6 Florida, but it reported that “witnesses” (none of whom were on the defense side) stated that the clause provided transactional immunity and that it “found no policy prohibiting a U.S. Attorney from declining to prosecute third parties or providing transactional immunity.” (App.128-129). C. The Second Circuit’s Decision. On appeal, Maxwell argued that the NPA barred her prosecution in the Southern District of New York by its express language. The Second Circuit disagreed, affirming the district court’s opinion that under United States v. Annabi, 771 F.2d. 670, 672 (2d Cir. 1985), the co-conspirator clause in the NPA did not preclude Maxwell’s prosecution in the Southern District of New York notwithstanding that the clause expressly stated that the “United States” is barred from such a prosecution. United States v. Maxwell, 118 F.4th 256 (2d. Cir. 2024). The court applied Annabi even though the NPA had been negotiated in the Eleventh Circuit where no similar precedent exists or applies. The parties certainly expected that the law of the Eleventh Circuit, where the NPA was entered into, would apply. Nevertheless, quoting Annabi, the Second Circuit held that “[a] plea agreement binds only the office of the United States Attorney for the district in which the plea is entered unless it affirmatively appears that the agreement contemplates a broader restriction.” Jd. at 263. The court found that neither the text of the NPA nor the “negotiation history” showed that the co-conspirator clause was “meant to” bind other dis- tricts, even though the clause contains no limiting language and even though government witnesses told OPR that the clause was, in fact, meant to provide transactional immunity. (App.128). DOJ-OGR-00000048