys for Plaintiff Stephanie Clifford By. . Deputy
a.k.a. Stormy Daniels a.k.a. Peggy Peterson ""GloTtefta Robinson

8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
FOR THE COUNTY OF LOS ANGELES
10

11 STEPHANIE CLIFFORD a.k.a. STORMY Case No.

DANIELS a.k.a. PEGGY PETERSON, an
12
individual,
COMPLAINT FOR DECLARATORY
13
Plaintiff, RELIEF
14
vs.
15
DONALD J. TRUMP a.k.a. DAVID DENNIS ON,
16
an individual, ESSENTIAL CONSULTANTS,
LLC, a Delaware Limited Liability Company, and
17
DOES 1 through 10, inclusive
18
Defendants.
19

20

21

22

<&>
'i-v 23
K

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25

26

27

28

COMPLAINT
(page 2 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 5 of 32 Page ID #:13
of

CITYCASEj
BC694548
LEA/OEFfi :

RECEIPT »:
CCH5053761
DATE PAID 34
: Q3.-'Q6713
PAYMENT J 03?46 PM
$435.00
RECEIVED? 310
CHECKs
CASH: $435.00
CHANCE s $0.00
C-ARD j $0.00
$0.00

Do o# 1 *aSe# 2 - Doo ID = 1730293032 - Doc Ty

pe
= OTHKB
(Page 3 Case
of35) 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 6 of 32 Page ID #:14

1
Plaintiff Stephanie Clifford a.k.a. Stormy Daniels a.k.a. Peggy Peterson ("Ms. Clifford"'' or
2
"Plaintiff") hereby alleges the following:
3

4
THE PARTIES
5
1. Plaintiff Ms. Clifford, an individual, is a resident of the State of Texas.
6
2. Defendant Donald J. Trump a.k.a. David Dennison ("Mr. Trump"), an individual, is a
7
resident of the District of Columbia (among other places).
8
3. Defendant Essential Consultants, LLC ("EC") is a Delaware limited liability company
9
formed on October 17, 2016.
10
4. Mr. Trump and EC together shall be referred to hereafter as "Defendants."
11
5. The true names and capacities of the defendants DOES 1 through 10, inclusive,
12
whether individual, plural, corporate, partnership, associate or otherwise, are not known to Plaintiff,
13
who therefore sues said defendants by such fictitious names. Plaintiff will seek leave of court to
14
amend this Complaint to show the true names and capacities of defendants DOES 1 through 10,
15
inclusive, when the same have been ascertained.
16
6. Plaintiff is also informed and believe and thereon alleges that DOES 1 to 10 were the
17
agents, principals, and/or alter egos of Defendants, at all times herein relevant, and that they are
18
therefore liable for the acts and omissions of Defendants.
19

20
JURISDICTION AND VENUE
21
7. Jurisdiction for this matter properly lies with this Court because Plaintiff seeks
22
declaratory relief.
W 23
8. Venue is appropriate in the County of Los Angeles, and this Court has personal
jS?
<$< 24
•i. jurisdiction over Defendants and each of them, by reason of the fact that, among other things, (a) the
Iiv.5
^ 25
!-jw<
alleged agreement that is at issue in this Complaint was purportedly made and negotiated, at least in
26
substantial part, in the County of Los Angeles, and (b) many of the events giving rise to this action
27
arose in California, including within the County of Los Angeles.
28

-1-
COMPLAINT
(Page 4 Case
of35) 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 7 of 32 Page ID #:15

1
FACTUAL BACKGROUND
2
9. Ms. Clifford began an intimate relationship with Mr. Trump in the Summer of 2006 in
3 ...
Lake Tahoe and continued her relationship with Mr. Trump well into the year 2007. This relationship
4
included, among other things, at least one "meeting" with Mr. Trump in a bungalow at the Beverly

^ Hills Hotel located within Los Angeles County.

6
10. In 2015, Mr. Trump announced his candidacy for President of the United States,
7
11. On July 19, 2016, Mr. Trump secured the Republican Party nomination for President.
8
12. On October 7, 2016, the Washington Post published a video, now infamously known as
9
the Access Hollywood Tape , depicting Mr. Trump making lewd remarks about women. In it, Mr.
10
Trump described his attempt to seduce a married woman and how he may start kissing a woman that
11
he and his companion were about to meet. He then added: "I don't even wait. And when you're a
12
star, they let you do it, you can do anything . . ."
13
13. Within days of the publication of the Access Hollywood Tape, several women came
14
forward publicly to tell their personal stories about their sexual encounters with Mr. Trump.
15
14. Around this time, Ms. Clifford likewise sought to share details concerning her
16
relationship and encounters with Mr. Trump with various media outlets.
17
15. As a result of Ms. Clifford's efforts aimed at publicly disclosing her story and her
18
communications with various media outlets, Ms. Clifford's plans came to the attention of Mr. Trump
19
and his campaign, including Mr. Michael Cohen, an attorney licensed in the State of New York. Mr.
20
Cohen worked as the "top attorney" at the Trump Organization from 2007 until after the election and
21
presently serves as Mr. Trump's personal attorney. He is also generally referred to as Mr. Trump's
22
"fixer."
iiv 23
16. After discovering Ms. Clifford's plans, Mr. Trump, with the assistance of his attorney
•p
24
v* Mr. Cohen, aggressively sought to silence Ms. Clifford as part of an effort to avoid her telling the
I".'..1
^ 25
truth, thus helping to ensure he won the Presidential Election. Mr. Cohen subsequently prepared a
26
draft non-disclosure agreement and presented it to Ms. Clifford and her attorney (the "Hush
27
Agreement"). Ms. Clifford at the time was represented by counsel in California whose office is
28
located in Beverly Hills, California within the County of Los Angeles.

-2-

COMPLAINT
(Page 5 Case
of35) 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 8 of 32 Page ID #:16

V.

1
17. The parties named in the Hush Agreement were Ms. Clifford, Mr. Trump, and Essential
2
Consultants LLC. As noted above, Essential Consultants LLC ("EC") was formed on October 17,
3
2016, just weeks before the 2016 presidential election. On information and belief, EC was created by
4
Mr. Cohen with Mr. Trump's knowledge for one purpose - to hide the true source of funds to be used

^ to pay Ms. Clifford, thus further insulating Mr. Trump from later discovery and scrutiny.
6
18. By design of Mr. Cohen, the Hush Agreement used aliases to refer to Ms. Clifford and
7
Mr. Trump. Specifically, Ms. Clifford was referred to by the alias "Peggy Peterson" or "PP." Mr.
8
Trump, on the other hand, was referred to by the alias "David Dennison" or "DD."
9
19. Attached hereto as Exhibit 1 is a true and correct copy of the Hush Agreement, titled
10
Confidential Settlement Agreement and Mutual Release; Assignment of Copyright and Non-
11
Disparagment [sic] Agreement. Exhibit 1 is incorporated herein by this reference and made a part of
12
this Complaint as if fully set forth herein.
13
20. Attached hereto as Exhibit 2 is a true and correct copy of the draft Side Letter
14
Agreement, which was Exhibit A to the Hush Agreement. Exhibit 2 is incorporated herein by this
15
reference and made a part of this Complaint as if fully set forth herein.
16
21. Importantly, the Hush Agreement imposed various conditions and obligations not only
17
on Ms. Clifford, but also on Mr. Trump. The agreement also required the signature of all parties to the
18
agreement, including that of Mr. Trump. Moreover, as is customary, it was widely understood at all
19
times that unless all of the parties signed the documents as required, the Hush Agreement, together
20
with all of its terms and conditions, was null and void.
21
22. On or about October 28, 2016, only days before the election, two of the parties signed

22
the Hush Agreement - Ms. Clifford and Mr. Cohen (on behalf of EC). Mr. Trump, however, did not
>P
i'.V 23
sign the agreement, thus rendering it legally null and void and of no consequence. On information and
>$> 24
belief, despite having detailed knowledge of the Hush Agreement and its terms, including the
I*,1
25
|«,Wr proposed payment of monies to Ms. Clifford and the routing of those monies through EC, Mr. Trump
26
purposely did not sign the agreement so he could later, if need be, publicly disavow any knowledge of
27
the Hush Agreement and Ms. Clifford.
28

-3-
COMPLAINT
(Page 6 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 9 of 32 Page ID #:17
of 35)

i i
>

1
23. Despite Mr. Trump's failure to sign the Hush Agreement, Mr. Cohen proceeded to
2 '
cause $130,000.00 to be wired to the trust account of Ms. Clifford's attorney. He did so even though
3 .
there was no legal agreement and thus no written nondisclosure agreement whereby Ms. Clifford was
4
restricted from disclosing the truth about Mr. Trump.
5
24. Mr. Trump was elected President of the United States on November 8, 2016.
6
25. In January 2018, certain details of the draft Hush Agreement emerged in the news
7
media, including, among other things, the existence of the draft agreement, the parties to the draft
8
agreement, and the $130,000.00 payment provided for under the draft agreement. Also in January
9 . .
2018, and concerned the truth would be disclosed, Mr. Cohen, through intimidation and coercive
10
tactics, forced Ms. Clifford into signing a false statement wherein she stated that reports of her
11
relationship with Mr. Trump were false.
12
26. On or about February 13, 2018, Mr. Cohen issued a public statement regarding Ms.
13
Clifford, the existence of the Hush Agreement, and details concerning the Hush Agreement. He did so
14
without any consent by Ms. Clifford, thus evidencing Mr. Cohen's apparent position (at least in that
15
context) that no binding agreement was in place. Among other things, Mr. Cohen stated: "In a private
16
transaction in 2016, I used my own personal funds to facilitate a payment of $130,000 to Ms.
17
Stephanie Clifford. Neither the Trump Organization nor the Trump campaign was a party to the
18
transaction with Ms. Clifford, and neither reimbursed me for the payment, either directly or
19
indirectly." Mr. Cohen concluded his statement with lawyer speak: "Just because something isn't
20
true doesn't mean that it can't cause you harm or damage. I will always protect Mr. Trump."
21
(emphasis added).
22
27. Importantly, at no time did Mr. Cohen claim Ms. Clifford did not have an intimate
p
!y-:' 23
relationship with Mr. Trump. Indeed, were he to make such a statement, it would be patently false.
p
P- 24
*.v. 28. Because the agreement was never formed and/or is null and void, no contractual
iSr< 25
|->r.
obligations were imposed on any of the parties to the agreement, including any obligations to keep
CAf

26
information confidential. Moreover, to the extent any such obligations did exist, they were breached
27
and/or excused by Mr. Cohen and his public statements to the media. '
28

-4-
COMPLAINT
(Page 7 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 10 of 32 Page ID #:18
of 35)

t .
s

1
29. To be clear, the attempts to intimidate Ms. Clifford into silence and "shut her up" in
2
order to "protect Mr. Trump" continue unabated. For example, only days ago on or about February
3
27, 2018, Mr. Trump's attorney Mr. Cohen surreptitiously initiated a bogus arbitration proceeding
4
against Ms. Clifford in Los Angeles. Remarkably, he did so without even providing Ms. Clifford with

^ notice of the proceeding and basic due process.

6
30. Put simply, considerable steps have been taken by Mr. Cohen in the last week to
7
silence Ms. Clifford through the use of an improper and procedurally defective arbitration proceeding
8
hidden from public view. The extent of Mr. Trump's involvement in these efforts is presently
9
unknown, but it strains credibility to conclude that Mr. Cohen is acting on his own accord without the
10
express approval and knowledge of his client Mr. Trump. .
11
31. Indeed, Rule 1.4 of New York Rules of Professional Conduct governing attorneys has
12
required Mr. Cohen at all times to promptly communicate all material information relating to the
13
matter to Mr. Trump, including but not limited to "any decision or circumstance with respect to which
14
[Mr. Trump's] informed consent [was] required" and "material developments in the matter including
15
settlement or plea offers." Moreover, this same Rule required Mr. Cohen at all times to "reasonably
16
consult with [Mr. Trump] about the means by which [his] objectives are to be accomplished" and to

17
"keep [Mr. Trump] reasonably informed about the status of the matter."
18
32. Accordingly, unless Mr. Cohen flagrantly violated his ethical obligations and the most

19
basic rules governing his license to practice law (which is highly unlikely), there can be no doubt that
20
Mr. Trump at all times has been fully aware of the negotiations with Ms. Clifford, the existence and
21
terms of the Hush Agreement, the payment of the $130,000.00, the use of EC as a conduit, and the
22
recent attempts to intimidate and silence Ms. Clifford by way of the bogus arbitration proceeding.
(£
23
33. Because there was never a valid agreement and thus, no agreement to arbitrate, any
OA
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subsequent order obtained by Mr. Cohen and/or Mr. Trump in arbitration is of no consequence or
I'A.1' <"*c
25
J-K- effect.
26

27

28

-5-

COMPLAINT
(Page 8 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 11 of 32 Page ID #:19
of 35)

1
FIRST CAUSE OF ACTION
2
Declaratory Relief

3
(Against all Defendants)
4
34. Plaintiff restates and re-alleges each and every allegation in Paragraphs 1 through 33

^ above as if fully set forth herein.

6
35. This action concerns the legal significance, if any, of the documents attached hereto as
7
Exhibit 1, entitled Confidential Settlement Agreement and Mutual Release; Assignment of Copyright
8
and Non-Disparagment [sic] Agreement, and Exhibit 2, entitled Side Letter Agreement.
9
36. California Code of Civil Procedure section 1060 authorizes declaratory relief for any
10
person who desires a declaration of rights or duties with respect to one another. In cases of actual
11
controversy relating to the legal rights and duties of the respective parties, such a person may seek a
12
judicial declaration of his or her rights and duties relative to an instrument or contract, or alleged
13
contract, including a determination of any question of construction or validity arising under the
14
instrument or contract, or alleged contract. This includes a determination of whether a contract was
15
ever formed.
16
37. An actual controversy exists between Plaintiff and Defendants as to their rights and
17
duties to each other. Accordingly, a declaration is necessary and proper at this time.
18
38. Specifically, Plaintiff seeks an order of this Court declaring that the agreements in the
19
forms set out in Exhibits 1 and 2 between Plaintiff and Defendants were never formed, and therefore
20
do not exist, because, among other things, Mr. Trump never signed the agreements. Nor did Mr.
21
Trump provide any other valid consideration. He thus never assented to the duties, obligations, and
22
conditions the agreements purportedly imposed upon him. Plaintiff contends that, as a result, she is
^ 23
not bound by any of the duties, obligations, or conditions set forth in Exhibits 1 and 2. Moreover, as a
24
further result, there is no agreement to arbitrate between the parties.

-a? 25
l-v^' 39. In the alternative, Plaintiff seeks an order of this Court declaring that the agreements in
26
the forms set out in Exhibits 1 and 2 are invalid, unenforceable, and/or void under the doctrine of
27
unconscionability. Plaintiff contends that, as a result, she is not bound by any of the duties,
28

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COMPLA1NT
(Page 9 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 12 of 32 Page ID #:20
of 35)

« ,

1
obligations, or conditions set forth in Exhibits 1 and 2. Moreover, as a further result, there is no
2
agreement to arbitrate between the parties.
3
40. In the further alternative, Plaintiff seeks an order of this Court declaring that the
4 .
agreements in the forms set out in Exhibits 1 and 2 are invalid, unenforceable, and/or void because

^ they are illegal and/or violate public policy. Plaintiff contends that, as a result, she is not bound by
^ any of the duties, obligations, or conditions set forth in Exhibits 1 and 2. Moreover, as a further result,
7
there is no agreement to arbitrate between the parties.
8
41. Defendants dispute these contentions.
9
42. Accordingly, Ms. Clifford desires a judicial determination of her rights and duties with
10
respect to the alleged agreements in the forms set out in Exhibits 1 and 2.
11

12
PRAYER FOR RELIEF
13
WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, declaring
14
that no agreement was formed between the parties, or in the alternative, to the extent an agreement
15
was formed, it is void, invalid, or otherwise unenforceable.
16

17
ON THE FIRST CAUSE OF ACTION
18
1. For a judgment declaring that no agreement was formed between the parties, or in the
19
alternative, to the extent an agreement was formed, it is void, invalid, or otherwise unenforceable.
20
2. For costs of suit; and
21
3. For such other and further relief as the Court may deem just and proper.
22
'fc'
iv-.-' 23
DATED: March 6, 2018 AVENATTI & ASSOCIATES, APC
i'P 24

•tP 25

M
|.V-

26
MICHAEL J. AVENATTI

27
Attorneys for Plaintiff

28

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COMPLAINT
(Page 10 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 13 of 32 Page ID #:21

. )

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EXHIBIT 1
(Page 11 Case
of 35) 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 14 of 32 Page ID #:22

CONFIDENTIAL SETTLEMENT AGREEMENT

AND MUTUAL RELEASE; ASSIGNMENT OF
COPYRIGHT AND NON-DISPARAGMENT
AGREEMENT

1.0 THE PARTIES

1.1 This Settlement Agreement and Mutual Release (hereinafter, this "Agreement") is
made and deemed effective as of the ' day of October, 2016, by and between "EC,
LLC" and/or DAVID DENNISON,~(5d), on the one part, and PEGGY PETERSON, (PP), on
the other part, ("EC, LLC," "DD" and "PP" are pseudonyms whose true identity will be
acknowledged in a Side Letter Agreement attached hereto as "EXHIBIT A") This Agreement is
entered into with reference to the facts and circumstances contained in the following recitals.

2.0 RECITALS

2.1 Prior to entering into this Agreement, PP came into possession of certain
"Confidential Information" pertaining to DD, as more fully defined below, only some of which is
in tangible form, which includes, but is not limited to information, certain still images and/or text
messages which were authored by or relate to DD (collectively the "Property", each as more
fully defined below but which all are included and attached hereto as Exhibit "1" to the Side
Letter Agreement).

2.2 (a) PP claims that she has been damaged by DD's alleged actions against her,
including but not limited to tort claims proximately causing injury to her person and other related
claims. DD denies all such claims. (Hereinafter "PP Claims").

(b) DD claims that he has been damaged by PP's alleged actions against him,
including but not limited to the alleged threatened selling, transferring, licensing, publicly
disseminating and/or exploiting the Images and/or Property and/or other Confidential
Information relating to DD, all without the knowledge, consent or authorization of DD. PP
denies all such claims. (Hereinafter "DD Claims").

(c) The PP Claims and the DD Claims are hereinafter collectively referred to
as "The Released Claims."

2.3 DD desires to acquire, and PP desires to sell, transfer and tum-over to DD, any
and all tangible copies of the Property and any and all physical and intellectual property rights in
and to all of the Property. As a condition of DD releasing any claims against PP related to this
matter, PP agrees to sell and transfer to DD all and each of her rights in and to such Property. PP
s? agrees to deliver each and every existing copy of all tangible Property to DD (and permanently
delete any electronic copies that can not be transferred), and agrees that she shall not possess, nor
•f directly nor indirectly disclose convey, transfer or assign Property or any Confidential
iv-'1 Information to any Third Party, as more fully provided herein.

2.4 It is the intention of the Parties that Confidential Information, as defined herein,
shall remain confidential as expressly provided hereinbelow. The Parties expressly
acknowledge, agree and understand that the Confidentiality provisions herein and the

P age 0 ft
DD
G!
(Page 12 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 15 of 32 Page ID #:23
of 35)

representations and warranties made by PP herein and the execution by her of the Assignment &
Transfer of Copyright are at the essence of this Settlement Agreement and are a material
inducement to DD's entry into this Agreement, absent which DD would not enter into this
Agreement DD expects and requires that PP never communicate with him or his family for any
reason whatsoever.

2.5 The Parties wish to avoid the time, expense, and inconvenience of potential
litigation, and to resolve any and all disputes and potential legal claims which exist or may exist
between them, as of the date of this Agreement including but not limited to the PP Claims and/or
the DD Claims. The Parties agree that the claims released include but are not limited to DD's
Claims against PP as relates to PP having allowed, whether intentionally, unintentionally or
negligently, anyone else other than those listed in section 4.2 herein below to become aware of
the existence of and content of the Property, to have gained possession of the Property, and to
PP's having allegedly engaged in efforts to disclose, disseminate and/or commercially exploit the
Images and/or Property and/or Confidential Information, and any harm suffered by DD
therefrom. The Parties agree that the claims released include but are not limited to PP's Claims
against DD as relates to DD having allowed, whether intentionally, unintentionally or
negligently, anyone else to have interfered with PP's right to privacy or any other right that PP
may possess.

2.6 These Recitals are essential, integral and material terms ofthis Agreement, and
this Agreement shall be construed with respect thereto. The Parties enter into this Agreement in
consideration of the promises, covenants and conditions set forth herein, and for good and
valuable consideration, the receipt of which is hereby acknowledged. It is an essential element of
this Settlement Agreement that the Parties shall never directly or indirectly communicate wife
each other or attempt to contact their respective families. This matter, fee existence of this
Settlement Agreement and its terms are strictly confidential.

NOW, THEREFORE, the Parties adopt the foregoing recitals as a statement of their
intent and in consideration of the promises and covenants contained herein, and further agree as
follows:

///

///
<s?

'S?

III
|"V'
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& Page 1
DB
(Page 13 Case
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3.0 SETTLEMENT TERMS

3.0.1.1 EC. LLC SHALL PAY TO PP $130.000.00 U.S.D. AS FOLLOWS-.

3.0.1.1.1 $130,000.00 USD shall be wired into PP's Attorney's Attorney Client
Trust Account on or before 1600 hrs. PST on 10/27/16.(Hereinafter
"Gross Settlement Amount"). PP's Attorney's Wiring Instructions are:

Bank Name: City National Bank

Bank Address: 8641 Wilshire Blvd.
Beverly Hills, CA 90211
ABA Routing No: 122016066
Beneficiary Account Name: Keith M, Davidson & Associates,
PLC, Attorney Client Trust Account
Beneficiary Account No: 600106201
Beneficiary Address: 8383 Wilshire Blvd. Suite 510
Beverly Hills, CA 90211
SWIFT Code: CINAUS6L

3.0. 1 .1 .2 Keith M. Davidson, Esq. shall receive the Gross Settlement Amount in
Trust. No portion of the Gross Settlement Amount shall be disbursed
by Attorney for PP unless and until PP executes all required
Settlement Documents.

3. 1 Undertakings & Obligations bv PP. PP will do each of the following by 11/01/16:

(a) PP shall execute this Agreement and return a signed copy to DD:

(b) PP shall transfer and/or assign any and all rights in and to the Property to
DD (as set forth hereinbelow), and execute an Assignment & Transfer of Copyright
, in the form
attached hereto, and return a signed copy of same to DD's counsel;

(c) PP shall deliver to DD every existing copy of all tangible Property. PP

.shall completely divest herself of any and all artistic media, impressions, paintings, video
images, still images, e-mail messages, text messages, Instagram message, facebook posting
or
any other type of creation by DD. PP shall transfer all physical, ownership and intellectua
l,
property rights to DD;

(1) PP shall deliver to DD any and all non-privileged

correspondence concerning or related to DD between PP and any 3rd party.
I'rV
(d) PP shall not, at any time from the date of this Agreement forward, directly
or indirectly disclose or disseminate any of the Property or any Confidential Informatio
n
•1:
(including confirmation of the fact that it exists or ever existed, and/or confirming any
rumors as
to any such existence) to any third party, as more fully provided herein.
|J*'<

(e) PP shall provide to DD (to the extent not already done so and set forth in
paragraph 4.2 hereinbelow), summary details disclosing to whom PP (or anyone else
on PP's
behalf) disclosed, displayed to, disseminated, transferred to, provided a copy to, and/or

~~ Page2
DD
(Page 14 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 17 of 32 Page ID #:25

distributed, sold, licensed or otherwise sought to have commercially exploit,

the Images and/or
Property and/or any Confidential Information.

(f) PP shall provide to DD's counsel the names and contact information
of
each and any persons or entities who: (1) PP has provided to or
who otherwise obtained
possession of the original and/or any copies of any of the Images and/or
any Property, if any, (ii)
to whom PP has scanned the Images and/or any Property at
any time, and (iii) to whom PP
knows had, has or may potentially have possession of a copy of
the Images and/or any Property
at any time, including but not limited to the present time (and
specify with detail to which of the
referenced categories (i.e., possession, shown, past, present, etc.) any
nama corresponds, the
name so relates).

(g) PP shall provide to DD's counsel copies of any agreements and/or

other
documentation in PP's possession, custody or control, if any, regardin
g (e) and/or (f) above, that
evidences who has or may have been provided a copy of any of the
Property.

3-2 Transfer of Property Rights to DP. In further consideration for the

promises,
covenants and consideration herein, PP hereby transfers and
conveys to DD all of PP's
respective rights, title and interest in and to the Property, and any
and all physical and intellectual
property rights related thereto. Without limiting the generality
of the foregoing, PP does hereby
sell, assign, and transfer to DD, his successors and assigns, througho
ut the universe in perpetuity,
all of PP's entire right, title, and interest (including, without limitatio
n, all copyrights and all
extensions and renewals of copyrights), of whatever kind or nature
in and to the Property,
without reservation, condition or limitation, whether or not such rights
are now known,
recognized or contemplated, and the complete, unconditional
and unencumbered ownership and
all possessory interest and rights in and to the Property, which
includes, but is not limited to the
originals, copies, negatives, prints, positive, proof sheets, CD-rom
s, DVD-roms, duplicates,
outtake and the results of any other means of exhibiting, reproduc
ing, storing, recording and/or
archiving any of the Property or related material, together with all
rights of action and claims for
damages and benefits arising because of any infringement of the copyrigh
t to the Property, and
assigns and releases to DD any and all other proprietary rights and usage
rights PP may own or
hold in the copyright and/or Property, or any other right in or to the Property
. PP assigns and
transfers to DD all of the rights herein granted, without reservation, conditio
n or limitation, and
agrees that PP reserves no right of any kind, nature or description related
to the Property and
contents therein. Notwithstanding the foregoing, if any of the rights herein
granted are subject to
termination under section 203 of the Copyright Act, or any similar provisio
ns of the Act or
subsequent amendments thereof, PP hereby agrees to re-grant such rights to DD
immediately
upon such termination. All rights granted herein or agreed to be granted hereund
er shall vest in
DD immediately and shall remain vested in perpetuity. DD shall have the
right to freely assign,
sell, transfer or destroy the Property as he desires. DD shall have the right to register
sole
copyright in and to any of the Property with the US Copyright Office. DD shall
also have the
right, in respect to the Property, to add to, subtract from, change, arrange, revise,
adapt, into any
and all form of expression or tangible communication, and the right to combine any
iW
of the
'A.
Property with any other works of any kind and/or to create derivative works with
CP any of die
Property, and to do with it as she so deems. To the fullest extent allowable under the
applicable
law, PP shall irrevocably waive and assign to DD any of PP's so-called ''moral
iv,'J rights" or "droit
tp moral" (laws for the protection of copyrights outside of the United States), if any,
i-y-
or any similar
rights under any principles of law which PP may now have or later have in the Property
•:p . With
resi and in furtherance of die above, PP agrees to and shall execute and deliver to DD
an
Pagc3
T
(Page 15 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 18 of 32 Page ID #:26
of 35)

"Assignment & Transfer of Copyright", in the form attached hereto as Exhibit "B" For greater
certainty the foregoing assignment shall be applicable worldwide.

3.2.1 Notwithstanding the foregoing paragraph 3,2, and without in anyway

limiting or diminishing from the full transfer and assignment of rights therein without
reservation, the Parties understand the purpose of the transfer of rights is to provide DD the
fullest possible ability and remedies to prevent and protect against any publication and/or
dissemination of the Property.

3,3 Delivery of the Property to DD. Concurrently upon execution of this Agreement,
PP, as applicable, shall deliver to DD, by delivery to his counsel herein, all of the Property which
is embodied in tangible form (all originals and duplicates), whether documents, canvasses, paper
art, digital copies, letters, prints, electronic data, films, tapes, CD-Roms, DVD-Roms, Images
recording tapes, photographs, negatives, originals, duplicates, contact sheets, audio recordings,
Images recordings, magnetic data, computerized data, digital recordings, or other recorded
medium or any other format of embodying information or data. Without limiting the generality
of the foregoing, such tangible Property shall include all documents as defined by California
Evidence Code §250 which contain any of the Property. PP represents and warrants that the
materials delivered pursuant to the terms of this Paragraph 3.3 comprise the totality of all
existing originals and duplicates of all Property in any tangible form, whether within their
possession, custody or control, and including otherwise (and that PP knows of no other copies or
possible or potential copies not in PP's possession and control and delivered pursuant to this
paragraph), and that upon such delivery to DD, PP shall not maintain possession, custody or
control of any copy of all or any portion of any tangible Property. The Property Delivered under
this Paragraph shall become Exhibit 1 to the Side Letter Agreement. For avoidance of any doubt,
PP, nor her attorney are entitled to retain possession of said Property after execution of this
Agreement. The retention of said Property by PP is a material breach of this agreement.

3.3. 1 This Agreement is conditioned on PP's compliance with each and every
term of die Settlement Agreement including Paragraph 3.3 and the personal verification by DD
or his attorney of the Images and that the Images are comprised of and captures the content
previously represented to his counsel to exist and be captured therein (i.e., text messages
between PP and DD)), all of which terms are essential and material.

4-0 CONFIDENTIALITY & REPRESENTATIONS & WARRANTIES.

4.1 Definition of Confidential information "Confidential Information" means and

includes each and all of the following;

. (a) All intangible information pertaining to DD and/or his fhmily, (including

but not limited to his children or any alleged children or any of his alleged sexual partners,
alleged sexual actions or alleged sexual conduct or related matters ),and/or friends learned,
obtained, or acquired by PP, including without limitation information contained in letters, e
i;*.1
mails, text messages, agreements, documents, audio or Images recordings, electronic data, and
'f photographs;

h>.>
iS1 (b) All intangible information pertaining to the existence and content of the
i-v-
Property;
S*

P agc 4
DD
(Page 16 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 19 of 32 Page ID #:27

(c) All intangible private information (i.e., information not generally available
to and/or known by the general public) relating and/or pertaining to DD, including without
limitation DD's business information, familial information, any of his alleged sexual partners,
alleged sexual actions or alleged sexual conduct, related matters or paternity information, legal
matters, contractual information, personal information, private social life, lifestyle, private
conduct, (all information/items in 4.1 "(a)", "(b)" and "(c)" are sometimes collectively referred
to as, "Intangible Confidential Information");

(d) All tangible materials of any land containing information pertaining to DD

learned, obtained, participated or acquired by PP, including without limitation letters,
agreements, documents, audio or Images recordings, electronic data, and photographs, canvas
art, paper art, or art in any other form on any media. The Images and Photos and all
information/items in 4.1(d) are collectively referred to as, die "Property" and/or the "Tangible
Confidential Information");

4.2 PP's Representations A Warranties Regarding Prior Disclosures of Tangible

Confidential Information. PP represents and warrants that prior to entry into this Agreement, PP
has directly or indirectly disclosed any Tangible an/or Intangible Confidential Information (i.e.,
any of the Property), to any Third Party, including without limitation disclosure or indirect
disclosure of the content of such Confidential Information in tangible form, other than the
following persons or entities to whom PP has made such prior disclosures (herein "PP Disclosed
Individuals/Entities"):

a)

'a jy~

C) CSA

d) Miumj&P-
e)

f)

g)

b)

PP shall not be responsible for any subsequent public disclosure of any of the
Confidential Information (a) attributable directly to each of them; and/or (b) not disclosed
hereinabove as a previously disclosed PP Disclosed Individuals/Entities, and any such disclosure
shall be deemed a breach of this Agreement by PP. For greater clarity, PP must not induce,
S promote or actively inspire anyone to disclose Confidential Information.

Page 5
DD
(Page 17 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 20 of 32 Page ID #:28

4.3 Representations & Warranties and Agreements.

(a) Representations & Warranties and Agreements Bv DP. The following

agreements, warranties and representations are made by DD as material inducements to PP to
enter into this Agreement, and each Party acknowledges that she/he is executing this Agreement
in reliance thereon:

(b) DD warrants and represents that, as relates to or in connection with any of

PP's attempts to sell, exploit and/or disseminate tire Property prior to the date of this Agreement,
DD and his counsel will refrain (i) from pursuing any civil action against PP, and/or (ii) absent a
direct inquiry from law enforcement, from disclosing PP's name to the authorities.
Notwithstanding the foregoing, if DD is informed that or should or if it is believed that either of
PP has possession, custody and/or control of any of the Property after die date of this Agreement
and/or transferred any copies to any Third Party, and/or it is believed that any of PP, whether
directly or indirectly, intends the release, use, display, dissemination, disclosure or exploitation,
whether actual, threatened or rumored, of any for the Property, then DD and his counsel shall be
entitled to, at DD's sole discretion, (i) contact the respective member of PP, including with legal
demands and related statements of liability and legal action, and/or (ii) advance a civil action
against the respective member of PP, and/or (iii) disclose any of PP's name to the authorities.

4.3.2 Representations & Warranties and Agreements Bv PP. The following

agreements, warranties and representations are made by PP as material inducements to DD to
enter into this Agreement, without which DD would not enter into this Agreement and without
which DD would not agree to pay any monies whatsoever hereunder, and with the express
acknowledgment that DD is executing this Agreement in reliance on the agreements, warranties,
and representations herein which are at the essence of this Agreement, including, the following:

(a) PP agrees and wan-ants and represents that PP will permanently cease and
desist from any efforts to and/or attempting to and/or engaging in and/or arranging toe use,
License, distribution, dissemination or sale of any of the Confidential Information and/or
Property, including any Tangible and/or Intangible Confidential information created by or
relating to DD;

(b) PP agrees and warrants and represents that PP will permanently cease and
desist from any posting or dissemination or display of toe Confidential Information, Tangible
and/or Intangible Confidential information created by or relating to DD and/or Property,
including the Images (including, but not limited to, to any form media outlet, on any blog or
posting board, on the Internet, or otherwise);

(c) PP agrees and warrants and represents that PP will permanently cease and
desist from using or disseminating or disclosing any information to any Third Persons (including,
but not limited to, to any media outlet, on any blog or posting board, on the Internet, or
& otherwise) about any details of or as to the contents of toe Confidential Information, Tangible
and/or Intangible Confidential information created by or relating to DD and/or Property,
i&' including any Text Messages, and/or as to any other personal details of or about or pertaining to
v..
DD and/or his family and/or friends and/or social interactions;
Nr1

I".*' (d) PP agrees and warrants and represents that PP will permanently cease and
desist from and will not, at any time, make any use of or reference to the name, image or likeness

& Paged
-ft
(Page 18 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 21 of 32 Page ID #:29

of DD in any manner whatsoever, including without limitation, through any print or electronic
media of any kind or nature for any purpose, including, but not limited to, on any websites;

(e) PP agrees and warrants and represents that any and all existing copies of
the Images, Text Messages and any Property (other than as expressly specified in paragraphs 3,2
and 3 .3 herein) have been turned over and provided to counsel; and PP further warrants and
represents that the only copy of the Images and Property that has ever existed, at any time, has
been turned over to DD's counsel pursuant to this Agreement, and the Images and any Property
has never been transferred to or existed in any other form, including not in electronic form, nor
on any computer, or electronic device and other storage media;

(f) PP warrants and represents that PP has not provided any copies, whether
hard-copy or electronic copies, of the Property to anyone other than as specified in paragraph 4.2
herein);

(g) PP warrants and represents that the information PP is obligated to provide

pursuant to the terms herein will be complete and truthful;

(h) PP warrants and represents that PP has not omitted or withheld any
information that PP is obligated to provide pursuant to the terms herein;

(i) PP warrants and represents that PP has not contracted to earn and/or
collect any monies as compensation from the sell, license and/or any other exploitation ofthe
Images and/or any Property and/or any Confidential Information, Tangible and/or Intangible
Confidential information created by or relating to DD nor any monies as compensation or an
advance for any efforts to sell, license and/or any other exploitation of the Images and/or any
Property and/or any Confidential Information or any Tangible and/or Intangible Confidential
information created by or relating to DD;

(j) PP warrants and represents that PP has not assigned nor transferred, either
in whole or in part, any purported rights in or to the Images and/or any Property to any other
person or entity, other than to DD pursuant to this Agreement.

4.3.3 Agreement Bv PP Not to Disclose/Use Confidential Information. Tangible

and/or Intangible Confidential information created by or relating to DD. As further material
inducements for DD to enter into this Agreement, PP agrees, represents and warrants that she
shall not directly or indirectly, verbally or otherwise, publish, disseminate, disclose, post or cause
to be published, disseminated, disclosed, or posted (herein "disclose"), any Confidential
Information or Tangible and/or Intangible Confidential information created by or relating to DD
to any person, group, firm or entity whatsoever, including, but not limited to, family members,
friends, associates, journalists, media organizations, newspapers, magazines, publications,
television or radio stations, publishers, databases, blogs, websites, posting boards, and any other
enterprise involved in the print, wire or electronic media, including individuals working directly
•h. or indirectly for, or on behalf of, any of said persons or entities ("Third Parties" and/or Third
Party"). In no event shall PP be relieved of such party's confidentiality obligations herein by
virtue of any breach or alleged breach of this Agreement. In no event shall any dispute in
connection with this Agreement relieve PP of her confidentiality obligations arising pursuant to
this Agreement, and any disclosure of Confidential Information and/or Tangible and/or
iS*
Intangible Confidential information created by or relating to DD in connection with any such

7?
Page 7
T
(Page 19 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 22 of 32 Page ID #:30

proceeding or dispute shall constitute a breach of this Agreement. PP shall use their best efforts
to prevent the unauthorized disclosure of Confidential Information in connection with any such
proceeding or dispute.

4.3.4 Any direct or indirect disclosure of Confidential Information or Tangible

and/or Intangible Confidential information created by or relating to DD to any Third Party by PP
and/or any of her representatives, heirs, agents, children, family members, relatives , confidents,
advisors, employees, attorneys, transferors, transferees, successors or assigns, and/or any friend
of any of PP (collectively "PP Group1'), after the date of this Agreement, shall be deemed a
disclosure by PP in breach of the terms of this Agreement, entitling the non-breaching Party to
all rights and remedies set forth herein.

4.3.5 PP separately and further warrants and represent that, prior to entering into
this Agreement, that she has not written, published, caused to be published, or authorized the
writing, publication, broadcast, transmission or public dissemination of any interview, article,
essay, book, memoir, story, photograph, film, script, Images tape, biography, documentary,
whether written, oral, digital or visual, whether fictionalized or not, about the opposing Party to
this Agreement or their family, whether truthful, laudatory, defamatory, disparaging, deprecating
or neutral, which discloses any Confidential Information and/or which includes any description
or depiction of any kind whatsoever whether fictionalized or not, about any Party to this
agreement or their respective family, other than as expressly disclosed by PP hereto in writing
and as set forth herein in paragraph 4.2 above.

4.3.6 Agreement Bv PP Not to Disparage DP. PP hereby irrevocably agrees

and covenants that she shall not, directly or indirectly, publicly disparage DD, nor write, publish,
cause to be published, or authorize, consult about or with or otherwise be involved in the writing,
publication, broadcast, transmission or dissemination of any book, memoir, letter, story,
photograph, film, script, Images, interview, article, essay, biography, diary, journal,
documentary, or other written, oral, digital or visual account or description or depiction of any
kind whatsoever whether fictionalized or not, about DD or his family, whether truthful,
laudatory, defamatory, disparaging, deprecating or neutral PP further warrants and represents
that PP has not and will not enter into any written or oral agreement with any third party
purportedly requiring or obligating PP to do so. Fore greater clarity PP will never discuss with
anyone the contents of this Settlement Agreement, nor will she voluntarily confirm the existence
of this Settlement Agreement.

4.4 Disclosure Of Confidp-nrial Information Is Prohibited: The Parties to this

Agreement hereby recognize and agree that substantial effort and expense have been dedicated to
limit the efforts of the press, other media, and the public to learn of personal and business affairs
involving DD. PP further acknowledges that any future disclosure of Confidential Information
to any Third Party would constitute a serious and material breach of the terms of this Agreement,
and shall constitute a breach of trust and confidence, invasion of privacy, and a misappropriation
of exclusive property rights, and may also constitute fraud and deceit. Some of the Confidential
Information may also constitute and include proprietary business information and trade secrets
i$3
in which have independent economic value. The Parties hereto acknowledge that any unauthorized
use, dissemination or disclosure of Confidential Information, or the fabrication and
I'v-1
•cj* dissemination of false and/or misleading information, about DD would result in irreparable
I,.---

CP
injury to him, and would be injurious to a reasonable person, and/or would constitute an
hyunpus violation of the right of privacy or publicity, and/or would be injurious to his business,

#2- ~~ Page8
DD
(Page 20 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 23 of 32 Page ID #:31

profession, person, family and/or career. The Parties acknowledge

that substantial and valuable
property rights and other proprietary interests in the exclusive possess
ion, ownership and use of
Confidential Information, and recognizes and acknowledges that such
Confidential Information
is a proprietary, valuable, special and unique asset which belongs
to DD and to which the PP has
no claim of ownership or other interest.

4.4, 1 Disclosures Permitted Bv PP. Notwithstanding the foregoin

g, PP shall
only be permitted to disclose Confidential Information to another
person or entity only if
compelled to do so by valid legal process, including without limitatio
n a subpoena duces tecum
or similar legal compulsion, provided that PP shall not make any
such disclosure unless PP has
first provided DD with notice of such order or legal process not
less than ten (10) days in
advance of the required date of disclosure pursuant to the Written
Notice provisions set forth
hereinbelow, providing DD with an opportunity to intervene and
with full and complete
cooperation should she choose to oppose such disclosure. PP agrees
that if the valid legal process
can be stopped by her consent or at her behest then PP shall
agree to use best efforts to avoid the
disclosure of the Confidential Information.

5.0 REMEDIES

5.1 DD's Remedies for Breach of Agreement. Each breach or threaten

ed breach (e.g. ,
conduct by PP reflecting that said person intends to breach the
Agreement), including without
limitation by breach of any representation or warranty, by failing
to deliver to DD all tangible
Property as required, by the disclosure or threatened disclosu
re of any Confidential Information
to any Third Party by PP (herein "Prohibited Communication"),
or otherwise, shall render PP
liable to DD for any and all damages and injuries incurred as a result
thereof, including but not
limited to the following, all of which rights and remedies shall
be cumulative*.

5.1.1 Disgorgement of Monies: In the event an Arbitrator determin

es there has
been a breach or threatened breach of this Agreement by PP, PP shall
be obligated to account to,
and to disgorge and turn over to DD any and all monies, profits, or
other consideration, or
benefits, which PP, or anyone on PP's behalf or at PP's direction, directly
or indirectly derive
from any disclosure or exploitation of any of the Confidential Informa
tion; gnd

5.1.2 Liquidated Damages: PP agrees that any breach or violation

of this
Settlement Agreement by either of PP individually or the PP Group
by his/her/their unauthorized
disclosure of any of the Confidential Information (as defined in paragrap
hs 4. 1(a), (b), (c), and
(d)) to any Third Party, and/or any unauthorized exploitation or prohibite
d use of die same,
and/or by the breach of and/or by any false representations and
warranties set forth in this
Agreement, and/or any public disparagement of DD by PP
(collectively, the "LD Breach
Terms"), shall result in substantial damages and injury to DD, the precise amount
of which
would be extremely difficult or impracticable to determine, even
after the Parties have made a
reasonable endeavor to estimate fair compensation for such
potential losses and damages to DD.
Therefore, in addition to disgorgement of the full amount of all
>:P monies or other consideration
•v
pursuant to paragraph 5,1.2, in the event an Arbitrator determin
I'.v'
es there has been a breach of the
LD Breach Terms of this Agreement by PP individually or the
PP Group, PP shall also be
obligated to pay, and agree to pay to DD the sum of One-Million
Dollars ($1 ,000,000.00 as a
reasonable and fair amount of liquidated damages to compensate
DD for any loss or damage

fp- Pa gc 9
(Page 21 Case
of 2>5>2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 24 of 32 Page ID #:32

resulting from each breach, it being understood that the Liquidated damages calculation is on a
per item basis. The Parties agree that such sum bears a reasonable and proximate relationship to
the actual damages which DD will or might suffer from each breach of the terms of this
Agreement and that this amount is not a penalty. Alternatively, at DD's sole discretion, DD may
seek to recover actual damages proximately caused by each such breach, according to proof.
Any other breaches not a LD Breach Terms shall be subject to a claim for actual damages
according to proof; furthermore, any monies held in Trust by PP's Attorney shall be frozen and
shall not be disbursed to PP until the Arbitrator finally resolves the allegation of Breach.

5.1.3 Injunctive Relief PP acknowledges and agrees that any unauthori2ed

disclosure to Third Parties of any Confidential Information will cause irreparable harm to DD,
which damages and injuries will most likely not be measurable or susceptible to calculation. PP
further acknowledges and agrees that any breach or threatened breach of this Agreement due to
the unauthorized disclosure or threatened disclosure by PP to Third Parties, of any Confidential
Information shall entitle DD to immediately obtain, either from the Arbitrator and/ or from any
other court of competent jurisdiction, an ex parte issuance of a restraining order and preliminary
injunction or other similar relief (herein "Injunctive Relief) without advance notice to any of
PP, preventing the disclosure or any further disclosure of Confidential Information protected by
the terms hereof, pending the decision of the Arbitrator or Court. The Parties further
acknowledge and agree that in connection with any such proceeding, any Party may obtain from
the Court or Arbitrator on an ex parte application or noticed motion without opposition, an order
sealing the file in any such proceeding, and the Parties stipulate to the factual and legal basis for
issuance of an order sealing the file in any such proceedings. The rights and remedies set forth
in this Injunctive Relief Section are without prejudice to any other rights or remedies, legal or
equitable, that the Parties may have as a result of any breach of this Agreement

5.2 Dispute Resolution, hi recognition of the mutual benefits to DD and PP of a

voluntary system of alternative dispute resolution which involves binding confidential arbitration
of all disputes which may arise between them, it is their intention and agreement that any and all
claims or controversies arising between DD on the one hand, and PP on the other hand, shall be
resolved by binding confidential Arbitration to the greatest extent permitted by law. Arbitration
shall take place before JAMS ENDISPUTE ("JAMS") pursuant to JAMS Comprehensive
Arbitration Rules and Procedures (including Interim Measures) ("JAMS Rules") and the law
selected by DD, (such selection shall be limited to either, California, Nevada or Arizona), or
before ACTION DISPUTE RESOLUTION SERVICES ("ADRS") pursuant to the ADRS Rules
(including Interim Measures) and the law selected by DD (whichever the claimant elects upon
filing an arbitration), in a the location selected by DD, and will be heard and decided by a sole,
neutral arbitrator ("Arbitrator") selected either by agreement of the Parties, or if the Parties are
unable to agree, then selected under the Rules of the selected arbitration service. The costs and
fees associated with any Arbitrator and/or Arbitration service shall be split equally among the
parties to any such dispute. The Parties shall have the right to conduct discovery in accordance
with the California Code of Civil Procedure Section 1283.05 et. seq. or any similar provision
a?
i;.V existing in the jurisdiction selected by DD and the written discovery requests and results of
>CP
discovery shall be deemed to constitute Confidential Information. The Arbitrator shall have the
right to impose all legal and equitable remedies that would be available to any Party before any
'.S.
governmental dispute resolution forum or court of competent jurisdiction, including without
<rP limitation temporary, preliminary and permanent injunctive relief, compensatory damages,
I-m

J*1 liquidated damages, accounting, disgorgement, specific performance, attorneys fees and costs,

F
P a g c 10 &
DD
(Page 22 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 25 of 32 Page ID #:33
of 35)

and punitive damages. It is understood and agreed that each of the Parties shall bear his/its own
attorneys' fees, expert fees, consulting fees, and other litigation costs (if any) ordinarily
associated with legal proceedings taking place in a judicial forum, subject to the Arbitrator's
reassessment in favor of the prevailing party to die extent permitted by law. Each of the Parties
understands, acknowledges and agrees that by agreeing to arbitration as provided herein,
each of the Parties is giving up any right that he/she/it may have to a trial by judge or jury
with regard to the matters which are required to be submitted to mandatory and binding
Arbitration pursuant to the terms hereof. Each of the Parties further understands,
acknowledges and agrees that there is no right to an appeal or a review of an Arbitrator's
award as there would be a right of appeal or review of a judge or jury's decision.

6.0 MUTUAL RELEASES

6. 1 Except for the rights and obligations of the Parties set forth in this Agreement,
DD, for himself and each of his representatives, agents, assigns, heirs, partners, companies,
affiliated companies, employees, insurers and attorneys, absolutely and forever releases and
discharges PP, individually, and all of PP's heirs, and PP's attorneys, and each of them ("PP
Releasees"), of and from any and all claims, demands, damages, debts, liabilities, accounts,
reckonings, obligations, costs (including attorney's fees), expenses, liens, actions and causes of
actions of every kind and nature whatsoever, whether known or unknown, from the beginning of
time to the effective date of this Agreement, including without limitation any and all matters,
facts, claims and/or defenses asserted or which could have been asserted in the Matter, or which
could have been asserted in any other legal action or proceeding, except as may be provided
herein (the "DD Released Claims").

6.2 Except for the rights and obligations of the Parties set forth in this Agreement, PP,
for herself, and her representatives, agents, assigns, heirs, partners, companies, affiliated
companies, employees, insurers and attorneys, absolutely and forever release and discharge DD,
individually, and each of his representatives, agents, assigns, heirs, partners, companies,
affiliated companies, subsidiaries, employees, attorneys, successors, insurers, and each of them
("DD Releasees"), of and from any and all claims, demands, damages, debts, liabilities,
accounts, reckonings, obligations, costs (including attorney's fees), expenses, liens, actions and
causes of actions of every kind and nature whatsoever, whether known or unknown, from the
beginning of time to the date of this Agreement, including without limitation any and all matters,
facts, claims and/or defenses asserted or which could have been asserted in the Action, or which
could have been asserted in any other legal action or proceeding (the 'TP Released Claims")..

6.3 The subject matter referred to in paragraphs 6.1 and 6.2, above (i.e., the DD
Released Claims and PP Released Claims), are collectively referred to as the "Released Matters."

6.4 The Parties hereto, and each of them, hereby warrant, represent and agree that
each of them is fully aware of § 1 542 of the Civil Code of the State of California, which provides
i'P as follows:

>P "A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
\-.o executing the release, which if known by Him must have materially
),>r,
affected his settlement with the debtor."
IS*

Page 11 &>
DD
(Page 23 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 26 of 32 Page ID #:34

The Parties, and each of them, voluntarily waive the provisions of California Civil Code
§ 1542, and any other similar federal and state law as to any and all claims, demands,
causes of action, or charges of every kind and nature whatsoever, whether known or
unknown, suspected or unsuspected.

6.4. 1 For avoidance of any doubt, by virtue of this Settlement and this
Settlement Agreement, the parties hereby waive any unknown claims
against each other individually, and each of their representatives, agents,
assigns, heirs, partners, companies, affiliated companies, subsidiaries,
employees, attorneys, successors, insurers, and each of them.

6.5 Each of the Parties hereto acknowledges and agrees that this Agreement
constitutes a settlement and compromise of claims and defenses in dispute, and shall not be
construed in any fashion as an admission of liability by any party hereto.

7.0 CONFIDENTIAIJTY OF THIS AGREEMENT

7. 1 The Parties, respectively, shall not to disclose the terms of this Agreement, either
directly or indirectly, to the media or to anyone else other than their respective attorneys and
representatives and/or as may be required by law. PP may not comment or make any press
releases or otherwise discuss the resolution of the subject of this Agreement.

8.0 MISCELLANEOUS TERMS

8.1 Entire Agreement. This Agreement constitutes the entire agreement and
understanding concerning the Released Matters hereof between the Parties hereto and supersedes
any and all prior negotiations and proposed agreement and/or agreements, written and/or oral,
between the Parties. Each of the Parties hereto acknowledges that neither they, nor any other
party, nor any agent or attorney of any other party has made any promise, representation, or
warranty whatsoever, expressed or implied, written or oral, which is not contained herein,
concerning the subject matter hereof, to induce it to execute this Agreement, and each of the
Parties hereto acknowledges that she/he has not executed this Agreement in reliance on any
promise, representation, and/or warranty not contained herein. This Agreement shall be binding
on and inure to the benefit of the Parties, the Releasees, and each of their respective successors
and assigns and designees.

8.2 DD's Election of either California. Nevada or Arizona Law & Venue. This
Agreement and any dispute or controversy relating to this Agreement, shall in all respects be
construed, interpreted, enforced and governed by the laws of the State of California, Arizona or
Nevada at DD's election. Attorneys' Fees in the case of a Dispute, hi the event of any dispute,
action, proceeding or controversy regarding the existence, validity, interpretation, performance,
enforcement, claimed breach or threatened breach of this Agreement, the prevailing party in any
& resulting arbitration proceeding and/or court proceeding shall be entitled to recover as an element
of such Party's costs of suit, and not as damages, all attorneys' fees, costs and expenses incurred
or sustained by such prevailing Party in connection with such action, including, without
•.S. limitation, legal fees and costs.
I».v*
"ifc"

W- Page 12
"TJD
(Page 24 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 27 of 32 Page ID #:35

8.3 Attorney Fees and Costs in Formation of this Agreement. The Parties shall
each
bear their own costs, expert fees, attorneys' fees and other fees
incurred in connection with the
creation this Settlement Agreement.

8.4 Waivers: Modification. This Agreement cannot be modified or

changed except
by written instrument signed by all of the Parties hereto. No
waiver of any of the provisions of
this Agreement shall be deemed to constitute a waiver of any
other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver.
No waiver shall be binding unless
executed in writing by the party making the waiver.

8.5 Scone of Provisions/Severabilitv/Headings. None of the Parties

hereto shall be
deemed to be the drafter of this Agreement, but it shall be deemed
that this Agreement was
jointly drafted by each of the Parties hereto. Should any provision
of this Agreement be found to
be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in
favor of or against any party herein, but rather construing the terms
of this Agreement as a whole
according to their fair meaning. In the event that any provisio
n hereof is deemed to be illegal or
unenforceable, such a determination shall not affect the validity
or enforceability of the
remaining provisions thereof, all of which shall remain in foil force
and effect Notwithstanding
the foregoing, if a provision is deemed to be illegal the Parties
agree to waive any defense on
said grounds. In the event that such any provision shall be deemed
invalid due to its scope or
breadth, such provision shall be deemed valid to the extent of
the scope or breadth permitted by
law. The captions appearing at the commencement of certain
paragraphs herein are descriptive
only and for convenience of reference. Should there be any
conflict between any such caption or
heading and the paragraph at the caption of which it appears, the
paragraph, and not such
caption, shall control and govern.

8.6 Advice of Counsel and Understanding of this Binding Agreement.

Each of the
Parties represents, acknowledges, and declares that she/he has
received the advice of legal
counsel of his/her own choosing regarding the form, substance,
and effect of this Agreement
Each of the Parties represents, acknowledges, and declares that
she/he has carefully read this
Agreement, knows and understands this Agreement's contents, and
signs this Agreem ent freely,
voluntarily, and without either coercion or duress. Each of the
Parties represents and warrants
that she/he is fully competent to manage his/her business affairs,
and that she/he has full power
and authority to execute this Agreement, and to do any and all of
the things reasonably required
hereunder, and that this Agreement, when signed by all Parties, is
a valid and binding agreement,
enforceable in accordance with its terms.

8.7 Further Execution. In order to carry out the terms and conditions
of this
Agreement, PP agrees to promptly execute, upon reasonable request,
any and all documents and
instruments necessary to effectuate the terms of this Agreement

8. 8 Notice Provisions. Any notice, demand or request that one Party

desires, or is
go required to give (including service of any subpoena, court pleading
s, summons and/or
complaint), to the other Party must be promptly communicated
to the other Party by using their
respective contact information below, by both (i) e-mail or facsimil
e; and (ii) telephone. Either
Party may change his or her contact information by notifyin
g foe other Party of said change(s)
l-.v'
pursuant to the applicable terms herein.
|-.M"

If*

Page 13
DD
(Page 25 Case
of 35) 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 28 of 32 Page ID #:36

8.8.1 To DP as follows:

Cc^sjjrTUrr^ , LUl
CAw /HrCtfASK* QhtfmrJ
\*k* frn# tszA.
bfart M Y sce&St

8.8.2 To PP. as follows:

C/O KEITH M. DAVIDSON, ESQ.

8383 Wilshiie Boulevard, Suite 510
Beverly Hills, CA 902 11
tel. 323.658.5444
fax. 323-658-5444
e-mail: keitii@KmdLaw.com

8.9 . This Agreement may be execu

ted with one or more separate counterpa
which, when so executed shall be deem rts, each of
ed to be an original and, together shall
one and the same instrument. Any execu constitute and be
ted copies or signed counterparts of this
Declaration, and any other documentation Agreement, the
may be executed by scanned/printed pdf
signatures and/o copies of
r facsimile signatures, which shall be deem
ed to have the same force and effect
as if they were original signatures.
.
IN WITNESS WHEREOF, by their signatures below, the Partie
s each have approved
and executed this Agreement as of the
effective date first set forth above.

DATED: ,2016
DD
/
Z
DATED: fid- ZST , 2016 21
«A'

•p
JfelSr erica JACKSON 51

iif' NotarV Public, Stale of Texas

>h.
Comrrv E*Pltea 01 >04-2020
('•V!
P
DATED: tojgQ .2016 Notary ID >30483626
t,w.

y.-i
EC/UV<

Page 14
DD
(Page 26 Case
of 35>2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 29 of 32 Page ID #:37

As to Form:

DATED: ft/}/ j > Iff . 2016

22
ftfftithM TWiHarm, Psq-7^nfttnp!yf'ftT'

DATED: ,2016 As to Form:

Attorney for DD

DATED: 2016 As to Form:

fbw?e£n>-
Attorney for Mi

iW

iv-1

i-"-

Page 15
-^§r
(Page 27 Case 2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 30 of 32 Page ID #:38
of 35)

;?Va'
••s

.&
".V

-ft'
J-1"

EXHIBIT 2
(Page 28 Case
of 35)2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 31 of 32 Page ID #:39

' 4

EXHIBIT "A" TO THE CONFIDENTIAL

SETTLEMENT AGREEMENT AND RELEASE;
ASSIGNMENT OF COPYRIGHT AND NON-
DISPARAGMENT AGREEMENT

SIDE LETTER AGREEMENT

DATED /D ! 2016.

To Whom It May Concern:

This Side Letter agreement is entered into by and on behalf of the Parties with
respect to the Confidential Settlement Agreement and Mutual Release entered into by and
between them on or about /9&T 3. X . 2016 ("Settlement Agreement"), in which
Stephanie Gregory Clifford aJc^StormWJaniek is referred to by the pseudonym,
"PEGGY PETERSON," and is referred to by the pseudonym
"DAVID DENNISON."

It is understood and agreed that the true name and identity of the person referred
to as " PEGGY PETERSON " in the Settlement Agreement is Stephanie Gregory Clifford
a.k.a. Stormy Daniels and that any reference or designation to PEGGY PETERSON shall
be deemed the same thing as referring to Stephanie Gregory Clifford a.k.a, Stormy
Daniels by her true name as identified herein.

It is understood and agreed that the true name and identj^ofthywgmyp ferred
to as "DAVID DENNISON" in the Settlement Agreement is and
that any referenc^rdesienatioMo DAVID DENNISON shmrt^eeme^h^ame thing
as referring by his true name as identified herein.

It is understood and agreed that the trm Tred to

as "EC, LLC" in the Settlement Agreement is L-LC
and that any referenc^>^esigatior^^CJ^ si e deemed the same thing as
referring to *»*•< . by Ms*true name as
identified herein.

It is further acknowledged and agreed by the parties that notwithstanding the

provisions of Paragraph 7. 1 of the Settlement Agreement (which provides that the
i;v
Settlement Agreement constitutes the entire agreement between the Parties with respect
to the matters herein and in supersedes' all prior and contemporaneous oral and written
<:p
-v.
agreements and discussions pertaining to the matters herein), this Side Letter agreement
I'/-1
shall be deemed part of the agreement between the Parlies. Accordingly, Paragraph 7. 1 of
I-.'-*'
the Settlement Agreement is hereby amended via supplanting to provide as follows:

,(y*Ll Integration. The Side Letter agreement entered

into by the Parties concurrently with their entry into this
Agreement shall be deemed part of this Agreement, and
this Agreement and the Side Letter agreement together
constitute the entire agreement between the Parties with
(Page 29 Case
of 35}2:18-cv-02217-SJO-FFM Document 1-1 Filed 03/16/18 Page 32 of 32 Page ID #:40

• * «.

respect to the matters herein and supersedes all prior

' and contemporaneous oral and written agreements and
discussions pertaining to the matters herein."

For avoidance of doubt, it is further agreed that this Side Letter agreement shall
constitute Confidential Information as defined in the Settlement Agreement, that
neither
this Side Letter agreement nor any portion hereof may be disclosed to anyone except as
and to the extent expressly provided in the Settlement Agreement, and that any
unauthorized disclosure or use of this Side Letter agreement or any portion hereof
shall
constitute a material breach of the confidentiality provisions ofthe Settlement
Agreement. .

It is further agreed that neitheniarfrshal^gj^^^^^yjuis document, and that

only Keith M, Davidson, Esq. AND
counsel for the parties
herein), shall maintain possession of it or access to this Side Letter agreement. FOR
AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE AND CONFIRM THAT
THIS SIDE LETTER AGREEMENT IS DEEMED "ATTORNEY'S EYES ONLY."

This Side Letter agreement may be executed in counterparts and when each Party
has signed and delivered one such counterpart to the other Party, each counterpart shall
be deemed an original, and all counterparts taken together shall constitute one and
the
same Agreement, which shall be binding and effective as to the Parties. The Agreement
may be executed by facsimile or electronic PDF signatures, which shall have the same
force and effect as if they were originals.

By signing below, each of the Parties signifies their agreement to die terms hereof
and each of tjrair respective counsel signify their approval as to the form of this letter
agreement '
/

t to
PEGGY PETERSON a^£a. Stephanie Gregory dab
Clifford a.k.a. Stormy Daniels

ER,CA jACKSON
Notary Public. Stale ot lexas
Comm. Expires 01-04-2020
Notary IP 130483626

DAVID DENNISON a.k.a. date

0 yo/Jt /te
>0 Keith M. Davidson, Esq. date
-X

If,^
fp
-,V

I'*.1
tip
Esq. date