Case Document 2 Filed 03/26/18 Page 1 of 23 UNITED STATES DISTRICT COURT - SOUTHERN DISTRICT OF NEW YORK .. 32 JESSICA DENSON . CV -against~ COMPLAINT DONALD J. TRUMP FOR PRESIDENT, INC. 1 8 I. BASIS FOR JURISDICTION Diversity of Citizenship The plaintiff, Jessica Denson, is a citizen of the State of California. The defendant, Donald J. Trump for President, Inc, is a citizen of the Commonwealth Of Virginia, and has its principal place of business at 725 Fifth Avenue, New York, New York 10022. H. PARTIES A. Plaintiff Jessica M. Denson 3925 Big Oak Drive, #4 Los Angeles County, Studio City, CA 91604 (310) 927-2300 B. Defendant Donald J. Trump for President, Inc. 725 Fifth Avenue New York County, New York, NY 10022 STATEMENT OF CLAIM Place of occurrence: New York, NY Dates of occurrence: August 18, 2016 Present FACTS: On August 18, 2016, the Plaintiff was offered employment with the Defendant as a National Phone Bank Administrator. That Offer of employment was conditioned on Plaintiff signing a Non-Disclosure Agreement (see Exhibit A). The key operative provision of Case Document 2 Filed 03/26/18 Page 2 of 23 the NDA was that the Plaintiff was not to disclose, disseminate, or publish any ?con?dential information,? which was defined as ?all information of a private, proprietary or con?dential nature or that Mr. Trump insists remain private or con?dential, including, but not limited to, any information with respect to the personal life, political affairs, and/or business affairs oer. Trump or of any Family Member. . . By its terms, the NDA is governed by the laws of the State of New York. The Plaintiff was not required to sign an employment agreement. On No?vember 14, 2017, the an employment discrimination and defamation lawsuit against Donald J. Trump for President, Inc. in New York Supreme Court (101616?17) (see Exhibit B). The case alleges, inter alia, that during the Plaintiff 3 employment by the Defendant, she was discriminated against, harassed, and made subject to a hostile work environment, as well as defamed and subject to the intentional in?iction of emotional distress. The complaint in the state action contains no allegations whatsoever pertaining to the personal life or business affairs of Donald Trump or any of his family members or businesses. The complaint relates solely to unlawful actions taken, and statements made, by various employees of the Defendant during the course of Plaintiff?s employment. The Defendant, under the arbitration provision of the NDA, submitted a demand for arbitration with the American Arbitration Association on December 20, 2017 (case 01-07-0007-6454), seeking a ruling that the Plaintiff?s state court lawsuit is a breach of the NDA (see Exhibit C). CLAIMS: The Plaintiff is seeking a declaratory judgment from this Court declaring that the NDA is uneni?brceable to the extent it is utilized, as here, to thwart or prohibit the assertion of legal rights in a lawsuit. Thus, the NDA is void because it violates public policy. The NDA is also void because its definition of ?confidential information? is so vague and overly broad that it fails to place employees who are required to sign the NDA on notice of what information is ?confidential.? In effect, the Defendant has weaponized the NDA by using it as a club to thwart and chill employees? assertion that Defendant has violated their legal rights in the course of their employment by Defendant. IV. RELIEF The Plaintiff seeks declaratory relief that the NDA is void and unenforceable. V. CERTIFICATION AND WARNINGS By signing below, I certify to the best of my knowledge, information, and belief that: the complaint is not being presented for an improper purpose (such as to harass, cause unnecessary delay, or needlessly increase the cost of litigation); (2) the claims are supported by existing law or by a non-frivolous argument to change existing law; (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery; and (4) the complaint otherwise complies with the requirements of Federal Rule of Civil Procedure 1 1. Case Document 2 Filed 03/26/18 Page 3 of 23 I agree to notify the Clerk?s Of?ce in writing of any changes to my mailing address. I understand that my failure to keep a current address on ?le with the Clerk?s Of?ce may result in dismissal of my case. March 26, 2018 Sica M. Denson 3925 Big Oak Drive, #4 Los Angeles County, Studio City, CA 91604 (310) 927?2300 . . - . .. .1 a. Case Document 2 Filed 03/26/18 Page 4 of 23 AGREEMENT You have requested that the entity signing below (the ?Company?) engage you (as an employee or an independent contractor, as applicable) to perform services, or an independent contractor that employs you has requested to be engaged by Company to perform services and you desire in your capacity as an employee of such independent contractor to perform all or a part of such services. You have made the promises and agreements set forth below in order to induce the Company to accept your or your employer?s, as applicable, offer of engagement and to permit you, in the applicable capacity, to perform all or a portion of the subject services. Those promises and agreements are part of what the Company is receiving in exchange for agreeing to engage you or your employer, and to permit you to perform all or a portion of the subject services, and the Company is relying on your ful?llment of these promises and agreements. Any initially capitalized terms that are not de?ned when used in this agreement are de?ned in paragraph 6 below. 1. No Disclosure of Con?dential Information. During the term of your service and at all times thereafter you hereby promise and agree: a. not to disclose, disseminate or publish, or cause to be disclosed, disseminated or published, any Con?dential Information; b. not to assist others in obtaining, disclosing, disseminating, or publishing Con?dential Information; 0. not to use any Con?dential Information in any way detrimental to the Company, Mr. Trump, any Family Member, any Trump Company or any Family Member Company; d. not to save, store or memorialize any Con?dential Information (including, without limitation, incorporating it into any storage device, server, Internet site or retrieval system, whether electronic, cloud based, mechanical or otherwise) except as may be expressly required in connection with the performance of services to the Company; e. to provide the Company with written notice of any legal obligation to disclose any Con?dential Information as soon as you become aware of such obligation, (ii) not make any disclosure notwithstanding such obligation until the Company (or the appropriate Trump Person) has had a reasonable opportunity to seek an appropriate protective order or similar relief, fully cooperate and join with the Company (and the appropriate Trump Person) in any request for a protective order or similar relief, (iv) exercise all reasonable efforts to obtain reliable assurance that con?dential treatment will be accorded such Con?dential Information in the event- no such protective order or similar relief is obtained, whether because it has been denied or because the Company (or the appropriate Trump Person) has elected not to seek it, and (iv) under all circumstances, not furnish any greater portion of the Con?dential Information than you are advised by counsel is absolutely legally required to be disclosed by you or furnish any Con?dential Information to any individual, company Or governmental entity other than the one to whom or to which you are absolutely legally required to disclose it; and 1 nage Case Document 2 Filed 03/26/18 Page 5 of 23 f. upon the request, whenever made, of the Company, return to the Company all Con?dential Information furnished to you, together with all copies, abstracts, notes, reports, or other materials furnished to, or otherwise obtained by, you or prepared by you or on your behalf, without retaining copies, extracts or other reproductions, whether physical, electronic, cloud based or otherwise, in whole or in part, (ii) destroy all documents, memoranda, notes or other writings prepared by you or anyone on your behalf that are based upon the Con?dential Information, and acknowledge such destruction in writing to Company. The foregoing provisions each apply to Con?dential Information and disclosure, dissemination, publication, use and effort to help others obtain, saving, storing and memorializing of Con?dential Information, as applicable, by any means of expression, including but not limited to verbal, written, or visual, (ii) whether or not preserved in any medium now known or hereafter discovered or invented, including but not limited to audio recording of any type, written text, drawing, photograph, ?lm, video, or electronic device, in any manner or form, including but not limited to any book, article, memoir, diary, letter, essay, speech, interview, panel or roundtable discussion, image, drawing, cartoon, radio broadcast, television broadcast, video, movie, theatrical production, Internet website, e-mail, Twitter tweet, Facebook page, or otherwise, even if ?ctionalized, (iv) in any language, or in any country or other jurisdiction (collectively, the ?Restricted Means and Contexts?). 2. No Disparagement. During the term of your service and at all times thereafter you hereby promise and agree not to demean or disparage publicly the Company, Mr. Trump, any Trump Company, any Family Member, or any Family Member Company or any asset any of the foregoing own, or product or service any of the foregoing offer, in each case by or in any of the Restricted Means and Contexts and to prevent your employees from doing so. 3. No Competitive Services. Until the Non-Compete Cutoff Date you promise and agree not to assist or counsel, directly or indirectly, for compensation or as a volunteer, any person that is a candidate or exploring candidacy for President of the United States other than Mr. Trump and to prevent your employees from doing so. 4. No Competitive Solicitation. Until the Non?Solicitation Cutoff Date you promise and agree not to hire or solicit for hiring, or assist any other person, entity or organization to hire or solicit for hiring, any person that is an independent contractor of, employee of an independent contractor of, or employee of Company or any other Trump Person and who at any time provides services for the project or objective for which you or your employer, as applicable, are being engaged. 5. No Competitive Intellectual Property Claims. During the term of your service and at all times thereafter you promise and agree never to assert any rights to any intellectual property that includes the name ?Trump,? is owned by or associated with the Company, Mr. Trump, any Trump Company, any Family Member or any Family Member Company, for example, without limitation, any name, likeness, voice, or image of Mr. Trump or any Family Member, or any logo, motto or phrase created, developed or commonly associated with any'of them, or is developed in connection with the project or objective for which your services are ZiPage Case Document 2 Filed 03/26/18 Page 6 of 23 being engaged (all of which will be deemed a ?work made for hire? or will be assigned by you to us). 6. De?nitions. As used in this agreement, the following de?nitions apply: a. ?Confidential Information? means all information (whether or not embodied in any media) of a private, proprietary or con?dential nature or that Mr. Trump insists remain private or con?dential, including, but not limited to, any information with respect to the personal life, political affairs, and/or business affairs of Mr. Trump or of any Family Member, including but not limited to, the assets, investments, revenue, expenses, taxes, ?nancial statements, actual or prospective business ventures, contracts, alliances, af?liations, relationships, af?liated entities, bids, letters of intent, term sheets, decisions, strategies, techniques, methods, projections, forecasts, customers, clients, contacts, customer lists, contact lists, schedules, appointments, meetings, conversations, notes, and other communications of Mr. Trump, any Family Member, any Trump Company or any Family Member Company. b. ?Family Member? means any member of Mr. Trump?s family, including, but not limited to, Mr. Trump?s spouse, each of Mr. Trump?s children and grandchildren and their respective spouses, including but not limited to Donald J. Trump Jr., Eric F. Trump and Ivanka M. Trump, Tiffany Trump, and Barron Trump, and their respective spouses, children and grandchildren, if any, and Mr. Trump?s siblings and their respective spouses and children, if any. c. ?Family Member Company? means any entity, partnership, trust or organization that, in whole or in part, was created by or for the bene?t of any Family Member or is controlled or owned by any Family Member. ?Non-Compete Cut Off Date? means the date the current US presidential election cycle is over or, if earlier, the date Mr. Trump announces that he will not run or will no longer run for the Presidency of the United States of America in the current US. presidential election cycle. e. ?Non?Solicitation Cutoff Date? means the Non-Compete Cut Off Date. f. ?Trump Company? means any entity, partnership, trust or organization that, in whole or in part, was created by or for the bene?t of Mr. Trump or is controlled or owned by Mr. Trump. g. ?Trump Person? means each of Mr. Trump, each Family Member, each Trump Company (including but not limited to the Company) and each Family Member Company. 7. Remedies for Breach of this Agreement. a. Consent to Injunction. A breach of any of your promises or agreements under this agreement will cause the Company, Mr. Trump and each other Trump Person irreparable harm. Accordingly, to the extent permitted by law, and WithOut 'waiving any other rights or remedies against you at law or in equity, you herebyconsent to the entry of any order, without prior notice Case Document 2 Filed 03/26/18 Page 7 of 23 to you, temporarily or permanently enjoining you from violating any of the terms, covenants, agreements or provisions of this agreement on your part to be performed or observed. Such consent is intended to apply to an injunction of any breach or threatened breach. b. Agreement to Indemnify. You hereby agree to indemnify, defend (with counsel acceptable to the Trump Person you are defending) and hold harmless each Trump Person from and against any claim, demand, suit, proceeding, damages, cost, loss or expense of any kind or nature, including but not limited to reasonable attorneys? fees and disbursements, incurred by any Trump Person as a consequence of your breach of any of your promises or agreements in this agreement. 0. Damages and Other Remedies. Notwithstanding anything to the contrary, each Trump Person will be entitled to all remedies available at law and equity, including but not limited to monetary damages, in the event of your breach of this agreement. Nothing contained in this agreement will constitute a waiver of any Trump Person?s remedies at law or in equity, all of which are expressly reserved. d. Third Party Bene?ciaries. Mr. Trump and each Family Member, Trump Company and Family Member Company is an intended third party bene?ciary of this agreement. Without limiting the preceding sentence, Mr. Trump, each Family Member, Trump Company and Family Member Company, in addition to the Company, will be entitled to the bene?t of this agreement and to enforce this agreement. 8. Resolution of Disputes. a. Governing Law; Jurisdiction and Venue. This Agreement is deemed to have been made in the State of New York, and any and all performance hereunder, breach hereof, or claims with respect to the enforceability of this agreement must be interpreted and construed pursuant to the laws of the State of New York without regard to con?ict of laws or rules applied in the State of New York. You hereby consent to exclusive personal jurisdiction and venue in the State of New York with respect to any action or proceeding brought with respect to this agreement. b. Arbitration. Without limiting the Company?s or any other Trump Person?s right to commence a lawsuit in a court of competent jurisdiction in the State of New York, any dispute arising under or relating to this agreement may, at the sole discretion of each Trump Person, be submitted to binding arbitration in the State of New York pursuant to the rules for commercial arbitrations of the American Arbitration Association, and you hereby agree to and will not contest such submissions. Judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction. c. Prevailing Party Fees. Any court judgment or arbitration award shall include an award of reasonable legal fees and costs to the prevailing party. (1. Interpretation and Representation by Counsel. This agreement has been drafted on behalf of the undersigned only as a convenience and may not, by reason of such action, be construed against the undersigned. Each of the parties has had the opportunity to be and/or 4 Ptage Case Document 2 Filed 03/26/18 Page 8 of 23 has elected not to be, represented by counsel, (ii) has reviewed each of the provisions in this agreement carefully and has negotiated or has had full opportunity to negotiate the terms of this agreement, speci?cally including, but not limited to Paragraph 7 hereof. You waive any claims that may be available at law or in equity to the effect that you did not have the opportunity to so consult with counsel. e. No Waiver. Neither the failure or delay to exercise one or more rights under this agreement nor the partial exercise of any such right, will be deemed a renunciation or waiver of such rights or any part thereof or affect, in any way, this agreement or any part hereof or the right to exercise or further exercise any right under this agreement or at law or in equity. 9. Miscellaneous. Modi?cations. No change or waiver of the terms, covenants and provisions of this agreement will be valid unless made in writing and signed by the undersigned. Relationship. Nothing herein contained is intended to, nor shall it be construed as, re?ecting any employer-employee or independent contractor relationship between you and the undersigned or any other individual or entity. Counterparts. This agreement may be executed in any number of counterparts, all of which taken together will constitute one and same instrument. Delivery of an executed signature page of this this agreement by facsimile transmission or .pdf, .jpeg, .TIFF, or other electronic format or electronic mail attachment will be effective as delivery of an original executed counterparty hereof. 10. Survival. This agreement will survive the expiration, cancellation or termination of any employment or independent contractor relationship that you may have with the Company or with any individual, entity, partnership, trust or organization that the Company has engaged. Donald J. Trump for President Name: LUCIA CASTELLANO Title: HR DIRECTOR JESSICA MARIE DENSON ACKNOWLEDGES THAT SHE HAS READ AND UNDERSTOOD THIS AGREEMENT, AND AGREES TO COMPLY WITH THE FOREGOING WHICH CREATES A VALID AND BINDING LEGAL OBLIGATION ON HER. Jessica Ma 'e nson Signature: . Name: Jessw arie Densorr/ Address? 8306 Wilshire Blvd. #310 Beverly Hills, CA 90211 Sli?agaw Page I of 13 101616,. 1: 18- c-v- -O-2690 JMF Document 2 Filed 03/26/18 Page 9 of 23 . [Print in black ink all areas in bold letters. This summons must be served with a complaint] SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK . summons diSSlC36 Damon . . I - lndex Number {your name(s)] Plaintif?s) ?9 against - Date Index Number purchased Denat?d?ru my {for \nc . {name(s) of party being sued] - Defendant(s) the Person(s s) Named as Defendant(s) above: PLEASE TAKE NOTICE THAT YOU ARE HEREBY I. IUMMONED to answer tl Ie complaint of the plaintif?s) herein and to serve a copy of your answer on the plaintiff(s) at the address indicated below within 20 days after service of this Summons (not counting the day of served, its: elf) or within 30 days after service is complete if the Summons is not delivered personali'y to you within the State of New York YOU ARE HEREBY NOTIFIED THAT should you fail to answer a judgment will be e. .tered against You by default for the relief demanded in the WL Danted1N0V'vmvw cl 20151 Weigh your name} {date of summons] - 11113961: DWSOVI 0 [print your name] Lucy? ?sumo - 05- _SuLte ttq' . ?0 Greas?g?m whiteness .03 7131.3; ?9253 .. . _.--fyoure.: Edress(es telephone number(s)] .Cr- Indamrs) Egglg? Trump 4?m- l?NSIden-L, MC -l1n Me. .. New York; NY 10017; [address(es) of defends-linen Plainti?Ys) designate-(s) New York County as the place of trial. The basis of this designation is; [check box that applies] Plaintif?s) reeldenoe in New York County MSefendan?s) residence in New York County [It Other [See CPLR Article 7-05, Prinled: Case - - 213?? . ENTERNATIGNAL CENYRE COMMERCIAL ARBITRATWN RULES Agg?gi?gg? {>1st 1 Ntbmunom DEMAN FQ For. Cansumer or Employment cases, piease visit for appropriate farmsg You are hereby notified that a copy bf bur arbitration agreement and this demand are ?b?irh'g 13.1961 M2111 {haAmerican Arbitration Association-with a request that commence administratio? dike-arbitration. ?fhe wilt pmvide noting! of?yn?u'r appmtumgy'tc an answering statement. Name. bf Responde-n'tr' JENSICA Name of Address: . . Name of Firm (if?applicabie): 1060 W- Pipeline Road, Suite. 1; .10- - City: yams; State; TX 'Zip?Cadei'V?esa City: i State; Zip Code: ,Phqne No; .9?2?249w8253' Fax-No; I Phone NC: 31:32me Email Address: Emaii Anidress; The namedciaimantj, apar?ty-taan arbitration.2392-9222219 nt?which prin?id'e's for arbitrati'o?h: underfche' CommerciafArbitrati'anRaises- of the American Arbitratim'x ASS?ezia?t'id?, hareby demahds arbitration. Brief Descriptich of'th?e 9322522229: A brief?dascript?ion Of'the dispute is attached as Exhibit A A (3211.222 R6591 Sought 7 7 121 Attorneys Fees; 12] l'nte'test 12:1 Arbitm?on Gmts? Qt??r of Claim: Amqujnt enclosed; "11000.00 in accordan?e With Fee' Schedul'e: Fl'e?xibfe'F'ee Sizi??edule. [i1 Standard Fee Scheduia? Please; riamribe'the auafi?catiicms 512011ku For arbitraaca?r153'tozb'e appointed 20? hear-this dispute; Cammemial law wali?catiens. Hearing locale: (checkone) Requestedi'by-Claimant mealepr?ovision inciudedin the comract Estum?ate'd time neaded for Type-of Busfnw; CEMmant?: (Emigration ham or .. day. .mdmdual? - agitatio?mox-?their ma?tm?mg sharehgider?grpam?nt .camppany co?'nt?es than 93?? No- Datei-- 222-202-117 ?game 13912221.de I??r Name Of Lawrence?S., Ad?i'ress?oibe Withth'N'ameof?irm?f aPpiiltabl'e'? .725 Fifth-Avenue Lu? Repres?matiYN-E? Address: ?AD'Wail Street; 32ndi?Eloar c2222.: 2222.22!er 2152;222:222 NY Kip-war: 202,22. Ci'tNNewYmY "State-1 NY . Zip-Code:- 292222. Pb?neryz I Fax No.2 Phones No2: 21243024322- ?Fax; Nix: EN?saiLAddressN 22.2 begin?r?w?idi?gg Neaee'send: a coma-22222; Dem?nd 221.22.221259-12222 22:2 pro-22222222221225.2222 the to: .Am?riCanArbitratim Association; Caste Filing Servicesk Lawgi ?ak: Road, Atzthe-s?iami-z time, s?endmei?rigmal B?gmand t'O' the: Please. Visit, our 2229195229 jifyou wpuidl?ke- ta {?athiscas?wahiina. ?Case, Sen/ices c?a?n? be watched Case Document 2 Filed 03/26/18 Page 23 of 23 EXHIBIT A Donald J. Trump for President, Inc. v. Jessica Denson Respondent breached con?dentiality and non-disparagement obligations contained in a written agreement she executed during her employment with claimant Donald J. Trump for President, Inc. She breached her obligations by publishing certain con?dential information and disparaging statements in connection with a lawsuit she filed against claimant in New York Supreme Court. Claimant is seeking compensatory damages, punitive damages, and all legal fees and costs incurred in connection with this arbitration.