Received by NSD/FARA Registration Unit 09/07/2018 6:18:49 PM
OMB No. 1124-0006; Expires May 31, 2020
U.S. Department of Justice
Washington, dc 20530

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

INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired
subsequently. The filing of this document requires the payment of a filing fee as set forth in Rule (d)(1), 28 C.F.R. § 5.5(d)(1). Compliance is
accomplished by filing an electronic Exhibit A form at https://wvyw.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 et seq., r
for the purposes of registration under the Act and public disclosure. Provision of the information requested is.mandatory, and failure to providethis
information 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, amendment, copy of informational materials or other document or information 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 Washington, DC. Statements are also available online at the Registration Unit’s webpage: hrtpsV/www fara.gnv 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, 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 transm its 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 available to the public in print and online at: https://www.far3.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 information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions
for reducing this burden to Chief, Registration Unit, Counterintelligence and Export Control Section, National Security division, tj.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 and Address of Registrant

Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles CA 90071
3 . Name of Foreign Principal

4. Principal Address of Foreign Principal

Embassy of the Kingdom of Saudi Arabia

601 New Hampshire Avenue, NW
Washington, DC 20037

5. Indicate whether your foreign principal is one of the following;
IS Government of a foreign country1
□ Foreign political party
□ Foreign or domestic organization: If either, check one of the following:
□ Partnership
Q Committee
CD Corporation
□ Voluntary group
□ Association
□ Other (specify)
□ Individual-State nationality ____________________ __________ ______
6. If the foreign principal is a foreign government, state:
a) Branch or agency represented by the registrant

Embassy of the Kingdom of Saudi Arabia
b) Name arid title of official with whom registrant deals

Ambassador Prince Khalid bin Salman bin Abdulaziz, Ambassador to the United States
7. If the foreign principal is a foreign political party, state:
a) Principal address

N/A
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 ds jure political jurisdiction
over any country, 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
Revised 05/17

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8. If the foreign principal is riot a foreign government or a foreign political party:
a) State the nature of the business or activity of this foreign principal.
N/A

b) Is this foreign principal:
Supervised by a foreign government, foreign political party, or other foreign principal

Yes □ No □

Owned by a foreign government, foreign political party, or other foreign principal

Yes □ No □

Directed by a foreign government, foreign political party, or other foreign principal

Yes □ No □

Controlled by a foreign government, foreign political party, or other foreign principal

Yes □ No □

Financed by a foreign government, foreign political party, or other foreign principal

Yes □ No □

Subsidized in part by a foreign government, foreign political party, or other foreign principal

Yes □ No □

9. Explain fully all items answered "Yes" in Item 8(b). (Ifadditional space is needed, afull insert page must be used)
N/A

10. If the foreign principal is an organization and is not owned or controlled by a foreign government, foreign political party or other
foreign principal, state who owns and controls it.
N/A

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 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

'-*•'» r C »

Signature

■ l try , v

(c*. <■!/■»>.

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 Received by NSD/FAR A Registration Unit 09/07/20.18 6:18:40 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 terms and conditions of each ora! 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 the registrant is acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit 6 form at
https://www.fara,govPrivacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq.,
for the purposes of registration under theAct 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 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 public 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: https://www.fara.gov. One copy of
e very such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) 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 of the Act which lists the 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: https://www.fara.gov.
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 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 of information, 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 of Registrant

2. Registration No.

Gibson, Dunn & Crutcher LLP

3. Name of Foreign Principal

Embassy of the Kingdom of Saudi Arabia,

Check Appropriate Box:
4. E3 The agreement between the registrant arid the above-named foreign principal is a formal written contract. If this box is
checked, attach a copy of the 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 correspondence. 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 and the foreign principal is the result of neither a formal written
contract nor an exchange of correspondence 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 the nature and method of performance of the above indicated agreement or understanding.

Registrant is to provide legal advice to the foreign principal in connection with.certain proposed legislation, including
written analyses for publication, As required, registrant may undertake specific advocacy assignments with regard
to the legislation.

FORM NSD-4
Revised 05/17

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8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal.
See item 7 above.

9. Will the activities oh behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in
the footnote below? Yes IS
No □
If yes, 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.

Registrant's activities may include specific advocacy assignments, including preparation of written materials for
publication, with regard to U.S. government officials, members of Congress and their staffs, representatives of
media organizations, and other individuals involved in legislative matters in connection with the legal and policy
issues raised by certain proposed legislation.

EXECUTION
In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of pcijury 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

/>/( f

Name and Title

A

C .

Signature

ll V *

rL -u C f

Footnote: "Political activity." as defined inSection l(o) of the 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 of the Government of the 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 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.

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GIBSON DUNN

Qlbson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
Tel 202.955.8600
www.glbsondunn.corn
Theodore B. Olson
Direct: 2CS.955.8668
Fax; 202-530.95/5

August 29,2018
Ambassador Prince Khalid bin Salman bin Abdulaziz
Embassy of the Kingdom of Saudi Arabia
601 New Hampshire Avenue, N.W.
Washington, D.C. 20037
Re:

Representation ofthe Embassy ofthe Kingdom ofSaudi Arabia

Dear Ambassador:
We are pleased to welcome the Embassy of the Kingdom of Saudi Arabia (“the
Embassy”) as a client of Gibson, Dunn & Crutcher LLP. This letter and die attached Terms
of Retention set forth the terms of our engagement.
You are retaining us to assist in defeating passage of the No Oil Producing and
Exporting Cartels Act (“NOPEC”). The relationship between Gibson, Dunn & Crutcher LLP
(the “Firm” or “we”) and the Embassy is limited to the matter just described, and we have
not been retained generally, or for other matters. We will endeavor to keep you informed of
the progress of your matter and respond to your inquiries. You acknowledge the need to
provide us with accurate and complete information and the need to cooperate and keep Us
informed of any developments related to our representation of the Embassy. Unless
otherwise agreed in writing, the terms of this letter and the attached Terms of Retention will
also apply to any additional matters that we handle on the Embassy’s behalf.
Fees and Billing
The Embassy has agreed to pay a flat fee of $250,000, which is payable in full at the
commencement of this engagement upon execution of this letter. The flat fee is the property
of the Firm upon receipt and will not be placed in a trust account. By signing this agreement,
you acknowledge that Rule 1.15(d) of the D.C. Rules of Professional Conduct would
otherwise require the Firm to hold the flat fee in a trust account until the fees are earned;
The flat fee will encompass (1) preparation of a concise white paper, suitable for
public dissemination, opposing NOPEC ; (2) preparation of a more in-depth legal analysis of
NOPEC; and (3) preparation of an op-ed opposing NOPEC. In the event that you wish to
expand the scope of the engagement to include meetings between myself and members of
Congress regarding NOPEC, there will be an additional flat fee of $100,000 per month to
cover my time preparing for, and attending, such meetings. If you wish to expand the
engagement to encompass other matters (e,g., congressional testimony), we will negotiate at
that time a mutually acceptable supplemental fee.
Costs (such as printing costs, travel costs, and electronic research) are not
encompassed by the flat fee and will be billed separately on a monthly basis.

Brussels ■ C'ntuiy City Dallas ■ Deliver • Dubai - Hung Kong ■ London • Los Angeles Munich . New York

Orange County • Palo Altn - Paris - San Francisco • SSo Paulo - Singapore ■ Washington, D,C.

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GIBSON DUNN
Page 2

This flat-fee arrangement does not affect your right to terminate this representation;
In the event that the representation is terminated before completion, you may be entitled to a
refund of a portion of die flat fee. In such event, the Firm will be entitled to retain all fees
for completed work.
Waiver of Prospective Conflicts on Unrelated Matters
We are not aware of any conflict of interest implicated by our representation of the
Embassy in this matter, but wish to emphasize that we represent many other clients. It is
possible that during or after the time we represent the Embassy, other present or future
clients will ask us to represent them in disputes or transactions with or involving the
Embassy as to legal matters not substantially related to our representation of the Embassy. In
such a situation, the Firm could be tempted to balance the interests between its clients rather
than vigorously assert a single client’s interest on an issue. We do not believe, however, that
our simultaneous representation of the Embassy in the present matter, and our representation
of another client in an unrelated matter adverse to the Embassy, will compromise our ability
to adequately represent the Embassy.
We wish to clarify our mutual understanding with the Embassy as to the extent to
which our presentrepresentation both will affect, and. will not affect, our.ability to represent
other existing or future clients in other legal matters, whether or not the Embassy is adverse
or otherwise involved in those matters. As a condition of our undertaking this matter, the
Embassy agrees that:
•

we can continue to represent, or can in the future represent, existing or new
clients in any matter, including litigation or other adversarial proceedings (which
includes bankruptcy or insolvency proceedings, including instances where the
Embassy is a creditor or equity holder in such a proceeding) (“Other Matters”), so
long as the Other Matters are not substantially related to our representation of the
Embassy in connection with this matter, even if those other clients’ interests are
adverse to the Embassy’s interests in the Other Matters;

«

we might obtain confidential information of interest to the Embassy in these
Other Matters that we cannot share with the Embassy; and

•

the Embassy waives any conflict of interest that might arise from the Firm’s
engagement in the Other Matters, and will not seek to disqualify the Firm or any
of the Firm’s lawyers in, or assert a conflict with respect to, the Firm’s
engagement in the Other Matters.

If for any reason, including repudiation of consent to the potential conflict by the
Embassy, your consent and waiver of potential conflicts is not effective in the circumstances,
the Embassy consents to our resignation from Our representation of the Embassy, and agrees
to support a motion, if filed by the Firm, to withdraw from our representation of the Embassy

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GIBSON DUNN
Page 3

if resignation at that time is otherwise permissible under applicable professional rules. In
that case, the Embassy would need to engage, at its expense, separate counsel to represent the
Embassy’s interests. Under such circumstances, the Embassy consents to our continued
representation of the client(s) whose interests created the potential conflict, and/or any other
clients the representation of which is permissible under applicable professional rules.
Of course, without your further prior written consent, we cannot and will not
represent another client in a matter adverse to the Embassy if we have obtained confidential
information of a nonpublic nature from the Embassy, as a result of our representation of the
Embassy, that, if known to the other client, could be used in the Other Matters by the other
client to the Embassy’s material disadvantage unless we have imposed in advance of that
subsequent engagement an ethical screen that assures the preservation of the Embassy’s
confidences. The ethical screen would prevent attorneys who participated in Gibson Dunn’s
representation of the Embassy from representing the other client in the matter adverse to the
Embassy, from discussing their representation of the Embassy with the attorneys
representing the other client, and from providing any documents, files, or other materials
generated in connection with Gibson Dunn’s representation of the Embassy to the attorneys
representing the other client.
Arbitration
We appreciate the opportunity to serve as your attorneys and look forward to a
productive and mutually rewarding relationship. If you become dissatisfied with our charges
or services, we encourage you to bring that to our attention immediately. We believe that
most problems of this nature can be resolved through good faith discussion. In the event that
we cannot resolve a dispute through discussion, we believe that binding and confidential
arbitration offers a more expeditious and less expensive alternative than court action.
By signing this engagement letter agreement, the Embassy agrees to binding and
confidential arbitration of any dispute, claim, or controversy regarding our services as set
forth in the attached Terms of Retention, subject to the exceptions stated therein. You are
also agreeing that the Embassy is waiving its right to a jury or court trial, and is waiving any
right it might have to collect punitive damages. This waiver of punitive damages applies
only to the maximum extent permitted by law. If the Embassy does not wish to agree to
arbitration, you should advise Us before signing this letter. If you have any questions or
concerns regarding the advisability of arbitration, we encourage you to discuss them with us,
independent counsel, of your other advisors.
Confirmation of Agreement
;
You should review and familiarize yourself with the attached Terms of Retention,
which are incorporated into this engagement letter agreement. If this letter and the Terms of
Retention accurately reflect your understanding of our agreement, please acknowledge your

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GIBSON DUNN
Page 4

approval and acceptance of these terms by signing and returning to me the enclosed.copy of
this letter. I would be pleased to answer any questions you might have.
On behalf of Gibson, Dunn & Crutcher LLP, I look forward to a mutually rewarding
relationship.
Very truly yours,

ff).
Theodore B. Olson
of GIBSON, DUNN & CRUTCHER LLP

Agreed to this ~^odav of August, 2018.

Embassy of the Kingdom of Saudi Arabia

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TERMS OF RETENTION
OF
GIBSON, DUNN & CRUTCHER LLP
Except as modified in writing, the following provisions will apply to the relationship
between Gibson, Dunn & Crutcher LLP (the “Firm” or “we”) and the client (“you”), as
identified in the accompanying letter agreement:
1.
Professional Fees. Please see page 1 of the engagement letter of August 29,
2018, for a description of our fee arrangement
2.
Costs and Ancillary Services. The Firm will invoice you for the cost of
certain ancillary services incurred on your behalf. Generally, we will not charge you for
certain services, such as word processing and regular secretarial time. Other costs (such as
printing costs, travel costs, and electronic research) will be invoiced on a monthly basis. The
Firm will request pre-approval from the Embassy in writing before incurring any costs. By
signing the engagement letter, the Embassy grants pre-approval to the Firm to incur
reasonable electronic research costs in connection with its representation of the Embassy.
Whenever practicable, discounts obtained from vendors will be passed on to you. Under
certain circumstances, we may ask you to advance anticipated costs or to pay outside vendors
directly for their services. Our charges for these costs and ancillary services are subject to
change from time to time.
3.
Estimates Not Binding. It is often impractical to determine in advance the
amount of effort that will be needed to complete all the necessary work on a matter or the
total amount of fees and costs which may be incurred. Obviously, any estimates or budgets
may need to be adjusted upwards or downwards as changes occur. Moreover, these
estimates and budgets are not intended to be binding; are subject to unforeseen
circumstances, and by their nature are inexact.
4.
Billing and Payment. Fees and expenses will generally be billed monthly and
are payable upon presentation, but in no event to exceed 30 days from presentation of our
statement. We expect prompt payment, and our experience indicates that prompt billing and
prompt payment enhances the working relationship. We reserve the right to postpone or
defer providing additional services or to discontinue our representation, to the extent legally
permissible, if billed amounts are not paid when due. You also agree that you will promptly
review our statements and raise any questions regarding die amounts and items billed within
30 days of presentation. If you object to only a portion of the charges on a statement, then
you agree to pay the remainder of the charges, which will not constitute a waiver of your
objection.
5.

Termination of Representation,

5.1
Termination Bv You. You have the right to terminate our services at
any time. If you decide to terminate our services, you agree to give us prompt written notice
of such termination. Upon our termination, you will remain obligated to pay. for all services
rendered and costs or expenses paid or incurred on your behalf prior to the date of such
'

’

1

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termination or which are reasonably necessary thereafter. If we are attorneys of record in
any proceeding, you agree to execute and return to us a Substitution of Attorney promptly
Upon receipt from us.
5.2
Termination Bv Us. We also have the right to withdraw from this
representation if, among other things, you fail to honor the terms of our engagement letter
and these Terms of Retention, you fail to make payment of any of our statements in a timely
manner, you fail to cooperate or to follow our advice on a material matter, or any fact or
circumstance occurs that would, in our view, render our continuing representation unlawful
or unethical, and we determine that we are permitted to withdraw our representation. If we
elect to withdraw, you will take all steps necessary to free us of any obligation to perform
further services, including the execution of any documents necessary to complete our
withdrawal. Notwithstanding such termination, you will remain obligated to pay us for all
services provided and to reimburse us for all costs and expenses paid or incurred on your
behalf.
5.3
Date of Termination. Our representation of you will be considered
terminated at the earlier of (a) our termination of our representation, (b) your termination of
our representation, (c) our withdrawal from our representation of you, Or (d) the substantial
completion of our work for you. In the event there has been no work performed by our
attorneys on your behalf for a period of six consecutive months, we agree that our attorneyclient relationship will have been terminated.
5.4
Duties Upon Termination. Upon termination of our involvement in a
particular matter for which we were engaged, we will have no duty to inform you of future
developments or changes in law which may be relevant to such matter. Further, unless you
and the Firm agree in writing to the contrary, We will have no obligation to monitor renewal
or notice duties or similar deadlines which may arise from the matters for which we had been
engaged. If your matter involves obtaining a judgment and such judgment is obtained, we
will only be responsible for those post-judgment services (such as recording abstracts, filing
judgment liens, and calendaring renewals ofjudgments) as are expressly agreed to by you
and the Firm in writing, and for which you will be obliged to pay.
6.

ARBITRATION.

6.1
ARBITRATION OF ALL DISPUTES. CLAIMS OR
CONTROVERSIES. EXCEPT AS SET FORTH IN SECTION 6.5 BELOW, AS A
MATERIAL PART OF OUR AGREEMENT, YOU AND THE FIRM AGREE THAT ANY
AND ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR
RELATING fO THIS AGREEMENT, OUR RELATIONSHIP, OR THE SERVICES
PERFORMED OR ANY OTHER MATTER OR THING, SHALL BE DETERMINED
EXCLUSIVELY BY CONFIDENTIAL, FINAL AND BINDING ARBITRATION AS
FOLLOWS:
(A)
THE MATTERS SUBMITTED TO ARBITRATION SHALL
BE HEARD AND DETERMINED BY A SINGLE ARBITRATOR IN
WASHINGTON D.C. OR ANOTHER MUTUALLY AGREED UPON

2

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VENUE, IN ACCORDANCE WITH THE THEN EXISTING
COMPREHENSIVE ARBITRATION RULES OR, IN THE EVENT NO
DISPUTED CLAIM OR COUNTERCLAIM EXCEEDS $250,000, NOT
INCLUDING INTEREST OR ATTORNEYS’ FEES, THE STREAMLINED
ARBITRATION RULES OF THE JUDICIAL ARBITRATION AND
MEDIATION SERVICES (“JAMS”).
(B)
ANY PARTY TO THE ARBITRATION MAY REQUEST
JAMS TO IDENTIFY PANELS OF RETIRED OR FORMER JURISTS
QUALIFIED AND ABLE TO SIT AS ARBITRATORS OF THE MATTERS
SUBMITTED FOR ARBITRATION, AND THE ARBITRATOR
DETERMINING THE SUBMITTED MATTERS SHALL BE SELECTED
FROM SUCH PANELS PURSUANT TO JAMS RULES.
(C)
DISPUTES, CLAIMS AND CONTROVERSIES SUBJECT
TO FINAL AND BINDING ARBITRATION UNDER THIS AGREEMENT
INCLUDE, WITHOUT LIMITATION, ALL THOSE THAT OTHERWISE
COULD BE TRIED IN COURT TO A JUDGE OR JURY IN THE
ABSENCE OF THIS AGREEMENT. SUCH DISPUTES, CLAIMS AND
CONTROVERSIES INCLUDE, WITHOUT LIMITATION, CLAIMS FOR
PROFESSIONAL MALPRACTICE, DISPUTES OVER OUR FEES AND
EXPENSES, ANY DISPUTES OVER THE QUALITY OF SERVICES
WHICH WE RENDER, ANY CLAIMS RELATING TO OR ARISING OUT
OF YOUR OR OUR PERFORMANCE UNDER THIS AGREEMENT, AND
ANY OTHER CLAIMS ARISING OUT OF ANY ALLEGED ACT OR
OMISSION BY YOU OR US.
(D)
EXCEPT AS OTHERWISE DETERMINED BY THE
ARBITRATOR, THE FEES OF THE ARBITRATION INITIALLY WILL
BE PAID EQUALLY BY BOTH THE FIRM AND YOU. HOWEVER, THE
ARBITRATOR SHALL HAVE THE RIGHT TO ORDER EITHER PARTY
TO PAY ALL FEES AND COSTS AS PART OF THE AWARD.
(E)
BY AGREEING TO SUBMIT ALL DISPUTES, CLAIMS
AND CONTROVERSIES TO BINDING ARBITRATION, YOU AND THE
FIRM EXPRESSLY WAIVE ANY RIGHTS TO HAVE SUCH MATTERS
HEARD OR TRIED IN- COURT BEFORE A JUDGE OR JURY OR IN
ANOTHER TRIBUNAL. YOU AND THE FIRM FURTHER AGREE, TO
THE MAXIMUM EXTENT PERMITTED BY LAW, TO WAIVE ANY
RIGHT YOU OR THE FIRM MAY HAVE TO PUNITIVE DAMAGES.
(F)
THE ARBITRATOR SHALL BE AUTHORIZED TO
DETERMINE ALL ISSUES IN ARBITRATION AS IF THE ARBITRATOR
WERE SITTING AS A JUDGE WITHOUT A JURY, AND THE
ARBITRATOR SHALL RENDER A WRITTEN REASONED AWARD
WITH FINDINGS OF FACT AND CONCLUSIONS OF LAW
SUFFICIENT TO SUPPORT SUCH JUDICIAL REVIEW AS IS
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PROVIDED BY APPLICABLE STATUTES GOVERNING
ARBITRATIONS.
(G)
ANY ARBITRATION AWARD SHALL BE FINAL,
BINDING AND CONCLUSIVE UPON THE PARTIES, SUBJECT ONLY
TO JUDICIAL REVIEW PROVIDED BY STATUTES GOVERNING
ARBITRATIONS, AND A JUDGMENT RENDERED ON THE
ARBITRATION AWARD MAY BE ENTERED IN ANY STATE OR
FEDERAL COURT HAVING JURISDICTION THEREOF.
6.2
WAIVER OF RIGHT TO JURY OR COURT TRIAL. YOU
UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT YOU AND THE
FIRM ARE WAIVING ANY RIGHT TO A JURY OR COURT TRIAL.
6.3
WAIVER OF RIGHT TO RECEIVE PUNITIVE DAMAGES. YOU
UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, YOU AND THE
FIRM ARE WAIVING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
RIGHT YOU OR THE FIRM HAVE TO AN AWARD OF PUNITIVE DAMAGES.
6.4
OTHER ARBITRATION SERVICE PROVIDERS. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF THE PARTIES TO STIPULATE AND AGREE
TO CONDUCT THE ARBITRATION BEFORE AND PURSUANT TO THE THEN
EXISTING RULES OF ANY OTHER AGREED-UPON ARBITRATION SERVICES
PROVIDER.
UNREPRESENTED D.C. CLIENTS. IF YOU ARE A CLIENT OF
6.5
THE D C. OFFICE AND ARE NOT REPRESENTED BY OTHER COUNSEL (E.G. INHOUSE COUNSEL OR OTHER COUNSEL REPRESENTING YOU IN CONNECTION
WITH OUR RETENTION), THE FOLLO WING TWO EXCEPTIONS OPERATE TO
LIMIT MANDATORY ARBITRATION UNDER THIS AGREEMENT:
(a)
NOTWITHSTANDING SECTIONS 6.1 - 6.4, ANY
DISPUTE OVER THE FIRM’S FEES WHICH WE ARE NOT ABLE TO
RESOLVE SHALL BE SUBMITTED TO AND PROCESSED IN
ACCORDANCE WITH THE PROCEDURES OF THE DISTRICT OF
COLUMBIA BAR ATTORNEY-CLIENT ARBITRATION BOARD
(ACAB). COUNSELING AND A COPY OF THE ACAB’ S RULES ARE
AVAILABLE THROUGH THE ACAB STAFF AND YOU ARE
ENCOURAGED TO CONTACT THE ACAB FOR COUNSELING AND
INFORMATION PRIOR TO DECIDING WHETHER TO SIGN THIS
AGREEMENT. NOTWITHSTANDING THIS EXCEPTION, YOU MAY
ELECT TO SUBMIT TO PROCEDURES SET FORTH IN SECTION 6.1,
ABOVE, BUT SHOULD DO SO ONLY AFTER CONSULTATION WITH
OTHER COUNSEL.
(b)
SECTIONS 6.1-6.4 DO NOT APPLY TO ANY CLAIMS
YOU MAKE REGARDING AN ALLEGATION OF PROFESSIONAL

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MALPRACTICE ARISING FROM THE SERVICES PERFORMED BY US
AND THUS ARBITRATION IS NOT MANDATORY FOR SUCH
CLAIMS. YOU MAY, BUT ARE NOT REQUIRED, TO SUBMIT SUCH
CLAIMS TO ARBITRATION BEFORE THE ACAB AS SET FORTH IN
SECTION 6.5(a) ABOVE, OR TO THE PROCEDURES SET FORTH IN
SECTION 6.1 ABOVE, BUT SHOULD DO SO ONLY AFTER
CONSULTATION WITH OTHER COUNSEL.
7.
Waiver of Potential Conflicts Between You and the Firm. The occasion
might arise for us to consult with our own counsel - our General Counsel or other firm
lawyers working with our General Counsel or with our own outside counsel - regarding our
engagement for you. This will be done at our expense, Of course. To the extent that we are
addressing our own rights or responsibilities, a conflict of interest might be deemed to exist
between the Firm and you as to such consultation or resulting communications, particularly if
a dispute were to arise between the Firm and you A condition of this engagement is that, in
such circumstances, you hereby consent to such consultation occurring, and waive any claim
of conflict of interest based on such consultation or resulting communications and agree that
such communications are protected by our own attorney-client privilege from disclosure to
anyone, including you.
i

8.
Identity of the Client. The Firm’s client for purposes of this engagement is
only the person(s), entity or entities identified in the accompanying letter agreement. Unless
expressly agreed, we are riot undertaking the representation of any related or affiliated person
or entity, nor any family member, parent corporation or entity, subsidiary, or affiliated
corporation or entity, nor any of your or their officers, directors, agents, partners or
employees (collectively, “Related Entities”). We generally will not be precluded from
representing other existing clients or future clients in legal matters relating or adverse to the
Related Entities or any of them.
9.
Market Abuse Directive. Companies with securities admitted to trading on a
regulated market for the purposes of the European Union's Market Abuse Directive
2003/6/EC (“the Directive”), and the legislation implementing the Directive in the relevant
EU member states, and persons acting on behalf of such Companies are required to prepare
and maintain a list of those persons working for the Company who have access to certain
inside information (whether on a regular or occasional basis) relating directly or indirectly to
you (“Your Inside Information”). In this connection, you agree to notify the Firm in writing
if you are subject to the Directive. Upon receipt of such written notice, we will draw up and
maintain a list of those persons working for Gibson, Dunn & Crutcher LLP who have access
to Your Inside Information (the “List”). If you have any questions relating to the List or
related issues, please contact the Partner who signed this Engagement Letter.
10.
Insurance Matters. You should consider whether you have insurance
coverage for any of the claims or liabilities arising out of this matter or for related fees and
expenses incurred. You have not retained us to provide advice about or represent you or any
of your agents or affiliates concerning any such insurance coverage or notice of claims. Our
work for a number of insurance companies might raise actual or potential conflicts of
interest, or “issue” conflicts, for us were we to address insurance coverage matters for you.
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Accordingly, we may not be able to provide advice or representation to you with respect to
the issue of actual or potential claims for insurance coverage for liability or losses arising out
of or related to this matter (whether arising at the outset or during the course of that matter)
that you or any of your agents or affiliates may be entitled to assert under policies issued to
any of these entities or other parties in interest. You should be aware that strategic decisions
with respect to this matter may affect insurance and coverage, and that coverage concerns
may affect strategy, particularly in adversarial proceedings.
We recommend that you consult with other counsel concerning such matters,
including any possible of actual claims or disputes against or with any insurer or other parties
who may have applicable insurance. We are not undertaking to represent you in these
insurance-related matters without a further express agreement to that effect in writing, after
appropriate consideration of any potential conflict of interest issues,
11.
Conflicts of Interest. To assist in avoiding representation of parties with
conflicts of interest, we maintain a computerized conflict of interest index. The Firm will not
represent any party with an interest that may be adverse to that of a person or entity included
in the index without an examination to determine whether a conflict of interest would
actually be created. To allow us to conduct a conflicts check, you represent that you have
identified for Us all persons and entities that are or may become involved in this matter,
including all persons and entities that are affiliated with you and the other involved or
potentially involved parties (such as parent corporations, subsidiaries and other affiliates,
officers, directors and principals). You also agree that you will promptly notify us if you
become aware of any other persons or entities that are or may become involved in this
matter.
'
12.
Consent to Electronic Communications. In order to maximize our efficiency,
we intend to use state of the art communication devices to the fullest extent possible (e.g., email, document transfer by computer, cellular telephones, facsimile transfers and such other
devices which may develop in the future). The use of such devices under current technology
may place your confidences and privileges at risk. However, we believe the efficiencies
involved in the use of these devices outweigh the risk of accidental disclosure. By agreeing
to these terms you consent to the use of these electronic communication devices.
13.
Related Proceedings and Activities. If any claim is brought against the Firm
or any of its personnel based on your negligence or misconduct, if we are asked to testify as a
result of our representation of you, or if we must defend the confidentiality of your
communications in any proceeding, you agree to pay us for any resulting costs, including for
our time, calculated at the hourly rate for the particular individuals involved, even if our
representation of you has ended.
14.

Limitations on Liability.

14.1 General limitation on Liability. You agree that the Firm shall not
have any liability to you in connection with our representation of you except for liability for
losses, claims, damages, liabilities or expenses incurred by you that result from our
professional malpractice, gross negligence or willful misconduct.

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14.2 Registered Limited Liability Partnership. Gibson, Dunn & Crutcher
LLP is a California registered limited liability partnership. As a result, with certain possible
limited exceptions, none of which may be applicable, the partners of the Firm are not liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, or liabilities of Or chargeable to the Firm or
another partner in the Firm, whether arising in tort, contract, or otherwise, that are incurred,
created, or assumed by the Firm, by reason of being a partner or acting in the conduct of the
business or activities of the Firm.
14.3 Additional Rights. The provisions of this Section 14 are in addition to
any rights that we may have at common law or otherwise, including but not limited to any
right of contribution.
14.4 Indemnification. You agree to indemnify and hold harmless the Firm
and each current, former and future partner, associate and employee of the Finn, to the full
extent permitted by law, from and against all claims, actions, liabilities or damages related to
or arising out of our representation of you and you will reimburse us for all expenses as they
are incurred by us in connection with investigating, preparing to defend or defending against
such claims or actions (including attorneys’ fees, experts’ fees, disbursements and
compensation for the time expended by attorneys of the Firm in connection with any such
action or claim, calculated at the hourly rate for the particular individuals involved), whether
or not in connection with pending or threatened litigation in which we are a party or potential
party; provided, however, that you will not be responsible for any claims, actions, liabilities,
damages, losses or expenses which are finally judicially determined to have resulted from
our professional malpractice, gross negligence or willfUl misconduct.
15.
No Guarantee of Outcome. We do not and cannot guarantee the outcome in
any matter. Our comments about the outcome of your matter are expressions of opinion
only.
16.
Document Retention and Destruction. In the course of our representation of
you, we are likely to come into possession of copies or originals, of documents or other
materials belonging to you or others (collectively, “materials”), and we will be producing a
concise white paper, an in-depth legal analysis, and an op-ed for your use (collectively,
“documents”). These materials and documents represent the Client File, which shall be and
remain your property. Once the particular matter to which those materials relate has been
concluded, we will make arrangements either to return the documents to you, retain them in
our storage facilities or to dispose of the materials. In the absence of any other arrangements
made with you, the Firm’s records retention policy provides that upon the expiration of five
years after a matter has been closed, all materials in the file may be destroyed or discarded
without notice to you. Accordingly, if there are any documents or other materials you wish.
to have retrieved from your file at the conclusion of a matter, it will be necessary for you to
advise us of that request to insure that they are not destroyed.
The Finn’s files pertaining to the matter will not be delivered to you. You agree that
the Firm’s files include, for example, Firm administrative records, time and expense reports,
personnel and staffing materials, and credit and accounting records, as well as internal
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lawyers work product (such as drafts, notes, internal memoranda, and legal and factual
research, including investigative reports and mental impressions prepared by us for our
internal use). You agree that the Firm’s files remain our property and for various reasons,
including the minimization of unnecessary storage expenses, or for no reason, we may
destroy or otherwise dispose of the Firm’s files within a reasonable time after the conclusion
of the matter.
17.
Application to Subsequent Matters. The agreement reflected in these Terms
of Retention, and in file accompanying letter, applies to our present representation of you and
to any subsequent matters which we agree to undertake on your behalf, unless we agree in
writing to some different arrangement.
You also agree to pay the Firm on the same basis as set forth above the Firm’s fees,
charges and expenses incurred in responding to subpoenas, in testifying (and preparing
testimony) by deposition or otherwise, and otherwise responding with respect to claims or
demands relating to or arising out of the matters in which We have represented or are
representing you, whether or not related to our services and whether or not we are then
representing you.
18.
Use of the Finn’s Name. The parties agree that they will not use the other’s
name for purposes of any marketing or publicity. Specifically, the parties agree that without
prior express Written consent from the other, they will not use the other’s name in any press
release, notice, website or any other marketing material.
19.
Entire Agreement. These Terms of Retention and the accompanying letter
agreement supersede all other prior and contemporaneous written and oral agreements and
understandings between us and contain the entire agreement between the parties. This
agreement may be modified only by subsequent written agreement of the parties. You
acknowledge (hat no promises have been made to you other than those stated in this
agreement.
20.
Applicable Law. This agreement shall be governed bv the internal law, and
not the law pertaining to choice or conflict of laws, of the District of Columbia.
Compliance With Section 307 of the Rules of the Securities and Exchange
21.
Commission. The Firm has adopted policies relating to compliance With the rules adopted
pursuant to the Sarbanes-Oxley Act, and will provide a copy of these policies to you upon
request.
22.
Severability. If any section or portion of these terms is determined by any
court or arbitrator to be illegal or invalid, the validity of the remaining terms shall not be
affected therein and said illegal or invalid term shall be deemed not to be a part of this
Agreement

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