. Signed contract for Senator Hillary Rodham Clinton from the UNLV Founda?on Elaine Anderson contracts Cc: Nancy Strouse, Tiffany Cabral 05t15t2014 10:34 AM timer-3.: This message has been forwarded. Hillary Rodham Clinton contract with UNLV Foundationpdf Nancy Strouse, the Executive Director of the UNLV Foundation, has asked that I forward this signed contract to you. Please verify your receipt of such by response to this email. Thanks so much, Elaine Elaine Anderson Assistant to the Senior Associate Vice President, UNLV Foundation University of Nevada, Las Vegas 4505 S. Maryland Parkway, Box 451006 Las Vegas, NV 89154-1006 T: 702-895-2810 I F: 702-895-1010 E-mail elaine.anderson@unlv.edu Like us on Facebook . UNLV FOUNDATION PRIVACY NOTICE: The contents of this message, along with any attachments are intended only for the use of the individual or entity to which they are addressed and coatain information that is legally privileged. confidential. and exempt from disclosure. It you are not the intended recipient, you are hereby that any dissemination. distribution, or copying of this message or attachment is strictly prohibited. lfyou have received this message in error, please notify the original sender or the UNLV Foundation immediately by telephone (702?895-3541) or by return email and delete this message and any attachments from your computer. FOUNDATION mm?; inz-r' :7 rm This contract is made and entered on Tuesda '1 Hi HA WALKE AG NCY l?llithli till i. Eur. a. \l wk Ll nil. 'n?It'h' ll?ll.? I I I I fill Lit Lil. 33' l-izlf Contract: 0513140886 y, May 13. 2014 by and between THE HARRY WALKER AGENCY. INC.. 355 Lexington Ave. 215tFlr., New York, NY 1001?. hereinafter referred to as the "Agency." party of the first part. and UNLV Foundation. hereinafter referied to as the "Sponsor," Hillary Rodham Clinton on behalf of the Bill. Hillary "Speaker." The Speaker shall appear at the time and place specified below. party of the second part. relating to the appearance of Secretary Chelsea Clinton Foundation, hereinafter referred to as the Speaker: Itinerary: Event Date: Place of Meeting: Secretary Hillary Rodham Clinton on behalf of Foundation See Addendum Monday. October 13. 2014 Bellagio Resort - Las Vegas, NV the Bill, Hillary Chelsea Clinton PAYMENT TERMS Fee: $225,000 USD reference. All payments shOuld be made to THE HARRY WALKER A It is understood and agreed that all monies due must be perform services. Sponsor shall be responsible for the disbursements. incurred by AgenCy in collecting any a Travel Expenses: The Fee is inclusive of all travel expenses Payment Terms: $112,500 is due on or before 052712014: 5112.500 is due on or before 09/15/2014. GENCY. INC. and should include the Contract number as paid according to due dates in order for Speaker to costs and expenses. including reasonable attorneys? fees and mount due hereunder. Signatory: Nancy Strouse Business: 702 895-2810 Billing Contact: Tori Klein Email: Lori.klein@unlv.edu Business: ?02 895-2842 The individual signing this Contract on behalf of a duly authorized representative of the Sponsoc 4505 S. Maryland Parkway. Box 451006. as Vegas. NV 89154?1006 Email: Cell/Mobile: 4505 S. Maryland Parkway. Box 451006. Las Vegas. NV 89154-1006 ponsor (?Signatory?) represents and warrants that helshe signs as Sponsor lnitialsr??L A 'l i it llARR?r WALKER I. 1? ?RH-15hr!? itii'ndttitx Il'I'.tl H..le hi ?lav-din I I i. It. Il?1? ?$1117: . . Contract: 0513140886 GOVERNING LAWS: This Contract has been made. shall be performed and shall be construed in accordance with the laws of the State of New York. without regard to conflicts of law principles. and the Federal and state courts of the State of New York. County of New York. shall have CXCIUSIVCJUFISCIICIIOFI over any dispute relating to this Contract. This Contract may not be changed or modified except by a writing signed by each of the parties hereto. VENUE: The venue shall be as indicated in Place of Meeting above and shall be a well heated. lighted and licensed place for the appearance. in good cendition Sponsor agrees to limit the audience to no more than the legal number permitted. TAXES: The Sponsor shall be responsible for and pay any and all applicable federal. state. and local rental. amusement. sales or other such taxes. specifically excluding income taxes. and fees to obtain all necessary licenses and insurance. related to this Contract. If Speaker?s fee is subject to any non resident with holding tax it is agreed that Sponsor will pay the necessary tax directly to the tax authority and will provide Speaker via Agency with the necessary documentation confirming payment of the tax for the Speaker?s tax filings. CANCELLATION: It is understood and agreed that this Contract is non-cancelable by Spenser. and all amounts due pursuant to this Contract shall be paid in accordance with the "Payment Terms" set forth in this Contract If for any reason Speaker is prevented from or fails to appear. then this Contract shall be deemed terminated. and the Sponsor shall have no claim for damages against the Agency or Speaker by reason thereof: in such event the Agency shall use its best efferts to arrange for a mutually agreeable substitute speaker. Sponsor understands that the fees for a substitute speaker may be higher or lower than for the Speaker specrfied in this Contract and that a new contract will be necessary to bind a replacement Speaker lf Agency and Sponsor are unable to agree as to a substitute speaker. the fee paid by the Sponsor to LNillitgency shall be refunded by the Agency. and the Spenser shall have no other remedy Sponsor recognizes and agrees that Speaker may elect to reschedule or cancel their appearance under this Contract and Speaker may do so for any reason whatsoever and at any time prior to the engagement. In such event. Speaker shall have no liability whatsoever for such rescheduling or cancellation but Agency shall return any advance payment for fee and unused travel expenses previously received by Agency unless the parties have agreed to reschedule Speaker?s appearance for another date. In the event that the Sponsor fails or refuses to provide any of the items herein stated. or fails or refuses to make any of the payments as provided in this Contract. or fails to proceed with the engagement. the Speaker shall have no obligation to perform under the terms of this Contract. FORCE MAJEURE: Notwithstanding any other provision of this Contract. in the event that the perFOrmance of any obligation under this Contract by either Party is prevented due to acts of God, wars. hostilities. blockades. civil disturbances. revolutions. strikes. terrorist attacks. or Iockouts. or other events of force majeure. Agency. Speaker andfor Spenser (Parties) shall not be responsible to the other for failure or delay in performance of its obligations under this Contract. Each Party shall notify the other Parties of such force maJeure conditiOn. The terms of this clause shall not exempt. but merely suspend. any party from its duty to perform the obligations under this Contract until as soon as practical after a force maJeure condition ceases to exist. CONFIDENTIALITY: l'he Sponsor agrees to maintain the confidentiality of all the terms. conditions. and arrangements contained in this Contract andi?or associated with the appearance by Speaker. except as required by law. INDEPENDENT Agency. acting as the Speaker?s lecture booking agent, is an independent contractor and shall not be responsible in any way for the Speaker's acts, omissions, statements, or any commitment made by the Speaker or the Sponsor. ENFORCEMENT: The invalidity or unenforceability of any provision of this Contract snail not affect the validity or enforceability of any other provision of this Contract and each provusion shall be enforced to the maximum extent permitted by applicable law Sponsorlnitials: Er Till HARRYWALKERAGENCY I Flinn Iil't'lil-h I..1i. j" - SPEAKER ADDEN DUM Secretary Hillary Rodham Clinton on behalf of the Bill, Hillary Chelsea Clinton Foundation Monday, October 13, 2014 Contract: 0513140886 ADVANCE STAFF: It is understood and agreed that up to two advance people will be sent to the venue of the engagement three (3) bus'ness days prior to the event to help coordinate and manage logistical and other aspects of this event related to the Speaker?s appearance. EVENT FORMAT: The Sponsor agrees that a draft program for its event will be submitted to the Agency for its approval. This draft pregrarn must be Submitted at least one (1) month prior to the date ofthe event. and prior to any agreements the Sponsor has finalized with prospective program participants. This draft program will specify the running order of the event, including such things as the intreducer. moderator, etc. It is agreed that Speaker will be the only person on stage during her remarks. The Speaker may request that Spenser pay for and provide a glass panel teleprompter and a qualified operator. it is agreed that the Speaker's office via the Agency shall have final approval of the introducer proposed by Spenser faxif the agreed~upon itinerary for this engagement includes a moderated it is agreed that Speaker's office via :he Agency shall have final approval of any moderator requested. All audience questions to Speaker must be asked by the meoerator who wilIJoin Speaker on stage following her remarks. During the moderated the only people on stage will be the Speaker and the approved moderator. If the agreed upon itinerary for this engagement includes a photoline. it is understood and agreed that the photographer will take one (1) photo of each person or couple participating in the photoline. it is understood and agreed that the Sponsor will provide each of the photoline attendees with a copy of the photo for their personal use only. The Sponsor is also required to communicate to the photoline attendees that the photo is for private. personal use only and that the photo cannot be used in any way to imply any kind of endorsement of an entity. individual, prodUCt or service. Any use of the photo that suggests or implies any such endorsement is forbidden. It is agreed that all events in which the Speaker participates during this engagement will take place in the same venue unless agreed otherwise in writing by the Agency. SPEECH TOPIC AND RIGHTS: The tepic. format. and length of the lemma or speech shalt unless specifically agreed in writing. be at the sole discretion of Speaker. The only approved speech title will be 'Remarks by Former Secretary of State Hillary Redham Clinton'. The lecture and any supporting materials provided by the Speaker remain the intellectual property of Speaker, EVENT SPONSORS: Speaker's office, via the Agency. shall have the right to approve, in its sole discretion, any entity or individual, other than the Sponsor, who will receive special consideration a: the event in return fer a fee. or in return for offering their services in donation. This includes any individual or entity which receives placement on the event program. any manner. including but not limited to as a speaker. introducer. or moderator. or promotional recognitio in Sponsor initials: 'l'lii HARRY WALKERAGENCY 1 lli.?l.ll75 ?if girl? _?x:r?ul the event program. the invitation. signage at the event. or recognition on the Sponsor's website. it is understood and agreed that Speaker is NOT endorsing the Sponsor or any entity. individual. product. or service in any way associated with the Sponsor or the engagement. Further. any use of Speaker's name or likeness in any manner whatsoever that suggeSts or implies any such endorsement or approval is absolutely forbidden and any breach of this agreement shall give Speaker or the Agency 3 right to an injunction and a claim for damages in addition to any other rights or remedies that they may have. SETS AND PHOTOGRAPHS: The Agency. on behalf of Speaker. shall have the right to approve. in its sole discretion. sub-sponsors of the event. sets. backdrops. banners. scenery. logos. settings. etc which are in any way related to her speech or any other activities associated with the Speaker's appearance. Any photographs and/or videos taken during the Speaker?s appearance by Sponsor, or any entity or person associated with Sponsor. including but net limited to any guests or invitees. cannot be used or distributed without the Agency's prior written permission. PUBLICITY AND PROMOTIONS: The Sponsor agrees that all communications. mailings. solicitations. publicity and/or promotion that mentions or makes reference to Speaker must be specifically approved in writing in advance by the Agency. Please note that television. radio. or billboard advertising will not be approved. Speaker?s participation at the event including the speech and reception will be closed to the press. unless otherwise agreed to in writing There will be no other media opportunities or availabilities press conferences. statements. etc). Should the Sponsor seek to invite any members of the media as guests. the Sponsor shaii provide the Agency with such guests? affiliation with the Sponsor and receive the Agency?s agreement in advance of such invitations. it is understood and agreed that recording the Speaker's remarks for any purpose, including by the Sponsor is not permitted. The lecture may not be broadcast. webcast. simulcast or otherwise reproduced. if necessary, the Sponsor may use image Magnification (IMAG) to project the Speaker's image on screens placed within the event room, with the understanding that the Speaker's remarks and image are not recorded as a result. The Sponsor agrees to pay a tee of $1250 for the services of a stenographer. who will be onsite at the event. The stenographer will transcribe Speaker's remarks as they are being delivered, which shall be solely for the Speaker?s records. All arrangements relating to the Stenographer will be managed by the Agency The Sponsor understands and agrees that the electronic text speech transcript of Speaker's Speech and any audiotape of the speech have been specially commiSSioned by and createc for Speaker and constitutes a 'work made for hire' asthat term IS defined under the Copyright Act. 1? USC Section 101 et seq. In the event the electronic text speech transcript and any audiotape/videotape of the speech are not deemed a 'work made for hire' under the Copyright Act. the Sponsor hereby irrevocably assigns to Speaker in perpetuity any and all right. title and interest. including the copyright. in and to such transcript and audiotape/videota pei'DVD for the entire world. and the Sponsor shall not have any ownership rights of any kind with respect thereto Further. the Sponsor shall cause all individuals and entities retained by it in connection with transcribing Speaker's speech or audio Japingivideotaping the speech to furnish such services on a 'work made for hire' basis as that term is used under Sponsor initials: c' l, A 'l I II HARRY WALKER AGENCY ti .. .. - 1 I'l?d' makihyr the Copyright Act. and all such individuals and entities shall execute an assignment. in a form reasonably satisfactory to Speaker. of all right. title and interest in or to any of the services performed by them in connection with such work. RESERVED SEATING The Sponsor should reserve twenty (20) seats at the event for Speaker's staff/gueSts. These seats should all be together in the priority seating area and the guests should be included in the photo receiving line. Guests will NOT count against Sponsor?s TOO person maximum photoline. These will be released by the Agency should they not be required. SECURITY: it is understood and agreed by the Sponsor that any additional security measures requeSIed by the US Secret Service. including but not limited to. magnetometers and people trained to operate them. as well as trained staff to search the bags of attendees as appropriate. will be the financial responsibility of the Sponsor. THE BILL. HILLARY CHELSEA CLINTON FOUNDATION: It is understood that the net honorarium for this engagement is being paid to The Bill. Hillary Chelsea Clinton Foundation, a 501(c)(3) organization dedicated to strengthen the capacity or people in the United States and throughout the world to meet the challenges of global interdependence. Payment for the appearance of Clinton is not subject to personal entertainment tax withholdings in the United States or Canada. where applicable. Supporting documentation is available as needed lhe US Fed ID of the Clinton Foundation is Eli-1580204. The full contract fee. however. as stated on this contract and accompanying invoices is made payable to the Harry Walker Agency. Inc, The Harry Walker Agency will remit payment to The Bill. Hillary Chelsea Clinton Foundation. ITINERARY: Except as set forth in this Addendum. no additional appearances. seminars. discussion groups. receptions. dinners. press interviews. TV or radio arrangements. etc. shall be planned by the Sponsor nor expected of the Speaker unless expressly set forth in this Contract. The fees provided for in this contract are understood to be for the lecture program only; any other activities are to be treated independently unless contained in the Contract or expressly agreed to in writing by the Agency. It is agreed that the itinerary for this event will be as follows: ober 1 2 4 T230PM: Photoline not to exceed 50 photos with up to 100 peeple Speech followed by Moderated Sponsor him/L Ee'l nu. :mn 1 [HilVlku - The individual signing this Centract on behalf of Sponsor (?Signatory?) represents and warrants that he/she signs as a duly authorized representative or the Sponsor. Agreed to and Accepted by: mava Wm?d?am, dioramm my Sponsor Nam Title Date SUM- 1 May 13. 2014 The Harry Walker Agency. Inc. Date Sponsor Initials: