I 805 Fifteenth Street NW, Suite 800 4" Common Cause Holding Power Accountable March 12, 2018 Hon. Rod J. Rosenstein Deputy Attorney General U.S. Department of Justice 950 Avenue NW Washington DC 20530?0001 Dear Deputy Attorney General Rosenstein: Common Cause requests that the Department of Justice exercise its authority to investigate whether Donald J. Trump, Donald J. Trump for President, Inc., the Trump Organization, Michael D. Cohen, Essential Consultants LLC and/or unknown persons (?John Doe?) violated reporting requirements and contribution limits and restrictions of the Federal Election Campaign Act (FECA), 52 U.S.C. 30101, et seq. Given Attorney General Sessions? recusal from any investigations of any matters related in any way to the campaigns for President of the United States, we have not addressed this letter to the Attorney General. The attached complaint, filed on this date with the Federal Election Commission (FEC), updates the complaints dated January 22, 2018 that Common Cause filed with the DOJ and FEC, and details the relevant facts establishing a reason to believe that: 1. A payment of $130,000 from Essential Consultants LLC to Ms. Stephanie Clifford in October 2016 was an unreported in-kind contribution to Donald J. Trump and Donald J. Trump for President, Inc., and an unreported expenditure by the committee?because the funds were paid for the purpose of influencing the 2016 presidential general election?in violation of the campaign finance reporting requirements established by 52 U.S.C. 30104(b); 2. Michael D. Cohen made, and Donald J. Trump and Donald J. Trump for President received, an excessive in-kind contribution in violation of 52 U.S.C. 30116(a)(1)(A); 3. Essential Consultants LLC made, and Donald J. Trump and Donald J. Trump for President received, an in-kind contribution in violation of 52 U.S.C. 30116(a)(1)(A) and/or a corporate contribution in violation of 52 U.S.C. 30118(a); 4. The Trump Organization facilitated a contribution to Donald J. Trump and Donald J. Trump for President, Inc., in violation of 11 C.F.R. and 52 U.S.C. 30118(a); 5. The Trump Organization made, and Donald J. Trump and Donald J. Trump for President received, an in-kind contribution in the form of reimbursement to Michael D. Cohen of the $130,000 paid to Ms. Clifford in violation of 52 U.S.C. 30118(a); and 6. John Doe made, and Donald J. Trump and Donald J. Trump for President received, an in-kind contribution in the form of reimbursement to Michael 0. Cohen of the $130,000 paid to Ms. Clifford in violation of 52 U.S.C. 30116(a)(1)(A) or 30118(a). Although the Federal Election Commission (FEC) has exclusivejurisdiction over civil enforcement of the campaign finance laws, 52 U.S.C. 30109(a), the Department of Justice has its own separate responsibility to enforce the campaign finance laws against ?knowing and willful? violations. 52 U.S.C. 30109(d); see generally FEDERAL PROSECUTION 0F ELECTION OFFENSES (7th ed. May 2007) (DOJ HANDBOOK). The DOJ HANDBOOK takes particular note of the fact that Congress increased criminal penalties for campaign finance violations as part of the Bipartisan Campaign Reform Act of 2002 (BCRA). As the Handbook states, at pp. 198?99: BCRA significantly enhanced the criminal penalties for knowing and willful violations of the Federal Election Campaign Act. BCRA did so in response to identified anti-social consequences, namely, corruption and the appearance of corruption arising from FECA violations, and their adverse effect on the proper functioning of American In view of the enhanced criminal penalties for FECA crimes and the legislative history supporting their enactment, it is the Justice Department?s position that all knowing and willful FECA violations that exceed the applicable jurisdictional floor specified in the Act?s criminal provision should be considered for federal The violations of federal campaign finance law alleged in the attached complaint undermine the integrity of democracy in the United States. In addition to the violations of the Federal Election Campaign Act alleged in the attached complaint, the Department of Justice is responsible for enforcing 18 U.S.C. 1001, which prohibits anyone in any matter within the jurisdiction of the executive branch of government from knowingly and willfully falsifying, concealing or covering up any material fact?i.e., prohibits a candidate for federal office from causing an incomplete or incorrect disclosure report to be filed with the FEC in order to cover up a material fact. We urge the Department of Justice to investigate all possible violations of the Federal Election Campaign Act and other federal laws in this matter. if? Respectfully subm' Common Cause, by Paul S. Ryan Vice President, Policy and Litigation 805 Fifteenth Street, NW, Suite 800 Washington, DC 20005 (202) 833-1200 Copy to: John P. Cronan, Acting Assistant Attorney General, Criminal Division An naLou Tirol, Acting Chief, Public Integrity Section Common Cause Holding Power Aocoun table 805 Fifteenth Street NW, Suite 800 Washington, DC 20005 202.833.1200 moncause.org BEFORE THE FEDERAL ELECTION COMMISSION COMMON CAUSE 805 Fifteenth Street, NW, Suite 800 Washington, DC 20005 (202) 833-1200 PAUL S. RYAN 805 Fifteenth Street, NW, Suite 800 Washington, DC 20005 (202) 833-1200 v. MUR No. 7313 PRESIDENT DONALD J. TRUMP The White House 1600 Avenue NW Washington, DC 20500 DONALD J. TRUMP FOR PRESIDENT, INC. 725 Fifth Avenue New York, NY 10022 THE TRUMP ORGANIZATION 725 Fifth Avenue New York, NY 10022 MICHAEL D. COHEN c/o Michael D. Cohen Associates, PC 30 Rockefeller Plaza, 23rd Floor New York, NY 10112-0015 ESSENTIAL CONSULTANTS, LLC 160 Greentree Drive Suite #101 Dover, DE 19904 JOHN DOE, unknown person that reimbursed Michael D. Cohen for payment to Stephanie Clifford via Essential Consultants LLC COMPLAINT (AMENDED) 1. This complaint is filed pursuant to 52 U.S.C. 30109(a)(1) and is based on information providing reason to believe that Donald J. Trump, Donald J. Trump for President, Inc. (FEC the Trump Organization, Michael D. Cohen, Essential Consultants LLC and/or unknown persons (?John Doe?) violated reporting requirements and contribution limits and restrictions of the Federal Election Campaign Act (FECA), 52 U.S.C. 30101, et seq. and Commission regulations. 2. Specifically, based on publicly available data and published reports, complainants have reason to believe that the payment of $130,000 from Michael D. Cohen through Essential Consultants LLC to Ms. Stephanie Clifford was an unreported in-kind contribution to Donald J. Trump and Donald J. Trump for President, Inc., and an unreported expenditure by Donald J. Trump and Donald J. Trump for President, Inc?because the payment was made for the purpose of influencing the 2016 presidential general election and the payment was made by Donald J. Trump, or an employee and agent of Donald J. Trump (Michael D. Cohen), or in coordination with Donald J. Trump. See 52 U.S.C. (defining ?contribution?), (defining ?expenditure?) and 30116(a)(7) (coordinated ?expenditure? a ?contribution?); see also 52 U.S.C. 30104(b) (requiring reporting of ?contributions? and ?expenditures? by political committees). Regardless of the source of the funds paid to Ms. Stephanie Clifford (including, if Donald J. Trump provided the funds), complainants have reason to believe that Donald J. Trump for President, Inc. failed to report its receipt of the $130,000 in-kind contribution and failed to report its $130,000 expenditure to Ms. Stephanie Clifford in violation of 52 U.S.C. 30104(b). Complainants have reason to believe that Michael D. Cohen made, and Donald J. Trump and Donald J. Trump for President, Inc. received, an excessive in-kind contribution in violation of 52 U.S.C. 30116(a)(1)(A). Complainants have reason to believe that Essential Consultants LLC made, and Donald J. Trump and Donald J. Trump for President, Inc. received, an excessive in-kind contribution in violation of 52 U.S.C. 30116(a)(1)(A) or a corporate contribution in violation of 52 U.S.C. 30118(a). Complainants have reason to believe that the Trump Organization facilitated a contribution to Donald J. Trump and Donald J. Trump for President, Inc. in violation of 11 C.F.R. and 52 U.S.C. 30118(a). Complainants have reason to believe that the Trump Organization made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a corporate contribution in violation of 52 U.S.C. 30118(a). Complainants have reason to believe that John Doe made, and Donald J. Trump and Donald J. Trump for President, Inc. received, an excessive in-kind contribution in violation of 52 U.S.C. 30116(a)(1)(A) or a corporate contribution in violation of 52 U.S.C. 30118(a). 9. ?If the Commission, upon receiving a complaint. . . has reason to believe that a person has committed, or is about to commit, a violation of [the . . . [t]he Commission shall make an investigation of such alleged violation . . . 52 U.S.C. 30109(a)(2) (emphasis added); see also 11 C.F.R. 10. ?reason to believe? finding followed by an investigation would be appropriate when a complaint credibly alleges that a significant violation may have occurred, but further investigation is required to determine whether a violation in fact occurred and, if so, its exact scope.? FEC, Statement of Policy Regarding Commission Action in Matters at the Initial Stage in the Enforcement Process, 72 Fed. Reg. 12545 (March 16, 2007). FACTS 11. President Donald J. Trump was a candidate for election to the office of President in the 2016 election and ran the Trump Organization as its chairman and president until January 19, 2017.1 12. Donald J. Trump for President, Inc. was the principal campaign committee of candidate Donald J. Trump in the 2016 presidential election.2 13. The Trump Organization is a privately held corporation owned nearly entirely by Donald J. Trump.3 1 Donald J. Trump, FEC Form 2 Statement of Candidacy, filed June 22, 2015, available at see also Jill Disis, Drew Griffin, Curt Devine and Scott Bronstein, ?Trump Organization documents say he has resigned from more than 400 businesses,? CNN MONEY, January 23, 2017, available at 2 Donald J. Trump for President, lnc., FEC Form 1 Statement of Organization, filed June 29, 2015, available at W. 3 See, Megan Twohey, Russ Buettner and Steve Eder, ?Inside the Trump Organization, the Company That Has Run Trump?s Big World,? NEW YORK TIMES, December 25, 2016, available at 'k i 14. Michael D. Cohen is an attorney licensed to practice law in the State of New York and, in 2016, was employed by the Trump Organization as executive vice president and counsel to Trump Organization chairman and president Donald J. Trump.? 15. Essential Consultants LLC is a limited liability company created by Mr. Cohen in the State of Delaware on October 17, 2016.5 16. On January 12, 2018, the Wall Street Journal reported that Mr. Cohen arranged for a payment of $130,000 to adult film actress Stephanie Clifford, known professionally as ?Stormy Daniels.?6 17. Mr. Cohen worked as ?top attorney? at the Trump Organization ?from 2007 until after the election,? serves as Donald J. Trump?s personal attorney, and referred to himself in a January see also Trump Organization LLC, New York State Department of State, Division of Corporations Entity Information, available also Rosalind S. Helderman, ?Michael Cohen will stay Trump?s personal attorney even in the White House,? New YORK TIMES, January 19, 2017, available at 5 See Essential Consultants LLC, State of Delaware Limited Liability Company Certificate of Formation, October 17, 2016, available at 6 Michael Rothfeld and Joe Palazzolo, ?Trump Lawyer Arranged $130, 000 Payment for Adult-Film Star?s Silence,? WALL STREET JOURNAL, January 12, 2018, available 18. 19. 20. 21. 22. 2017 interview as the ?fix-it guy.?7 Mr. Cohen was an agent of Mr. Trump and the Trump Organization in October 2016. According to the Wall Street Journal, Ms. Clifford has alleged that she had a sexual encounter with Mr. Trump in 2006 and ?had been in talks with ?Good Morning America? in the fall of 2016 about an appearance to discuss Mr. Trump.?8 This payment of $130,000 was part of a nondisclosure agreement by which Ms. Clifford would be precluded from publicly discussing the alleged sexual encounters between her and Mr. Trump? Although the alleged sexual affair between Mr. Trump and Ms. Clifford occurred in 2006, the nondisclosure agreement was reached less than one month before the 2016 Presidential election.10 The Wall Street Journal explained: The agreement with Ms. Clifford came as the Trump campaign confronted allegations from numerous women who described unwanted sexual advances and alleged assaults by Mr. Trump. In October 2016, the Washington Post published a videotape made, but never aired, by ?Access Hollywood? in which Mr. Trump spoke of groping women."1 On February 13, 2018, the New York Times reported that Mr. Cohen told the newspaper he ?had paid $130,000 out of his own pocket? and that ?[n]either the Trump Organization nor the Id. Trump campaign was a party to the transaction with Ms. Clifford, and neither reimbursed [him] for the payment, either directly or 23. On February 14, 2018, the Washington Post quoted Mr. Cohen?s statement, first reported by the New York Times, as: I am Mr. Trump?s longtime special counsel and I have proudly served in that role for more than a decade[.] . . . In a private transaction in 2016, i used my own personal funds to facilitatea payment of $130,000 to Ms. Stephanie Clifford. Neither the Trump Organization nor the Trump campaign was a party to the transaction with Ms. Clifford, and neither reimbursed me for the payment, either directly or indirectly.? 24. In a February 14, 2018, follow-up story the New York Times reported that Mr. Cohen had told the newspaper that ?he had used his own funds to facilitatethe payment to the actress?? Mr. Cohen ?declined to answer questions about whether Mr. Trump had reimbursed him [or] whether the two men had made any arrangement at the time of the 25. On March 5, 2018, the Wall Street Journal reported that Mr. Cohen?s payment to Ms. Clifford was received by Ms. Clifford on October 27, 2016?12 days before the presidential election? and that ?Mr. Cohen said he missed two deadlines earlier that month to make the $130,000 payment to Ms. Clifford because he cauldn ?t reach Mr. Trump in the hectic final days of the ?2 Maggie Haberman, ?Michael D. Cohen, Trump?s Longtime Lawyer, Says He Paid Stormy Daniels Out of His Own Pocket,? NEW YORK TIMES, February 13, 2018, available Mark Berman, ?Longtime Trump attorney says he made $130,000 payment to Stormy Daniels with his money,? WASHINGTON POST, February 14, 2018 (emphasis added), available at 1" Maggie Haberman and Charlie Savage, ?Trump Lawyer?s Payment to Porn Star Raises New Questions,? NEW YORK TIMES, February 14, 2018 (emphasis added), available at I II 0? presidential campaign.? And ?[a]fter Mr. Trump?s victory, Mr. Cohen complained to friends that he had yet to be reimbursed for the payment to Ms. Clifford 26. On March 6, 2018, Stephanie Clifford filed a complaint for declaratory relief against Donald J. Trump and Essential Consultants LLC in California superior court in Los Angeles County, challenging the validity of the October 2016 nondisclosure agreement between Ms. Clifford, Essential Consultants LLC and Donald J. Trump?on the ground that Donald J. Trump had not signed the agreement.18 27. In the complaint, Ms. Clifford alleges that in October 2016, around the time that the Access Hollywood tape was made public, she ?sought to share details concerning her relationship and encounters with Mr. Trump with various media outlets.?19 28. Ms. Clifford further alleges: ?As a result of Ms. Clifford?s efforts aimed at publicly disclosing her story and her communications with various media outlets, Ms. Clifford?s plans came to the attention of Mr. Trump and his campaign, including Mr. Michael After discovering Ms. Clifford?s plans, Mr. Trump, with the assistance of his attorney Mr. Cohen, agressivelysought to silence Ms. Clifford as part of an effort to avoid her telling the truth, thus helping to ensure he won the Presidential Election. r. Cohen ?5 Joe Palazzolo and Michael Rothfeld, ?Trump Lawyer?s Payment to Stormy Daniels Was Reported as Suspicious by Bank,? WALL STREET JOURNAL, March 5, 2018 (emphasis added), available at I A on - .uO-115292221101. 17 Id. (emphasis added). ?8 Complaint, Clifford v. Trump, March 6, 2018, Superior Court for the State of California for the County of Los Angeles, available at (Attached as APPENDIX 1). 19 2? 8 subsequently prepared a draft non-disclosure agreement and presented it to Ms. Clifford . . . .21 29. According to Ms. Clifford?s complaint, Essential Consultants LLC ?was created by 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.?22 30'. According to Ms. Clifford?s complaint, the nondisclosure agreement, as drafted, was between three parties, Ms. Clifford (using the alias Peggy Peterson), Essential Consultants LLC and Donald J. Trump (using the alias David Dennison). The agreement ?imposed various conditions and obligations not only on Ms. Clifford, but also on Mr. Trump? and the agreement ?required the signatures of all parties to the agreement, including that of Mr. Trump.?23 On or about October 28, 2016, only days before the election, two of the parties signed the Hush Agreement?Ms. Clifford and Mr. Cohen (on behalf of [Essential Consultants Mr. Trump, however, did not sign the agreement, thus rendering it legally null and void and of no consequence. 0n information and belief, despite having detailed knowledge of the Hush Agreement and its terms, including the proposed payment of monies to Ms. Clifford and the routing of those monies through [Essential Consultants Mr. Trump purposely did not sign the agreement so he could later, if need be, publicly disavow any knowledge of the Hush Agreement and Ms. Clifford.24 31. Ms. Clifford?s complaint explains that, under Rule 1.4 of New York Rules of Professional Conduct governing attorneys, Mr. Cohen was required ?at all times to communicate all material information relating to the [nondisclosure agreement] to Mr. Trump? and to ?reasonably consult with [Mr. Trump] about the means by which [his] objectives are to be 2? WW1. 22W). 2314mm 34. accomplished? and to ?keep [Mr. Trump] reasonably informed about the status of the matter.?25 Accordingly, unless Mr. Cohen flagrantly violated his ethical obligations and the most basic rules governing his license to practice law (which is highly unlikely), there can be no doubt that Mr. Trump at all times has been fully aware of the negotiations with Ms. Clifford, the existence and terms of the Hush Agreement, the payment of the $130,000.00, the use of [Essential Consultants as a conduit, and the recent attempts to intimidate and silence Ms. Clifford by way of the bogus arbitration proceeding.26 32. On March 9, 2018, NBC News reported that Ms. Clifford?s attorney had provided the news outlet with an email showing that Mr. Cohen used his Trump Organization corporate email, not his personal email account, to communicate with First Republic Bank to arrange the $130,000 payment to Ms. Clifford through Essential Consultants LLC.27 33. On March 9, 2018, Mr. Cohen reportedly explained the October 2016 financial transaction to ABC News as follows: transferred money from one account at [my] bank into my LLC and then wired said funds to Ms. Clifford?s attorney in Beverly Hills, California? and that ?the funds were taken from my home equity line and transferred internally to my LLC account in the same bank ?28 25 26 [d a: 1'32 27 Sarah Fitzpatrick and Tracy Connor, ?Michael Cohen used Trump Org. email in Stormy Daniels arrangements,? NBC NEWS, March 9, 2018, available (Cohen email attached as APPENDIX 2). 23 Tom Llamas, Zunaira Zaki, Katherine Faulders, Christina Peck, ?Michael Cohen dismisses claims of email as proof that Trump knew about payment to porn star to buy her silence,? ABC NEWS, March 9, 2018, available at aw 34. 35. 36. 37. SUMMARY OF THE AND DEFINITIONS AND RESTRICTIONS The term ?contribution? is defined in FECA to mean ?any gift, subscription, loan, advance, or deposit of money or anything of value made by any person for the purpose afin?uencingany election for Federal of?ce.? 52 U.S.C. 30101(8)(A)(i) (emphasis added); see also 11 C.F.R. As used in the definition of ?contribution,? the phrase ?anything of value? includes ?all in-kind contributions.? The ?provision of any goods or services without charge or at a charge that is less than the usual and normal charge for such goods or services is a contribution.? 11 C.F.R. The term ?expenditure? is defined in FECA to mean ?any purchase, payment, distribution, loan, advance, deposit, or gift or money or anything of value, made by any person for the purpose of in?uencinganyelectian 52 U.S.C. 30101(9)(A)(i) (emphasis added); see also 11 C.F.R. 100.110?100.114. As used in the definition of ?expenditure,? the phrase ?anything of value? includes ?all in-kind contributions.? The ?provision of any goods or services without charge or at a charge that is less than the usual and normal charge for such goods or services is an expenditure.? 11 C.F.R. 11 38. 39. 40. 41. FECA limits to $2,700 per election the amount ofa contribution that a person can make to a federal candidate. 52 U.S.C FECA prohibits a corporation or labor union from making a contribution to a federal candidate and prohibits a candidate from accepting or receiving a contribution from a corporation or labor union. 52 U.S.C. 30118(a). Commission regulation makes clear that the prohibition on corporate contributions includes a prohibition on the use of corporate resources to facilitate the making of contributions: Corporations and labor organizations (including officers, directors or other representatives acting as agents of corporations and labor organizations) are prohibited from facilitating the making of contributions to candidates or political committees . . . . Facilitation means using corporate or labor organization resources or facilities to engage in fundraising activities in connection with any federal election[.] 11 C.F.R. Commission regulation provides that a contribution by a limited liability company (LLC) that elects to be treated as a partnership by the Internal Revenue Service shall be considered a partnership for the purpose of the FECA contribution limits. 11 C.F.R. An LLC that elected to be treated as a corporation by the Internal Revenue Service shall be considered a corporation for the purpose of the FECA corporate contribution prohibition. 11 C.F.R. 29 The statutory limits are $2,000 and $25,000, respectively, and are indexed for inflation in odd-numbered years. See 52 U.S.C. 30116(c); see also FEC, ?Price Index Adjustments for Contribution and Expenditure Limitations and Lobbyist Bundling Disclosure Threshold,? 80 Fed. Reg. 5750, 5752, February 3, 2015 (adjusting contribution limit to $2,700 for 2015-16 election cycle), available at . .. Tl IECIEI EDIE-DI IE. 3? Commission regulation exempts from the definition of ?contribution? certain uncompensated Internet activities, including ?sending or forwarding electronic messages.? See 11 C.F.R. ?100.94. as 42. 43. 44. 45. 46. Generally, federal candidates may make ?unlimited expenditures from personal funds.? 11 C.F.R. 100.10. When a federal candidate receives a contribution or makes any disbursement in connection with her campaign, the candidate ?shall be considered as having received such contribution . . . or made such disbursement as an agent of his or her authorized 11 C.F.R. see also 11 C.F.R. 109.3(b) and Candidates and political committees are prohibited from knowingly accepting any contribution or making any expenditure in violation of federal law. 11 C.F.R. 110.9. Similarly, officers and employees of political committees are prohibited from knowingly accepting a contribution made for the benefit or use of a candidate, or making any expenditure on behalf of a candidate, in violation of any limitation imposed on contributions and expenditures. 11 C.F.R. 110.9. COORDINATED SPENDING Any expenditure ?made by any person in cooperation, consultation, or concert, with, or at the request or suggestion of, a candidate, his authorized political committees, or their agents? is considered a contribution to such candidate. 52 U.S.C. 30116(a)(7)(B)(i). Similarly, any expenditure made by any person, other than a candidate or candidate's committee, ?in cooperation, consultation, or concert with, or at the request or suggestion of, a national, State, or local committee of a political party? is considered a contribution to such party committee. 52 U.S.C. 30116(a)(7)(B)(ii). 13 x. 47. 48. 49. ?Coordinated? means made in cooperation, consultation or concert with, or at the request or suggestion of, a candidate, a candidate's authorized committee or an agent thereof. 11 C.F.R. Any expenditure that is "coordinated? with a candidate or political party committee, but that is not made for a ?coordinated communication? under 11 C.F.R. 109.21, is an in-kindcantributian to the ?candidate or political party committee with whom or with which it was coordinated and must be reported as an expenditure made by that candidate or political party committee? unless otherwise exempted. 11 C.F.R. 109.20(b) (emphasis added) In its 2003 Explanation and Justification for 11 C.F.R. 109.20, the Commission made clear that, whereas coordinated expenditures for communications?Le, political ads?are regulated by 11 C.F.R. 109.21, coordinated expenditures for things other than political ads are regulated by 11 C.F.R. 109.20. The Commission explained: One commenter asserted that only express advocacy communications can constitute coordination, and urged the Commission to provide explicitly that non-communication expenditures will not be considered to be coordination. The Commission disagrees with the commenter?s assertion because Congress has not so limited the statutory provisions relating to coordination.31 Commission regulations provide that ?agent? means ?any person who has actual authority, either express or implied,? to engage in campaign spending and other specified campaign- related activities. See 11 C.F.R. 109.3 and 3? FEC, Coordinated and Independent Expenditures, Final Rules and Explanation and Justification, 68 Fed. Reg. 421, 425-26 (January 3,2003). a? 50. 51. 52. 53. REPORTING AND DISCLOSURE REQUIREMENTS The authorized committee of a candidate for federal office must report to the Commission the identification of each person who makes a contribution to the committee with an aggregate value in excess Of $200 within an election cycle. 52 U.S.C. 30104(b)(3)(A). The authorized committee of a candidate for federal office must report as a designated category Of receipt ?contributions from the candidate.? 11 C.F.R. The authorized committee Of a candidate for federal office must report to the Commission the name and address of each person to whom an expenditure in an aggregate amount in excess of $200 within the calendar year is made by the committee. 52 U.S.C. 30104(b)(5)(A). Expenditures of a candidate?s personal funds must be reported to the Commission as in-kind contributions to the candidate?s campaign. See, FEC Advisory Opinion 1990-09. CAUSES OF COUNT ONE: DONALD J. TRUMP FOR PRESIDENT, FAILED TO REPORT RECEIPT OF A $130,000 IN- 54. 55. KIND CONTRIBUTION AS WELL AS A $130,000 EXPENDITURE IN VIOLATION OF FECA Paragraphs 1 through 53 are incorporated herein. In October 2016, Michael D. Cohen was an employee and agent of Donald J. Trump. Based on published reports, there is reason to believe that Mr. Cohen?s payment of $130,000 to Ms. Stephanie Clifford was for the purpose of influencing the 2016 presidential election and, therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditure? coordinated with 15 56. 57. 58. 59. 60. Mr. Trump?and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Donald J. Trump and Donald J. Trump for President, Inc. When a federal candidate receives a contribution or makes any disbursement in connection with his campaign, the candidate is considered to have received such contribution or made such disbursement as an agent of his authorized committee. 11 C.F.R. Under FECA, Donald J. Trump for President, Inc. was required to report to the Commission the identification of each person who makes a contribution to the committee with an aggregate value in excess Of $200 within an election cycle. 52 U.S.C. 30104(b)(3)(A). Under FECA, Donald J. Trump for President, Inc. was required to report to the Commission the name and address Of each person to whom an expenditure in an aggregate amount in excess of $200 within the calendar year is made by the committee. 52 U.S.C. 30104(b)(5)(A). Based on published reports and review of FEC records, there is reason to believe that Donald J. Trump for President, Inc. failed to report its receipt of this $130,000 contribution in violation of 52 U.S.C. 30104(b)(3)(A). Based on published reports and review of FEC records, there is reason to believe that Donald J. Trump for President, Inc. failed to report this $130,000 expenditure in violation of 52 U.S.C. 30104(b)(5)(A). COUNT Two: MICHAEL D. COHEN MADE, AND DONALD J. TRUMP AND DONALD J. TRUMP FOR PRESIDENT, 61. MO. RECEIVED, A CONTRIBUTION IN VIOLATION OF FECA Paragraphs 1 through 53, and 55 through 60 are incorporated herein. 16 62October 2016, Michael D. Cohen was an agent and employee of Donald J. Trump. Based on published reports, there is reason to believe that Donald J. Trump was a party to the nondisclosure agreement negotiated with Ms. Stephanie Clifford that led to the payment of $130,000 to Ms. Clifford. Based on published reports, there is reason to believe that Mr. Cohen?s payment of $130,000 to Ms. Stephanie Clifford was for the purpose of influencing the 2016 presidential election and, therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditure? coordinated with Mr. Trump?and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Donald J. Trump and Donald J. Trump for President, Inc. When a federal candidate receives a contribution or makes any disbursement in connection with his campaign, the candidate is considered to have received such contribution or made such disbursement as an agent of his authorized committee. 11 C.F.R. Federal law prohibits individuals from making contributions to federal candidates in excess of $2,700 per election. 52 U.S.C. 30116(a)(1)(A). Based on published reports, there is reason to believe that Michael D. Cohen was the source of the $130,000 paid to Ms. Clifford. Based on published reports, there is reason to believe that Michael D. Cohen made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a contribution in violation of the $2,700 limit established by 52 U.S.C. 30116(a)(1)(A). COUNT THREE: ESSENTIAL CONSULTANTS LLC MADE, AND DONALD J. TRUMP AND DONALD J. TRUMP FOR 68. 69. 70. 71. 72. 73. PRESIDENT, RECEIVED, A CORPORATE CONTRIBUTION IN VIOLATION OF FECA Paragraphs 1 through 53, 55 through 60, and 62 through 67 are incorporated herein. In October 2016, Michael D. Cohen was an agent and employee of Donald J. Trump. Based on published reports, there is reason to believe that Donald J. Trump was a party to the nondisclosure agreement negotiated with Ms. Stephanie Clifford that led to the payment of $130,000 to Ms. Clifford. Based on published reports, there is reason to believe that Mr. Cohen?s payment of $130,000 to Ms. Clifford was for the purpose of influencing the 2016 presidential election and, therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditu re? coordinated with Mr. Trump? and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Donald J. Trump and Donald J. Trump for President, Inc. When a federal candidate receives a contribution or makes any disbursement in connection with his campaign, the candidate is considered to have received such contribution or made such disbursement as an agent of his authorized committee. 11 C.F.R. Federal law prohibits individuals from making contributions to federal candidates in excess of $2,700 per election. 52 U.S.C. 30116(a)(1)(A). Federal law prohibits corporations from making contributions to federal candidates. 52 U.S.C. 30118(a). 18 74. 75. 76. 77. 78. 79. Based on published reports, there is reason to believe that Essential Consultants paid $130,000 to Ms. Clifford. Pursuant to 11 C.F.R. if Essential Consultants LLC elects to be treated as a partnership by the Internal Revenue Service, then Essential Consultants LLC made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a contribution in violation of the $2,700 limit established by 52 U.S.C. 30116(a)(1)(A). Pursuant to 11 C.F.R. if Essential Consultants LLC elects to be treated as a corporation by the Internal Revenue Service, then Essential Consultants LLC made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a corporate contribution in violation of 52 U.S.C. 30118(a). COUNT FOUR: THE TRUMP ORGANIZATION FACILITATED A CONTRIBUTION TO DONALD J. TRUMP AND DONALD J. TRUMP FOR PRESIDENT, IN VIOLATION OF FECA Paragraphs 1 through 53, 55 through 60, 62 through 67, and 69 through 76 are incorporated herein. in October 2016, Michael D. Cohen was an agent and employee of Donald J. Trump and the Trump Organization. Based on published reports, there is reason to believe that Donald J. Trump was a party to the nondisclosure agreement negotiated with Ms. Stephanie Clifford that led to the payment Of $130,000 to Ms. Clifford. Based on published reports, there is reason to believe that Mr. Cohen?s payment of $130,000 to Ms. Stephanie Clifford was for the purpose of influencing the 2016 presidential election and, 2:719 80. 81. 82. 83. therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditure? coordinated with Mr. Trump?and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Donald J. Trump and Donald J. Trump for President, Inc. Based on published reports, there is reason to believe that Michael D. Cohen made the payment of $130,000 to Ms. Stephanie Clifford in his paid capacity as the Trump Organization?s executive vice president and counsel to Trump Organization chairman and president Donald J. Trump including, but not limited to, the fact that Michael D. Cohen used his Trump Organization email to facilitate the payment to Ms. Clifford. Based on published reports, there is reason to believe that the Trump Organization, through its executive vice president and counsel to Trump Organization chairman and president Donald J. Trump, facilitated the making ofa contribution to Donald J. Trump and Donald J. Trump for President, lnc., through its payment of salary to Mr. Cohen and through Mr. Cohen?s use of Trump Organization resources, in violation of 11 C.F.R. and 52 U.S.C. 30118(a). COUNT FIVE: THE TRUMP ORGANIZATION MADE, AND DONALD J. TRUMP AND DONALD J. TRUMP FOR PRESIDENT, RECEIVED, A CORPORATE CONTRIBUTION IN VIOLATION OF FECA Paragraphs 1 through 53, 55 through 60, 62 through 67, 69 through 76, and 78 through 81 are incorporated herein. In October 2016, Michael D. Cohen was an agent and employee of Donald J. Trump. Based on published reports, there is reason to believe that Donald J. Trump was a party to the 20 84. 85. 86. 87. 88. nondisclosure agreement negotiated with Ms. Stephanie Clifford that led to the payment of $130,000 to Ms. Clifford. Based on published reports, there is reason to believe that Mr. Cohen?s payment of $130,000 to Ms. Stephanie Clifford was for the purpose of influencing the 2016 presidential election and, therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditure? coordinated with Mr. Trump?and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Donald J. Trump and Donald J. Trump for President, Inc. In October 2016, Michael D. Cohen was an employee and agent of the Trump Organization. Based on published reports, there is reason to believe that the Trump Organization reimbursed Michael D. Cohen for the $130,000 paid to Ms. Clifford. Federal law prohibits corporations from making contributions to federal candidates. 52 U.S.C. 30118(a). When a federal candidate receives a contribution or makes any disbursement in connection with his campaign, the candidate is considered to have received such contribution or made such disbursement as an agent of his authorized committee. 11 C.F.R. If the Trump Organization reimbursed Michael D. Cohen the $130,000 paid to Ms. Clifford, the Trump Organization made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a corporate contribution in violation of 52 U.S.C. 30118(a). 21 89. 90. 91. 92. 93. 94. COUNT SIX: JOHN DOE MADE, AND DONALD J. TRUMP AND DONALD J. TRUMP FOR PRESIDENT, INC. RECEIVED, AN OR CORPORATE CONTRIBUTION IN VIOLATION OF FECA Paragraphs 1 through 53, 55 through 60, 62 through 67, 69 through 76, 78 through 81 and 83 through 88 are incorporated herein. In October 2016, Michael D. Cohen was an agent and employee of Donald J. Trump. Based on published reports, there is reason to believe that Donald J. Trump was a party to the nondisclosure agreement negotiated with Ms. Stephanie Clifford that led to the payment Of $130,000 to Ms. Clifford. Based on published reports, there is reason to believe that Mr. Cohen?s payment Of $130,000 to Ms. Stephanie Clifford was for the purpose of influencing the 2016 presidential election and, therefore, constituted an ?expenditure? by Mr. Trump or an ?expenditure? coordinated with Mr. Trump?and, therefore, constituted an in-kind ?contribution? to and an ?expenditure? by Mr. Trump?s authorized campaign committee, Donald J. Trump for President, Inc. When a federal candidate receives a contribution or makes any disbursement in connection with his campaign, the candidate is considered to have received such contribution or made such disbursement as an agent of his authorized committee. 11 Federal law prohibits individuals from making contributions to federal candidates in excess of $2,700 per election. 52 U.S.C. 30116(a)(1)(A). Federal law prohibits corporations from making contributions to federal candidates. 52 U.S.C. 30118(a). 22 95. 96. 97. 98. Based on published reports, there is reason to believe that John Doe reimbursed Michael D. Cohen the $130,000 paid to Ms. Clifford. If John Doe reimbursed Michael D. Cohen the $130,000 paid to Ms. Clifford and John Doe is an individual, then John Doe made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a contribution in violation of the $2,700 limit established by 52 U.S.C. 30116(a)(1)(A). If John Doe reimbursed Michael D. Cohen the $130,000 paid to Ms. Clifford and John Doe is a corporation, then John Doe made, and Donald J. Trump and Donald J. Trump for President, Inc. received, a corporate contribution in violation of 52 U.S.C. 30118(a). PRAYER Fon RELIEF Wherefore, the Commission should find reason to believe that Donald J. Trump, Donald J. Trump for President, Inc., the Trump Organization, Michael D. Cohen, Essential Consultants LLC and/or John Doe violated 52 U.S.C. 30101, et seq., and conduct an immediate investigation under 52 U.S.C. 30109(a)(2). Further, the Commission should determine and impose appropriate sanctions for any and all violations, should enjoin respondent(s) from any and all violations in the future, and should impose such additional remedies as are necessary and appropriate to ensure compliance with the FECA. March 12, 2018 Respectfully submitted, Common Cause, by are PaulS.Ryan 805 Fifteenth Street, NW, Suite 800 Washington, DC 20005 (202) 833-1200 Paul 8. Ryan 805 Fifteenth Street, NW, Suite 800 Washington, DC 20005 (202) 833?1200 24 VERIFICATION The complainants listed below hereby verify that the statements made In the attached Complaint are, upon their information and belief, true. Sworn pursuant to 18 1001 For Complainants Common Cause and Paul 8 Ryan PaulS.Ryan Sworn to and subscribed before me this day of March 2018 [52444 4, Notary Public 1* 'n lie. - O) (M if?! I '0 "'IquN? 25 APPENDIX 1 Michael J. Avenatti, Bar No. 206929 Como AVENATTI ASSOCIATES, APC a? omq??fg mavenatti@eoa1aw.com ?$2,233ng of c233,", 520 Newport Center Drive, Suite 1400 . 0s 1' NeWport Beach, CA 92660 MAR 0 2013 Tel: (949) 706?7000 shawls . Ma . Fax. (949) 706 7050 mm: "mm: Samarium Attorneys for Plaintiff Stephanie Clifford ?my a.k.a. Stormy Daniels a.k.a. Peggy Peterson SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES STEPHANIE CLIFFORD a.k.a. STORMY Case No. DANIELS a.k.a. PEGGY PETERSON, an individual, COMPLAINT FOR DECLARATORY Plaintiff, RELIEF vs. DONALD J. TRUMP a.k.a. DAVID DENNISON, an individual, ESSENTIAL CONSULTANTS, LLC, a Delaware Limited Liability Company, and DOES 1 through 10, inclusive Defendants. COMPLAINT Plaintiff Stephanie Clifford aka. Stormy Daniels a.k.a Peggy Peterson (?Ms Clifford? or ?Plaintiff? hereby alleges the following: 1. Plaintiff Ms. Clifford, an individual, is a resident of the State of Texas. 2. Defendant Donald J. Trump aka. David Dennison (?Mn Trump?), an individual, is a . resident of the District of Columbia (among other places). 3. Defendant Essential Consultants, LLC is a Delaware limited liability company formed on October 17, 2016. 4. Mr. Trump and EC together shall be referred to hereafter as ?Defendants.? 5. The true names and capacities of the defendants DOES 1 through 10, inclusive, whether individual, plural, corporate, partnership, associate or otherwise, are not known to Plaintiff, who therefore sues said defendants by such ?ctitious names. Plaintiff will seek leave of court to amend this Complaint to show the true names and capacities of defendants DOES 1 through 10, inclusive, when the same have been ascertained. 6. Plaintiff is also informed and believe and thereon alleges that DOES to 10 were the agents, principals, and/or alter egos of Defendants, at all times herein relevant, and that they are therefore liable for the acts and omissions of Defendants. 7. Jurisdiction for this matter properly lies with this Court because Plaintiff seeks declaratory relief. 8. Venue is appropriate in the County of Los Angeles, and this Court has personal jurisdiction over Defendants and each of them, by reason of the fact that, among other things, the alleged agreement that is at issue in this Complaint was purportedly made and negotiated, at least in substantial part, in the County of Los Angeles, and many of the events giving rise to this action arose in California, including within the County of Los Angeles. -1- COMPLAINT FACTUAL BACKGROUND 9. Ms. Clifford began an intimate relationship with Mr. Trump in the Summer of 2006 in Lake Tahoe and continued her relationship with Mr. Trump well into the year 2007. This relationship included, among other things, at least one ?meeting? with Mr. Trump in a bungalow at the Beverly Hills Hotel located within Los Angeles County. 10. In 2015, Mr. Trump announced his candidacy for President of the United States. 1 I. On July 19, 2016, Mr. Trump secured the Republican Party nomination for President. 12. On October 7, 2016, the Washington Post published a video, now infamously known as the Access Hollywood Tape, depicting Mr. Trump making lewd remarks about women. In it, Mr. Trump described his attempt to seduce a married woman and how he may start kissing a woman that he and his companion were about to meet. He then added: don?t even wait. And when you?re a star, they let you do it, you can do anything . . 13. Within days of the publication of the Access Hollywood Tape, several women came forward publicly to tell their personal stories about their sexual encounters with Mr. Trump. 14. Around this time, Ms. Clifford likewise sought to share details concerning her relationship and encounters with Mr. Trump with various media outlets. 15. i As a result of Ms. Cli?ord?s efforts aimed at publicly disclosing her story and her communications with various media outlets, Ms. Clifford?s plans came to the attention of Mr. Trump and his campaign, including Mr. Michael Cohen, an attorney licensed in the State of New York. Mr. Cohen worked as the ?top attorney? at the Trump Organization from 2007 until after the election and presently serves as Mr. Trump?s personal attorney. He is also generally referred to as Mr. Trump?s 16. After discovering Ms. Clifford?s plans, Mr. Trump, with the assistance of his attorney Mr. Cohen, aggressively sought to silence Ms. Clifford as part of an effort to avoid her telling the truth, thus helping to ensure he won the Presidential Election. Mr. Cohen subsequently prepared a dra? non-disclosure agreement and presented it to Ms. Clifford and her attorney (the ?Hush Agreemen Ms. Clifford at the time was represented by counsel in California whose office is located in Beverly Hills, California within the County of Los Angeles. -2- COMPLAINT 17. The parties named in the Hush Agreement were Ms. Clifford, Mr. Trump, and Essential Consultants LLC. As noted above, Essential Consultants LLC was formed on October 17, 2016, just weeks before the 2016 presidential election. On information and belief, BC was created by 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 ?om later discovery and scrutiny. 18. By design of Mr. Cohen, the Hush Agreement used aliases to refer to Ms. Clifford and Mr. Trump. Speci?cally, Ms. Clifford was referred to by the alias ?Peggy Peterson? or Mr. Trump, on the other hand, was referred to by the alias ?David Dennison? or 19. Attached hereto as Exhibit 1 is a true and correct copy of the Hush Agreement, titled Con?dential Settlement Agreement and Mutual Release; Assignment of C0pyright and Non- Disparagment [sic] Agreement. Exhibit 1 is incorporated herein by this reference and made a part of this Complaint as if fully set forth herein. 20. Attached hereto as Exhibit 2 is a true and correct copy of the draft Side Letter Agreement, which was Exhibit A to the Hush Agreement. Exhibit 2 is incorporated herein by this reference and made a part of this Complaint as if fully set forth herein. 21. Importantly, the Hush Agreement imposed various conditions and obligations not only on Ms. Clifford, but also on Mr. Trump. The agreement also required the signature of all parties to the agreement, including that of Mr. Trump. Moreover, as is customary, it was widely understood at all times that unless all of the parties signed the documents as required, the Hush Agreement, together with all of its terms and conditions, was null and void. 22. On or about October 28, 2016, only days before the election, two of the parties signed the Hush Agreement Ms. Clifford and Mr. Cohen (on behalf of EC). Mr. Trump, however, did not sign the agreement, thus rendering it legally null and void and of no consequence. On information and belief, despite having detailed knowledge of the Hush Agreement and its terms, including the proposed payment of monies to Ms. Clifford and the routing of those monies through EC, Mr. Trump purposely did not sign the agreement so he could later, if need be, publicly disavow any knowledge of the Hush Agreement and Ms. Clifford. COMPLAINT 23. Despite Mr. Trump?s failure to sign the Hush Agreement, Mr. Cohen proceeded to cause $130,000.00 to be wired to the trust account of Ms. Clifford?s attorney. He did so even though there was no legal agreement and thus no written nondisclosure agreement whereby Ms. Clifford was restricted from disclosing the truth about Mr. 24. Mr. Trump was elected President of the United States on November 8, 2016. 25. In January 2018, certain details of the draft Hush Agreement emerged in the news media, including, among other things, the existence of the draft agreement, the parties to the draft agreement, and the $130,000.00 payment provided for under the draft agreement. Also in January 2018, and concerned the truth would be disclosed, Mr. Cohen, through intimidation and coercive tactics, forced Ms. Clifford into signing a false statement wherein she stated that reports of her relationship with Mr. Trump were false. 26. On or about February 13, 2018, Mr. Cohen issued a public statement regarding Ms. Clifford, the existence of the Hush Agreement, and details concerning the Hush Agreement. He did so without any consent by Ms. Clifford, thus evidencing Mr. Cohen?s apparent position (at least in that context) that no binding agreement was in place. Among other things, Mr. Cohen stated: ?In a private transaction in 2016, I used my own personal funds to facilitate a payment of $130,000 to Ms. Stephanie Clifford. Neither the Trump Organization nor the Trump campaign was a party to the transaction with Ms. Clifford, and neither reimbursed me for the payment, either directly or indirectly.? Mr. Cohen concluded his statement with lawyer speak: ?Just because something isn?t true doesn?t mean that it can?t cause you harm or damage. I will always protect Mr. Trump.? (emphasis added). 27. Importantly, at no time did Mr. Cohen claim Ms. Clifford did not have an intimate relationship with Mr. Trump. Indeed, were he to make such a statement, it would be patently false. 28. Because the agreement was never formed and/or is null and void, no contractual obligations were imposed on any of the parties to the agreement, including any obligations to keep information con?dential. Moreover, to the extent any such obligations did exist, they were breached and/or excused by Mr. Cohen and his public statements to the media. COMPLAINT clear, the attempts to intimidate Ms. Clifford into silence and ?shut her up? in order to ?protect Mr. Trump? continue unabated. For example, only days ago on or about February 27, 2018, Mr. Trump?s attorney Mr. Cohen surreptitiously initiated a bogus arbitration proceeding against Ms. Clifford in Los Angeles. Remarkably, he did so without even providing Ms. Cli?'ord with notice of the proceeding and basic due process. 30. Put simply, considerable steps have been taken by Mr. Cohen in the last week to silence Ms. Clifford through the use of an improper and procedurally defective arbitration proceeding hidden ?orn public View. The extent of 'Mr. Trump?s involvement in these efforts is presently unknown, but it strains credibility to conclude that Mr. Cohen is acting on his own accord without the express approval and knowledge of his client Mr. Trump. 31. Indeed, Rule 1.4 of New York Rules of Professional Conduct governing attorneys has required Mr. Cohen at all times to communicate all material information relating to the matter to Mr. Trump, including but not limited to ?any decision or circumstance with respect to which Trump?s] informed consent [was] required? and ?material developments in the matter including settlement or plea offers.? Moreover, this same Rule required Mr. Cohen at all times to ?reasonably consult with Trump] about the means by which [his] objectives are to be accomplished? and to ?keep Trump] reasonably informed about the status of the matter.? 32. Accordingly, unless Mr. Cohen ?agrantly violated his ethical obligations and the most basic rules governing his license to practice law (which is highly unlikely), there can be no doubt that Mr. at all times has been fully aware of the negotiations with Ms. Cli??ord, the existence and terms of the Hush Agreement, the payment of the $130,000.00conduit, and the recent attempts to intimidate and silence Ms. Clifford by way of the bogus arbitration proceeding. 33. Because there was never a valid ageement and thus, no agreement to arbitrate, any subsequent order obtained by Mr. Cohen and/or Mr. Trump in arbitration is of no consequence or effect. COMPLAINT FIRST CAUSE OF ACTION Declaratory Relief (Against all Defendants) 34. Plaintiff restates and re-alleges each and every allegation in Paragraphs 1 through 33 above as if fully set forth herein. 35. This action concerns the legal signi?cance, if any, of the documents attached hereto as Exhibit 1, entitled Con?dential Settlement Agreement and Mutual Release; Assignment of Copyright and Non-DisParagment [sic] Agreement, and Exhibit 2, entitled Side Letter Agreement. 36. California Code of Civil Procedure section 1060 authorizes declaratory relief for any person who desires a declaration of rights or duties with respect to one another. In cases of actual controversy relating to the legal rights and duties of the respective parties, such a person may seek a judicial declaration of his or her rights and duties relative to an instrument or contract, or alleged contract, including a determination of any question of construction or validity arising under the instrument or contract, or alleged contract. This includes a determination of whether a contract was ever formed. 37. An actual controversy exists between Plaintiff and Defendants as to their rights and duties to each other. Accordingly, a declaration is necessary and proper at this time. 38. Speci?cally, Plaintiff seeks an order of this Court declaring that the agreements in the forms set out in Exhibits 1 and 2 between Plaintiff and Defendants were never formed, and therefore do not exist, because, among other things, Mr. Trump never signed the agreements. Nor did Mr. provide any other valid consideration. 'He thus never assented to the duties, obligations, and conditions the agreements purportedly imposed upon him. 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, there is no agreement to arbitrate between the parties. 39. In the alternative, Plaintiff seeks an order of this Court declaring that the agreements in the forms set out in Exhibits 1 and 2 are invalid, unenforceable, and/or void under the doctrine of unconscionability. Plaintiff contends that, as a result, she is not bound by any of the duties, COMPLAINT obligations, or conditions set forth in Exhibits 1 and 2. Moreover, as a further result, there is . agreement to arbitrate between the parties. 40. In the further alternative, Plaintiff seeks an order of this Court declaring that the 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, there is no agreement to arbitrate between the parties. 41. Defendants dispute these contentions. 42. Accordingly, Ms. Clifford desires a judicial determination of her rights and duties with respect to the alleged agreements in the forms set out in Exhibits 1 and 2. PRAYER FOR RELIEF WHEREFORE, Plainti?? prays for judgment against Defendants, and each of them, declaring that no agreement was formed between the parties, or in the alternative, to the extent an agreement was formed, it is void, invalid, or otherwise unenforceable. ON THE FIRST CAUSE OF ACTION 1. For a judgment declaring that no agreement was formed between the parties, or in the alternative, to the extent an agreement was formed, it is void, invalid, or otherwise unenforceable. 2. For costs of suit; and 3. For such other and timber relief as the Court may deem just and pr0per. DATED: March 6, 2018 AVENATTI ASSOCIATES, APC MICHAEL J. AVENATTI Attorneys for Plaintiff COMPLAINT Exhibit 1 CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL ASSIGNMENT OF COPYRIGHT AND AGREEMENT THE 1.1 This Settlement ?Agreement and Mutual Release (hereinafter, this ?Agreement?) is made and deemed e??ective as of the day of October, 2016, by and between and/or DAVID DENNISON, D), on the one part, and PEGGY PETERSON, (PP), on the other part. and are pseudonyms whose true identity will be acknowledged in a Side Letter Agreement attached hereto as This Agreement is entered into with reference to the facts and circumstances contained in the following recitals. 2.0 RECIT 2.1 Prior to entering into this Agreement, PP came into possession of certain ?Con?dential Information? pertaining to DD, as more fully de?ned 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 ?Troperty?, each as more fully de?ned below but which all are included and attached hereto as Exhibit to the Side Letter Agreement). 2.2 PP claims that she has been damaged by alleged actions against her, including but not limited to tort claims proximately causing injtuy to her person and other related claims. DD denies all such claims. (Hereinafter Claims?). DD claims that he has been damaged by 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 Con?dential Infonnation relating to DD, all without the knowledge, consent or authorization of DD. PP denies all such claims. (Hereinafter Claims?). (0) The PP Claims and the DD Claims are hereina?er collectively referred to as ?The Released Claims.? 2.3 DD desires to acquire, and PP desires to sell, transfer and turn-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 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 directly nor indirectly disclose convey, transfer or assign Property or any Con?dential Information to any Third Party, as more fully provided herein. 2.4 It is the intention of the Parties that Con?dential Information, as de?ned herein, shall remain con?dential as expressly provided hereinbelow. The Parties expressly acknowledge, agree and understand that the Con?dentiality provisions herein and the Page!) at .171} remesentations and warranties made by PP herein and the execution by her ofthe Assignment Transfer of Copyright are at the essence of this Settlement Agreement and are a material inducement to 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 chime 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 Claims against PP as relates to PP having allowed, whether intentionally, unintentionally or negligen?y, anyone else other than those listed in section 4.2 herein below to become await: of the existmoe of and content of the Property, to have gained possession of the Property, and to having allegedly engaged in efforts to disclose, disseminate andfor commercially exploit the Images miller Property and/or Con?dential Information, and any harm suffered by DD there?'om. The Parties agree that the claims released include but are not limited to 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 of this 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 with each other or attempt to contact their respective families. This matter, the existence of this Settlement Agreement and its terms are strictly con?dential. 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 timber agree as follows: P'igcl it 3.0 SETTLEMEEI TERMS 3.0.1.1 EC. 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 Attorney?s Attorney Client Trust Account on or before 1600 hrs. PST on ?Gross Settlement Amount?). Attorney?s Wiring Instructions are: Bank Name: City National Bank Bank Address: 8641 Wilshire Blvd. Beverly Hills, CA 90211 ABA Routing No: 122016066 Bene?ciary Account Name: Keith M. Davidson Associates, PLC, Attorney Client Trust Account Bene?ciary Account No: 60010620] Bene?ciary Address: 8383 Wilshire Blvd. Suite 510 Beverly Hills, CA 90211 SWIFT Code: CTNA USGL 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 by PP. PP will do each of the following by 11/01/16: PP shall execute this Agreement and return a signed copy to DD: 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 counsel; (0) 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, faeebook posting or any other type of creation by DD. PP shall transfer all physical, ownership and intellectual property rights to (1) PP shall deliver to DD any and all non-privileged correspondence concerning or related to DD between PP and any 3rd party. PP shall not, at any time ?-cm the date of this Agreement forward, directly or indirectly disclose or disseminate any of the Property or any Con?dential Information (including con?rmation of the fact that it exists or ever existed, and/or con?rming any rumors as to any such existence) to any third party, as more fully provided herein. 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 be disclosed, displayed to, disseminated, transferred to, provided a copy to, and/or 2 50 $4 age mm?, 901d, licensed or otherwise sought to have commercial] 1 Property andlor any Con?dential Information. exp Dit? the Images andlor name so relates). PP shall-provide to counsel copies of any agreements andlor other documentation in possession, custody or control, if any, regarding and/or above, that evrdences who has or may have been provided a copy funnier consideration promises, covenants and consideration herein, PP hereby transfers and conveys to DD all of title and interest in and to the Property, and any and all physical and intellectual sell, assign, and transfer to DD, his successors and assigns, tlnoughout the universe in perpetuity, all of entire right, title, and interest (including, without limitation, 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 new human, 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-roms, DVD-toms, duplicates, outtake and the results of any other means of exhibiting, reproducing, storing, recording and/or archiving any of the Property or related material, together with all rights of action and claims for damages and bene?ts arising because of any infringement of the copyright to the Property, and assigns and releases to DD any and all other proprietary rights and usage rights PP my 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, condition or limitation, and agrees that PP reserves no right of any kind, nattne or description related to the Property and contents therein. Notwithstanding the foregoing, if any of the rights herein granted are subject to tennination under section 203 of the Copyright Act, or any similar provisions of the Actor 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 hereunder shall vest in DD immediately and shall remain vested in perp 'ty. DD shall have the right to ?rmly assign, sell, transfer or destroy the Pmperty as he desires. DD shall have the right to register sole copyright in and to any of the Property with the US Copyright Of?ce. DD shall also have the right, in respect to the Property, to add to, subtract horn, change, arrange, revise, adapt, mto any and all form of expression or tangible communication, and the right to cambme any of the Property with any other works of any kind and/or to create derivative works with any of?re 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 ofPP?s so-called ?moral rights? or ?jdrort moral? (laws for the protection of copyrights outside of the United States), if any, or any sun?ar rights under any principles of law which PP may now have or later have in the Property. With and in furtherance of the above, PP agrees to and shall execute and deliver to DD an Pages ?Assignment Transfer of Copyright?, in the form attached hereto as W. For greater certainty the foregoing assingent shall be applicable worldwide. 3.2.1 Notwi?tstanding 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 propose of the transfer of ?ghts is to provide DD the fallen possible ability and remedies to prevent and protect against any publication and/or dissemination of the Property. 3.3 of a Pro 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, cam/asses, paper art, digital copies, letters, prints, electronic data, ?lms, tapes, CD-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 fonnat of embodying information or data. Without limiting the generality of the foregoing, such tangible Property shall include all doomnents as de?ned by California Evidence Code ?250 which contain any of the Property. PP represents and warrants that the materials delivered pursuant to the terms ofthis 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 PPS 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 alter execution of this Agreement The retention of said Property by PP is a material breach of this agreement. 3.3.1 This dig-cement is conditioned on compliance with each and every term of the Settlement Agreement including Paragraph 3.3 and the personal veri?cation by DD or his attorney of the Imnges and that the Images are comprised of and captures the content previously represented to his counsel to exist and be captured therein text messages between PP and all ofwhich terms are essential and material. 4.0 CO RESE TIONS IES. 4.1 Winning. ?Con?dential Information" means and includes each and all of the following: . All intangible information pertaining to DD andfor his family, (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- mails, text messages, agreements, documents, audio or Images recordings, electronic data, and Phatosraphs,? Pro All intangible infonnation pertaining to the existence and content of the perry; Puget! All intangible private information (ts, information not generally available to and/or known by the general public) relating and/or pertaining to DD, including without limitation business informadon, familial information, any ofhis alleged sexual partners, alleged some] actions or alleged sexual conduct, related matters or paternity information, legal matters, contractual information, personal infomtion, private social life, lifestyle, private conduct, (all niformation/items in 4.1 and are sometimes collectively referred to as, Con?dential Information?); All tangible materials of any kind containing information pertaining to DD learned, obtained, participated or acquired by PP, including without limitation letters, agreements. docmnents, audio or Images recordings, electronic data, and photographs, canvas art, Met art, or artin any other form on any media. The Images and Photos and all information/items in 4.1(d) are collectively referred to as, the ?Property? and/or the ?Tangible Con?dential Infonnation?); 4.2 'vgge-nr 54: 1: - Qoniid_m_11gl' lg; ormation. PP esente and warrants that prior to entry into this Agreement, PP has directly or indirectly disclosed any Tangible an/or Intangible Con?dential Information any of the Property), to any Third Party, including without limitation disclosure or indirect disclosure of the content of such Con?dential Information in tangible form, other than the following persons or entities to whom PP has made such prior disclosures (herein Disclosed a) ?72:5 M05314 619/ b) #17414 c) a; (S I d) A Mumshall not be responsible for any subsequent public disclosure of any of the Con?dential Information attributable ?rmly to each of them; andlor not disclosed hereinebove as apreviously disclosed PP Disclosed hdividuals/Entities, and any such disclosure shall be deemed a breach of this Agreement by PP. For greater clarity, PP must not induce, promote or actively inspire anyone to disclose Con?dential Information PageS . a: f; 5, ansB DD. 'I'hofollowing 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: DD warrants and represents that, as relates to or in connection with any of attempts to sell, exploit audio: disseminate the Property to the date ofthis Agreement, DD and his cmmsel will refrain from ptusliing any civil action and/or (if) absent a direct inquiry from law enforcement, ?om disclosing 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 alter the 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 sole discretion, 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 disclose any of name to the authorities. 4.3.2 res 'ons ?e . ts . 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: PP agrees and warrants and represents that PP will permanently cease and desist from any efforts to and/or attempting to and/or engaging in and/or arranging the use, License, distribution, dissemination or sale of any of the Can?dential Information andlor Property, including any Tangible and/or Intangible Con?dential information created by or relating to PP agrees and warrants and represents that PP will permanently cease and desist from any posting or dissemination or display of the Con?dential Information, Tangible and/or Intangible Con?dential 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); (0) 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 the Con?dential Information, Tangible and/or Intangible Con?dential infonnation created by or relating to DD andlor Property, including any Text Messages, and/or as to any other personal details of or about or pertaining to DD and/orhis ihmily and/or friends and/or social interactions; PP agrees and warrants and represents that PP will pennanently cease and deeistfrom andwill not, atenytime, make any use oforreferenceto the name, image orlikeness Page? of DD in any manner whatsoever, including without lhnitation, through any print or' electronic media of any kind or nature for any purpose, including, but not limited to, on any websites; PP agrees and warrants and represents that any and all existing copies of the Images, Text Messages and any Property (other than as expressly speci?ed in paragraphs 32 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 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; PP warrants and represents that PP has not provided any copies, whether hard-cfpy or electronic copies, of the Property to anyone other than as speci?ed in paragraph 4.2 herein (3) PP warrants and represents that the information PP is obligated to provide pmsuant to the terms herein will be complete and truthful; PP warrants and represents that PP has not omitted or withheld any information that PP is obligated to provide pursuant to the terms herein; 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 eXpIoim?on of the Images and/or any Property and/or any Con?dential Information, Tangible and/or Intangible Con?dential 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 Con?dential Information or any Tangible and/or Intangible Con?dential information created by or relating to 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 By 2P Not to Disciosel Lise Con?dential Infomatign, Tangible and/or Intangible Con?dential 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 Con?dential Information or Tangible and/or Intangible Con?dential information created by or relating to DD to any person, group, ?rm 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 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 con?dentiality 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 con?dentiality obligations arising pmsuant to this Agreement, and any disclosure of Con?dential Information and/or Tangible and/or [17711916.- Con?dential mfonnation created by or relating to DD in connection with any such Page? proceeding or dispute shall constitute a breach of this Agreement. PP shall use their best efforts to prevent the unauthorized disclosure of Con?dential Information in connection with any such proceeding or dispute. 4.3.4 Any direct or indirect disclosure of Con?dential Information or Tangible and/or Intangible Con?dential information created by or relating to DD to any Third Party by PP anchor any of her representatives, heirs, agents, children, family members, relatives con?dante, advisors, eruployees, attorneys, unnsferors, transferees, successors or assigns, and/or any friend of any of PP (collectively Group?), after the date of this Agreement, shall be deemed a disclosure by PP in breach of the terms of this Agra-nut, entitling the non?breaching Party to all rights and remedies set forth herein. 4.3.5 PP separately and ?rrther 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, ?lm, script, Images tape, biography, documentary, whether written, oral, digital or visual, whether ?ctionalized or not, about the opposing Party to this Agreement or their family, whether truthful, Iandatory, defamatory, disparaging, deprecating or neutral, which discloses any Con?dential Information and/or which includes any description or depiction of any kind whatsoever whether ?ctionalized 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 A cut . 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, ?lm, 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 ?ctionalized or not, about DD or his family, whether huth?il, laudatory, dcihmatory, disparaging, deprecating or normal. PP further warrants and represents that PP has not and will not enter into any written or oral agreement with any third party purportedly reqtdring 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 con?rm the existence of this Settlement Agreement. 4.4 iscl 0f n?de 'al lion The Parties to this Agreement hereby magnize and agree that substantial e??ort and expense have been dedicated to limit the e?'orts of the press, other media, and the public to learn of personal and business a??airs involving DD. PP further acknowledges that any ?rture disclosure of Con?dential 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 con?dence, invasion of privacy, and a misappropriation of exclusive property rights, and may also constitute fraud and deceit. Some of the Con?dential Information may also constitute and include proprietary business information and trade secrets which have independent economic value. The Parties hereto acknowledge that any unauthorized use, dissemination or disclosure of Con?dential Information, or the fabrication and dissemination of false and/or misleading information, about DD would result in irreparable injury to him, and would be injlnious to a reasonable person, and/or would constitute an ians violation of the right of privacy or publicity, andlor would be injurious to his business, 8 ?14 age profession, person, family and/or career. The Parties acknowledge mar substantial and valuable property rights and other proprietary interests in the exclusive possession, omership and use of Con?dential Information, and recognizes and acknowledges that such Con?dential 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 WM. Notwithstanding the foregoing, PP shall only be-pemaitted to disclose Con?dential Information to another person or entity only if compelled to do so by valid legal process, including withom limitation a subpoena ducec tecum or similar legal compulsion, provided that PP shall not make any such disclosure unless PP has ?rst 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 tau 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 Con?dential Information. 5.0 5.1 Re ?es for Breac of ant. Bach breach or threatened breach (cg, conduct by PP re?ecting that said person intends to breach the Agreement), including without limitation by breach of any representation or warren by failing to deliver to DD all tangible Property as required, by the disclosure or threatened disclosure of any Con?dential 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 of Mom In the event an Arbitrator determines them has been a breach or ?treatcned breach of this Agreement by PP, PP shall be obligated to account to, and to disgorge and tum over to DD any and all monies, pro?ts, or other consideration, or bene?ts, which PP, or anyone on PP's behalf or at direction, directly or indirectly derive ?'om any disclosure or exploitation of any of the Con?dential Infonnation; and 5.1.2 W: PP agrees that any breach or violation of this Settlement Agreement by either of PP indivi ?y or the PP Group by his/her/their unauthorized disclosure of any of the Con?dential Information (as de?ned in paramaphs and to any Third Party, and/or any unauthorized exploitation or prohibited use of the same, mid/or by the breach of and/or by any false representations and wananties set forth in this Agreement, and/or any public disparagement of DD by PP (collectively, the Breech Terma"), shall result in substantial damages and injury to DD, the precise amount of which would be extremely dif?cult 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 monies or other consideration pursuant to paragraph 5.1.2, in the event an Arbitrator determines 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 One-Million Dollars as a reasonable and fair amount of liquidated damages to compensate DD for any loss or damage ?12: Pagc9 go. resulting from eac_h breach, it being mderstood 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 neural damages which DD will or might suffer ?om each breach of the terms of?ris Agreement and that this amount is not a penalty. Alternatively, at sole discretion, DD may seek to recover We; 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; ?trthermorc, any monies held in Trust by Attorney shall be frozen and shall not be disbursed to PP until the Arbitrator ?nally resolves the allegation of Breach. 5.1.3 WEE PP acknowledges and agrees that any unauthorized Wiesel-e to Third Parties of any Con?dential 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 Con?dential Information shall entitle DD to immediame obtain, either ?-om the Arbitrator and! or ?'om any other court of competent jurisdiction, an ex parte issuance of a restraining order and preliminary injunction or other similar relief (herein Relief?) without advance notice to any of PP, preventing the (?sclosure Or any further disclosure of Con?dential Infonnation protected by the terms hereof, pending the decision of the Arbitrator or Court. The Parties ?n?ther acknowledge and agree that in connection with any such proceeding, any Party may obtain ?om the Court or Arbitrator on an ex parte application or noticed motion without Opposition, an order sealing the ?le in any such proceeding, and the Parties stipulate to the factual and legal basis for issuance of an order sealing the ?le in any such proceedings. The rights and remedies set forth in this 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 mm In recognition of the mutual bene?vohmtary system of alternative dispute resolution which involves binding con?dential 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 con?dential Arbitration to the greatest extent permitted by law. Arbitration shall take place before JAMS ENDISPUTE pursuant to JAMS Comprehensive Arbitration Rules and Procedures (including Interim Measures) Rules?) and the law selected by DD, (such selection shall be limited to either, California, Nevada or Arizona), or before ACTION DISPUTE RESOLUTION SERVICES pursuant to the ADRS Rules (including Interim Measures) and the law selected by DD (whichever the claimant elects upon ?ling 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 existing in the jtnisdictlon selected by DD and the written discovery requests and of discovery shall be deemed to constinite Con?dential Information. The Arbitrator shall have the right to impose all legal and equitable remedies that would be available to any Party before any governmental dispute resolution forum or court of competent jurisdiction, including without limitation temporary, preliminary and permanent injunctive relief, compensatory damages, liquidated damages, accounting, disgorgement, speci?c performance, attorneys fees and costs, re Page 10 and punitive damages. It is understood and agreed that each of the Parties shall bear W113 own fees, expert foes, consulting fees, and o?rer litigation costs (ifany) ordinarily associated with legal proceeding taking place in a judicial forum, subject to the Arbitrator?s reassessment in favor of the prevailing party to the 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/shelit may have to a trial by judge or jury with regard to the matters which are required to he 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 MEIUAL 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, af?liated companies, employees, insurers and attorneys, absolutely and forever releases and discharges PP, individually, and all of heirs, and PP's attorneys, and each Releasees?), of and horn 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, facm, 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 Released Claims?). 6.2 Except for the rights and obligations of the Parties set forth in this Agreement, PP, for hers elf, and her representatives, agents, assigns, heirs, partners, companies, a?liamd companies, employees, insurers and attorneys, absolutely and forever release and discharge DD, individually, and each of his representatives, agents, assigns, heirs, partners, companies, af?liated companies, subsidiaries, employees, attorneys, successors, insurers, and each of them 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, item 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 Released Claims?), 63 The subject matter referredto in paragraphs 6.1 and 6.2, above (Le, 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 ?1542 of the 9131' Code of the State of California, which provides as follows: general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially a??ected his settlement with the debtor." Page 11 is 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 know or unknown, suspected or unsuspected. or avoidance of any doubt, by virule 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, a?liated 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 OF THIS 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 CEL 8.1 gm. 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 aclmowledges 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 cm], 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 sheJhe 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 bene?t of the Parties, the Releasces, and each of their respective successors and assigns and designees. 8.2 Election ofeithgr ?lling-mg, NM 9; Am na 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 election. W. In 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 lemming 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 limitation, legal fees and costs. Page 12 . . - nix-in. on. The Parties shall each bear their own costs, expert fees, attomeys? fees and other fees incurred in connection with the 8.4 ?v This Agreement cannot be modi?ed 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 0 "3'0 Seve ili eadin . 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 dra?ed by each of the Par?es hereto. Should any provision of this Agreement he 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 constming the terms of this Agreement as a whole according to their fair meaning. In the event that any provision hereof is deemed to be iltegal or unenforceable, such a detcrmination shall not affect the validity or enforceability of the remaining provisions thereof, all ofwhich shall remain in ?rll force and e??ect. Notwithstanding the foregoing, it? 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 low. The captions appearing at the commencement of certain paragraphs herein are descriptive only and for convenience of reference. Should there be any con?ict 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 governEach ofthe 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?re Parties represents, acknowledges, and declares that shelhc has care?rlly read this Agreement, knows and understands this Agreement?s contents, and signs this Agreement freely, voluntarily, and without either coercion or duress. Each of the Parties roprecents and warrants that she/he is fully competent to manage his/her business affairs, and that shefhe has full power and authority to execute this Agreementthe 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 Eggher Execution. In order to carry out the terms and conditions Agreement, PP agrees to execute, upon reasonable request, any and all documents and instruments necessary to effectuate the terms of this Agreement. 8.8 Any notice, dede 0r request that one Party desires, or is required to give (including senrice of any subpoena, court pleadings, summons and/or complaint), to the other Party must be commrmicated to the other Party by using their reapecn've contact information below, by both e-mail or facsimile; 912g (ii) telephone. Either Party may change his or her contact information by notifying the other Party of said change(s) plusuant to the applicable terms herein. Pach 8.8.1 To D2 as follows: 8.8.2 Io PPI as follows: KEITH M. DAVIDSON, ESQ. 8383 W?shire Boulevard, Suite 510 Beverly Hills, CA 90211 tel. 323.658.5444 fax. 323-658-5444 e-mail: keith@KmdLaw.com one and the same instrument. Any executed copies or signed counterparts of this Agreement, the Declaration, and any other docmenta?on may be executed by scannedfprinted copies of signatures and/or facsimile signamres, which shall be deemed to have the same force and effect as if they were original signatures. IN WITNESS WHEREOF, by their signatures below, the Parties each have approved and executed this Agreement as of the e?'ective date ?rst set forth above. DATED: 2016 ?h on ,2016 wll'l'lfl?l I. #35: 5 RICA JACKSON Noiary Public. State of teams COmm. Expires 01 414-2020 1 $441.? a ?0 2016 1 I ?Diary ID {30483626 54"! . .21 -. age 14 51'. DATED: 2015 DATED: 2016 DATED: (91(15 2016 Keit? M. Daviason. 13mm As?oForm: Attorney for DD As toForm: Altomey for WM. Mam I Page 15 Exhibit 2 EXHIBIT TO THE CONFIDENTIAL SETTLEMENT AGREEMENT AND ASSIGNMENT OF COPYRIGHT AND NON- DISPARAGMEN AGREEMENT SIDE LETTER AGREEMENT DATED my? l2016. To Whom It May Concern: This Side Letter agreement is entered into by and on behalf of the Parties with respect to the Con?dential Settlement Agreement and Mutual Release entered into by and between them on or about a 3/ 2016 ("Settlement Agreement"), in which Stephanie Gregory Clifford a.k.a is referred to by the pseudonym, and is referred to by the pseudonym It is understood and agreed that the true name and identity of the person referred to as PEGGY PETERS ON in the Settlement Agreement is Stephanie Gregory Cli?'ord aka. 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 identi?ed herein. It is understood and agreed that the true name and ide to as in the 3611131118313 Agreement is 311d that any refere DAVID DENNISON sh deemed the same thing as referring tom by his true name as identi?ed herein. It is understood and agreed thatthe - the Settlement Agreement is L. and that any fer-no or de;:u -tion to EC referring to identi?ed herein. It is further acknowledged and agreed by the parties that notwithstanding me provisions of Paragraph 7.1 of the Settlement Agreement (which provides that the 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 agreements and discussions pertaining to the matters herein), this Side Letter agreement shall be deemed part of the agreement between the Parties. Accordingly, Paragraph 7.1 of the Settlement Agreement is hereby amended via supplanting to provide as follows: "1.1.1 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 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 ?nther agreed that this Side Letter agreement shall Utmstituhc Con?dential Information as de?ned in the Settlement Ageement, 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 ofthis Side Letter agreement or any portion hereof shall constitute a material breach of the con?dentiality provisions of the Settlement Agreement. It is further agreed that neith 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 elm-cement. FOR AVOIDANCE OF DOUBT, THE PARTIES HERETO AGREE AND CONFIRM THAT THIS SIDE LETTER AGREEMENT IS DEEMED EYES 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 saute force and effect as if they were originals. By si belo each of the Parties signi?es their agreement to the terms hereof resP 've counsel signify their approval as to the form of this letter ,1 [/35 or PE PETERSON a?a. Stephanie Gregory da Clifford a.k.a. Stormy Daniels ??1117.? ERICA JACKSON 5?95 Notorv Public. Slain at Texas Comm. Expires 01-04-2020 Notary no ?04836126 DAVID DENNISON a.k.a. date 4%J/n Keith M. na?di?i?nsq. date dae APPENDIX 2 From: Midlaal Cohen Wm Subject: Fwd: FW: ?rst Republlc Bank Transfer Date: October 26, 2016 1:51:11 PM Forwarded message From: Michael Cohen ?Mammal? Date: Wed, Oct 26, 2016 at 4:49 PM Subject: FW: First Republic Bank Transfer To: From: Rnppaport, Elizabeth Sent: Wednesday, October 26, 2016 4:15 PM To: Michael Cohen Subject: RE: First Republic Bank Transfer Good Anemoen Mr. Cohen. The funds have been deposited into your checking account ending in x1897. Best. Lizzy Elizabeth Rappaport Assistant to Gary Fan-o First Republic Bank 1230 Ave of the Americas, 3rd Floor New York, NY 10020