Received by NSD/FARA Registration Unit 09/12/2017 7:21:30 PM • U.S. Department of Justice * OMR No. i 124-0006; Expires April 30,2017 Exhibit A to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended Washington, DC 20530 INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired subsequently. Thefiling of this document requires the payment of a, filing fee as set forth in Rule (d)(f), 28 C.F.R. § 5.5(dXl)- Compliance is accomplished by filing an electronic Exhibit A form at http://smw .fara.gov. Privacy Act Statement. Thcfiling of this document is required by the Foreigh Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseg., for ihe purposes ofregistrationunder the Act and public disclosure. Provision of the infonnation requested is mandatory, and failure to provide this information is subject totikepenalty and enforcement provisions established in Section 8 of the Act. Every registration' statement, short form registration statement, supplemental statement, exhibit, amendment, copy of infoimational materials or other document or irdonnation filed with die Attorney General under this Act is a public record open to public examination, inspection and copying during theposted business hours ofthe Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpagc: httpr/Ayww.fara.ftov. One copy of every such document, other than informational materials, is automatically provided U) the Secretary of State pursuant to Section 6(h) Of the Act, and copies Of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act. The Attorney General also transmits a semi-annual report to Congress on the administration ofthe Act which lists die names of all agents registered under the Act and the foreign principals they represent. This report is available to the public in print and online at: hftp://www.fara.g"ov. Public Reporting Burden.. Public reporting burden for this collection of information is estimated to average .49 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of mformation. Send commentsregardingihis burden, estimate or any other aspect of this collection of .information, mcluding suggestions for reducing this burden to ChW, Registration Un^ Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No. 1. Name arid Address of Registrant Andreae & Associates 601 i3th St, NW Ste, 290N 6371 3. Name:of Foreign Principal 4. Principal Address of Foreign Principal 610 Ayenue Block 17 For Iraq United AI Yarmuk No. 13 Baafrdad. Iraa _ _ . .. 5. Indicate whether your foreign principal is one of the following: • Governtnerit of a foreign country _\ Foreign political party • 1 Foreign or domestic organization: I f either, check one of the following: • Partnership • Conurdttee D Corporation • • Association Individual-State nationality • Voluntary group • Other (specify) 6. I f the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant b) Name and title pf official with whom registrant deals 7. [ f the foreign principal is a foreign political parry, state: a) Principal address 610 Avenue Block 17 Q b) Name andtitle;ofofficial with whom registrant deals c) Principal aim Osama al-Nujatfi p j g ^ por Iraq United party is to represent the intereste of Sunnis in the administrative and p o t i f e l a f ^ government. r n c i p a j m t n 6 • 1 "Government of a foreign country," as defined in Section 1(e) of the Act, includes any person orgroup of persons exercising sovereign de facto or de jure-political jurisdiction over any country, other than the United States, or oyer any pan of such country, and includes any subdivision of any such group and any group or agency to which such sovereign de facto or de jure authority or functions are directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether such faction or body of insurgents has or has not been recognized bv the United Stales ' J • a FORM NSD-3 Received by NSD/FARA Registration Unit 09/12/2017 7:21:30 PM ^^ovu Received by NSD/FARA Registration Unit 09/12/2017 7:21:30 PM 8. If the foreign principal is not a foreign govorirneht or a foreign political parry: a) State the nature of the business or activity of this foreign principal. b) Is this foreign principal: Supervised by a foreign government, foreign^ political p^arty, or other foreign Yes • No • Owned by a foreign government, foreign political party, or other foreign principal Yes Q No D Directed by a foreign, government, foreign political party, or other foreigh principal Yes • No • Controlled by a foreign government, foreign political parry, or other foreign principal Yes Q No • Financed by a foreigh government, foreign political parry, or other foreign principal Yes Q No • Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes Q No • 9. Explain fully all items answered "Yes" in Item 8(b). (Jf additional space is needed, a full insert page must be used) 10. If the foreign principal is an organization and is not owned or controlled by aforeign'government,fbragn'poUtical patty "or Mother foreign prmcdpal, state: who owns .and controls it. EXECUTION In accrirdancerwith 28 U.S.C. § 1746, the undesigned swears or affirms under penalty of perjury that he/she has read the infonnation set forth in this Exhibit A to the registration statement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name and Title September5,2017 Charles Andreae, President Signature Received by NSD/FARA Registration Unit 09/12/2017 7:21:30 PM Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM OMB No. 1124-0004; Expires April 30, 2017 u.s. Department of Justice Washington, DC 20530 Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS. A registrant must furnish as an Exhibit B copies of each written agreement and tlwterms and conditions of each oral agreement with bis foreign principal, mcluding all modifications of such agreements, or, where no contract exists, a full statement of all the chxttmstances by reason of which theregistrantis acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at http://www.fara.gov. Privacy Act Statement The filing of diis dprament is required for die Foreign Agents RegistraUpn Act of 1938, as amended, 22 U.S.C. § 611 etseq.,. for Ihe purposes of regisG^tion under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide the information is subject to the penalty and enforcement provisions established in Section 8 ofthe Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or mformation filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washnigtori, DjC. Statements are also availabie;online at the Registration Unites webpage: http://www.fara,gov. One copy Of every such doormer^ other than informational materials, is automatically provided to the Secretary of State pursuant to Section; 6(b) ofthe Act, .and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) ofthe Act. the Attorney General also transmits a semi-armual report to Congress on the administration of the Act which lists the names Of all agents registered under the Act and me foreign principals they represent. This report is available'to the public in print and online at: http://www.fara.gov. Public Reporting Burden. Public reporting burden for this collection of mformation is estimated to average .33 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of mformation. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions forreducingthis burden to ChiefsfegistrationUnit, Cqunterespionage-Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 1. Name of Registrant Andreae & Associates 2. Registration No. 6371 3. Name of Foreign Principal For Iraq United Check Appropriate Box: 4. _\ The agreement .between the registrant and the above-named .foreign principal is a formal written contract. I f this box is checked, attach a copy of the contract to tins exhibit.. 5. • Thereis no formal written contract between the registrant and the foreign principal. The agreement with the above-named foreign principal has resulted from ah exchange of correspondence. I f this box is cheeked, attach a copy of all pertinent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence. 6. O The agreement or underbidding between the registrant and the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between die parties. I f this hoxis checked, givea complete description below of the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, if any, to be received. 7. Describe fully the nature and method of performance ofthe above indicated agreement or understanding. Registrant.will provide, government relations services on behalf of theforeignprincipal within the United Statesfora ' monthly fee of $50,000. This includes assistance in coordinating schedule and arranging meetingsfora trip to Washington. / FORMNSD-4 Revised 03/14 Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM 8. Describe fully the activities the registrant engages in or proposes to engage in on behalf pf the above foreignplincipaT Registrant will provide government relations services, strategic consulting, and publicaffairs services on behalf of the foreign principal within the United States to educate US audiences on the aims of the political'party. ~9. WU Inactivities onbehalf of the abovefbreign principal include political activities as defined in Section l(o) of .me Act and ra the footnote below? Yes H No • Ifyes, describe all such political activities indicating, among other things, the relations, interests or policies to be influenced together with the means to be employed to achieve this purpose. Theregistrant'sactivities oh behalf of the foreign principal may include communications with the media, Members of Congress and Congressional staff, and Executive Branch officials, as well as think tanks and academics. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit B to the registration statement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date:of Exhibit B September 5, 2017 "Name'and Title Signature Charles Andreae, President Footnote: "Political activity," as defined in Section 1 (o) Of die Act, means any activity which the person engaging in believes will, or that the person intends to, in any way influence any agency or official ofthe Government ofthe United States or any section of the public within the United States with reference to formulating, adopting, or changing the domestic Wforeignpolicies of the United States or with referencetothe political or public interests, policies, or relations of a government of aforeigncountry or a foreign' political party. " Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM CONSULTING SERVICES AGREEMENT This Consulting Agreement ("Agreement"), effective as of August 25,2017 ("the Effective Date"), is entered into by and between For Iraq United (''Client"), headquartered in Erbil, Iraq, and ROBERT KELLEY and ANDREAE & ASSOCIATES, INC ("Consultants"), with an address of 613 11th St. NW, Washington DC in reliance upon thefollowingfacts and with certain defined terms defined herein. The terms '^party" or "parties" may be used interchangeably herein as context requires. WHEREAS, For Iraq United is apolitical party. WHEREAS, Consultants provides certain consulting services in thefieldof corporate and public affairs. WHEREAS, Consultants desire to provide* and Client desires to have Consultants provide, certain consulting services more particularly described herein. NOW, THEREFORE, in consideration of the terms and provisions set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties mutually agree to the following: 1. SERVICES Pursuant to this Agreement, Consultants shall supply Client with the following consulting services (the "Services/Deliverables"): Strategic counsel for one month beginning August 25, 2017 Organization and coordination of Washington, DC visit of one week in September 2017 before September 25,2017. In performing the Services under this Agreement, Consultants warrants it shall perform the Services and produce and deliver the DeHyerables in accordance with generally accepted industry standards for the performance of similar services and production and delivery of similar deliverables..Nj^withstanding that this Appendix is incorporated herein by reference, in the event of any conflict between theterms, conditions, and obligations of this Agreement and said appendix, the terms, conditions, and obligations of this Agreement shall govern. 2. TERM AND TERMINATION 2.1 lerjk This Agreement ..Lull continue iu lull lorce and eft'ea tor u period of one month from the date written above (i.e., August 25, 2017), unless terminated earlier under the provisions of this Agreement. This Agreement may be extended upon the written agreement of the parties. 2.2 Termination, This Agreement may be terminated: (i) by Client or Consultant for any reason upon thirty (30) days written notice; (ii) by either party if the other party becomes insolvent or bankrupt, or files a voluntary petition in bankruptcy, or has had filed for an ^voluntary petition in bankruptcy (unless such involuntary petition is withdrawn or dismissed within ten days after filing) in which event termination may be immediate upon notice; (iii) by either party if the other party fails to cure any breach of a material covenant, commitment or obligation under this Agreement, within 30 days after receipt of written notice specifically setting forth the material breach from the other party; (iv) by either party if the other party is convicted of or pleads guilty to a crime of an act of fraud that materially impacts on its perfonnah.ee or its fiduciary duties hereunder, in which Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM event termination may be immediate upon written notice. In the event of termination, Client shall have no obligation to Consultant other than to compensate Consultant for Services actually and properly performed by Consultant prior to the effective date of such termination. 3. COMPENSATION Compensation. Client agrees to pay Consultants a retainer of $50,000 (fifty thousand dollars), due in one payment at start of contract, by August 25,2017. Business expenses ("Expenses") exceeding $250 should receive written prior approvalfromClient. Payment. Fifty thousand dollars by or earlier than August 25, 2017. An Invoice and Banking Iiifomuition will be provided by Consultants to Client. T,ate Payments. Late payment will be assessed a one percent (1%) finance charge per month (twelve percent (12%) per annum) or the highest finance charge permitted by applicable law, whichever is less, 4. EXPENSES Consultants shall submit invoices for the Expenses. All invoices shall be payable upon the date of receipt ofthe invoice by Client; however, in the event Client has questions concerning any invoiced item, payment of that item shall be made only after the satisfactory resolution of those questions. Client shall give Consultants prompt notice of any such questions, which the parties then agree promptly to resolve. 5. BOOKS AND RECORDS During the term of this Agreement and for a period of two (2) years afterfinalpayment by Client, Consultants will maintain original vouchers, receipts, and invoices relating to the services performed and amounts invoiced by Consultants under this Agreement; and such documentation shall be open to inspection and subject to audit and reproduction by Client or Client's agent or representative. 6. INDEPENDENT CONTRACTOR Consultants and Client acknowledge and agree that in performing Services under mis Agreement, Consultants will be acting solely as an independent contractor, and neither Consultants nor any of its employees, associated consultants, subcontractors or employees of said consultants or subcontractors shall be deemed to be employees of Client for any purpose. 7. CONFIDENTIALITY Consultants and Client acknowledge that by reason of this relationship, each will have access to certain information and materials concerning the other party that are confidential and of substantial value to the respective party, which value would be impaired if such information were disclosed to third parties. Each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party any such confidential information revealed to and identified as confidential, in writing or other tangible form, without the prior written consent of the other party- Each party shall take every reasonable precaution to protect the confidentiality of such information. This section shall not apply to any confidential information which is or-becomes generally known and available in the public domain through ho fault of the other party. Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM Should Consultants use a subcontractor or consultant for performance of any Services under this Agreement, Consultants shall require such subcontractor or consultant to execute a confidentiality and nondisclosure undertaking in the same from as set forth in this Section 7. 8. INDEMNIFICATION AgreementtoIndemnify, Each party hereto agrees to mdemnify and hold the other party harmless, and pay all losses, costs, damages or expenses, whatsoever, mcluding counsel fees, which the other party may sustain or incur on account of, against any and all claims, including but not limited to, infringement of trademarks or trade names, warranty claims, negligence claims, breach of fiduciary duty, product liability claims, or similar claims by other third parties, to the extent such claims arise from or relate to any losses that are finally judicially determined to have resulted primarily from the gross negligence, recklessness, or willful misconduct of the mdemnifying party in performing this Agreement, or from its breach of its warranties herein contained. Each party shall promptly deliver to the other any notices or papers served upon it in any proceeding covered by this indernnification provision. The indemnifying party shall defend such litigation at its own expense. The aon-mdernnifying party shall use its best efforts to assist the mderrinifying party to defend such litigation. Survival. The provisions of this Section 10 shall survive and remain in full force and effect after the termination or nonrenewal of this Agreement 9. FORCE MAJEURE Neither the Consultants nor Client shall be liable for any delay or failure of performance if, and to the extent, such delay or failure is caused by state of war,riot,civil disorder, fire, labor troubles, strikes, accidents, energy failure, equipment breakdown, action of Government or civil authority, acts of God, or other causes beyond the reasonable control of the party and that by the exercise of due diligence, it is unable to prevent, provided that the party claiming excuse uses its best efforts to overcome the delay or failure. Client may at its option cancel any outstanding Services which the Consultants advises it will be unabletotimelydeliver because of force rnajeure conditions and may assign those Services to another consultant 10. MISCELLANEOUS Notices, Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressedtothe other party at the address shown above or at such other address for which such party gives notice hereunder. In the case of registered or certified mail, such notice shall be deemedtohave been given seven (7) days after deposit in the mail. Notice may also be given if faxed or emailed with evidence of receipt by receiver, such notice to be deemed given on the date of transmission. Assignment. This Agreement is personal to the parties, and no party may assign or transfer this Agreement or any of itsrightsand obligations under this Agreement without the prior written consent of the other party. Any pu^rported assignment absent such consent shall be null and void and of no force or effect. Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM Compliance with Law. Client and Consultants agree that they will comply with all governmental laws, regulations and requirements applicable to the performance of this Agreement Choice of Law. This Agreement shall be interpreted m accordance with and governed by the laws of the State of Virginia, Dispute Resolution. Any dispute arising between the Parties out of or in connection with this Agreement will be initially attempted by mediation between the Parties and, if mediation proves unsuccessful!, will be finally resolved by binding and non-appealable arbitration in Virginia, pursuant to the Commercial Ariritration Rules of the American Arbitration Association. Notwithstanding the foregoing, this Section will not prohibit either Party from seeking injunctive relief against the other Party to enjoin a breach of any provision of this Agreement pending the resolution of a dispute by arbitration. Each Party consents to personal jurisdiction in the federal courts of the State of Virginia for the limited purposes of this Section, and agrees that personal jurisdiction in any such court will be deemed proper. The Parties shall each select an arbitrator and the two selected arbitrators shall select a third arbitrator, andthe three arbitrators shaft rule the dispute. The Parties shall utilize an expedited process where discovery is limited to sixty (60) days and the arbitrator must have a hearing within thirty (30) days after completion of discovery and issue his or her ruling within two (2) weeks thereafter. The arbitration selection process shall not take more than twenty (20) days. Costs. In the event of any arbitration and/or litigation to enforce this Agreement, the r^vailing Party will be entitled to recover its reasonable attorneys' fees and other costs, as assessed by the arbitrator or the court, it being the intent of the Parties that the Arbitrator or the court shall assess that such fees and costs be paidtothe prevailing party. Severability. If any provision(s) of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly represents the parties' intent in entering into this Agreement. Modification: Waiver. This Agreement may hot be altered, amended or modified in any way except in writing signed by both parties. The failure of a party to enforce any provision ofthe Agreement shall not be construed to be a waiver of therightof such party to thereafter enforce that provision or any other provision or right Entire Agreement. This Agreement represents and constitutes the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to any and all matters between Representative and Andreae and Associates. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one rnstnmient. The parties hereby mutually accept a signed, scanned and countersigned Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as ofthe date first set forth above. Received by NSD/FARA Registration Unit 09/12/2017 7:21:28 PM For Client: By Printed. Tiue_ Date For Consultants By. Printed__Robeit Keiley. Title_J*resident; Date 21 A**®-*- » t By_ Printed_Charles Andreae. Title President Date August 21,2017,