Received by NSD/FARA Registration Unit 08/03/2018 5:50:01 PM

Brownstein Hyatt
Farber Schreek

I

Alfred E. Mottur
Attorney at Law
202.296.7353 tel
202.296.7009 fax

May 14, 2018

AMottur@BHFS.com

His Royal Highness Prince Khalid bin Salman bin Abdulaziz
The Embassy of the Kingdom of Saudi Arabia
601 New Hampshire Avenue,
Washington, DC 20037

RE:

J

NW

 

Fee Agreement for Representation

i
'

.

■

 

Your Royal Highness,

j

this letter amends and supersedes our existing agreement with the Kingdom of Saudi Arabia and

I

establishes Brownstein Hyatt Farber Schreck, LLP (“BHFS”) representation of The Embassy of
the Kingdom of Saudi Arabia (“The Embassy”) from January 1,2018 through December 31, 2018.
Specific issues to be addressed and Services to be performed by BHFS will be communicated on
a regular basis to BHFS as determined by The Embassy. Effective upon execution of this
agreement, our fee amount will be $125,000 per month. Any billed expenses shall be authorized
in writing by The Embassy in advance.
Disclosure and Confidentiality:
BHFS agrees to the following:

(a)

BHFS shall use any information disclosed to BHFS by The Embassy under this
Agreement solely for the purposes expressly contemplated by this Agreement. BHFS shall hold in
strict confidence all Confidential Information (as defined in (b)) disclosed to or otherwise obtained
by it and protect all such Confidential Information With the utmost duty of care. Except as
required by law and subject to the prior notification requirement discussed in (e) below, BHFS
may disclose Confidential Information only to those members of its Staff who (i) have an absolute
need to know the Confidential Information; (ii) are affirmatively required by BHFS to maintain the
confidentiality of such Confidential Information in accordance with the provisions of this
Agreement and (iii) are informed of such confidentiality obligations.
(b)

For purposes of this Agreement, “Confidential Information” shall mean this Agreement, ail

of BHFS’s work product under this Agreement except for final materials prepared for public
disclosure, and all other nonpublic, confidential or proprietary information of The Embassy,
whether or not written or otherwise fixed in any form or medium, regardless of (he media on which

I

contained, whether or not patentable or copyrightable, and whether or not marked, designated or
otherwise identified as “confidential”, including, without limitation, discussions, data, analyses,

 

processes, compilations, forecasts, studies, raw materials, samples, research and development

i

information, records and other documents and other similar and related information concerning

j

Received by NSD/FARA. Registration Unit 08/03720 1 8 5:50:01 PM

 Received by NSD/FARA Registration Unit 08/03/2018 5:50:01 PM

The Embassy’s operations. Confidential Information shall not, however, include any information
that BHFS can establish with competent evidence (i) was publicly known or made generally
available without a duty of confidentiality prior to the time of disclosure to BHFS by The Embassy:
(ii) becomes publicly known or made generally available without a duty of confidentiality after
disclosure to BHFS by The Embassy through no wrongful act, fault, or negligence no action or
inaction of BHFS; or (iii) is in the rightful possession of BHFS without confidentiality obligations at
the time of disclosure by The Embassy to BHFS as shown by its then-contemporaneous written
files and records kept in the ordinary course of business.
(c)

All materials received from The Embassy, all information and analysis developed in

connection with BHFS's Services, all BHFS work product, and all Confidential Information, is and
shall remain the property of The Embassy and archives and documents of a diplomatic mission
that are inviolable and protected from disclosure by the Vienna Convention on Diplomatic
Relations and U.S. law. Consultant shall not disclose to others or convert to its own use any
Confidential Information except with the prior written consent of The Embassy.
(d)

No license or other rights of any kind, express or implied, in or to the use of the

Confidential Information is granted to BHFS or its Staff hereby. All information furnished to BHFS
in connection with this Agreement (including any copies, notations, or assessments based on
such information) and all BHFS work product shall be returned to The Embassy upon request,
and automatically upon termination of this Agreement.
(e)

If any Confidential information is required to be disclosed by law, including by any order

of any court of competent jurisdiction or other governmental authority, BHFS shall immediately
inform The Embassy of all such proceedings so that The Embassy may attempt by appropriate
legal means to limit such disclosure. In such case, BHFS shall use its best efforts to limit the
disclosure and maintain confidentiality to the maximum extent possible.
(f)

BHFS acknowledges that any breach or threatened breach of Confidentiality provisions

will result in immediate, irreparable, and continuing injury to The Embassy for which there is no
adequate remedy at law. Accordingly, in the event of any such breach (or threatened breach),
The Embassy shall be entitled to terminate this Agreement effective immediately with no further
obligation Of payment and to seek preliminary and permanent injunctive relief, without bond, with
respect to such breach. BHFS shall not oppose such relief on the grounds that there is an
adequate remedy at law, and such right shall be cumulative and in addition to any other remedies
at law or in equity (including monetary damages) which The Embassy may have upon any such
breach.
(g)

The provisions of this section shall (i) apply to all Confidential Information disclosed to or

otherwise obtained by BHFS prior to the execution of this Agreement, (ii) apply to all Confidential
Information disclosed to or otherwise obtained by BHFS concurrently with or after execution of
this Agreement, and (iii) survive the termination of this Agreement in perpetuity.
It is understood that BHFS may be required to register under Title 22, Chapter 11 of the United States
Code pertaining to the Foreign Agents Registration Act (“FARA”), on behalf of The Embassy and
thereafter will be required to file the reports required by FARA, detailing its activities on The Embassy’s
behalf- The parties agree that the activities the firm will undertake pursuant to this agreement will not
initially, taken together, require the firm to register as a lobbying firm on the client’s behalf pursuant to
the Lobbying Disclosure Act. If, notwithstanding this understanding, the firm determines that it must
undertake such activities in Order to meet the parties’ objectives under this agreement, the firm will (a)
notify the client in advance of undertaking such activities in writing and (b) file a registration and file
regular reports, pursuant to the Lobbying Disclosure Act, as legally required.

Received by NSD/FARA Registration Unit 08/03/2018 5:50:01 PM

 Received by NSD/FARA Registration Unit 08/03/2018 5:50:01 PM

We will bill for our services on a quarterly basis. You agree to make payments upfront, on a
quarterly bias. We reserve the right to suspend performing services and to promptly move to
withdraw from the representation upon a failure to timely pay a bill. Either Party may terminate
this agreement upon 15 days written notice with no further obligation other than for The Embassy
to pay BHFS such fees and expenses which would have accrued up to and through the 15-day
notice period, except that the Embassy may terminate this Agreement at any time effective
immediately in the event that BHFS engages in conduct that may negatively impact BHFS’s
public image and, by association, the public image of The Embassy. Upon termination, the fixed
monthly fee shall be prorated oh the basis of the portion of the one-month term that had elapsed
prior to the effective date of the termination, and BHFS shall refund The Embassy for any
advanced monthly or quarterly payments.

Conflicts: During the Term of this Agreement, and for one year thereafter upon expiration or termination
of this Agreement, BHFS will not perform any work or accept any lobbying engagement for another
government or governmental entity, or for any other client whose interests or objectives are reasonably
known to the firm to be adverse to the interests or objectives of The Embassy, without express prior
written approval by The Embassy.

This agreement shall be understood as having been drafted by both parties and constitutes the final,
complete, and exclusive statement of the terms of the agreement beh/veen the parties, superseding all
prior and contemporaneous agreements, representations, and understandings of the parties. Finally,
this agreement may be executed in one or more counterpart copies. Each counterpart copy shall
constitute an agreement and all of the counterpart copies shall constitute one fully executed agreement.
This Agreement may be executed on electronic mail and facsimile counterparts. The signature of any
party to any counterpart shall be deemed a signature to, and may be appended to, any other
counterpart.
We are very pleased and privileged to work with you. We shall not name you in marketing
materials unless you provide consent in writing and in advance.
Please indicate your agreement to the terms of this letter by executing the enclosed copy and
returning it to me. We appreciate the opportunity to represent you.
Very truly yours,

BROWNSTEIN HYATT FARBER SCHREGK, LLP

By

EMBASSY OF THE KINGDOM OF SAUDI ARABIA

By:

■ptFEAlTM CHrlFF

OFlO'^A/

ACCEPTED and AGREED TO this j£_ day of

2018

Received by NSD/FARA Registration Unit 08/03/2018 5:50:01 PM