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HILL+KNOWLTON

March 1,2013

s r n A T I 011 B

Gregory P. Stone
Munger, Tolies & Olson LLP
365 South Grand Avenue
Los Angeles. CA 90071
Dear Mr. Stone:
This will serve as (he Agreement pursuant to which Hill and Knowiton Strategies, LLC DBA
Hill+Knowlton Strategies will serve as professional communications counsel to Munger. Tolies &
Olson LLP rcilenf).
1.

Services
Hlll+Knowlton Strategies shall provide consulting services in accordance with the terms
and conditions of this Agreement ("Services"). Such Services shall be performed
pursuant to statements) of work, mutually agreed and executed by the parties, which
wM set forth the detailed description of the work, schedules, deliverables end
compensation for each project authorized under this Agreement {‘SOW*). Each SOW
shall be issued In accordance with this Agreement, and shall Incorporate this Agreement
by reference. The first and second SOWs are attached to this Agreement as Exhibit A
and
Exhibit B.
’ *
i
The parties agree that in the event Client wishes to expand the scope of the Services to
be performed by Hill+Knowlton Strategies pursuant to, or request that Hill+Knowlton
Strategies perform Services not covered under, e previously executed SOW, the parties
will meet to revise the SOW prior to Hill+Knowlton Strategies’ commencement of the
expanded/new Services, which may be done via email, and euch expanded'Services will
not begin prior to execution of such revised SOW.

2.

phaiasa
a)
Charges for Hill+Knowlton Strategies' Services will be set forth In the applicable
sow.
b)

in addition to the monthly fees, Client will pay Hill+Knowlton Strategies the net
cost of ail materials, services and rights obtained by Hill+Knowlton Strategies
from third-party suppliers on Cltent'e behalf, such as production, printing, costs of
wire services, end media buys. In obtaining such materials, services and rights,
Hill+Knowlton Strategies will act as agent for Client with Client as the disclosed
principal, therefore, you agree that Hill+Knowlton Strategies will only be ilabte for
the cost of the materials, services and rights purchased to the extent
Hlti+KnowKon Strategies has been paid by Client. For amounts not paid, Client
will be Solely Ilabte to the third parly vendor end any terms In Client's invoices,
documents or rate cards to the contrary, and any other modifications Client
makes to this Agreement to the contrary are of no force or effect. Furthermore,
with respud to production and marlin ftxponsaivHlM+Knowjlon Strategies will

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HIL.L+KNOWLTON

c)

3.

tTRAiridllA
always be in receipt of payment from Client in time to meet vendor payment due
dates.
Hlll+Knowlton Strategies oharges a fixed amount equal to two (2) percent of staff
time charges to cover the net cost of all routine out-of-pooket disbursements
such as postage, courier, In-house photocopying, and ordinary communications
(telephone, facsimile, and e-mail). Travel and accommodation expenses will be
billed at our net cost.

d)

Hlll+Knowlton Strategies may be called upon to assist Client In responding to a
crisis or extraordinary situation requiring an unusual expenditure of time and/or
effort by Hlll+Knowlton Strategies personnel, if such a situation arises, e new
SOWwfli be prepared and Hfll+Khowlton Strategies, in conjunction with the
Client, will take into consideration such extraordinary factors in determining the
rates or fee to be charged. It Is acknowledged that such circumstances may
require Hlll+Knowlton Strategies to commence Services before HiD+Knowiton
Strategies and Client shall have completed a new SOW. Accordingly, Client's
written Instruction to Hlll+Knowlton Strategies to commence such Services, which
may be via email, will constitute Client's commitment to pay Hfll+Knowltori
Strategies' standard crisis rates therefor subject to equitable adjustment upon
execution of a definitive SOW with respect to such Services.

e)

Hlll+Knowlton Strategies may be called upon to respond to or assist Client in
connection with litigation commenced or threatened against CM by third parties
(for exampte, In complying with e document subpoena). Hlll+Knowlton Strategies
win be entitled to staff time charges and reimbursement of out-of-pocket
expenses for Services rendered to Client, or time spent by Hlll+Knowlton
Stretegtes to connection with such matters.

PavmentTemts
a)

b)

o)

Hlti+Knowtton Strategies will provide Client with a monthly Invoice. Unless
otherwise set forth in the SOW, Invoices for monthly recurring fees ere due and
payable in advance on the first day of each month; invoices for hourly based
oharges are due end payable within ten (10) days upon receipt of toe Invoice;
and Invoices for expenses and one-time project fees are tore and payable within
thirty (30) days upon receipt of the invoice. In anticipation of extraordinary
expenses or time to be incurred on your behalf, we shall have the right to require
the up-front payment of certain charges.
In the event payments due Hlll+Knowlton Strategies are not mads In accordance
with the terms stated in Clause (a) above, Hlll+Knowlton Strategies will be
entitled to charge Client a lata penalty of 114 percent per month on any overdue
and unpaid balance. Client agrees to reimburse. Hitt+Knowlton Strategies for all
expenses (including reasonable attorney's fees and disbursements) incurred In
toe collection of any overdue and unpaid invoices.
Hlll+Knowlton Strategies reserves the right to suspend or terminate aO service to
CM without [lability resulting directly or indirectly from such suspension or
tenhlnation, to tits event (hat any undisputed invoice or any undisputed portion of
any disputed invoice for consulting fees, staff time charges, third-party

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HILL+KNOWLTON
ITRATtOKI

d)
e)

f)

expenditures, travel/accommodation, or out-of-pocket oharges or costs remain
unpaid forty-five (45) days from the date of Invoice.
Without limiting the foregoing, we reserve the right In the case of any delinquency
of Client's payments or any impairment of Client's oredltworthlneas, to change
the requirements as to terms of payment under (his Agreement.
Hlll+Knowlton Strategies reviews each Invoice for accuraoy and value before we
send It to you. However, it Is Important that you also promptly review our
Invoices and approve them for payment. If you cannot approve any portions of
our Invoices, you agree to contact ue promptly to discuss the problem. If you do
not Inform us of your disapproval of our billings or the overall amount of our
ongoing charges, we will continue to provide Services in reliance on your Implied
approval of our billings.
Notwithstanding anything to the contrary herein, in the oase of a dispute over an
Invoice or portion thereof, all payment obligations shall continue to apply to all
undisputed portions of such disputed Invoice.

4.

BassE&
Hlll+Knowlton Strategies will maintain accurate record of third-party expenditures
Incurred on behalf of Client and if requested, copies of supplier Invoices and other back­
up materials In support- of'Hlll+Knowlton Strategies' third-party expenditures of $600 or
more Will be Included with Hlll+Knowlton Strategies' monthly Invoice.

5.

Confidentiality

a)

b)

HiH+Knowlton Strategies acknowledges Its responsibility, both during and after
the term of its engagement hBreunder, to preserve the confidentiality of any
proprietary or confidential Information or data developed by Hlll+Knowlton
Strategies on behalf of Client In the course of Its Services hereunder, or
disclosed by CM or Tokyo Electric Power Company, Ino. (“TEPCO0) to
HlO+Kriowfton Strategies. Hlll+Knowlton Strategies' obligation under the
foregoing sentence shall not extend to:
•' information that Is In the public domain at the time of disclosure to
Hlll+Knowlton Strategies or whloh enters the public domain through no fault
of Hfll+Knowllon Strategies;
• Information that Is In the possession of Hlll+Knowlton Strategies or Us
employees at the time of disclosure to HBI+Knowlton Strategies;
• Information that HIU+Kriowltdn Strategies, or Its employees, receives from a
third party under no obligation of confidentiality to Client; and
• Information that Ib required to be disclosed pursuant to any court order or
directive haying the force of law.
Similarly, Client acknowledges Its responsibility, both during and after the term of
its engagement hereunder, to exercise reasonable care to preserve the
confidentiality of any proprietary or confidential Information or data of
Hlll+Knowlton Strategies' that Is disolosed by, or on behalf of, Hlll+Knowlton

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HILL+KNOWLTON

irnAtcoiKB
Strategies to Client In the course of Hlll+Knbwlton Strategies' Services
hereunder C8ent*e obligation under the foregoing paragraphs shall not extend to;

c)
d)

a.

• Information that Is In the public domain at the time of disclosure to Client or
whloh enters the pubjio domain through no fault of Client; *
• Information that 1$ In the possession of Client or Its employees at the time of
disclosure to Client;
• Information that Client or Its employees, receives from a third party under no
obligation of confidentiality to HID+Knowlton Strategies; and
• Information that Is reqtfred to be dlBdosed pursuant to any court order or
directive having the foroe of law.
Notwithstanding a) and b) above, each party's obligation to maintain the
confidentiality of any such Information that It maintains in Its possession or
control shall cease on the fifth anniversary of the termination of this Agreement.
if a party becomes legally compelled (whether by subpoena or similar process or
by rule, regulation or other applicable law) to disclose any confidential
Information of the other party, such party shall promptly notify the other party In
writing of suoh requirement before any disolosure Is made so that the other party
may seek a protective order or other appropriate remedy or may waive
compliance with the terms of (his Agreement. The other party win be responsible
for defending the assertion of privilege and the costs thereof will be borne by the
other party. If suoh protective order or other remedy Is not obtained, or if the
other party waives compliance with the provisions hereof, the party agrees that
only that portion of the Information that it Is legally required to disclose (as
advised by Its counsel) will be disposed.

Warranties: Limitation of Liability

a)

Client agrees to exercise due diligence In Its directions to Hlll+Knowlton
Strategies regarding the preparation of materials. It te acknowledged that
HM+KnowlUm Strategies cannot undertake to verify facts supplied to it by Client,
or factual matters included in material prepared by HBl+Knovriton Strategies and
approved by Client. Client Is responsible for ensuring Cilenfa compliance wllh.all
applicable laws.

b)

The Services and all materials (including, without limitation, information,
advertising, content, and online communication vehicled suoh as websites)
provided by Hlll+Knowlton Strategies to Client hereunder are provided “As .-(s'
without warranty of any kind and HiH+KnowRon Strategies hereby disclaims ail
warranties! either express or Implied, including, but not limited to, Implied
warranties of merchantability, fitness for a particular purpose, title, noninfringement, acouraoy, reliability, freedom from error, freedom from Interrupted
use, and any Implied warranties arising from course of dealing, usage of trade, or
course of performance. Hlll+Kriowitoh Strategies, shall not be liable under any
oiroumatance to Client for any special, consequential, punitive, incidental, lost
profit or other indireot damages, even if advised of the possibility of this same.
HOI+KnowIton Strategies' total aggregate liability for any claim of any kind arising

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tTMATIOflR
as a result of or related to this Agreement, whether based In contract, warranty,
or any other legal or equitable grounds (other than a claim for breach of
Hill+Knowlton Strategies obligations under Seotion 6 of this Agreement), shall be
itrhited to the aggregate amounts received by HIB+Knowlton Strategies from
Client under or In connection with all SOWe related to the lawsuit, Cooper, ef a/.
v. Tokyo Eteorio Power Company, trio., United States District Court, $ouirthem
District of California, Case No. 12-cv-3032 JLS WMc, and all of Its related
lawsuits: provided, however, that this limitation shad not apply to the extent said
' liability Is directly attributable (to the extent finally Judicially determined) to
Hlll+Knowlton Strategies' willful mlsoonduot or gross negligence.
c)
The parties agree that the foregoing limitations represent a reasonable allocation
of risk under this Agreement. The obligations under this section shall survive the
cancellation, termination, or expiration of this Agreement
7.

6.

Ownership Of Materials
a)
Ail tangible work product produced by HOI+Knowlton Strategies specifically on
behalf of Client during the term of this Agreement (collectively, "Materials”), shall,
as between Hlll+Knowlton Strategies and Client, be deemed Client’s property
exclusively (subject, however, to any licensed third-party rights retained therein),
provided that Client pays for suoh Materials. Otherwise, such Materials are, as
between Hlll+Knowlton Strategies arid Client, Hlll+Knowlton Strategies' properly
exclusively.
b) All such Materials belonging to Client pursuant to clause (a) above that are
eligible for copyright protection In the United States or elsewhere, shall be
deemed works made for hire. If any such Materials are deemed for any reason
not to be a work made for hire, Hlll+Knowlton Strategies, without further
consideration, hereby assigns all suoh rights, title and Interest in the copyright of
Materials to Client, arid Hlll+Knowlton Strategies agrees, at the request and
expense of Client, to execute and deliver such documents and instruments as
shall be reasonably necessary to evidence Client’s ownership and copyright
Interest therein.
o)
The foregoing clause (a) shall not apply to the extent that Materials or works
oreated or prepared by Hlll+Knowlton Strategies on behalf of Client consists of
material that 0) was owned by, or licensed to, Hlll+Knowlton Strategies, prior to
the execution of this Agreement; (ii) is separate from the performance of Services
hereunder; (ill) Is an enhancement or modification made during performance of
. Services, Including, but not limited to, Hill+Knowlton Strategies' gehsrio and
business Information, tools, methodologies, code, proprietary
(nformatlon/services, media lists, and third party relationships held by
Hlll+Knowlton Strategies; and/or (Iv) Is computer software or elements thereof
that may have been developed by Hlll+Knowlton Strategies in connection with Its
Services hereunder, which shall remain Hlll+Knowlton Strategies' property.
Termi Termination
(a)

Hlll+Knowlton strategies' appointment under this Agreement shall be effective aa
of February 18,2013 (the “Effective Date") through December 31,2013 at which

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HILL+KNOWLTON

(b)

(c)

9.

tTAATt
Urns ft will automatically renew thereafter on a monih-Kwnonth baste until
terminated as provided hereto. Hill+knowlton Strategies may terminate
Hill+Knowtion Strategies' engagement at any time upon at least sixty (60) days
advance written notice to Client, whloh notice may be sent via email. Client may
terminate Htll+Knowlton Strategies' engagement at any time upon at least thirty
(30) days advance written notice to Hlll+Knowlton Strategtes, whloh notice may
be sent via email Notwithstanding the foregoing, this Agreement will,
automatically terminate without notice In the event that there is no SOW In effect
(or Client has not otherwise engaged our services) for a continuous period of six
(6) months. If either party terminates this Agreement, In accordance with this
paragraph: a) Client shall not be obligated to pay any prorated installments of a
monthly consutttog fee following the effective date ofeuch termination; and b)
Hfil+Knowlton Strategies shall be entitled to receive payment for expenses
incurred prior to the effective date of such termination and for the reasonable and
actual costs of settling and terminating any subcontracts or other third party
contracts.
The rights, duties and responsibilities of HM+Knowiton Strategies and Client shall
continue through the sixty-day orthlrty-day notice period, as the case may be,
Including Hill+Knowtion Strategies' right to receive our fee compensation (or pro­
rata portion thereof for any partial calendar month in the case of a monthly fee)
occurring during said period.

Upon termination of this Agreement, provided that there Is no outstanding
Indebtedness then owing by Client to Hlll+Knowlton Strategies, Hlll+Knowlton
Strategies shall transfer, assign and make available to Client or TEPCO ail
properly and materials In Its possession or control belonging to Client or TEPCO.
Client wiH assume H(ll+Knowlton Strategies1 liability under all outstanding
contracts and authorized commitments made on Client's behalf In accordance
with this Agreement, except those liabilities which have been Inourred due to
HUI+Knowiton Strategies' gross negligence or willful misconduct (Including
without limitation any breaoh by Hlll+Knowlton of any obligation under such
contracts or commitments).

Non-Sollcltatlon of Employees

parties agree that It shall not for Its purposes or for the purposes of any third party,
directly or Indirect throigh a separate legal entity, hire or solicit for hire, whether by
employment or as an independent contraotor, any person who Is In the employment of
(he other company (for Hlll+Knowlton Strategies, "the other company* means Client and
TEPCO; hereinafter the same shall apply In this paragraph) or has been In the
employment of the other company since the effective date of this Agreement This nonsolloltatibn obligation may be waived with the prior written consent of an authorized
officer of the other company, which for Hlll+Knowlton Strategies shall be its Executive
Vice President, U,s.

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10.

Governing Law

ITDATKOII *

This Agreement will be governed end construed In accordance with the laws of the
District of Columbia for contracts made and lb be performed entirely In the Dlstrlot of
Columbia, without regard to any applicable choice of law rules.
11.

MMQ
Any dispute arising out of this Agreement or the matters contemplated herein will be
determined by arbitration,In Washington, DC before a single arbitrator In accordance
. with the rules then obtaining of the American Arbitration Association. The arbitration
award shall be final arid binding upon the parties, and judgment maybe entered therein
In any court of competent jurisdiction.

12.

Failure of SunpHorafForca Maleure

Hlll+Knowlton Strategies shall endeavor to guard against any loss to Client as the result
of the failure of subcontractors, vendors or suppliers to property execute their
commitments, but HM+Knbwlton Strategies shall not be held responsible for any failure
on the part of any subcontractors, vendors or suppliers. In addition, neither party shall
be. deemed In default of this Agreement to the extent that performance of its obligations
(other than Client's payment obligations) or attempts to cure any breach are delayed or
prevented by reason of any aot of God, fire, natural disaster, accident, riots, acts cf
government, acts of war or terrorism, shortage of materials or supplies, failure of
transportation or communications or of suppliers of goods or servloes, or any other
cause beyond the reasonable control of such party.
13.

Change of Plane
Client reserves the right, in Client's best interest, to modify, rejeot, cancel or stop any
and ail plans, schedules, dr work in process, and In such event Hlll+Knowlton Strategies
shall Immediately take reasonable proper steps to carry out Client's instructions, in
turn, Client agrees that it shall: (I) assume liability for all authorized commitments; and
(il) pay Hlll+Knowlton Strategies, in accordance with the provisions of'lhis Agreement,
any and ail proper charges earned and Incurred by Hlll+Knowlton Strategies In
connection with such work up to the time of Its discontinuance, cancellation, or
modification. Notwithstanding the foregoing, any modification of work to be performed or
adjustment of compensation requested must be agreed-upon by HlU+Kriowitdn
Strategies.

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14.

15.

tTRATIOIBt
paHvorv
Hili+Knowlton Strategies shell use reasonable efforts to ensure that delivery of the
Materials occurs no later then any specified delivery dates set forth In Exhibit A or other
SOW signed by both parties, but Hijl+KnowlUm Strategies shall not be llabls In any
manner for delays that are not the direct result of Hlll+Knowlton Strategies’ gross
negligence. Without Smiting the foregoing, Hlll+Knowlton Strategies shall not be Sable
for any delays In delivery or Installation which shall be caused by Client's actions or
lhaotions hereunder; and all delivery and Installation dates shall be extended by delays
caused by Client, Including Client’s requests for changes In the scope of Services to be
provided hereunder.
EUbMt
Hlll+Knowlton Strategies may list Client ae a representative ollent in Hili+Knowlton
Strategies’ ollent lists, advertising, publicity, and marketing materials upon obtaining prior
written approval of COent. Further, Hlll+Knowlton Strategies may Introduce Client as a
reference and provide Client's contact Information to prospective clients upon obtaining
prior written approval of Client.
Third Party Beneficiary
Hlll+Knowton Strategies hereby acknowledges that TEPCO shall be a third party
beneficiary of Hlll+Knowlton Strategies' obligations under this Agreement, arid shall be
entitled to enforce Client's rights with respect to such obligations, including claims for
damages to TEPCO by reason of any breach of such obligations

17.

Miscellaneous
Hlll+Knowlton Strategies shall take every reasonable precaution to safeguard any and all
of Client’s or TEPCO'e property entrusted to Hil+Knowlton Strategies custody or
control, but In the absence of negligence on Hlll+Knowlton Strategies' part, or willful
disregard by Hlil+Knowltoni Strategies of Client’s or TEPCO’e property rights,
Hlll+Knowlton Strategies Is not to be held responsible for any loss, damage, destruction
or unauthorized use by others of any such property. Client acknowledges that
Hlll+Knowlton Strategies may from ttme to time use consultants and/or subcontractors In
the performance of Hili+Knowlton Strategies' Services hereunder upon obtaining prior
written approval of Client. This Agreement constitutes the entire understanding between
Hlll+Knowlton Strategies and Client and supersedes any and all prior Agreements,
whether oral or written, relating to the eubjeot matter. This Agreement may not be
assigned by either party without the express written consent of the other. It may bs
modified or amended only by a written document signed by each of the parties, which
may be via email, if a court of competent Jurisdiction declares any provision of this
Agreement to be Invalid, unlawful or unenforceable as drafted, the Parties Intend that
such provision be amended and construed in a manner designed to effeotuate the
purposes of the provision to the fullest extent permitted by law. If euoh provision cannot
be so amended and construed, it shall be severed, and the remaining provisions shall
remain unimpaired and In full force end effect to the fullest extent permitted by taw. The
provisions of paragraphs 2(e), 5,6,7,9,10,11,16.16 and 17 will survive the expiration

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• TMATKOlil*

end delivered to the other party by facsimile or through electronic mall In portable
document format (.pdf), and each such signature will be deemed an original.
If you are In agreement with the above, will you kindly efgn this letter In the epaoe below and
return one copy to me for our reoord8.

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•TAATCOIK*
Onoe again, we thank you for selecting Hlll+Knowlton Strategies, and we look forward to
working with you.
Sincerely,
HILL AND KNOWLTON STRATEGIES!

.c

Danner Bethel'
Executive Vice President, US
Date

Ron Hutcheson
Senior Vice President
2o (1

Date
Agreed; Hunger, Tolies A Olson LLP
By:

Title; pao-t^-O.
(r\

Date

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ITKATIOIM
SOW#1
This Statement of Work (“SOW") ie entered Into and made a part of the Agreement between Hill
and Knowlton Strategies, LLC DBA HIH+Knowlton Strategies (nH(ll+KnoWlto.n Strategic*) and
Monger, Tolies and Olson, LLP (‘Client') effective as of February 18,2013 (the ‘Agreement'}, to
apply to the project deeoribed below. Solely to the extent that the terms of this SOW conflict
with any of the terms of the Agreement, and this SOW explicitly states that It Intends to modify
the conflicting terms, this SOW supersedes the Agreement. Otherwise, this SOW Is governed
by and subject to all terms of the Agreement
1. Description of Project Servlces/Dellverablea:
Media Intelligence and Monitoring
In response to CMS request, H+K Strategies will provide a scaled*dawn version of our usual
media monitoring product to provide a daily search and delivery of directly relevant articles,
without any accompanying analysis or summaries.
We will rely on a fuli-servloe software platform to capture and arohlve comprehensive media
coverage for TEPCO about this case. Our standard media monitoring Indudes a review of news
published In English In print publications; online news websites arid related blogs; and television
news programs. Should monitoring fn Japanese language media be neededj.we will propose
solutions to meet those needs with H+K staff In (he U.S. or Tokyo.
Monday to Friday, our editors will search for relevant media In print and online outlets, and then
distribute an email report Including each day's media coverage. Our Media Intelligence™ team
extracts and prioritizes pertinent news, organizing the Information into an efficient, easy-to«read
framework that fe sent to a distribution Bet Including clients, law-firms and H+K team for review
and rapid response as necessary. We will send a notification even If our search falls to find any
relevant articles.
2. Start Date: Februarv18.2013
3. Expected Completion Date; December 31.2013
4. Faes/Pavment Termer Three Thousand Dollars ($3,000 USD) per month.
Our proposed fee structure for basic media monitoring Includes staff hours and monitoring
service Costs, and provides these activities and dellyerabies:
•
Dally search and review of relevant media
•
Dally email report Monday-Frtday
&. Modifications to Terms of AqreemenVOther Terms Specific to this Protect: None
/

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IN WITNESS WHEREOF, the parties have executed this Statement of Work ad of the
day and year written below to be deemed effective as of the Start Date set forth above.
Munger, Tolies & Olson UP

Hill and Knowlton Strategies, LLC
DBAHlII+KnowItonSt tegi

Namejp.j//a /fio
Title:
Data:

Danner Bethel
Executive Vice President, US
Date:
By:^

Date:

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{f&a.____

RonHutcheson
Senior Vice President
tAf-Jr

1&13

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ITRATI4III
isiiu
SOW #2
This Statement of Work ("SOW”) Is entered Into and made a part of the Agreement between Hilt
and Knowiton Strategies, LLC DBA Hlll+Knowlton Strategies (“Hfll+Knowlton Strategies8) and
Munger, Tolies and Olson, LLP ('Client*) effective as of March 1, 2019 (the 'Agreement*), to
apply to the project described below. Solely to the. extent that the terms of this 80W conflict
with any of the terms of the Agreement, and this SOW explicitly states that it Intends to modify
the connoting terms, this SOW supersedes the Agreement Otherwise, this SOW Is governed
by and subject to all terms of the Agreement.
1. Description of Protect Servlces/DeHverabtes;
From the outset of our engagement we have recommended a conservative communications
strategy that seeks to avoid additional media coverage. Although our position has not changed,
It has become Increasingly clear the Cooper Httgatton has the potential to generate a media
firestorm that would be extremely harmful to TEPCO's reputation. We believe It Is In TEPCO*s
interest to prepare materials that would help dampen media Interest and mitigate any
reputational damage to TEPCO.
In order lb prepare TEPCO for potential scenarios, Including a significant Increase In media
interest and public attention related to Cooper legation, H+K strategies will provide strategic
counsel and guidance and deliver against the following near- and long-term needs upon
consultation with and pursuant to the Instruction of Client;
• Document development, Including Q&A, talking points, background documents and fact
sheets on key topics
• Madia response strategy and media mapping to determine interested reporters and
future strategy, upkeep ofmedla contact list
• Stakeholder mapping, contact lists for potential use
• Third party research, contact lists for potential use and relationship development as
needed
• Spokesperson training as needed
» Media response or proactive support as needed (local California, national U.S. and local
or national Tokyo)
• Create and maintain document to track plaintiffs commentary In traditional and social
media
Close coordination between the communications team, the legal team and the company Is
absolutely essential for an effective defense strategy. The communications strategy should be
fully aligned with the regal strategy to ensure that nothing Is said or done that could harm (he
company's legal oase. We envision materials described above as living documents that would
heed to be revised or refreshed regularly based on additional Information or events.
H+K Strategies has experience wHh a wide range of litigation, and we have worked with some
of the top law firms In the United States. We understand the legal system and oiff role in this
unique area of corporate communications. Our core team will stay currant on ati events and be
bvtaidbta whan needed to engage In and complete qoIMUod daebribed above. Upon prior
PdvHeged and Confidential

13

Received By NSD/FARA Registration Unit 01/26/2018 04:35:00 PM

 Received By NSD/FARA Registration Unit 01/26/2018 04:35:00 PM
HILU+KNOWLTON

approval from Client we may involve other junior staff on an as needed basis to support oertain
research projects described above.
For occasions when reaMime media monitoring is needed and goes beyond basic monitoring
provided in SOW#), HitRKncwiton Strategies^! utilize junior staff at the rates listed below. All
staff wiU follow H+iCs norvdisctosunB agreemait ami confidentiality policies. Projects and
activities not described hoe would potentially require additional budget and would be agreed
upon in advance with Client and H+K Strategies.

2. 3 tmltsui i:

March 1**, 2013

3. Bffifistert^ffiPlsag&Pate: December 31,2013
4. Fees/Pavment Terms: H+K Strategies hourly rates (noted below) will be billed to carry out the
work described In this document
Title
intern
Assistant Account Executive

OBSii

Account Executive
Vtoe President
Senior Vice President

Senior Director. HK Japan
Senior Vice President and Practice
Leader
President and CEO. HK Japan

Hourly Rate
$50 USD
$120 USD
$150 USD
$260 USD
$375 USD
$430 USD
$450 USD
$550 USD

5. Modifications to Terms of Aareeroentrother Terms Specific to this Protect None
IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the day and
year written below to be deemed effective as of the Start Date set forth above.
HiO and Knowfton Strategies, Lij
DBA>ftlitKnowlton Strategic

Munger. Tolies & Olson LLP

By:
Name
Title:

UA ^

Dale:

'

Executive Vice President US

Pate; *?/$&/

—__ . .

Br
Ron Hutcheson
Senior Vice President

Privileged and Confidential

Received By NSD/FARA Registration Unit 01/26/2018 04:35:00 PM