EXHIBIT P 

(Settlement Agreement and Mutual Release) 

Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 1 of 12
SETTLEMENT AGREEMENT AND MUTUAL RELEASE

ThisSettlement Agreement andMutual Release (the"Agreement") isentered into between

plaintiffs ADT LLC and ADT US Holdings, Inc. (collectively "ADT' or "Plaintiffs") and Vivint,

Inc. ("Vivint" or "Defendant"), collectively, the "Parties." All of the Parties have legal capacity

to enter into this Agreement and intend to be legally bound.

L RECITALS

WHEREAS, on April 4, 2017, ADT filed a Complaint against Vivint in the United States

District Court, Southern District of Florida, Case No. 9:17-cv-80432-DMM (the "Action");

WHEREAS, ADTand Vivint desire to ftilly and finally resolve the Action and any claims

or potential claims between them, known or unknown, arising on or prior to the date of this

Agreement;

WHEREAS, Vivint does not admit, and expressly denies, any violation of any federal,

state, or local statute(including, but not limited to, theLanham Act and the FloridaDeceptive and

UnfairTrade Practices Act), as well as any allegedviolationsofADT's rights under common law,

and other wrongdoing or liability whatsoever;

WHEREAS, the Parties agree and acknowledge that this Agreement is the result of a

compromise and shall never be construed as an admission of any liability, wrongdoing, or

responsibility on the part ofany ofthe Released Parties (as defined below);

WHEREAS, the Parties have agreed that this Agreement is made in flill settlement of all

claims made, or which could have been made; and

NOW THEREFORE, in consideration ofthe mutual covenants and promises contained in

this Agreement, and to avoid further and protracted litigation, it is hereby agreed among the Parties

as follows:

II. DISPOSITION OF ALL CLAIMS

A. The Settlement Terms

The Parties agree to the following:

I. On or about January 5, 2018, Vivint shall pay ten million dollars ($10M)

plus any accrued simple interest based upon an annual ized interest rate ofLIBOR (as ofDecember

13, 2017) plus ten (10) basis points (= 2.13856%) calculated from and including the date of

December 14, 2017 to but excluding the date of payment and receipt to ADT (the "Settlement

Payment"), such payment to be made to ADT by bank wire transfer to the following account:

Bank : BNY Mellon

{01268665-1 }

Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 2 of 12
Address: 500 Ross Street, Pittsburgh, PA, 15262 USA

MELNUS3P

043-000-261

132-3080

ADT LLC

SWIFT code:

ABA:

Account number:

Account name:

Within two (2) business days after receipt of the Settlement Payment, the

Parties will file in this Action a joint stipulation for dismissal with prejudice, dismissing all claims

against Vivint in the Action with prejudice, and a proposed order thereon, in the form attached

hereto as Composite Exhibit A.

2.

3. The Parties expressly recognize that this Agreement shall not in any way be

construed as an admission by any Party hereto of any unlawful or wrongful acts whatsoever with

respect to the others.

4. The Parties agree to the mutual releases contained in this Agreement.

B. Mutual Releases of Claims.

ADT and its officers, directors, representatives, agents, affiliates,

subsidiaries, corporate parents, and successors (collectively, the "ADT Released Parties")

irrevocably and unconditionally release and forever discharge from any and all causes of action,

claims, actions, rights, judgments, obligations, damages, demands, accountings or liabilities of

whatever kind or character, which the ADT Released Parties may have against Vivint, ARM,

Smart Home Pro, and their officers, directors, representatives, agents, affiliates, subsidiaries,

corporate parents, and successors (collectively, the "Vivint Released Parties"), whether known or

unknown, occurring from the beginning of time through the date of the execution of this

Agreement, including, but not limited to, those claims set forth or arising out of, touching upon or

concerning the Action, including but not limited to ADT's claims of deceptive sales practices,

excluding only those obligations owing under this Agreement.

1.

ADT, itself, represents and warrants that it has not and will not, on or before

execution of this Agreement, assign or subrogate any of its rights, claims and causes of action

relating to the Action, including any claims referenced in this Agreement, or authorize any other

person or entity to assert such claim or claims on its behalf, and it agrees to indemnify and hold

harmless Vivint against any assignment of said rights, claims and/or causes of action.

2.

The Vivint Released Parties irrevocably and unconditionally release and

forever discharge the ADT Released Parties from any and all causes of action, claims, actions,

rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or

character, which they may have against the ADT Released Parties whether known or unknown,

occurring from the beginning oftime through the execution of this Agreement, including, but not

limited to, those claims set forth or arising out of, touching upon or concerning in the Action,

including but not limited to ADT's claims of deceptive sales practices, excluding only those

obligations owing under this Agreement.

3.

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 3 of 12
Vivint, itself, represents and warrants that it has not and will not, on or

before execution of this Agreement, assign or subrogate any of its rights, claims and causes of

action relating to the Action, including any claims referenced in this Agreement, or authorize any

other person or entity to assert such claim or claims on its behalf, and it agrees to indemnify and

hold harmless ADT against any assignment of said rights, claims and/or causes ofaction.

4.

5. Warranties. The Parties specifically represent that they have no pending

complaints or charges relating to the Action and the claims contained therein against the ADT

Released Parties or Vivint Released Parties with any state or federal court or any local, state or

federal agency, before any arbitration panel (or single arbitrator), or in any other country based on

any events occurring prior to the date ofexecution ofthis Agreement relating to the Action or the

claims contained therein, including but not limited to ADT's claims of deceptive sales practices.

Agreement Not to Seek Future Relief. The ADT Released Parties agree,

covenant, and acknowledge that they will not, at any time in the future seek relief (including, but

not limited to, monetary damages, injunctive relief, attorneys' fees, experts' fees, fees, paralegals'

fees, litigation expenses, and costs) against the Vivint Released Parties for any claim released by

this Agreement (including, but not limited to: any claim arising prior to the execution of this

Agreement through the date ofthe Settlement Payment for alleged violations ofthe Lanham Act,

the Florida Deceptive and Unfair Trade Practices Act, common law, and all state or local laws,

rules and regulations, or any regulations and rules promulgated thereunder, or any similar law

pertaining to deceptive sales practices). It is expressly agreed that this provision shall not apply to

or bar claims of breach ofthis Agreement.

6.

7. Destruction of Documents Produced in Discovery. Each Party and its

counsel have received documents from the other Party as well as from third parties in through

discovery in this Action. Within thirty 30 days ofthe Effective Date ofthis Agreement, each Party

and its counsel shall destroy all documents, in whatever format in which they are stored, produced

to them by the other Party and by any third parties in this Action and provide the other Party written

notice that the destruction has been complete.

8. Notice under this Agreement shall be made as follows:

Notice to ADT: ADT LLC

1501 YamatoRoad

Boca Raton, FL 3343 1

Attn: Senior Vice President & Chief Legal Officer

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 4 of 12
With a copy to:

Charles C. Eblen

Shook, Hardy & Bacon L.L.P.

2555 Grand Blvd.

Kansas City, Missouri 64108

Notice to Vivint:

Legal Department

Vivint.SmartHome

4931 North 300 West

Provo, Utah 84604

801.705.8054

Matthew A. Steward

Clyde Snow

One Utah Center, Thirteenth Floor

20 1 South Main Street

Salt Lake City, Utah 841 1 1

801.322.2516

mas@clvdesnow.com

III. GENERAL PROVISIONS

A. Effective Date. This Agreement shall become effective on the date the last

signatory signs the Agreement.

Costs and Fees. The Parties shall bear their own costs and attorneys' fees with

respect to the Action, including all costs and attorneys' fees incurred in connection with, or in any

way related to, the negotiation or consummation of this Agreement.

B.

Knowing and Voluntary. The Parties acknowledge and represent that they have

carefully read and fully understand all of the provisions of this Agreement, and the terms and

conditions set forth in this Agreement. The Parties further acknowledge and represent that they

entered into this Agreement freely, knowingly and without coercion. ADT and Vivint, collectively

and each individually, acknowledge and agree that they each have either: (i) been represented by

counsel or (ii) have had a full and fair opportunity to consult with counsel of their choice in

connection with this Agreement.

C.

Different or Additional Facts. The Parties acknowledge and agree that they may

later discover facts different from or in addition to those they now know or believe to be true in

entering into this Agreement. The Parties agree to assume the risk of the possible discovery of

additional or different facts, including facts which may have been concealed or hidden, and agree

that this Agreement shall remain effective regardless of such additional or different facts.

D.

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 5 of 12
E. Ambiguities. It is agreed and understood that the general rule that ambiguities are

to be construed against the drafter shall not apply to this Agreement. In the event that any language

of this Agreement is found to be ambiguous, each Party shall have an opportunity to present

evidence as to the actual intent ofthe Parties with respect to any such ambiguous language.

Counterparts. This Agreement may be executed in one or more counterparts, each

of which shall be deemed an original, all of which together shall constitute one and the same

instrument. A facsimile signature and an email signature will have the same force and effect as an

original signature.

F.

Waiver. Any failure by any Party to insist upon the strict performance by the other

Party of any of the provisions of this Agreement shall not be deemed a waiver of any of the

provisions of this Agreement, and such Party, notwithstanding such failure, shall have the right

thereafter to insist upon the specific performance of any and all of the provisions of this

Agreement. No waiver of any provisions ofthis Agreement shall be valid unless in writing and

signed by the party against whom charged.

G.

H. Amendments or Modifications. Any amendment or modification ofthis Agreement

must be in writing and signed by the Parties hereto.

Severability. Ifany provision ofthis Agreement is deemed to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be

affected.

I.

J. Enforcement. In the event any dispute, controversy or claim arises out of or in

connection with this Agreement or the claims released in this Agreement, the prevailing party shall

be entitled to all reasonable attorneys' fees, costs, and expenses.

K. Authority to Bind/Enter into Agreement. Each person executing this Agreement on

each Party's behalf has been duly authorized to sign on behalf ofthe respective party and to bind

each to the terms ofthe Agreement.

Entire Agreement. This Agreement contains all ofthe terms and conditions agreed

upon by the Parties regarding the subject matter of this Agreement. Any other prior agreements,

promises, negotiations or representations, either oral or written, relating to the subject matter of

this Agreement are of no force or effect. This Agreement is executed without reliance upon any

representation by any person concerning the nature or extent of injuries, damages or legal liability.

L.

M. Further Assurances. ADT and Vivint, both individually and collectively, agree to

execute and deliver to each other all such other documents and take such further actions as may

reasonably be requested for the purpose of carrying out the intent ofthis Agreement.

[SIGNATURES ON FOLLOWING PAGE]

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 6 of 12
THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT.

SIGNATORIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS

AGREEMENT. THE ONLY PROMISES MADE TO ANY SIGNATORY ABOUT THIS

AGREEMENT, AND TO SIGN THIS AGREEMENT, ARE CONTAINED IN THIS

AGREEMENT. THE SIGNATORIES ARE SIGNING THIS AGREEMENT VOLUNTARILY.

THE

IN WITNESS WHEREOF, the Parties have executed this Agreement, and the Agreement

is effective as of the last signatory date set forth below.

Dated: Qz., Zz .Zo/'y

BY: P. Gray Fihney

As authorized representative of

ADT LLC

Dated: 0c(L>

BY: P. Gray Finney /

As authorized representative of

ADT US Holdings, Inc.

Dated: /?/^/ 2

As authorized representative of

Vivint, Inc.

/01268065-1 ) Settlement Agreement and Mutual Release

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 7 of 12
COMPOSITE EXHIBIT A

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

No. 9: 1 7-cv-80432-Middlebrooks

ADT LLC and ADT US HOLDINGS, INC.,

Plaintiffs,

v.

VIVINT, INC.,

Defendant.

JOINT STIPULATION FOR DISMISSAL WITH PREJUDICE

Plaintiffs ADT LLC and ADT US Holdings, Inc. ("Plaintiffs"'), and Defendant Vivint, Inc.

("Defendant") (Plaintiffs and Defendant are collectively, the "Parties"), by and through their

respective undersigned attorneys, and pursuant to Rule 4 1 (a)( 1 )(A)(ii) ofthe Federal Rules ofCivil

Procedure, hereby stipulate to a dismissal of all of Plaintiffs' claims in the action with prejudice.

A resolution of all matters in dispute among all Parties in this action has been made pursuant to a

Settlement Agreement and Mutual Release (the "Agreement"). The Parties shall bear their own

attorneys' fees, costs, and expenses, except as otherwise specified in the Agreement. All Parties

consent to the form and content of this Joint Stipulation and Order of Dismissal.

Respectfully submitted,

/s/ Charles C. Eblen /s/ Lawrence D. Silverman

Lawrence D. Silverman (FBN 7160)

Email: lawrence.silverman@akerman.com

Charles C. Eblen (admitted pro hcic vice)

Jason R. Scott (admitted pro hue vice)

Sandra J. Millor (FBN 13742)

Email: sandra.millor@akerman.com

AKERMAN LLP

Shook, Hardy & Bacon, LLP

2555 Grand Boulevard

Kansas City, MO 64108

Tel: (8 16) 474-6550 Three Brickell City Centre

98 Southeast Seventh Street, Suite 1 100

Miami, Florida 33131

Phone: (305) 374-5600

Fax: (305) 374-5095

Email: ceblen@shb.com

Email: iscott@shb.com

-andRichard G. Sander (admitted pro hac vice) -and-

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 8 of 12
S. Kirk Ingebretsen (admitted pro hue

vice)

Daniel E. Rohner (admitted pro hcic vice)

Eric J. Hobbs (admitted pro hoc vice)

David S. Wood (FBN 289515)

Email: david.wood@akerman.com

Carrie Ann Wozniak (FBN 012666)

Shook, Hardy & Bacon LLP

1660 17th Street, Suite 450

Denver, Colorado 80202

Tel: (303) 285-5300

Email: carrieann.wozniak@akerman.com

AKERMAN LLP

Post Office Box 23 1

Orlando, FL 32802-0231

Phone: (407) 423-4000

Fax: (407) 843-6610

Email: rsander@shb.com

Email: kingebretsen@shb.com

Email: drohner@shb.com

Email: ehobbs@shb.com -and-

-and- Ashley A. Sawyer (FBN 00 1 2 1 3 1 )

E-mail: ashley.sawyer@akerman.com

C. Sanders McNew

McNew P.A.

2385 NW Executive Center Drive, Suite

AKERMAN LLP

350 East Las Olas Boulevard, Suite 1600

Fort Lauderdale, Florida 33301

Phone: (954) 463-2700

Fax: (954)463-2224

100

Boca Raton, Florida 3343 1

Tel: (561) 299-0257

Fax: (561) 299-3705 -andEmail: mcnew@mcnew.net

E. Dylan Rivers (FBN 0669555)

Email: drivers@ausley.com

Counselfor Plaintiffs Martin B. Sipple (FBN 0135399)

Email: msipple@ausley.com

Anthony L. Bajoczky, Jr. (FBN 96631)

ADT LLC and ADT US Holdings, Inc.

Email: tbajoczky@ausley.com

Pamela C. Marsh (FBN 0057400)

Email: pmarsh@ausley.com

AUSLEY MCMULLEN

Post Office Box 391

123 South Calhoun Street (32301)

Tallahassee, FL 32302

Phone: (850) 224-9115

Fax: (850) 222-7560

-andMatthew A. Steward (admittedpro hac vice)

Email: mas@clydesnow.com

Timothy R. Pack (admitted pro hac vice)

Email: trp@clydesnow.com

CLYDE SNOW

201 South Main Street, Suite 1300

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 9 of 12
Salt Lake City, Utah 84 1 1 1

Phone: (801)322-2516

Fax: (801)521-6280

Counselfor Defendant Vivint, Inc.

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this day of , 20 1 7, a true and correct

copy ofthe foregoing was filed with the Clerk ofCourt using the CM/ECF system, which will

send an electronic notice to all counsel ofrecord.

/s/Lawrence D. Silverman

Lawrence D. Silverman

SERVICE LIST

C. Sanders McNew

McNew P.A.

2385 NW Executive Center Drive, Suite 100

Boca Raton, Florida 3343 1

Tel: (561)299-0257

Fax: (561) 299-3705

Email: mcnew@mcnew.net

Richard G. Sander (admitted pro hac vice)

S. Kirk Ingebretsen (admitted pro hac vice)

Daniel E. Rohner (admitted pro hac vice)

Eric J. Hobbs (admitted pro hac vice)

Shook, Hardy & Bacon LLP

1660 17th Street, Suite 450

Denver, Colorado 80202

Tel: (303) 285-5300

Email: rsander@shb.com

Email: kingebretsen@shb.com

Email: drohner@shb.com

Email: ehobbs@shb.com

Charles C. Eblen (admitted pro hac vice)

Jason R. Scott (admitted pro hac vice)

Shook, Hardy & Bacon, LLP

2555 Grand Boulevard

Kansas City, MO 64 1 08

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Tel: (816) 474-6550

Email: ceblen@shb.com

Email: iscott@shb.com

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Case 1:20-cv-23391-JG Document 114-6 Entered on FLSD Docket 12/15/2022 Page 11 of 12
COMPOSITE EXHIBIT A

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

No. 9: 1 7-cv-80432-Middlebrooks

ADT LLC and ADT US HOLDINGS, INC.,

Plaintiffs,

v.

VIVINT, INC,

Defendant.

ORDER OF DISMISSAL WITH PREJUDICE

THIS CAUSE came before the Court on the Plaintiffs ADT LLC and ADT US Holdings,

Inc. ("Plaintiffs") and Defendant Vivint, Inc. ("Defendant") (collectively, the "Parties") Joint

Stipulation of Dismissal with Prejudice, and the Court, having considered same, having reviewed

the file, and being otherwise advised in the premises, hereby ORDERS AND ADJUDGES:

1 . The above-styled action is hereby DISMISSED WITHPREJUDICE,

2. The Clerk shall deny any pending motions as moot; and

3. Each party shall bear its own attorneys' fees, expert fees, paralegals' fees, and costs,

except as otherwise provided in the Parties' Settlement Agreement and Mutual Release.

DONE AND ORDERED in Chambers in West Palm Beach, Florida this day of

2018.

DONALD M. MIDDLEBROOKS

UNITED STATES DISTRICT JUDGE

Copies furnished to: All Counsel of Record

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