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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Agreement”), is made this ___ day

of May, 2019, by and between Alice Bahar (“Plaintiff”) and Abraham Sanieoff, Charlet Sanieoff,

25 Grove Street LLC, Leor Sabetfard, Matthew Sabetfard, and Eliza Sabetfard (collectively, the

“Defendants”). Plaintiff and Defendants are collectively referred to herein as the “Parties” and

each a “Party.”

WHEREAS, on or about January 11, 2018, Plaintiff commenced an action by Summons

with Notice, entitled Alice Bahar v. Abraham Sanieoff, et al., in the Supreme Court of New

York, New York County, Index No. 150328/2018 (the “Action”).

WHEREAS, on or about January 30, 2019, Plaintiff filed a Verified Complaint in the

Action asserting claims against the Defendants for Intentional Infliction of Emotional Distress,

Negligent Infliction of Emotional Distress, Prima Facie Tort, Stalking, Cyberstalking,

Harassment and Aggravated Harassment, Sexual Discrimination Against Employee Under

NYHRL, Sexual Harassment of Non-Employee Independent Contractor Under NYHRL,

Employment Discrimination and Retaliation Under NYHRL, Sexual Discrimination Against

Employee under New York Administrative Code, Intentional Interference with Contractual

Relationship, and Tortious Interference with Prospective Economic Advantage.

WHEREAS, on or about February 27, 2019, Defendants answered Plaintiff’s Verified

Complaint in the Action, asserted counterclaims for Intentional Infliction of Emotional Distress,

Negligent Infliction of Emotional Distress, and Tortious Interference with Business Relations,

and moved to dismiss eight of the twelve counts in Plaintiff’s Verified Complaint.

WHEREAS, on or about March 14, 2019, the Court entered an Order holding Plaintiff in

contempt based on a finding that Plaintiff’s willful violation of the Court’s June 14, 2018

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Stipulation and Order “did actually defeat, impair and prejudice the rights and remedies of

defendant[s].” (NYSCEF Doc. No. 51). As a sanction for the finding of contempt, the Court

ordered “that plaintiff is directed to pay defendants’ reasonable costs, expenses and legal fees, in

connection with bringing this motion for civil contempt in the amount of $6,709.00.” (Id.)

WHEREAS, on or about April 1, 2019, Plaintiff filed a Motion for Leave to File a

Proposed First Amended Verified Complaint.

WHEREAS, on or about April 18, 2019, Plaintiff filed an Answer to the Counterclaim.

WHEREAS, in order to avoid the disruption and additional expense of further litigation,

the Parties have agreed to settle all of their disputes as against each other, including, without

limitation, the claims set forth in the Plaintiff’s Verified Complaint, Plaintiff’s Proposed

Amended Verified Complaint, and Defendants’ Counterclaim.

NOW, THEREFORE, in consideration of the foregoing recitals, promises, covenants,

and agreements set forth herein, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Parties do hereby covenant and agree as

follows:

1. Settlement Payment. Within [___] days of the complete execution of this

Agreement, Defendants shall pay Plaintiff the sum [________]. Said amount is in exchange for

and in consideration of all agreements contained herein, and is to be paid [insert payment details]

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2. Dismissal of the Action. Within five (5) business days of receipt of the $______

settlement payment referenced in paragraph 1 above, Plaintiff shall cause her attorneys to file a

stipulation of dismissal dismissing the Verified Complaint and Verified Counterclaim with

prejudice and without costs in the form attached hereto as Exhibit A; except, however, the Court in

the Action shall retain jurisdiction to handle any disputes relating to this Agreement and/or the

enforcement of the Permanent Injunction described in paragraph 13 hereof. The rights and

obligations of the parties under the Permanent Injunction described in paragraph 13 hereof shall

survive the dismissal of the Verified Complaint and Verified Counterclaim and will remain in full

force and effect.

3. Release and Dismissal of Claims by Plaintiff. In consideration of the mutual

promises contained herein, Plaintiff does hereby, on behalf of herself and her heirs,

administrators, beneficiaries, assigns, executors, and attorneys, knowingly, voluntarily and

unconditionally release, waive, give up, and forever discharge Abraham Sanieoff, Charlet

Sanieoff, Leor Sabetfard, Matthew Sabetfard, Eliza Sabetfard, and 25 Grove Street LLC, and any

and all of their members, managers, agents, servants, present and former employees,

representatives, officers, and directors, insurers, heirs, successors, and assigns or any of their

predecessor or successor entities, both jointly and individually, and both in their personal and

official capacities (collectively, the “Defendant Releasees”), from any and all claims, demands,

damages, debts, liabilities, obligations, contracts, agreements, causes of action, suits and costs, of

whatever nature, character or description, whether known or unknown, suspected or unsuspected,

anticipated or unanticipated, which Plaintiff may have or may hereafter have or claim to have

against the Defendant Releasees from the beginning of time through the date of this Agreement,

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including, without limitation, all claims for harassment, sexual harassment, interference with

business relations, fraud, misrepresentation, intentional and negligent infliction of emotional

distress, violation of civil rights, defamation, conspiracy, claims under the laws of the State of New

York or the City of New York or similar laws of any other jurisdiction, including the New York

State Human Rights Law, claims for discrimination based on race, color, national origin, ancestry,

sex, religion, marital status, veteran status, medical condition, age and/or disability under federal or

state law, including, but in no way limited to, any claim under Title VII of the Civil Rights Act of

1964, the Civil Rights Act of 1991, the Family and Medical Leave Act (“FMLA”), the Americans

with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Equal

Pay Act (“EPA”), the Genetic Information Nondiscrimination Act (“GINA”), all “whistleblower”

claims, including those under the New York Labor Law § 740, and/or any and all other federal or

state laws relating to employment, discrimination, harassment, or interference with an employment

relationship. It is Plaintiff’s intention to release any and all claims of every type, nature and kind

that she may have against the Defendant Releasees, through the date of this Agreement, to the

fullest extent allowed by law.

4. Release and Dismissal of Counterclaims by Defendants. In consideration of the

mutual promises contained herein, Defendants do hereby, on behalf of themselves and their

heirs, administrators, beneficiaries, assigns, executors, and attorneys, knowingly, voluntarily and

unconditionally release, waive, give up, and forever discharge Alice Bahar and any and all of her

heirs, administrators, beneficiaries, representatives, assigns, executors, and attorneys

(collectively, the “Plaintiff Releasees”), from any and all claims, demands, damages, debts,

liabilities, obligations, contracts, agreements, causes of action, suits and costs, of whatever

nature, character or description, whether known or unknown, suspected or unsuspected,

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anticipated or unanticipated, which Defendants may have or may hereafter have or claim to have

against the Plaintiff Releasees from the beginning of time through the date of this Agreement,

including, without limitation, all claims for intentional and negligent infliction of emotional

distress, defamation, claims under the laws of the State of New York or the City of New York or

similar laws of any other jurisdiction, and interference with business relations. It is Defendants’

intention to release any and all claims of every type, nature and kind that they may have against

the Plaintiff Releasees, through the date of this Agreement, to the fullest extent allowed by law.

5. Intention of the Parties. It is the intention of the Parties that this Agreement shall

be effective as a full and final accord and release of each and every matter specifically or

generally herein referred to. Other than with respect to the representations and warranties of the

Parties contained in this Agreement and the exhibits hereto, the Parties acknowledge that they

may hereafter discover facts in addition to or different from those which they now know or

believe to be true with respect to the Verified Complaint and Verified Counterclaim, but it is

their intention to fully and finally and forever settle and release any and all matters, disputes and

differences known or unknown, suspected or unsuspected, which do now exist, may exist or

heretofore have existed between them with respect to any acts or failure to act on the part of the

Parties with respect to the Verified Complaint and Verified Counterclaim. In furtherance of this

intention, other than with respect to the representations and warranties of the Parties contained in

this Agreement, the exhibits hereto, and claims to enforce rights and obligations under this

Agreement, the releases by Plaintiff and Defendants herein shall be, and will remain, in effect as

a full and complete general release notwithstanding the discovery or existence of any such

additional or different facts.

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6. No Admission of Wrongdoing. This Agreement effects a settlement of claims

and counterclaims that are disputed. This Agreement is a compromise of a dispute resulting

from arm’s-length negotiations conducted by counsel for the Parties with the Parties’ full

approval and consent and is entered into for the purpose of avoiding the expense and/or burden

of litigation.

7. Binding on Successors. This Agreement and the covenants and conditions

contained herein shall apply to, and be binding upon or inure to the administrators, executors,

legal representatives, heirs, assignees, successors, agents and assigns of the Parties hereto.

8. Construction. This Agreement shall not be construed against the Party preparing

it, but shall be construed as if the Parties jointly prepared this Agreement and any uncertainty

and ambiguity shall not be interpreted against any one Party. This Agreement is to be

interpreted, enforced and governed by and under the laws of the State of New York, without

giving effect to the conflict-of-laws, rules and principles thereof.

9. Modification. This Agreement shall not be modified by any Party by oral

representation made before or after the execution of this Agreement. All modifications must be

in writing and signed by the Parties.

10. Severability. The Parties agree that if any provision of this Agreement should

become inconsistent with present or future law having jurisdiction over and otherwise properly

governing the subject matter of the provision, such provision shall be deemed to be rescinded or

modified in accordance with any such law. In all other respects, the Parties agree that the other

provisions of this Agreement shall continue and remain in full force and effect.

11. Confidentiality. The Parties agree that the terms of this Agreement shall remain

confidential and shall not be disclosed to anyone not a Party to this Agreement, other legal and

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accounting professionals who are or may be retained by any of the Parties, and immediate family

members, and who will also be instructed by the Parties to adhere to the same confidentiality

agreement, and except as otherwise expressly agreed to in writing by the non-disclosing Party or

is otherwise required by law or the Court. All of the Parties and their respective counsel agree to

maintain the confidentiality of any information not otherwise in the public domain provided by

any other Party during litigation and settlement of the Verified Complaint and Verified

Counterclaim, and will further maintain the confidentiality of statements made and acts taken

during the negotiation of this Agreement. Except to the extent that disclosure is specifically

authorized herein above, if any Party to this Agreement is asked about the status or outcome of

the Verified Complaint and/or Verified Counterclaim, they may state that “the matter has been

resolved,” but shall not disclose the nature or terms of the settlement.

(a) If it is proven that any Party or anyone to whom any Party discloses the

terms, conditions, or fact of this Agreement has breached this confidentiality provision, by

disclosing, either directly or indirectly the terms, conditions or fact of this Agreement to any

third party, the breaching Party agrees that they must pay liquidated damages for said breach in

the amount of Twenty-Five Percent (25%) of the gross amounts paid to Plaintiff under paragraph

1 above, without the need to prove any actual damages as a result of any such breach.

(b) Plaintiff expressly acknowledges and agrees that General Obligations Law

§ 5-336 is inapplicable to this Agreement because none of the Defendants meet the statutory

definition of “employer” with respect to Plaintiff. To the extent General Obligations Law § 5-

336 applies to this Agreement, it is Plaintiff’s preference to include this confidentiality provision.

Plaintiff further represents and warrants that she has had 21 days to consider whether to accept

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this provision and has knowingly and voluntarily agreed to this confidentiality provision after

obtaining or having the opportunity to obtain the advice of counsel.

12. Non-Disparagement. The Parties mutually agree that they will not make any

statements that are professionally or personally disparaging about, or adverse to, the interests of

any opposing Party, or their officers, directors, members, managers or employees, including but

not limited to any statements that disparage any individual associated with the Parties, or any

aspect of the business of the opposing Party, and they will not engage in any conduct that is

intended to harass, torment, annoy, embarrass, alarm, or threaten any opposing Party, and/or to

harm professionally or personally the reputation of any opposing Party, or their officers,

directors, members, managers or employees. Plaintiff further agrees that she will neither refer to

herself on social media or any other public forum as a victim of sexual harassment. The Parties

mutually agree not to make any veiled references to any opposing Party on social media or any

other public forum. The Parties mutually agree that any statements made to anyone not a Party

to this Agreement, other than legal and accounting professionals who are or may be retained by

any of the Parties, immediate family members, and/or as otherwise required by law or the Court,

about the allegations and events leading up to the Action, including but not limited to the claims

set forth in the Plaintiff’s Verified Complaint, Plaintiff’s Proposed Amended Verified

Complaint, and Defendants’ Counterclaim, shall be deemed to violate this non-disparagement

provision.

(a) If it is proven that any Party has breached non-disparagement provision,

the breaching Party agrees that they must pay the opposing Party liquidated damages for said

breach in the amount of Twenty-Five Percent (25%) of the gross amounts paid to Plaintiff under

paragraph 1 above, without the need to prove any actual damages as a result of any such breach.

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13. Consent To Entry of Permanent Injunction . Without admission of liability, in

consideration of and upon the mutual execution of this Agreement, the Parties agree to consent to

the entry of an Order enjoining them as follows (the “Consent Order”):

(a) By consent, each Party shall be enjoined and restrained from having any

communication with any opposing Party, either directly or indirectly through

a third-party, anonymously or via pseudonym, including but not limited to

oral, written, personal (face-to-face), electronic, social media, or other form of

contact or communication.

(b) By consent, each Party shall be enjoined and restrained from initiating and/or

engaging in any contact, either directly or indirectly through a third-party,

anonymously or via pseudonym, including but not limited to oral, written,

personal (face-to-face), electronic, social media, or other form of contact or

communication, with any opposing Party’s family members, significant

others, or friends.

(c) By consent, the Parties shall refrain from directly or indirectly, anonymously

or via pseudonym, making any disparaging, negative communications

regarding any opposing Party, including but not limited to any statements that

disparage or defame any individual associated with the Parties, or any aspect

of the business of the opposing Party.

(d) By consent, the Parties agree that they will not engage in any conduct that is

intended to harass, torment, annoy, embarrass, alarm, or threaten any

opposing Party, or any individual associated with that Party, or their business

interests, and/or to harm professionally or personally the reputation of any

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opposing Party, or any individual associated with that Party, or their business

interests.

(e) The Parties expressly acknowledge and agree that a violation of any

provisions of the Consent Order regarding restraints on contact between

Parties shall constitute a violation of an Order of this Court, which could

result in a finding of contempt.

(f) Upon full and complete execution of this Agreement, the Consent Order shall

enter forthwith.

(g) Duration of Consent Order: This Consent Order, once entered, shall remain in

effect for ten years from the date of entry. Upon the expiration of that time,

the Consent Order shall, without further order of the Court, expire and be of

no further force or effect. The remaining provisions of this Agreement,

however, are not time limited.

14. Legal Advice. Each Party represents that prior to executing this Agreement, it has

made such investigation as it deems necessary or desirable of all matters contained in or relating

to this Agreement, and that it has obtained or had the opportunity to obtain the advice of legal

counsel of its choice, that it has read and fully understands and accepts the terms of this

Agreement, and has signed this Agreement knowingly and voluntarily after receiving such legal

advice, and without duress, coercion, or undue influence.

15. Attorneys’ Fees and Costs. The Parties shall bear their own legal fees in

connection with the Action and Verified Counterclaim; provided, however, that in connection

with any dispute arising under this Agreement and the exhibits hereto, the Party prevailing in any

action, suit, proceeding, or arbitration to enforce the provisions of this Agreement shall be

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entitled to an award of all costs, fees, and expenses, including reasonable attorneys’ fees and

expenses to be paid by the non-prevailing Party.

16. Entire Agreement. This Agreement contains the entire understanding and

agreement between the Parties hereto with respect to the matters referred to herein. No other

representations, covenants, undertakings or other prior or contemporaneous agreements, oral or

written, respecting such matters, which are not specifically incorporated herein, shall be deemed

in any way to exist or bind any of the Parties hereto. The Parties hereto acknowledge that each

Party has not executed this Agreement in reliance on any such promise, representation or

warranty.

17. Signatories. The undersigned signatories represent that they are either entering

into this Agreement for themselves on their own behalf, or that they have the authority to enter

into this Agreement on behalf of the Parties for whom they are signing.

18. Headings. Headings in this Agreement are for convenience only. They do not

limit, modify, or change the text of this Agreement and may not be used to interpret or construe

this Agreement.

[SIGNATURE PAGE FOLLOWS]

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