Received by NSD/FARA Registration Unit 10/05/2017 5:10:30 PM OMB No. 11.24-0006; 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 for EACH additional foreign principal acquired subsequently. Thefiling of this document requires the payment of a filing fee as set forth in Rale (d)(1), 28 C.F.R. § 5.5(dXU. Compliance is accomplished by filing an electronic Exhibit A form at https://wvm.fara.gov 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 etseq., 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 enfbricement provisions established in Section 8 of the Act Every registration statement,- short form registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or information filed with the Attorney General under this Act is a_poblic record open to public examination, inspection and copying during the posted business hours of the Registration'Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: hnps://www. fara.gov. One copy of every such document, other than informational materials, is automatically provided to therSecretary of State pursuanttb Section 6(b) of the Act, and copies of any and all documents areroutinelymade availabletoother agencies, departments and Congress pursuant to Section 6(c) of the Act the Attorney General also transmits a semi-annual reporttoCongress on the adtamistratton ofthe Act which lists the names ofall agents registered under the Act and the foreign principals they represent, thisreportis availabletothe public in print mid online at: htfrs:/7w\yw.fara.gov. Public Reporting Burden. Public reporting burden por this collection Of information is estimated to average .49 hours per response, including the timeforreviewing mstru'etions, searching existing data sources, gathering and mamtaimng thedata needed, and cowrplieting andI reviewing the collection of information. Send cornments regardh^tfcris burden estimate or any other aspect of this collection .of mfarrnatidn, including suggestions for reducing this burdentoChief,, ^istratiop Unit, Countermtelligehce and Export Control Section, National Security Division, U .S. Department of Justice, Washington, DC 20330; and to the'Office of Informatidh and Regulatory Affairs, Office of Management and Budget, Washington, DC 20:503. 1. Name and Address of Registrant 2. Registration No. The Madison Group LLC 6355 3. Name of Foreign Principal independenlNational Election Commission of the Democratic Republic of Congo through Reset Public Affairs. 4. Principal Address of Foreign Principal 447T Boulevard du 30juin, Kirishasa-Gornbe. Ref en face de du Building QNATRA 5 . Indicate whether your foreign principal is one of the following: Q Government of a foreign country • Foreign political party S Foreign or domestic organization: If either, check one of the following: • Partnership • Committee Q Corporation Q Volnntary group • Association El Other (specify) Independent Commission • Individual-State nationality . 1 6. If the'foreign principal 'is a foreign government, state:" a) Branch or agency represented by me registrant b) Name and title: of official with whom registrant deals 7. If the foreign principal i i 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, includes any person or group of persons exercising sovereign de facto or de jure political jurisdiction over any country, other than the United States, ot oyer any part of suck country, and includes any subdivision of any such group and any group or agencytowhich such sovereign defacto 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 beenrecognizedby the United States FORMNSD-3 Received by NSD/FARA Registxaticm Unit 10/05/2017 5:10:30 PM Itovi " d0s/I7 Received by NSD/FARA Registration Unit 10/05/2017 5:10:30 PM 8. If the foreign principal is not a foreign government or a foreign political party: a) State the nature of the business or activity of this foreign principal.. The Independent National Election Commission of the.Democratic Republic of the Congo is an organization pf independent Congolese law, established by the Congolese Constitution. b) ts thisforeignprincipal: Supervised by a foreign government, foreign political party, or other foreign principal Owned by a foreign goveimnent, foreign political party, or other foreign principal Directed by a foreign government, foreign political party, or other foreign principal Controlled by a foreign government, foreign political party, or other foreign principal Fmanced by a foreign government, foreign political parry, or other foreign principal Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes O No El Yes • No M Yes • No 0 Yes • No E Yes IS No • Yes i No D 9. Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, a jfalfinsert page must be used.) The Independent National Election Commission is art organization of independent public law, established by the Congolese Constitution. The Commission has administrative andfinancialautonomy but is financed and:subsidized by theDemocratic Republic of the Congo. 10. If the foreign principal isan organization and is not owned or controlled by a foreign government, foreign political patty or "other foreign principal,.state who owns and controls it. 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 setforthm 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 Signature October 05,2017 ftobb Watters, Managing Partner /s/Robb Watters Received by NSD/FARA Registration Unit 10/05/2017 5:10:30 PM eSigned Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM OMB No. 1124-0004; Expires May 31, 2020 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 the terras and conditions of each oral agreement with his foreign principal, including all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by reason of which theregistrantis acting as, an agent of aforeignprincipal. Compliance is accomplished by filing an electronic Exhibit B form at https ://www.fara.goy. Privacy Act Statement. The filing of this document is required for the Foreign Agents Registratioh Act of 1938, as amended, 22 U.S-C. § 611 e't seq., for die purposes ;of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide the mforroation is subject to the penalty and enforcement provisions established in Section 8 of the Act. Every registration statement, short form registration statement, supplemental statement, exhibit, amendrnent, copy of mformational materials or other document or informatiorifiledwith the Attorney General under mis Act is a public record open to public examination, inspection and .copying during the posted business hours of die Registration Unit in Washington, DC. 'Statements ai* also available online at the'Regish^tion Unit's webpage: https://wwjy,fara-goy. One copy of every such document, other than inibrmatipnal 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) of the Act The Attorney General alsotiansmits.a semi-annual reporttoCongress on the admmistration oi the.Act which lists the names of all agents registered under the Act and the foreign principals they represent. This report is availabletothe public in print and online at: https://www.fara.gov. Public Rer^rtiitg Burden. Public reporting burden for this collection of mformation is estimated to average .33 hours perresponse,,including the time for reviewing instructions, searching existing data sources,,gathermg and maintaining the data needed, and completing and reviewing-the collection of information. Send comments regarding this burden estimate or any other aspect of this collection ,pf irdbrrnation, 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; andtothe Orfice offaframationand Regulatory Affairs, Office of 'Management and Budget, Washington, DC 20503. 1. Name of Registrant The Madison Group, LLC 2. Registration No. 6355 3.. Name of Foreign Prmcipai The Independent National Election Commission of the Democratic Republic of the Congo through ResetPublic Affairs Check Appropriate Box: 4. El The agreement between the registrant and the above-named foreign principal is a formal written contract. Iftinsbox is checked, attach a copy ofthe contract to this exhibit. 5. • There is noformalwritten contract between the registrant and the foreign principal. The agreement with the above-named foreign principal has resulted from an exchange of correspondence. If this box is checked, attach a copy of all pertinent correspondence, mcluding a copy of any initial proposal which has been adopted by reference in such correspondence. 6. • The^agreement or underetanding between the registrant and the foreign principal is die result of neither a formal written contract nor an exchange of corxespfjndence between the parties. If 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 die nature and method of perfqimahce of the above indicated agreement or understanding. the Madison Group has been retained by Reset Public.Affairs on behalfof the Independent National Sectipn Commission of the.Democratic Republic ofthe Congo. FORMNSD-4 Revised 05/17 Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM 8. Describe fully the activities theregistrantengages in or proposes to engage in on behalf ofthe above foreign principal. The Madison Group has been retained.by Reset Public Affairs on behalf of the Independent National Election Commission of the Democratic Republic of the Congo ("CENI") to support CENl's mission to ensure free, democratic and transparent elections in the Democratic Republic ofthe Congo by introducing CENI leaders to U.S. government officials and-institutions. 9. Will the activities on behalf of the aboveforeignprincipal include political activities as defined'ih Section I (o) of die Act and in mefootnotebelow? Yes 0 No Q If yes, describe all such political activities indicating, among other things, the relations, interests or policies to beinfluenced together with the means to be employed to achieve this purpose. All activities will be undertaken introduce CENI officials and communicate issues regarding a free, democratic and transparent election. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or afmms 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 accuratetothe best of his/her knowledge and belief. Date:df Exhibit B Name and Titie October 05,2017 Robb Watters Signature fc/ Robb Watters eSigned Footnote; "Political activity," as defined in Section T(o) ofthe Act, means any activity which the person engaging in believes will, or that Ihe person intendsto,in any way influence any agency or official of the Government ofthe United States or any section ofthe public within the United States with reference toformulating,adopting, or changing the domestic or foreign policies of the 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 5:10:22 PM Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM SUBCONTRACTOR AGREEMENT this Subcontractor Agreement f Agreement")^ made effective as of October 3,2017, by and between Reset Public Affairs, of 6120 Lemon Thyme Dr., Alexandria, Virginia 22310 (hereafter "Reset") and the Madison Group of 1030 15 St., N,W. Washington, D.C. 20005 (hereafter "Madison"). th RECITALS Reset has entered into a contract dated October 3,2017 (the "Original Contract") with the Independent National Election Commission of the Democratic Republic ofthe Congo, of4471, Boulevard du 30 juin, Kinshasa-Gortibe. Ref en face de du Building ONATRA (hereafter "CENI"). Under the Original Contract, Reset has agreed to provide public affairs and other services as needed, and wishes to subcontract with Madison for a portion of the services contemplated by me Original Contract. Madison is willing to provide such services. AGREEMENT Therefore, in consideration of tie mutual promises contained in this Agreement, the parties agree as follows: 1. Description of Services. Beginning on October 03..2017 and ending On Nov. 14,2017, Madison will support CENl's mission to. ensurefree,democratic and transparent elections in the DRC by mtrodueing CENl's leaders to rartam American leaders and institutions. These may include U.S. government officials, including Members of Congress and/or Congressional staff and those working in the Executive branch of government. ii 2. Payment for Services. In consideration for their Services, Reset will pay Madison $25,000. Payment will be made within 30 days of Reset receiving invoices from Madison- Madison may also incur non-routine expensesjin ih& course of its work on behalf of Reset and will seek prior approval for any expe^nditure o\*er $100. 3. Completion. All Services shall be completed by Madison in a timely matter. 4. Permits. Madison shall be solely responsible for obtaining and paying for all necessary permits,ficenses,and any other jinstanerits required to perform the Services. Reset will fully cooperate with Madison in the obtaining of any permits and licenses, as necessary. Madison understand its responsibilities tq register under the Foreign Agent Registration Act related to this contract: 5. Indemnity and Insurance. RerfHvpft hy NS1D/FAR A RpgistraHnn Unit in/OS/7.n 7 5:10:22 PM Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM a, Madison agrees to mdemnjify and hold harmless Reset, and their respective agents and assignsfromall claims, losses, damages, expenses, fees including attorney fees, costs, settlements and judgments arising out of the perfomiance of Madison or resulting in whole or in partfromthe actual or alleged acts, omissions, or breaches of this Subcontract by Madison, orthe violation Of any relevant laws by Madison or its employees, agents Or others under its control while rjeifonrung thej Services under this subcontract. b. Madison shall maintain insurance policies, of each and every type, and with provisions and coverage amounts substantially identical to, corresponding requirements of Reset as described by the terms of the Original Contract. Madison shall provide Reset with written proof of compliance with tm^ paragraph upon request. 6. Changes. If Reset requests or requires any change either expanding or limiting the work to be performed under the Original Contract, Madison shall accept such modification. Resetagrees to provide Madison with written notice of any such change as soon as practical after Reset receives such notice from the client. Anv resulting increase or decrease in the subcontract price provided for in Pcffagraph 2 must be in writing, mutually agreed to, and signed by both parties. 7. Default. The occurrence of any of the following shall constitute a material default under this Agreement: j I • a The failure of Reset to make a required payment when due. i b. The insolvency or bankruptcy of either party. • c. The failure of Madison to ieliver the Services in the time and manner provided for in this . Agreement. &. Remedies on Default In additionto any and all otherrightsavailable according to law, if either parry defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without IMitation the failure to make a monetary payment when due), the other party may elect to terminate this Agreement if the default is not cured within 30 days after providing notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default 9. Relatjonshi-p ofthe Parties. The provisions of this Agreement are not intended to create, nor shall be deemed or construed tcj create, any joint venture, partnership or other relationship between Reset and Madison other than that pf independent entities contracting with each other solely for the purpose of carrying out the provisions of this Agreement. Neither of the parties to this Agreement, nor any of their respective employees,, agents, or other representatives, shall be construed to be the agent, employee or representative ofthe other party. Neither party shall have the authority to bind the other party nor shall a party be responsible for the acts or omissions of the other party, unless otherwise stated in this Agreement. Similarly, Madison expressly acknowledges that Reset is not an agent, employee or representative of Madison and covenants to represent itself accordingly. Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM 10. Notices. Ariy notice or communication required or permitted under this A^eement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to suck other address as one party may haye furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for. 11. Entire Agreement. This A^eement contains the entire Agreement of the parties regarding the subject matter of this Agreemer t, and there are no other promises or conditions in any other agreernent whether oral or written. 12. Waiver. No waiver by either party of any breach of this Agreement shall be deemed to waive any other breach. No acceptance of payment or performance after any breach shaU be deemed a waiver of any breach. No failure or delay to exercise anyrightby a party upon another's default shall prevent that party from later exercising that right, nor shall such failure or delay operate as a waiver of any default. ' i 13. Severability. If any provision of this Agreernent 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 valiA and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 14. AmerAient. This Agreemeit may be modified or amended only i f made in writing and signed by both parties. 15. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia. 16. Assignment. Neither party may assign or transfer this Agreement without the prior written consent ofthe other party, whicji consent shall not be uiureaspnably withheld. 17. Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Agreement throughfrienjdiynegotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure, t 18. Signatories. This Agreement shall be signed by Beau Phillips, Managing Partner on behalf of Reset Group and by Robb Watters, on behalf of the Madison Group and shall be effective as of the datefirstwritten above. I Signature lines on next page RpreivpH hy NND/FAI? A BpgicWmr. TTnit in/fK/9017 JvlO-9? PM Received by NSD/FARA Registration Unit 10/05/2017 5:10:22 PM GENERAL CONTRACTOR: Reset Public Affairs By: Beau Phillips ana Partner Date SUBCONTRACTOR: Madison Group By, RobbJyfatters Managing Partner RPPPIVPH h y NT^TVFAR A fepmstraHnr, TTnit Date 10/0^/7017 ^m-77 PM