Common use of FACTUAL BACKGROUND AND RECITALS Clause in Contracts

FACTUAL BACKGROUND AND RECITALS. 1. On January 7, 2019, Plaintiff ▇▇▇▇ ▇▇▇▇▇▇▇ (“Plaintiff ▇▇▇▇▇▇▇”) filed a class action lawsuit against Defendant Paychex Inc. alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”), in the Circuit Court of Cook County, Illinois. The case was assigned to Judge ▇▇▇▇▇ ▇▇▇▇▇, who has since retired. 2. On February 7, 2019, Defendant timely removed the Litigation to the United States District Court for the Northern District of Illinois pursuant to 28 U.S.C. §§ 1332(d), 1441(a), 1446, and 1453. The case was initially assigned to the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ S. Shah, and captioned ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. No. 19-cv-00803. 3. On April 2, 2019, before Judge ▇▇▇▇, Plaintiff ▇▇▇▇▇▇▇ filed a motion to remand, arguing that the District Court lacked Article III jurisdiction over the claims in Plaintiff ▇▇▇▇▇▇▇’▇ initial Complaint. 4. Following briefing on Plaintiff ▇▇▇▇▇▇▇’▇ motion to remand, the District Court entered an order denying Plaintiff ▇▇▇▇▇▇▇’▇ motion. 5. On May 8, 2019, Plaintiff ▇▇▇▇▇▇▇ filed her First Amended Complaint, adding Schlage Lock Company LLC as a defendant. 6. Before responsive pleadings were filed and following informal discovery between the Parties regarding Schlage Lock Company’s role in the conduct at issue, on July 24, 2019, after being given leave by the Court, Plaintiff ▇▇▇▇▇▇▇ filed her Second Amended Complaint, removing Schlage Lock Company LLC as a defendant in this matter and adding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a second named plaintiff. 7. On August 22, 2019, this case was randomly selected to be reassigned to form the initial calendar for the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. Rowland. 8. On August 28, 2019, Defendant answered Plaintiff’s Second Amended Complaint and moved for summary judgment, or alternatively, judgment on the pleadings. 9. On October 7, 2019, Judge ▇▇▇▇▇▇▇ entered a discovery schedule, and the Parties began Rule 56(d) discovery pursuant to Defendant’s Motion for Summary Judgment. FILED DATE: 4/29/2021 8:36 PM 2019CH00205 10. On February 4, 2020, Plaintiff ▇▇▇▇▇▇▇ dismissed her claims against Defendant with prejudice. 11. During discovery, the Parties agreed to attempt to resolve the Litigation through participation in a remotely-conducted, full-day mediation session overseen by the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇▇.) of JAMS in Chicago, Illinois. Discovery was stayed pending the Parties’ engagement in settlement discussions. 12. On August 20, 2020, the Parties engaged in a full-day, arm’s-length mediation session, and while progress was made, no resolution to the Litigation was reached. 13. On October 1, 2020, the Parties engaged in a second full-day, arm’s-length mediation conducted by Judge ▇▇▇▇▇▇, which produced an agreement in principle to resolve the Litigation—the contours of which were negotiated over the following weeks and are memorialized in this Settlement Agreement. 14. In light of jurisdictional issues raised by ▇▇▇▇▇▇ ▇. Compass Group USA, Inc., 958 F.3d 617 (7th Cir. 2020), the Parties agreed to remand the Litigation to the Circuit Court of Cook County, Illinois, Chancery Division in order to process the Settlement. 15. On November 13, 2020, the Parties stipulated to remand the Litigation, and on November 16, 2020, the Litigation was remanded to the Circuit Court of Cook County, Illinois, where it was assigned to the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Conlon. 16. This Settlement represents the Parties’ agreement to resolve all matters pertaining to, arising from, or associated with the Litigation, including all claims Plaintiff and Settlement Class Members have or may have had against Defendant and the Released Parties defined below. 17. The Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time and expense. 18. Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have asserted in this Litigation or may in the future assert. Despite ▇▇▇▇▇▇▇▇▇’s belief that it is not liable for, and has good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed or document created in relation to the Settlement Agreement or negotiation or discussion thereof is, or FILED DATE: 4/29/2021 8:36 PM 2019CH00205 may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 19. Following arm’s-length negotiations, including two mediation sessions overseen by an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class recognizing: (1) the existence of complex and contested issues of law and fact;

FACTUAL BACKGROUND AND RECITALS. 1. On January 7November 12, 20192021, Plaintiff Plaintiffs ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“Plaintiff ▇▇▇▇▇▇▇”) and A.M. filed a class action lawsuit against Defendant Paychex Inc. and Roblox Corporation, alleging violations of the Illinois Biometric Information Privacy Act, 740 ILCS § 14/1, et seq. (“BIPA”), in the Circuit Court of Cook County, Illinois. The case was assigned to Judge ▇▇▇▇▇ ▇▇▇▇▇, who has since retired. 2. On February 7December 16, 20192021, Defendant timely removed the Litigation case to the United States District Court for the Northern District of Illinois Illinois, pursuant to 28 U.S.C. §§ 1332(d), 1441(a), 1446, and 1453. The case was initially assigned to the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ S. Shah. Alonso, and captioned ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, et al. v. Veriff, Inc. et al., No. 192021-cv-00803cv-06706. 3. On April 2January 31, 20192022, before Judge ▇▇▇▇, Plaintiff ▇▇▇▇▇▇▇ filed a motion Plaintiffs voluntarily dismissed all claims against Roblox Corporation. Defendant moved to remanddismiss Plaintiffs’ Complaint, arguing that that: (1) the District Court court lacked Article III personal jurisdiction over the Defendant; (2) Plaintiffs failed to allege that Defendant’s conduct relevant to their BIPA claims occurred primarily and substantially in Plaintiff ▇▇▇▇▇▇▇’▇ initial ComplaintIllinois; and (3) Plaintiffs failed to state a claim under 740 ILCS 14/15(c). 4. Following briefing on Plaintiff ▇▇▇▇▇▇▇’▇ motion to remandOn February 22, the District Court entered an order denying Plaintiff ▇▇▇▇▇▇▇’▇ motion. 5. On May 82022, 2019, Plaintiff ▇▇▇▇▇▇▇ Plaintiffs filed her their operative First Amended ComplaintComplaint as of right pursuant to Fed. R. Civ. P. 15(a)(1)(B), adding Schlage Lock Company LLC as dropping a defendant. 6. Before responsive pleadings were filed and following informal discovery between the Parties regarding Schlage Lock Company’s role in the conduct at issuenamed plaintiff, on July 24, 2019, after being given leave by the Court, Plaintiff ▇▇▇▇▇▇▇ filed her Second Amended Complaint, removing Schlage Lock Company LLC as a defendant in this matter and adding ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as a second named plaintiff. 7. On August 22, 2019, this case was randomly selected to be reassigned to form the initial calendar for the ▇▇▇, adding an additional named plaintiff, ▇▇▇▇▇▇ ▇▇▇▇ ▇. Rowland, ▇▇., and alleging that Defendant violated Sections 15(b), (c), and (d) of BIPA. 85. On August 28, 2019, Defendant answered Plaintiff’s Second Amended Complaint and moved for summary judgment, or alternatively, judgment on the pleadings. 9. On October 7, 2019, Judge ▇▇▇▇▇▇▇ entered a discovery schedule, and the Parties began Rule 56(d) discovery pursuant to Defendant’s Motion for Summary Judgment. FILED DATE: 4/29/2021 8:36 PM 2019CH00205 10. On February 4, 2020, Plaintiff ▇▇▇▇▇▇▇ dismissed her claims against Defendant with prejudice. 11. During discoveryThereafter, the Parties agreed to attempt to resolve the Litigation through participation mediation. On April 28, 2022, the Parties participated in a remotely-conducted, full-day day, arm’s-length mediation session overseen by the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Holderman (▇▇▇.) of JAMS in Chicago, a former Chief Judge of the U.S. District Court for the Northern District of Illinois. Discovery was stayed pending the Parties’ engagement in settlement discussions. 126. On August 20, 2020, With the Parties engaged in a full-day, arm’s-length mediation session, and while progress was made, no resolution to the Litigation was reached. 13. On October 1, 2020, the Parties engaged in a second full-day, arm’s-length mediation conducted by assistance of Judge ▇▇▇▇▇▇, which produced an agreement in principle to resolve the Litigation—the contours of which were negotiated over the following weeks and are memorialized in this Settlement Agreement. 14. In light of jurisdictional issues raised by ▇▇▇▇▇▇ ▇. Compass Group USA, Inc., 958 F.3d 617 (7th Cir. 2020), the Parties agreed to remand the Litigation to the Circuit Court of Cook County, Illinois, Chancery Division in order to process the Settlement. 15. On November 13, 2020, the Parties stipulated to remand the Litigation, and on November 16, 2020, the Litigation was remanded to the Circuit Court of Cook County, Illinois, where it was assigned to the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Conlon. 16. This Settlement represents , the Parties’ agreement Parties reached a settlement in principle by which the Parties agree to resolve all matters pertaining to, arising from, or associated with the Litigation, including all claims Plaintiff Plaintiffs and Settlement Class Members have or may have had against Defendant and the Released Parties defined belowrelated persons and entities, as set forth herein. 177. In order to avoid any jurisdictional challenges to the Settlement, the Parties filed a Stipulation to Remand in the Northern District of Illinois. 8. The Parties have agreed to settle the Litigation on the terms and conditions set forth herein in recognition that the outcome of the Litigation is uncertain and that achieving a final result through litigation would require substantial additional risk, discovery, time and expense. 189. Defendant denies all charges of wrongdoing or liability of any kind whatsoever that Plaintiff or Settlement Class Members have been asserted in this Litigation or may in the future assertbe asserted. Despite ▇▇▇▇▇▇▇▇▇’s belief that it is not liable for, and has good defenses to, the claims alleged in the Litigation, Defendant desires to settle the Litigation, and thus avoid the expense, risk, exposure, inconvenience, and distraction of continued litigation of any action or proceeding relating to the matters being fully settled and finally put to rest in this Settlement Agreement. Neither this Settlement Agreement, nor any negotiation or act performed performed, or document created in relation to the Settlement Agreement Agreement, or the negotiation or discussion thereof is, or FILED DATE: 4/29/2021 8:36 PM 2019CH00205 may be deemed to be, or may be used as, an admission of, or evidence of, any wrongdoing or liability. 1910. Following arm’s-length negotiations, including two mediation sessions overseen by an experienced mediator, the Parties now seek to enter into this Settlement Agreement. Plaintiff Plaintiffs and Class Counsel have conducted an investigation into the facts and the law regarding the Litigation and have concluded that a settlement according to the terms set forth below is fair, reasonable, and adequate, and beneficial to and in the best interests of Plaintiff Plaintiffs and the Settlement Class recognizing: (1) the existence of complex and contested issues of law and fact;; (2) the risks inherent in litigation; (3) the likelihood that future proceedings will be unduly protracted and expensive if the proceeding is not settled by voluntary agreement; (4) the magnitude of the benefits derived from the contemplated settlement in light of both the maximum potential and likely range of recovery to be obtained through further litigation and the expense thereof, as well as the potential of no recovery whatsoever; and (5) Plaintiffs’ determination that the settlement is fair, reasonable, adequate, and will substantially benefit the Settlement Class Members. 11. Considering the risks and uncertainties of continued litigation and all factors bearing on the merits of settlement, the Parties are satisfied that the terms and conditions of this Settlement Agreement are fair, reasonable, adequate, and in their respective best interests. 12. In consideration of the covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the undersigned that the Litigation be settled and compromised on the following terms and conditions.