Received by NSD/FARA Registration Unit 10/05/2017 6:32:25 PM
J

°

OMB No. 1124-0006; Expires May 31,2020

Exhibit A to Registration Statement
Pursuant to the Foreign Agents Registration Act of
1938, as amended

U.S. Department of Justice
Washington, DC 20530

INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and far EACH additional foreign principal acquired
subsequently. The filing of this d° ment retires the payment of a filing fee as set forth in Rule (d)(1), 28 C.F.R. § 5.5(dXl). Compliance is
accomplished;by filing an electronic Exhibit A form at https ://www. fara.gov.
cu

Privacy Act Statement. The filing of this document is required by the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 et seq.,
for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this
information is subject to the penalty and enforcement provisions established in Section 8 of the Act Everyregistrationstatement, short form
registration statement, sj^plemental statement, exhibit, amendment, copy of informational materials or oAer document or mformation filed with the
Attorney Generalunder mis Act is a publicrecordopen to public examination, inspection and. copying during theposted business hours ofthe
Registration Unit in Washington, D'C. Statements are also available online at the Registratipn Unit's webpage: https://www.fara.gov. One copy of
every such document, other than mformational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and
copies of any and afl documents arsroutineiy made availabletoother 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 of the Act which lists, the names of all agents registered under
the Act and: the foreign principals they represent, this report is availabletothe public.m print and online at: htms://www.fara.gov.
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 comments regarding this burden estimate" or any other aspect of this collection of mfdrrnatibn, including suggestions
for reducing this burden to Chief, Registration Unit, Counterintelligence and Export Control 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 and Address of Registrant

2., Registration No

Reset Public Affairs, 1030 15th St., NW 10th Florr West, Washington DC 20005

3. Name of Foreign Principal

4. Principal Address of Foreign Prmcipai

Corneille Nangaa, president, Independent Election C
ommission of the Democratic Republic of Congo

4471, Boulevard du 30 juin, Kinshasa-Gombe. Ref en face d
e du Building ONATRA,

S. Indicate whether your foreign principal is one of the following:
• Government of aforeigncountry
1

•

Foreign political party

__ Foreign or domestic organization: If ejther, check one of the following:

•

•

Partnership

•

eprrarattec

P

Corporation

•

Voluntary group

•

Association

g j Other (specify) Independent Government Commission

IridividwU^Staite nationality

6. I f the foreign principal is a foreign government, state:
a) Branch or agency represented by the registrant

b) Name and title of official with whom registrant deals

7. If the foreign principal's a foreign political party, state:
a) Principal address

b)

Name and title of official with whom registrant deals

c)

Principal aim

1 "Government of a foreign country," as defined in Section 1(e) of the Act, hwludes any person or group of persons exercising sovereign de facto or de jure political jurisdiction
over any county, other than the United States, or over any part 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 by the United States.
FORM NSD-3

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Revised 05/17

 Received by NSD/FARA Registration Unit 10/05/2017 6:32:25 PM
8. If—cforeagn pTincip^isnotaford
a) State the nature:of the business or activity of this foreign principal.
Mr. Nangaa is president of the independent commission made up of members of civiJ;society, clergy, theoppq
sition political parties and others. His agency, known by the acohtny CBNI, is responsibleforcarrying our free,
fair and tranparerrt elections fn the DRC (Congo), one. of the largest nation's in Africa. Congo has never had a
peaceful transition of power since its founding in 1960, and Mr. Nangaa would tike to preside over the first eve
r, a difficult task, as the current president has refused to leave office since his term ended more than a year ag
o.
b) Is this foreign principal;
Supervised by a foreign government foreign political party^
Crwned by a foreign government, fordgn politic party, or o t ^
Directed by a foreign government, foreign political parry, or other foreign principal
Controlled by a foreign government, foreign political party, or other foreign principal
Financed by a foreign government,
fo
Subsidized in part by a foreign government, foreign political party,, or otherforeignprincipal

Yes • No __
Yes Q No __
Yes • No __
Yes _T No __
Yes E No •
Yes _ No D

9. Explainfijllyall items answered "Yes" in Item 8(b). (if additional.space is needed; a full insert page must be used)
The I ndependent National Election O&mmision is ah organization of independent public taw, established by the Congo!
ese Constitution, The Commission has administrative and financial autonomy but is financed and subsidized by the
Democratic Republic of the Congo

10. If the foreign principal is an organization and is not owned or controlled by a foreign governrrierit, foreign potitical party or other
foreign rjrmcipal, state who owns and controls it
It is an independent commission, funded by the government .but led by a 17-member leadership made up. of members
of the clergy, civil society, leaders from the opposition political parties and others, all of Whom endorsed Mr. Nangaaa
s president to lead CENI as its president

EXECUTION
In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the
mformation set forth in this Exhibit A to theregistrationstatement and that he/she is familiar with the contents thereof arid that such
corttentsare in their entirety true and accurate to the best of his/her knowledge and belief.

Date of Exhibit A Name and Title

10/5/17

Beau Phillips, Partner

Signature

/s/Sem ?kiUips

Received by NSD/FARA Registration Unit 10/05/2017 6:32:25 PM

Sign

 Received by NSD/FARA Registration Unit 10/05/2017 6:32:18 PM
OMBNo. U24M)004;ExpiresMay31,2020

us. 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 the terms and conditions of each oral agreement
with hisforeignprmcipai, including all modifications of such agreements, or, where no contract exists, a full statement of all die circunistances by
reason of which the registrant is acting as an agent of a foreign principal. Compliance is accomplished by fifeg ^electwmc Exhibit B form at
httns://www.fara.gov.
Privacy Act Statement. The filing of thfe document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 6l l et seq.,
for me purposes of registrationunder the Act and public disclosure. Provision of me information requested is mandatory, and failure to provide
the mformation is subject to the penalty and enforcement provisions established in Section 8 of the Act. Every registration statement, short, form
registratipn statement supplemental statement, exhibit, amendment,- copy of informational materials or other document or information Sled with the
Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours ofthe
RegislKirjOT.Umt in Washington, DC. Statements are also available online at
Registration Unit's webpage*. httpS'.//www.fara.sov- One copy of
every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, arid
copies of any and all documents are routinely made available to other agencies, departments andCOQgcess pursuant to Section 6(c) of the Act The
Attorney General also transmits a semi-annual report to Congress on the administration of die Act which lists the names of all agents registered under
the Act and the foreign principals they represent. This report is ayailable.to the public in print and online at: https://www.fara,.gbv.
Public Reporting Burden. Public reporting burden for this collection Of information is estimated to average .33 hours per response, including the ,
time for reviewing instructions, searching'existing data sources, gathering arid maintaining the data heeded, and completing and reviewing the
collection of information. Send commentsregardingthis burden estimate or any other aspect of this collection of information, including suggestions
for reducing this burden to Chief, RegistratipniUmCCounterm
and Export Control Secticm, National" Security Division, U.S. Department of
Justice, Washington, DC 20530; and to the Office of Information arid Regulatory Affairs, Office of Management and Budget, Washington, DC 20503.
1. Nameof Registrant

2. Registration No.

Reset Public Affairs

3. Name of Foreign Principal
Corneille Nangaa, president, Independent Election Commission ofthe Democratic Republic of Congo

Check Appropriate Box:
4. (g The agreement between the registrant and the abo ve-named foreign principal is a formal written contract. If this box ts
checked, attach a copy ofthe contract to this exhibit.
5. •

There is no formal written contract between the registrant and the foreign principal. The agreement with the above-named
foreign principal has resulted from an exchange of cbrre.spondence. If this box is checked, attach a copy of all pertinent
correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence.

6. •

The agreement or understanding between the:registrant aid the foreign principal is theresultof neither a formal Written
contract nor an exchange of correspondence between the parties. I f this box is checked, give a 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 agreernent or understanding.
Reset Public Affairs has been retained by the Independent National Election Commision ofthe Democratic
epublic of the Congo ("CENI") to support CENI's mission to ensure free, democratic and transparent electipnin
e Democratic Republic of the Congo by introducing: CENI leaders to U.S. government officials and institutions.

R
th

FORM NSD-4
Revised 05/17

Received by NSD/FARA Registration Unit 10/05/2017 6:32:18 PM

 Received by NSD/FARA Registration Unit 10/05/2017 6:32:18 PM
8 . Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above fc«ign"pMncipal.
Reset Public Affairs proposes to arrange meetings with journalists, non-governmental organizations:, and/or govern
merit officials or cause the same to be done through partners or subcantractors.

9. Will the activities on behalfofthe above foreign principal include political activities as defined in Section l(oji ofthe Act and in
the footnote below? Yes B
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 achievetinspurpose.
All activities will be undertaken to introduce CENI officials and communicate issues regarding a free, democratic
and transparent election.

EXECUTION
In accordance with 28 U.S.C. § 1746, the undesigned swears or affirms under penalty of perjury that he/she has read the
in&nnation set forth in mis Exhibit B to me regislratioh statement and that he/she is familiar with the contents thereof and that such
contents are in their entirety trueand accurate to the best of his/her knowledge arid belief.
Date~df Exhibit B

10/5/17

Name arid Title
Beau Phillips, Partner

Sipatute

IsftemlkUips

Sign

Footnote; "Political activity," as defined in Section l(o) ofthe Act, means any activity which the person engaging in believes will, or that the person intends to, many way influence
any agency or. official of the Government Of tbe United States or' any section of the public within the United States with reference to formulating, adopting, or changing'the
domestic or foreign policies of die United States or with reference to the political or public interests, policies, or relations of a government of a foreign country or a foreign political
party.

Received by NSD/FARA Registration Unit 10/05/2017 6:32:18 PM

 This Public Affairs Consulting Agreement ("Agreement") is made effective as of Sept. 26,
2017, by and between the Independent National Election Commission ofthe Democratic
Republic ofthe Congo, 4471, Boulevard du 30 juih, Kinshasa-Gornbe.Ref en face de du
Building ONATRA, and Reset Public Affairs, of 6120 Lemon Thyme Dr., Alexandria,
Virginia, 22310.
In this Agreement, the party who is contracting to receive services shall be referred to as
"CENI", and the party who will be providing the services shall be referred to as "Reset".
Reset has a background in public affairs and is willing to provide services to CENI based on
this background.
Therefore, the parties agree as follows:
I . DESCRIPTION OF SERVICES. Reset and its subcontractor, the Madison Group, wijl
support CENl's mission to ensure free, democratic and transparent elections in the DRC by
introducing CENl's leaders to certain American institutions. These may include U.S.
government officials, think tanks, NGOs, media outlets and other entities as directed.
1 PAYMENT. CENI will pay Reset a total of $75,000 for the six-week term of this contract
starting on Sept. 26,2017 and ending on Nov. 21, 2017. This fee shall be payable
immediately upon signature of this contract The term may be extended beyond Nov. 21,
2017 by mutual agreernent of both parties.
3. EXPENSE REIMBURSEMENT. Reset does not charge clients for routine office
expenses (phones, copying, etc.) but shall be entitled to reimbursement from CENI for both
larger than minor expenses incurred specifically while fulfilling CENl's business (i.e. business travel, etc.) and any expenses outside the ordinary course of business. Reset will
seek approval for any out of the ordinary, exceptional expense in advance.
4. INDEMNIFICATION. CENI will indemnify' and hold harmless RESET and its partners
and subcontractors (hereinafter "'Indemnified Parties") from and against any losses, damages,
claims, liabilities, and expenses (including without limitation as a result of third party
demands, legal proceedings or lawsuits, or requests or subpoenas served on any Indemnified
Party for information, reports, data, or releases), including reasonable attorney's fees and
expenses, suffered by Indemnified Parties as a result of the services rendered by Indemnified
Parties in the course ofthe above-referenced engagement to advise on the Litigation,
provided, however, that this provision shall not apply to any losses suffered by Indemnified
Parties that are determined iri a final judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of any Indemnified Party. In all
matters, as to which indemnification is available to Indemnified Parties under this
Agreement, Indemnified Parties shall be free to choose and retain counsel, the expenses of
which shall be paid in full by CENI, provided Indemnified Parties shall secure the prior
written consent of CENI as to such selection, which consent shall not be unreasonably
withheld.
5. RELATIONSHIP OF PARTIES. Contractor agrees to perform the Services hereunder
solely as an,Independent Contractor. The parties to this Agreement recognize that this ^

 Agreement does not create any actual or apparent agency, partnership, franchise, or
relationship of employer and employee between the parties. Contractor is not authorized to
enter into or commit the Company to any agreements. Further, Contractor shall not be
entitled to participate in any of the Company's benefits, including without [imitation any
health or retirement plans. Contractor shall not be entitled to any remuneration, benefits, or
expenses other than as specifically provided for in this Agreement. Company shall not be
liable for taxes, Worker's Compensation, unemployment insurance, employers' liability,
social security, withholding tax, or other taxes or withholding for or on behalf of Contractor
or any other person consulted or employed by Contractor in performing Services under this
Agreement. All such costs shall be the responsibility of Contractor.
6. DISCLOSURE. Reset is required to disclose any outside^activities or interests, including
ownership or participation in the development of prior inventions, that conflict or may
conflict with the best interests of SHORTNAME. Prompt disclosure is required under this
paragraph if the activity or interest is related, directly or indirectly, to:
- any activity that Reset may be involved with on behalf of CENI.
7. EMPLOYEES. Reset's employees, if any, who perform services for CENI under this
Agreement shall also be bound by the provisions of this Agreement.
8. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
copyrightable works, ideas, discoveries, inventions, applications for patents, and patents
(collectively, "Intellectual Property"):
a. Consultant's Intellectual Property. Reset does not personally hold any interest in any
Intellectual Property.
9. CONFIDENTIALITY. CENI recognizes that Reset has and will have the following
information about CENI:
- future plans
- business affairs
- process information
- technical information
and other proprietary information (collectively, "Information") which are valuable, special
and unique assets of CENI and/or its members and need to be protected from improper
disclosure. In consideration for the disclosure of the Information, Reset agrees that Reset will
not at any time or in any manner, either directly or indirectly, use any Information for Reset's
own benefit or divulge, disclose, or communicate in any manner any Information to any
third party without the prior written consent of CENI. Reset will protect the Information and
treat it as strictly confidential. A violation of this paragraph shall be a material violation of
this Agreement.
10. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of this Agreement. J

 11. NOTICES. Ail notices required or permitted under this Agreement shall be in writing
and shall be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:
[F for CENI:
Corneille Nangaa
President, CENI
4471, Boulevard du 30 juin
Kinshasa-Gombe
Ref en face de du Building ONATRA
T: +1(243) 813543857, 993043442
Email: info@ceni.cd

IF for Reset:
Reset Public Affairs
Beau Phillips
Managing Partner
6120 Lemon Thyme Dr.
Alexandria. Virginia 22310
M: 202-368-9033
Beau@resetpa.com
Such address may be changed from time to time by either party by providing written notice to
the other in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether oral or written.
This Agreement supersedes any prior written or oral agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
14. SEVERABILITY, If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting-such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall hot be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every provision of this
Agreernent.
16. APPLICABLE LAW. This Agreement shall be governed by the laws ofthe ^/
Commonwealth of Virginia.

 17. ARBITRATION. Any controversies or disputes arising out of or relating to this
Agreement shall be resolved by binding arbitration in accordance with the then-current
Commercial Arbitration Rules of the American Arbitration Association. The parties shall
select a mutually acceptable arbitrator knowledgeable about issues relating to the subject
matter of this Agreement. In the event the parties are unable to agree to such a selection, each
party will select an arbitrator and .the two arbitrators in turn shall select a third arbitrator, all
three of whom shall preside jointly over the matter. The arbitration shall take place at a
location that is reasonably centrally located between the parties, or otherwise mutually agreed
upon by the parties. All documents, materials, and information in the possession of each
party that are in any way relevant to the dispute shall be made available to the other party for
review and copying no later than 30 days after the notice of arbitration is served. The
arbitrator(s) shall not have the authority to modify any provision of this Agreement or to
award punitive damages. The arbitrator(s) shall haye the power to issue mandatory orders and
restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s)
shall be final and binding on the parties, and judgment may be entered in conformity with the
decision in any court having jurisdiction. The agreement to arbitration shall be specifically
enforceable under the prevailing arbitration law. During the continuance of any arbitration
proceeding, the parties shall continue to perform their respective obligations under this
Agreement.

For CENI

Signature

^

For Reset

Date

Signature

Print Name

Print Name

Title

Title

Date