Document Metadata REGISTRATION NUMBER=3997 REGISTRANT NAME=KEENE, SHIRLEY & ASSOCIATES, INC. ALIAS=N/A SUPPLEMENTAL END DATE=N/A DOING BUSINESS AS=N/A DOCUMENT TYPE=Exhibit AB SHORT FORM NAME=N/A SHORT FORM REGISTRATION DATE=N/A SHORT FORM STATUS=N/A SHORT FORM TERMINATION DATE=N/A FOREIGN PRINCIPAL NAME=NATIONAL FARMERS' FEDERATION OF AUSTRALIA FOREIGN PRINCIPAL COUNTRY=AUSTRALIA FP STATUS=Terminated FP REGISTRATION DATE=1987-06-19 FP TERMINATION DATE=1989-01-31 REGISTRANT STATUS=Terminated REGISTRATION DATE=1987-06-19 REGISTRANT TERMINATION DATE=1991-06-19 DATE STAMPED=1987-06-01 The Department of Justice recognizes that some of the Foreign Agent Registration Act (FARA) documents are in some cases not in an accessible format. If you have a disability and the format of any material on the site interferes with your ability to access some information, please email the Department of Justice at fara.public@usdoj.gov. To enable us to respond in a manner that will be of most help to you, please indicate the nature of the accessibility problem, your preferred format (electronic format (ASCII, etc.), standard print, large print, etc.), key information regarding the information you are requesting. b) Is this foreign principal Owned by a foreign government, foreign political party, or other foreign principal Yes Cl No Directed by a foreign government, foreign political party, or other foreign principal Yes No BEI Controlled by a foreign government, foreign political party, or other foreign principal If, .. Yes No El Financed by a foreign government, foreign political party, or other foreign principal 5' Yes No Subsidized in whole by a foreign government, foreign political party, or other foreign principal Yes El No Subsidized in part by a foreign government, foreign political party, or other foreign principal. Yes Cl No El 9. Explain fully all items answered ?Yes? in Item (If additional space is needed, afu? insert page may be used.) 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. The Federation is owned and controlled by independent farmers in Australia. Date ofExhibitA Name and Title June 11,987 DaViEi A. Keene -J U.S. GOVERNMENT PRINTING OFFICE 1984 - 434-349 Formerly OED-63 - f_ . 'U.S.fDepartmentofJ le - I i 'Wnshington,I)C 20 . exhibits? - . i . KegistrationZStatement: . L,Under'theForeign'Agems Registration Act of INSTRUCTIONS: A registrant must furnish oral agreement I938, as amended as an Fxhibit copies of each written agreement and the terms and conditions ofeach ith his foreign principal, including all modi?cations of such agreements; no contract exists, a full statement'ofall, the circumstances, by reason of which the registrant isaeting as an agent of a foreign principal. This form shall be filed in duplicate for each foreign principal named in the registrations telementand mustbe Signed by or on behalf of the registrant. Name of Registrant - 7 I Keene, Shirley Associates, Inc. . Name ofFordi?n Principal I . The National ;;Farmers' Federation of Australia .Check Appropriate Bones: -- I 1. ?1 The agreement between the registrant and the above-named checked, attachtwo copies of the contract to thisexhibit. foreignprincipal is tar-formal ivritten contract. If this box is 2. El There is no formal written contract between the. registrantand foreign principal. The agreement with the above-named foreign principal has resulted from an exchange 0 correspondence. this boxis checked, attach two copies of all pertinent correspondence, including a copy of any initial preposal which has been adopted bygreference in such correspondence. 3. The agreement or understanding between the registrant and foreign principal isi'the'res'ult oi?neither a formal written contract . nor an exchange of correspond ence between the parties. if this box is checked, give a completegdescription below of the terms and conditions ofthe oral agreement or understanding, its duration, the fees and the expenses, if any, to be received. Registrant will monitor United States le 4. Describe fully the natureand method of performance of the above-indicated agreement or understanding. interests; gislation_and adminiStrativeipolicy on agriculture and trade and other issues which may-impact Australian farm Any pertinent information will be forwarded to the Federation. The information will be gathered through contac and Senatoral staff and through the_media. with Congressional staff . .- c: ?33 f; lg1'31? rd i . 315.1311?: - than? 1.11 season i 55 1'12?; it; f1?! f: :3 3.3mm vi are .. -- Ir; (a bat '5;ij 3?3 FORM H28. 84 5. Describe fully the activities the registrant engages in or proposes to engage in on behalfofthe above foreign principal. Registrant will monitor Uni.ted States legislation and administrative poiiey on agri.cu]ture, trade and other issues whi.ch may impact Australian farm interests. 6 Will the activities on behaifofthe above foreign principal include polItIcai activities as de?ned in Section 1(0) of the Act?? Yes [ll No if yes, describe all such political activities indicating, among other things, the reiation?s interests or policies to be influenced together with the means to be employed to achieve this purpose i - --., - Date of FthbIt . Name andTitie . June 11, 1987; David A Keene President ..-. .. w. - 'PoliIicIIl activity? "defined in Section ito) ofthe Act means ?the dissemination ofpelitical propaganda and any other ne'tivtty which the person engaging lherein believes ?ill. or II- hieh he intends to. prevail upon. indoctrinate convert induce persuade or in any other any in?uence any agency or of?cial ofthe Government of the United States or any section ofthe public \Iithin the United States with reference to . tormenting edopting. or changing?mestic or foreign policies ofthe United States or ivith reference to the political orpuhlic interests policies. one.? of: government of: foreign country are foreign political party. BEN AND: WW AG REEHBNT . - Ihaihgs??kl 323%: A 1 31'? ?2 59W 8 5- u: I 0 13. 14. 15. 16. 17. 18. 19. 20. INQEX 11M SCOPE OF WORK REPORTS BY CONSULTANTS TERM OF CONTRACT REMUNERATION EXPENSES INDEPENDENT EMPLOYEES CONFIDENTIALITY COPYRIGHT LEGAL WARRANTY RELEASE INDEMNITY BREACH LAW ARBITRATION ENTIRE AGREEMENT NOTICES FURTHER ASSJRANCES ENUREHENT INTERPRETATION 1 0 AN AGREEHENT made on the 2nd day of April 1987 W, a company incorporated under the laws of Virginia having its registered office at 919 Prince Street, Alexandria, Va. 22314 in the United States of America (hereinafter called the 'Consultant") of the one part AND Wm an unincorporated association having its office at 14 - 16 Brisbane Avenue, Barton in the Australian Capital Territory, Australia (hereinafter referred to as the 'Client") of the other part WE: WHEREAS, in view of, among other things, the unique abilities and qualifications of Consultant, Client desires to formalize an association with Consultant for the purpose specified hereinafter, and WHEREAS, the Client has been reviewing several options for implementation of a program designed to assist its efforts to protect and expand its members' export markets and aid in their strategic planning to strengthen those markets, and WHEREAS, in view of the important relationship between the United States and Australia, and the mutual commitment both governments have made to maintaining their long standing friendship, the Client has decided to retain professional assistance (Consultant) to monitor public policy developments in the United States that could impact Client's interests and/or goals. 2 0 WHEREAS, the parties hereby agree that the deemed date for commencement of this agreement shall be 1 March 1987 and such date hereafter to be referred to as the Commencement Date. shall retain the consultant on the terms and conditions this agreement for a period of twelve months from Date. The client ontai ned in the Commencement AND WHERENS the Consultant hereby warrants it is a registered federal lobbyists in the United States of America and that at all times during the continuance in force of this agreement that they will comply with all the requirements of the relevant federal statutes authorizing their registration as accredited federal lobbyists in the United States of America. now, for the consideration set forth and subject to the terms, conditions and mutual covenants, hereinafter specified, Consultant and Client hereby agree as follows: LW In accordance with the terms of this agreement, Consultant agrees to use his best endeavours to assist Client and specifically:- To act as Government and Media Relations consultant to develop and implement a comprehensive program to improve and expand the general economic, cultural and political relations between the Client and the Government at all levels. To provide an ongoing analysis of 0.8. Government trade, tax, treasury and other Agricultural policies as they relate to the interests of policies in respect of the Client. (C) To provide baseline data to the Clien Agricultural activities in the United States and without limiting the generality thereof shall: in'respect of all provide information each week in respect of Agricultural Bills before the Houses of Congress; (ii) provide information in respect of the general lobbying activities of competing lobbyists and lobby groups: provide evidence on a weekly basis during the sittings of both Houses onCongress in respect of the voting patterns of each of the political parties and the constituents; (iv) provide reports as required in respect of the various Agricultural and Agricultural Sub- Committees of the Houses of Congress. Such other assignments as may be mutually agreed which are necessary to the success of the contract objectives but only where the terms and conditionshof this principal agreement are included into suchfurther assignments and such additional assignments are mutually agreed in writing by both parties. LWW The Consultant shall formally report in writing to the Client within one month of the end of each quarter year (VIZ June, September, December and March) upon the conduct and developnent of the scope of such work as specified in Clause 1 hereof, during the'period and generally upon their achieving the objectives of this agreement regether with their reasoned views on prospects of satisfactorily 4. 4 performing the scope of work as specified in Clause 1 hereof, in the immediate future. The Consultant shall also make such interim special reports on any of these matters as the Client may from time to time require. In addition to the reporting specified in sub-clause hereof the Consultant shall each fourteen days after the commencement date report to the Client by providing a general summary of the current matters referred to in Clause 1 and such report shall include evidence of trends, forecasts for the future, and any matter which the Consultants believe to be of significance in respect of Agriculture in the United States'of America. We: The initial term of this agreement shall extend for a period of Twelve (12) months-from the Commencement Date specified in the Preamble hereof and for such additional period, or periods, as to which the parties hereto may mutually agree in writing. I As compensation for the performance by the Consultant of the consulting services specified hereunder, the Client shall pay or allow to be paid to the Consultant in consideration for their services to the Client in pursuance of this agreement, payment at the rate of per annum in the following manner:- (1) Payment of upon execution of this agreement: (ii) Payment of $0815 .000 .00 on the basis of invoicing by the Consultant on a quarterly basis to the Australian address of the Client; 5. Invoices to be submitted within seven days of each three month period: (iv) Payment of such invoices within 14 days of receipt at the addresses specified in the agreement with an allowance of afurther '7 days to provide for postage delay. ENS Client will reimburse Consultant for travel and other expenses incurred by Consultant incident to the performance of this agreement under the following conditions:- Where the Consultant proposes to undertake travel in pursuance of performance of this agreement he shall provide an estimate of the cost of such travel and the reason for such travel being undertaken to the Client. The Client may then authorize such travel in which case the Consultant shall be reimbursed by the Client for actual expenses incurred on its behalf which shall include air and surface transportation, meals, lodging and other expenses incident to such travel, such as taxi fa?res, entertainment, telex and telephone calls, tips, valet and laundry service. OTHER- Consultant shall also be reimbursed by Client for such other reasonable and necessary expenses as may actually be incurred and relating directly to the performance of this Agreement PROVIDED that prior to the expenditure of funds under this clause there must be approval in writing from the Client before such monies are expended. Excluded from reimbursement under this paragraph are such expenses as may be incurred by the Consultant as a result of engaging in business generally (the expenses of maintaining an office and staff, taxes, insurance, professional and social membership, ate). 6. to) Where the necessary and appropriate approval has been obtained from the Client prior to expenditure by the Consultant under either clause or clause the Consultant shall be reimbursed by the Client for such travel and other approved expenses. Payment of such expenses should be on the basis of the Consultant submitting detailed accounts of approved expenditure on- behalf of the Client who upon receipt of such undertakes to make the necessary payment within 30 days plus a reasonable period for any postal delay. (1) Notwithstanding the prior provisions of Clause 5 hereof it is hereby agreed by the Parties that the Consultant shall have the authority to expend on a single item the sum of $0820.00 without any prior consent from the Client and the Consultant will not be required by the Client to provide documentary evidence of such expenditure. (ii) For the purposes of expenditure pursuant to Clause 5 hereof the prior written consent of the Client will? not be required where the Consultant is required to expend less than the sum of $5500.00. However the Consultant shall provide tothe Client documentary evidence of all such expenditure. W5 Client and Consultant hereby agree that except as otherwise provided herein. Consultant will act as an Independent Contractor and further that Consultant shall perform his obligations hereunder independently and on his own initiative, allocating such time and attention to such obligations as may be reasonably necessary to assure accomplishment of the goals contemplated subject to the requirement of reports of progress of lobbying and monitoring functions as required by Clause 2 hereof. 7. 9. 7 T5 BE, PLOYE Client and Consultant agree that the services of DAVID A. as well as those oowill be available under this contract as senior Consultants and program managers for the term of this agreement, including any extensions hereof. In the event that employees other than those specified herein are required to be utilized by the Consultant then the Consultant shall have the right to utilize such of its employees as agreed with the Client. The Consultant represents and warrants that it will hold all information relative to the work required pursuant to this agreement in confidence and trust and shall keep the secrets of the National Farmers' Federation and shall not during'its employment under this agreement and for three (3) years thereafter divulge or utilize to the detriment or prejudice of the Client information obtained by the Consultant in the cause of its service under this agreement. mama: During the term of this agreement all notes, memoranda, reports, photographic and sound recordings and all intellectual property (including any copies thereof) which maybe produced, prepared or designed in connection with any work performed pursuant to this agreement shall remain, be, and become the exclusive property of the Client. All such material and the copyright in all such material shall from the date of its creation become and remain the property of the Client at its principal place of busi ness or immediately after the termination or completion of this agreement and the Consultant shall thereafter make no further use of information, data, material, specifications, or other notes or memoranda or any information derived therefrom without the prior written consent of the Client. 10. 11. 12. 13. a 0 ?ag. Both Parties agree to take all reasonable precautions to assure that the work carried on under this agreement shall comply with all applicable laws, rules and regulations of the Uni ted States of America and Australian governments insofar as said laws, rules and regulations pertain to this agreement. Consultant hereby releases Client from any and all liability whatsoever arising out of sickness or injury to Consultant, or from any loss or damage to its property occurring in the course of performing any task under this agreement. Nothing contained in the Agreement shall give the Consultant any right or authority to create any obligation or responsibility either expressed or implied on behalf of or in the name of the Client in any manner or thing whatsoever and the Consultant agrees that where any Third Party commences any action, suit, claims demands in respect of such breach or obligation then the Consultant shall indemnify and keep indemnified the Client against all aforesaid claims. macs 1 . This agreement may be terminated forthwith by the Client by notice in writing if the Consultant shall at any time:- Commit any serious or persistent breach of any of the terms and conditions herein contained; Be guilty of any grave misconduct or willful neglect in the discharge of its duties hereunder; 14. 15. 9 to) Enter liquidation or the directors of the Consultant become bankrupt or make any arrangement or composition with their creditors; Become unsound or under the control of any committee or officer under any law relating to mental health; Through sickness or injury be unable to perform any task under this agreement. 2 . This agreement may be terminated by the Client by notice in writing to the Consultant provided that the Client gives to the Consultant one month' notice and pays to the Consultant all outstanding fees and payment in respect of such notice. This agreement shall be governed by and construed in accordance with the laws of New South Wales and (without prejudice to the rights of any party to proceed against any other party in any other court) each party irrevocably submits unconditionally to the jurisdiction of the Courts of that State and of all courts competent to hear appeals therefrom in relation to any legal action suit or proceeding arising out of or with respect to this Agreement and agrees that such action, suit or proceedings may be brought in the said State. WIDE All questions or differences whatsoever which may at any time hereafter arise between the parties hereto or their respective representatives with respect to this agreement or the subject matter thereof or arising out of or in relation thereto and whether as to construction or otherwise shall be referred to a single arbitrator in the case the parties can agree upon one otherwise to two arbitrators (one-to be appointed by each party to the difference) for determination of the difference or question.. 16. 17. 10 wiI-J AQBEEMENT This Agreement constitutes the sol and enti re agreement between the parties and no warranties, representations, guarantees or other terms or conditions of whatsoever nature not contained and recorded herein shall be of any force or effect. muss All notices, notifications, requests, demands, consents, approvals, agreements or other communications by, to or upon the. respective parties to this agreement shall be in writing and be signed by an Authorised Officer of -the party giving such communication and shall be deemed to--be duly given or made:- (in the case of delivery in person or by post or telegram) when delivered: or (in the case of telex) on receipt by the sender of the answerback code of the recipient at the end of the transmission (provided that if the time of despatch is not before 4 p.m. (local time) or a day on which business is generally carried on in the place to which such communication is sent, it shall be deemed to have been received at the commencement of business on the next day in that place) to the party to which such communication is required or permitted to be given under this Agreement addressed: in the case of a facsimile transaction on receipt by the recipient at the end of transmission, subject to appropriate allowances for variations in time zones where applicable. 18. 19. 11 in the case of the Consultant, to:- 919 Prince Street Alexandria Va 22314 United States of America Telex Facsimile 703?634?7642 (ii) in the case of the Client, to:- 3rd Floor, NFF House 14 - 16 Brisbane Avenue Barton 2600 Australia Telex Australia 62683 Facsimile Australia (062) 732331 or to such other address a telex number, as the case may be, as the relevant addressee may specify for such purpose to the others by notice in writing. For the purpose of this Clause. a written communication includes a notice by telex, facsimile transmission or cable. WE The Consultant covenants that it will execute and do all such further acts, matters and things as shall be requisite or necessary for effectuating the provisions of this Agreement. This Agreement shall enure to the benefit of and be binding upon the Client and its successors and assigns and enure to the benefit of and be binding upon the Consultant and its successors and assigns. . 12 0 20. Where herein used words importing the singular number or plural number shall include the plural number and singular number respectively, and words importing the masculine gender shall include the feminine or neuter gender. Areference to a person shall include a corporation as well as an individual. A reference to Dollars (5) herein shall be a reference to the currency of the United States of America. ?ly?n under the Common Seal of KEENE by authority of a resolution of the Board of Directors in the presence of: a Director and /Secretary HUVUHHVHU mm hector/Secretary mm by the said in the presence of: G. ?,wvikh- Huh-i Execut ve Director