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OMB No. 1124-0006; Expires May 31, 2020

U.S. Department of Justice Exhibit A to Registration Statement


Washington, dc 20530 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://www.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.,
for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this
information is subject to the penalty and 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
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 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 .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, 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 and Address of Registrant 2. Registration No.

Squire Patton Boggs (US) LLP 2165

3. Name of Foreign Principal 4. Principal Address of Foreign Principal


Office of the Presidency of the Republic of Angola
Republic of Angola Presidential Palace
Luanda, Angola

5. Indicate whether your foreign principal is one of the following:


0 Government of a foreign country 1
□ Foreign political party
□ Foreign or domestic organization: If either, check one of the following:
□ Partnership □ Committee
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

Office of the Presidency

b) Name and title of official with whom registrant deals

H.E. Ambassador Victor Manuel Rita da Fonseca Lima (Secretary for Diplomatic Affairs for International Cooperation)

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 de 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.
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8. If the foreign principal is not a foreign government or a foreign political parly:


a) Slate 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). (If additional space is needed, a full 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 Signature


June 25, 2019 Is! Edward J. Newberry
Edward J. Newberry, Global Managing Partner

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OMB No. 1124-0004; Expires May 31, 2020
u.s. Department of justice Exhibit B to Registration Statement
Washington, dc 20530 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 oral agreement
with his foreign principal, including all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by
reason of which the registrant is acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at
https://www.fara.gov.

Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. §611 e/ seq.,
for the purposes of registration under the Act 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
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 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.

Squire Patton Boggs (US) LLP 2165

3. Name of Foreign Principal

Republic of Angola

Check Appropriate Box:

4. 0 The agreement between the registrant and 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 will counsel the Foreign Principal as part of a program to (1) bring Angola's financial system up to international
standards, (2) increase US trade and investment, and (3) enhance Angola's profile in the United States.

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.

Registrant will counsel the Foreign Principal as part of a program to (1) bring Angola's financial system up to international
standards, (2) increase US trade and investment, and (3) enhance Angola's profile in the United States.

9. Will the activities on behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in
the footnote below? Yes 3 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.

As part of a program to (1) bring Angola's financial system up to international standards, (2) increase US trade and
investment, and (3) enhance Angola's profile in the United States, some of the Registrant's activities may involve
communicating with various officials in the Executive and Legislative branches of the US governmen L

EXECUTION

In accordance with 28 U.S.C. § 1746, the undersigned swear's or affirms under penalty of perjury that he/she has read the
information set forth in this Exhibit B to the registration statement and that he/she is familiar with the contents thereof and that such
contents are in their entirety true and accurate to the best of his/her knowledge and belief.

Date of Exhibit B Name and Title ignat ure


June 25, 2019 I si Edward J. Newberry
Edward J. Newberry, Global Managing Partner

Footnote: "Political activ ily," as dclincd in Section l(o) of the Act. means any activ ity which the person engaging in believes will, or that the person intends to, in any way inlluencc
any agency or official of the Government of the United Slates or any section of the public w-ilhin 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
parly.

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SQUIRE?) Squire Patton Boggs (US) LLP


2550 M Street, NW
PATTON BOGGS Washington, D.C. 20037

O +1 202 457 6000


F +1 202 457 6315
squirepattonboggs.com

Robert S. Kapla
T +1 202 457 6192
robert.kapla@squirepb.com

June 18, 2019

H.E. Ambassador Victor Manuel Rita da Fonseca Lima


Secretary for Diplomatic Affairs for International Cooperation
Office of the Presidency of the Republic of Angola
Presidential Palace
Luanda, Angola

Re: Engagement of Squire Patton Boggs (US) LLP

Your Excellency:

On behalf of Squire Patton Boggs (US) LLP (“SPB"), thank you for the opportunity to represent
the Office of the Presidency of the Republic of Angola (the "Government") as part of a
comprehensive program to: (1) bring Angola’s financial system up to international standards so
commercial banks can resume dollar-denominated transactions, (2) increase US trade and
investment, and (3) enhance Angola’s profile in the United States. We are honored to serve the
Government and look forward to working with you.

A written engagement agreement is required or recommended by the law of professional ethics


in the jurisdictions in which we practice law. The engagement agreement between our firm and
your Government consists of this letter and the enclosed Standard Terms and Conditions of
Engagement Applicable Worldwide (“Standard Terms”) (collectively, the “Engagement
Agreement”). Where this letter and the Standard Terms conflict, this letter shall control. The
Engagement Agreement is designed to address our responsibilities to each other and to outline
for you certain important matters that are best established early as we form an attorney-client
relationship with you in this matter.

The Engagement Agreement responds to requirements in the rules of professional ethics and is
intended to achieve a better understanding between us. We request that you review the
Engagement Agreement carefully. By proceeding with this engagement, you will be indicating to
us that you have done so. It is important that you review and understand the terms of our
relationship, such as the section on “Conflicts of Interest.” For many of our clients from nations
other than the United States, the section on "Conflicts of Interest" makes our agreement on
conflicts similar if not identical to the ethics rules for lawyers in your country.

Joseph L. Brand and I will be principally responsible for SPB’s work on this matter. We will be
supported by a broad and experienced team of colleagues, many of whom you met in
Washington, DC. In addition, SPB will execute a subcontractor agreement with Erme Capital
Ltd. (“EC") who will assist SPB in its representation of the Government. Finally, SPB and EC will
register pursuant to the US Foreign Agent Registration Act before engaging in political activities
on behalf of the Government.

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Squire Patton Boggs (US) LLP H.E. Ambassador Victor Manuel Rita da Fonseca Lima
June 18, 2019

The term of our engagement will be one (1) year commencing June 18, 2019 (the "Term”).
Unless either party provides a notice of termination on or before June 17, 2020, the Term will
renew on June 18, 2020 for a second year.

For this matter, we have agreed to a fixed semi-annual (i.e., twice a year) retainer of
US$2,050,000 (totaling US$4,100,000 for one year) (the “Retainer") against which we will bill
our fees and any costs at the rate of $341,667 per month (the “Monthly Fee”). The Retainer will
be payable in advance, the first payment due upon signature of this Engagement Agreement.
We will deposit the Retainer into our client escrow account and transfer the Monthly Fee to our
operating account at the end of each month. The Monthly Fee will cover our fees and costs, as
well as those of EC. Please note that, under our Standard Terms, our invoices are payable
within thirty days of the date of our statement. Our wire transfer instructions are as follows:

Bank Name:
Bank Address:

Beneficiary Account Name:


SWIFT Code:

Account Number:

Please confirm your acceptance of this Engagement Agreement by countersigning the enclosed
copy of this letter and returning it to me. If you do not agree with one or more of the provisions
of the Engagement Agreement, please contact me so that we can try to address your concerns.
You should also feel free to consult with independent counsel before signing. Throughout our
relationship, we want you to be satisfied with the professional services that we perform on your
behalf. Accordingly, we encourage you to contact us just as soon as you have any questions or
concerns regarding our services or our fees.

Your Excellency, it is our honor to represent the Government and, through it, the people of
Angola.

fSiqnatures Appear on Following Page]

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Squire Patton Boggs (US) LLP H.E. Ambassador Victor Manuel Rita da Fonseca Lima
June 18, 2019

Sincerely,

Squir^Patton Boggs (US) [_LP /

Robert S. Kapla
Partner

Letter and Standard Terms Accepted,


Including section on “Conflicts of Interest”

OFFICE OF THE PRESIDENCY OF


THE REPUBLIC OF ANGOLA Date: June 18, 2019

H.E. Am ssador Victor Manuef Rita da Fonseca Lima


Secre ry for Diplomatic Affairs for International Cooperation

Enclosure

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PATTON BOGGS

Standard Terms and Conditions of Engagement Applicable Worldwide

The engagement agreement with you Equality and Diversity................................. 11


includes the accompanying cover letter and, Disclosure of Your Name...........................11
as applicable, any separate Matter Squire Patton Boggs Attorney/Client
Acknowledgment Letter (collectively and Privilege.......................................................11
individually “Engagement Letter”). It also Severability................................................. 11
consists of these additional Terms and Primacy........................................................11
Conditions of Engagement applicable Entire Agreement....................................... 11
worldwide and any Terms and Conditions of Interpretations.............................................12
Engagement applicable for particular Governing Law, Courts and Bar
jurisdictions (collectively and individually Associations................................................ 12
"Standard Terms and Conditions of In Conclusion.............................................. 12
Engagement” or “Standard Terms”). The
engagement agreement is the means by THE FIRM
which you are retaining the Firm (as defined
“Squire Patton Boggs” is the collective trade
in these Standard Terms) to provide legal
name for an international legal practice
services. “You” and “yours” refers to our
comprised of partnerships or other entities
client(s) defined more fully below in the
authorized to practice law in various nations
section entitled WHO IS OUR CLIENT. For
or other jurisdictions. The “Firm” means
your convenience, set forth below are the
Squire Patton Boggs (US) LLP, 1 Squire
topics covered in these Standard Terms:
Patton Boggs (UK) LLP,2 Squire Patton
Boggs (AU),3 or Squire Patton Boggs (MEA)
The Firm........................................................1
LLP, 4 and/or an affiliate listed at
What Professionals Will Provide the
https://www.squirepattonboqqs.com/en/foot
Legal Services?............................................2
Our Services to You..................................... 2 er/leqal-notices in all cases including the
Who is Our Client?....................................... 3 entity or entities lawfully permitted to practice
Conflicts of Interest...................................... 4 law in the jurisdiction or jurisdictions
Public Policy Practice................................... 5 necessary or appropriate to provide your
Termination of Representation.................... 5 legal services. Your engagement in this
How We Set Our Fees................................. 7 instance is with the entity5 which sent you
Other Charges.............................................. 7 these Standard Terms and, as applicable,
Billing Arrangements and Payment with such other Squire Patton Boggs entity or
Terms............................................................8 entities necessary or appropriate for your
Taxes.............................................................9 legal services, in which case the entity which
Data Protection and Privacy........................ 9 sent you these Standard Terms is acting on
Client and Firm Documents....................... 10 their behalf. These Standard Terms apply to

1 Squire Patton Boggs (US) LLP is a limited 3 Squire Patton Boggs (AU) is a general partner­
liability partnership organized under the laws of ship established under the laws of Western
the State of Ohio, USA. Australia.
2 Squire Patton Boggs (UK) LLP (trading as 4 Squire Patton Boggs (MEA) LLP is a limited
Squire Patton Boggs) is a Limited Liability liability partnership organized under the laws of
Partnership registered in England and Wales with Washington, D.C.
number OC 335584 authorised and regulated by 5 Squire Patton Boggs includes partnerships or
the Solicitors Regulation Authority. A list of the other entities in a number of different nations.
members and their professional qualifications is Due to local laws on regulation of the legal
open to inspection at 7 Devonshire Square, profession, the formal legal name may differ in
London, EC2M 4YH. some nations.

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SQUIRES)
PATTON BOGGS

your relationship with all Squire Patton example, unless specified in the relevant
Boggs entities which provide you services. letter, our representation of you does not
“We” or “us” or "our” refer not only to the include any responsibility for: review of your
entity sending you these Standard Terms, insurance policies to determine the
but also to all Squire Patton Boggs entities possibility of coverage relating to this matter;
unless the context or applicable law requires for notification of your insurance carriers
reference only to the specific entity or entities about the matter; advice to you about your
you contract with. The use of “Squire Patton disclosure obligations under securities laws
Boggs" as a trade or business name or brand or any other laws or regulations; or advice on
by all or any of such entities shall not imply tax consequences. The description of the
that the international legal practice is itself nature and scope of our services in any letter
engaged in the provision of legal or other or e-mail concerning the inception of our
services. For further information please see engagement is generally made at the
www.squirepattonboggs.com. beginning of our representation and is
sometimes, of necessity, described in broad
This engagement agreement shall apply to terms. The actual nature and extent of our
all matters for which you might now or in the representation may be narrower and more
future request our assistance, unless of precise and is to be determined over the life
course you and we agree in the future to an of the representation by your requests for our
updated version of this engagement legal services and our response based on
agreement or to a new or revised the letters, e-mails, or other documents
engagement agreement expressly referring exchanged between us. Of course, you and
to and superseding this engagement we can enter into an additional engagement
agreement in whole or in part. We encourage agreement for services outside any general
you to retain this engagement agreement. description in any letters or e-mails at the
beginning of our engagement. If at any time
WHAT PROFESSIONALS WILL PROVIDE you do not have a clear understanding of the
THE LEGAL SERVICES? legal services to be provided or if you have
questions regarding the scope of our
In most cases one of our lawyers will be your services, we are relying on you to
principal contact. From time to time that communicate with us.
attorney may delegate parts of your work to
other lawyers or to legal assistants or We will apply our professional skill,
nonlegal personnel in the Firm or to outside experience and judgment to achieve your
“contract" personnel. objectives in accordance with the honored
standards of our profession that all attorneys
OUR SERVICES TO YOU are required to uphold. Flowever, we cannot
guarantee the outcome of any matter. Any
In our letter that presents these Standard expression of our professional judgment
Terms to you, or in a separate Matter regarding your matter or the potential
Acknowledgement Letter, we will describe outcome is, of course, limited by our
the matter or case in which we will be knowledge of the facts and based on the law
representing you. Unless we agree in writing at the time of expression. It is also subject to
to expand the scope of our representation, any unknown or uncertain factors or
an important part of our engagement conditions beyond our control, including the
agreement is that we are not your counsel in unpredictable human element in the
other matters, and you will not rely upon us decisions of those with whom we deal in
to provide legal services for matters other undertaking your representation.
than that described in the relevant letter. For

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PATTON BOGGS

We will comply properly and fully with the example, if you are a corporation, our
duty of confidentiality as described in the representation does not include any of your
rules of professional conduct governing our direct or indirect parents, subsidiaries, sister
profession which provide special and corporations, partnerships, partners, joint
stringent protection for ethically protected ventures, joint venture partners, any entities
information concerning our representation of in which you own an interest, or, for you or
you (hereinafter client “confidential your affiliates, any employees, officers,
information”). In compliance with such rules directors, or shareholders. If you are a
on confidential information and this partnership or limited liability company, our
engagement agreement, we will not disclose representation does not extend to the
to any other client or use against you any of individual partners of the partnership or
your confidential Information and likewise will members of the limited liability company. If
not disclose to you the confidential you are a joint venture, our representation
information of any other client or use that does not extend to the participants. If you are
client’s confidential information against it. a trade association, our representation
excludes members of the trade association.
Your responsibilities to us in each If you are a governmental entity, our
representation that you ask us to undertake representation does not include other
include providing full, complete and accurate governmental entities, including other
instructions and other information to us in agencies, departments, bureaus, boards or
sufficient time to enable us to provide our other parts of the same government. If you
services effectively. are an individual, our representation does
not include your spouse, siblings, or other
WHO IS OUR CLIENT? family members. If you are a trust, you are
our only client. The beneficiaries are not our
An essential condition of our representation clients, nor is the trustee in any capacity
is that our only client is the person or entity other than as the fiduciary for the particular
identified in the accompanying letter. In the trust in our representation. It would be
absence of an express identification of our necessary for related parties, including all
client in the text of the letter, our client is the those listed above, to enter into a written
person or entity to whom the letter is engagement agreement with us much like
addressed, even though in certain instances this one before they would become clients
the payment of our fees may be the and we would assume duties towards them.
responsibility of others. In situations in which You should know that our engagement
our client is an entity, we have addressed the agreements with a number of other clients
letter to an authorized representative of the have a similar provision.
client. Throughout these standard terms,
“you" refers to the entity that is our client, not If you provide us with any confidential
the individual addressed. information of your related parties or any
other entities or individuals during our
Unless specifically stated in our letter, our representation of you, we will treat it as your
representation of you does not extend to any information and maintain its confidentiality in
of your affiliates and we do not assume any accordance with our duties to you as our
duties with respect to your affiliates. You are client under applicable law, but insofar as
our only client. Unless we state specifically in applicable law permits us to agree on our
our letter, we do not represent a corporate respective rights and duties, you are the only
family or other group of which you may be a party to whom we owe duties regarding such
part, do not represent its members other than information.
you, and do not owe them any duties. For

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PATTON BOGGS

Except as specifically agreed by both of us, matter (i) which is substantially related to our
the advice and communications that we representation of you or (ii) where there is a
render on your behalf are not to be reasonable probability that confidential
disseminated to or relied upon by any other information you furnished to us could be
parties without our written consent. used to your material disadvantage,
including by examining or cross-examining
CONFLICTS OF INTEREST your personnel, unless you agree otherwise.
Finally, we commit that after the
Squire Patton Boggs is international with representation has ended, unless you agree
over half of our lawyers based in Offices otherwise, the lawyers who have personally
outside the United States. Our clients inside worked for you shall not represent any other
and outside the U.S. should understand that client with interests materially and directly
this provision is designed to treat all of our adverse to your interests in this matter or in
clients on the same basis and that the result any other matter (i) which is substantially
of this provision is similar to the result related to their representation of you or (ii)
otherwise applicable under the professional where there is a reasonable probability that
standards for lawyers in almost all confidential information you furnished to
jurisdictions outside the U.S. (and under the them could be used to your material
Texas Disciplinary Rules of Professional disadvantage, including by examining or
Conduct). Since our legal practice began cross-examining your personnel, unless you
over 100 years ago, thousands of agree otherwise. You agree that these
corporations, other businesses, individuals, commitments entirely replace any rule that
governmental bodies, trusts, estates, and might otherwise treat approximately 1,500
other clients have asked our lawyers to lawyers with Squire Patton Boggs as one
represent them, in many cases in large and lawyer for conflicts purposes and any
usual matters. With over 10,000 current imputation or vicarious treatment of
clients, you should understand that during knowledge or conflicts among all lawyers in
the course of our representation of you we Squire Patton Boggs.
may represent any other client in any kind of
matter: you should not assume any For further explanation of the provision being
exceptions. Information on the nature of our replaced see
clients and practice is available upon request https://www.americanbar.org/qroups/profess
and on the internet. An advantage to ional responsibilitv/publications/model rule
proceeding with our representation of you s of professional conduct/rule 1 10 imput
may be the services of specific individuals, or ation of conflicts of interest general rule.
of a large team, or of a special nature, or in html including Comment [2].
particular jurisdictions. We understand and
agree that this is not an exclusive agreement, For explanation of “substantially related"
and you are free to retain any other counsel matters see
of your choosing in this and other matters. https://www.americanbar.org/qroups/profess
We commit that the lawyers who are ional responsibilitv/publications/model rule
personally working for you will not work for s of professional conduct/rule 1 9 duties
any other client adverse to you throughout of former clients.html especially Comment
the representation unless you agree H [3].
otherwise. Further, throughout the
representation we commit that our other You understand and agree that, consistent
lawyers shall not represent any other client with those commitments, we are free to
with interests materially and directly adverse represent other clients, including clients
to your interests in this matter or in any other whose interests conflict with your interests in

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PATTON BOGGS

litigation, business transactions, defense, energy, resources and


negotiations, alternative dispute resolution, environmental matters, financial services,
administrative proceedings, discovery food and drug, domestic and international
disputes, or other legal matters. Our lawyers trade, health care, taxation, transportation,
value their individual professional and numerous other areas affected by
independence and you also agree that the government action. Information on the
interests of other clients represented by our extensive scope of our public policy practice,
other lawyers will not create a material the other areas in which we offer legal
limitation on your representation by the services, and the large number and diversity
lawyers who personally represent you. For of our clients is available on request or on the
further explanation of "material limitations" internet. Given the breadth of our public
see policy practice, in agreeing to our
https://www.americanbar.org/qroups/profess representation of you, you should not
ional responsibilitv/publications/model rule discount the possibility that our
s of professional conduct/rule 1 7 conflic representation of other clients in public policy
t of interest current clients/comment on r matters at present or in the future might
ule 1 7.html especially Comment [8]. You adversely affect your interests, directly or
agree that a precondition to our forming an indirectly, or might be deemed to create a
attorney/client relationship with you and material limitation on our representation of
undertaking your representation is your you. A precondition to our forming an
agreement that our representation of you will attorney/client relationship with you and
not prevent or disqualify us from undertaking your representation is your
representing clients adverse to you in other agreement that so long as such public policy
matters and that you consent in advance to representations are not substantially related
our undertaking such adverse to our representation of you and do not
representations, subject to the exceptions involve the use of material ethically protected
and commitments explicitly set forth above. client information to your disadvantage, the
Please let us know if you would like to scope of the public policy representations
discuss excluding particular parties or that we can provide to existing or new clients
matters from your agreement. Our will not be diminished in any respect by our
agreements and yours are effective undertaking our representation of you even if
immediately. In similar engagement there would otherwise be a conflict.
agreements with a number of our other Agreement by our other clients to an
clients, we have asked for similar analogous waiver may protect the scope of
agreements to preserve our ability to legal services that we can provide for you.
represent you.
TERMINATION OF
PUBLIC POLICY PRACTICE REPRESENTATION

Among the wide array of legal services that You may terminate our representation at any
we provide to clients in particular time, with or without cause, upon written
representations in many but not all nations, notice to us. After receiving such notice, or
States, and other jurisdictions around the upon our termination of the representation as
world in compliance with their law are permitted by applicable ethical and/or court
representations with respect to the rules, we will cease to render services to you
legislative, executive, administrative and as soon as allowed by such rules, which may
other functions of governments (herein include court approval of our withdrawal from
“public policy” representations). We have a litigation. Termination of our services will not
public policy practice in business regulation, affect your responsibility for payment of legal

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services rendered and other charges entity's representation of another party you
incurred both before termination and would not argue or otherwise use our
afterwards in connection with an orderly representation of you prior to any termination
transition of the matter, including fees and to contend that the Firm or any other Squire
other charges arising in connection with any Patton Boggs entity should be disqualified.
transfer of files to you or to other counsel,
and you agree to pay all such amounts in When we complete the specific services you
advance upon request. have retained us to perform, our attorney-
client relationship for that matter will be
You agree that the Firm has the right to terminated at that time regardless of any later
withdraw from its representation of you if billing period. To eliminate uncertainty, our
continuing the representation might preclude representation of you ends in any event
the Firm’s or any other Squire Patton Boggs whenever there is no outstanding request
entity’s continuing representation of existing from you for our legal services that requires
clients on matters adverse to you or if there our immediate action and more than six (6)
are any circumstances even arguably raising months (180 days) have passed since our
a question implicating professional ethics, for last recorded time for you in the
example, because a question arises about representation, unless there is clear and
the effectiveness or enforceability of this convincing evidence of our mutual
engagement agreement, or a question arises understanding that the representation has
about conduct addressed by it, or an not come to an end. After termination, if we
apparent conflict is thrust upon the Firm or choose to perform administrative or limited
any other Squire Patton Boggs entity by filing services on your behalf, including but
circumstances beyond its reasonable not limited to receiving and advising you of a
control, such as by a corporate merger or a notice under a contract, lease, consent
decision to seek to join litigation that is order, or other document with continuing
already in progress, or there is an attempt to effect, or filing routine or repeated
withdraw consent. submissions or renewals in intellectual
property or other matters, or advising you to
In any of these circumstances, you agree take action, our representation of you lasts
that we would have the right to withdraw from only for the brief period in which our task is
the representation of you. Regardless of performed, unless you retain us in writing at
whether you or we terminate the that time to perform further or additional
representation, we would (with your services. After termination, if you later retain
agreement) assist in the transition to us to perform further or additional services,
replacement counsel by taking reasonable our attorney-client relationship will
steps in accordance with applicable ethical commence again subject to these terms of
rules designed to avoid foreseeable engagement unless we both change the
prejudice to your interests as a consequence terms in writing at that time. Following
of the termination. You agree that regardless termination of our representation, changes
of whether you or we terminate the may occur in applicable laws that could
representation (A) we would be paid by you impact your future rights and liabilities.
for the work performed prior to termination: Unless you actually engage us in writing to
(B) our representation of you prior to any provide additional advice on issues arising
termination would not preclude the Firm or from the matter after its completion, we have
any other Squire Patton Boggs entity from no continuing obligation to advise you with
undertaking or continuing any representation respect to future legal developments.
of another party; and (C) as a result of the
Firm's or any other Squire Patton Boggs

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During or following our representation of you, Advancements to a higher category are


we will be entitled to recover from you fees typically made annually. Upon any
for any time spent and other charges, adjustment in the applicable rates, we will
calculated at the then applicable rates if we charge you the adjusted rates.
are asked to testify or provide information in
writing as a result of our representation of At times clients ask us to estimate the total
you or any legal requirements, or if our fees and other charges that they are likely to
records from our representation of you are incur in connection with a particular matter.
demanded, or if any claim is brought against Whenever possible, we are pleased to
any Squire Patton Boggs entity or any of its respond to such requests with an estimate or
personnel based on your actions or proposed budget. Still, it must be recognized
omissions (in addition to any other costs that our fees are often influenced by factors
involving the claim), or if we must defend the that are beyond our control or unforeseeable
confidentiality of your communications under or both. This is particularly true in litigation
the attorney-client or any other legal and other advocacy contexts in which much
professional privilege (in which case we will of the activity is controlled by the opposing
to the extent that circumstances permit make parties and the Judge, Arbitrator or other
reasonable efforts to inform you of the decision-maker. Accordingly, such an
requirement made upon us and give you the estimate or proposal carries the
opportunity to waive privilege). understanding that, unless we agree
otherwise in writing, it does not represent a
HOW WE SET OUR FEES maximum, minimum, or fixed fee quotation.
The ultimate cost frequently is more or less
Unless another basis for billing is established than the amount estimated. Accordingly, we
in this engagement agreement, we will bill have made no commitment to you
you monthly for the professional fees of concerning the maximum fees and costs that
attorneys, paralegals, and other personnel will be necessary to resolve or complete this
incurred on your behalf based on their matter. We will not be obliged to continue
applicable rates and the number of hours work if the fees or other charges accrued on
they devote to your representation. Overall a matter reach an estimate previously given
fees will be in accord with the factors in the and a revised estimate cannot be agreed. It
applicable rules governing professional is also expressly understood that payment of
responsibility. The billing rates of the our fees and charges is in no way contingent
personnel initially assigned to your on the ultimate outcome of the matter.
representation are generally specified in the
accompanying engagement letter. The billing OTHER CHARGES
rates of our attorneys, paralegals, and other
personnel vary, depending generally upon As an adjunct to providing legal services, we
the experience and capabilities of the may incur and pay a variety of charges on
individual involved. Unless otherwise agreed your behalf or charge for certain ancillary
in writing, we will charge you for their support services. Whenever we incur such
services at their applicable rates. Our hourly charges on your behalf or charge for such
billing rates are adjusted from time to time, ancillary support services, we bill them to you
usually at the beginning of each year, both separately or arrange for them to be billed to
on a selected and firm wide basis. In you directly. We may also require an
addition, as personnel gain experience and advance payment from you for such charges.
demonstrate improved skills over time, they These charges typically relate to long­
may advance into categories that generally distance telephone calls; messenger,
have higher hourly billing rates. courier, and express delivery services;

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facsimile and similar communications; Letter Type Description Rate


document printing, reproduction, scanning, No litigation
imaging and related expenses; translations Clean
reported US $550
and related charges; filing fees; depositions Normal 1-3 cases US $850
and transcripts; witness fees; travel US $1,350
Extraordinary >3 cases
expenses; computer research; and charges
Update of prior
made by third parties (such as outside Update US $400
experts and consultants, printers, response
appraisers, local and foreign counsel, Verifying no
government agencies, airlines, hotels and work for client
No-Services US $75
the like). Other charges will generally be during fiscal
itemized on your bill, and will also be subject year_________
to VAT where applicable. Any bank charges
which we incur when making check Notwithstanding our advance payments of
payments or telegraphic transfers of money any charges, you will be solely responsible
will be charged to you inclusive of a handling for all invoices issued by third parties. It is our
fee. Our charges for these ancillary support policy to arrange for outside providers of
services generally reflect our direct and services involving relatively substantial
indirect costs, but charges for certain items charges (such as the fees of outside
exceed our actual costs. For some services, consultants, expert witnesses, appraisers,
particularly those that involve significant and court reporters) to bill you directly.
technology and/or support services which we
provide (such as imaging documents and Prompt payment by you of invoices
computer research), we attempt from time to generated by third-party vendors is often
time to reduce costs by contracting with essential to our ability to deliver legal
vendors to purchase a minimum volume of services to you. Accordingly, you agree that
service that is beyond the needs of any we have the right to treat any failure by you
single client. In those cases, we may bill you to pay such invoices in a timely manner to be
at a per unit rate that may not reflect the a material breach of your obligation to
quantity discounts we obtain. In many cases cooperate with us.
the total quantity that will be used by all of our
clients over a year or other period of time is Unless we agree specifically in writing and
not certain. Our charge for fax services is you advise any other law firm, professionals,
typically based on a charge per page rather or third-parties in writing that they must
than the cost of the telephone usage. In the comply with our directions, we are not
event any of our statements for such services responsible for them.
are not paid by their due dates, you agree
that we have the right not to advance any BILLING ARRANGEMENTS AND
further amounts on your behalf. PAYMENT TERMS

When you send us a letter at the request of We will bill you on a regular basis - normally,
your auditors asking us for a response on each month - for both fees and other
any loss contingencies, we will charge you a charges. You agree to make payment within
fixed fee for our response that varies with the thirty (30) days of the date of our statement,
level of difficulty of the response. unless a different period of time is specified
in the Engagement Letter. If you have any
issue with our statement, you agree to raise
it specifically before thirty (30) days from the
date of our statement or any other due date

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established in an Engagement Letter. If the Squire Patton Boggs entities will be


issue is not immediately resolved, you agree attributed to them in accordance with our
to pay all fees and other charges not directly agreement with them, which reflects in major
affected by the issue before thirty (30) days part the work performed by their personnel
from the original bill or any other due date and expenses they incurred.
established in an Engagement Letter and all
amounts affected by the issue within ten (10) If our representation of you results in a
days of its resolution. If we have rendered a monetary recovery by litigation or arbitration
final bill and we become liable for other award, judgment, or settlement, or by other
charges incurred on your behalf, we will be realization of proceeds, then (when
entitled to render a further bill or bills to permitted by applicable law) you hereby
recover those amounts. In the event that a grant us an attorneys’ lien on those funds in
statement is not paid in full before thirty (30) the amount of any sums due us.
days from the date of our statement or any
other due date established in an We look to you, the client, for payment
Engagement Letter late charges will be regardless of whether you are insured to
imposed on any unpaid fees and/or costs at cover the particular risk. From time to time,
the combined rate of eight percent (8%) per we assist clients in pursuing third parties for
annum or at any lower rate legally required recovery of attorneys’ fees and other costs
by a particular jurisdiction. If the cover letter arising from our services. These situations
accompanying these Standard Terms of include payments under contracts, statutes
engagement specifies an event or an or insurance policies. However, it remains
alternate date upon which payment is due, your obligation to pay all amounts due to us
late charges will be imposed on any unpaid before expiration of thirty (30) days from the
fees and/or costs thirty (30) days after the date of our statement unless a different
specified event or date or any other period period is established in an Engagement
specified in an Engagement Letter. The Letter.
purpose of the late payment charge is to
encourage prompt payment, thus reducing TAXES
our billing and collection costs.
You will be responsible for any applicable
In addition, if your account becomes VAT or other sales tax that any jurisdiction
delinquent and satisfactory payment terms may impose on our fees and other charges
are not arranged, we may postpone or defer for this representation.
providing additional services or withdraw, or
seek to withdraw, from the representation DATA PROTECTION AND PRIVACY
consistent with applicable rules. You will
remain responsible for payment of our legal We each have our respective obligations to
fees rendered and charges incurred prior to relevant government authorities and to
such withdrawal. individuals whose personal data we process
to comply with applicable data protection
When personnel from other Squire Patton laws. Where the European Union (“EU”)
Boggs entities have provided services to General Data Protection Regulation
you, the portion of any invoice to you (“GDPR”) and national implementing
including such services is issued on behalf of legislation apply in relation to any personal
the other Squire Patton Boggs entities that data that you provide to us, we each act as a
have provided services to you. The portion of controller in our own right in regard to our
your payment of fees and charges for the respective processing of the personal data.
services and expenses of any such other Please refer to our Global Website Privacy

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Notice: our Privacy Notice for our Australian access requests in relation to personal data
offices: and, in particular, our Privacy Notice that you have shared with us.
for our EU offices (“EU Privacy Notice”).
These are published on the Squire Patton We will cooperate with you when reasonably
Boggs website at possible to ensure that the required
www.squirepattonboggs.com. Our EU information referred to above is made
Privacy Notice describes the processing accessible to the relevant individuals; and we
activities of our EU offices as controllers of will meet our own obligations to provide
the personal data of our clients, individuals information directly to the individuals
connected to our clients and other business concerned, such as any customized privacy
contacts, in accordance with GDPR notice that we may issue to address a
requirements. In fulfilling our duties to specific matter if required by particular
relevant government authorities and circumstances; but in most cases, it would be
individuals under applicable law our EU impossible, or would require disproportionate
offices will process personal data that you effort on our part to provide notice directly to
share with us, or that we obtain from other all individual third parties that are connected
sources on your behalf, only for the relevant to you when you share their personal data
purposes that are set out in our EU Privacy with us. The description of our respective
Notice or any supplemental notice that we obligations under applicable data protection
may provide to you in connection with a laws covers our respective obligations to
particular matter. You may also have relevant government authorities and to
obligations under the GDPR and you will individuals whose personal data we process,
reasonably cooperate with us with respect to but does not create new duties or obligations
any personal data that are shared between between us by virtue of these Standard
us, in order to facilitate compliance with the Terms (except as explicitly stated concerning
relevant provisions of the GDPR. If you cooperation and our respective roles as
disclose or transfer to us personal data controllers of personal data).
concerning individuals who are connected to
you, or are otherwise relevant to a matter on CLIENT AND FIRM DOCUMENTS
which we have been retained to provide legal
services to you, it shall be your responsibility We will maintain any documents you furnish
as the controller of that data to transfer or to us in our client files for this matter. At the
otherwise disclose such personal data in conclusion of the matter (or earlier, if
compliance with GDPR requirements appropriate), it is your obligation to advise us
including (without limitation) by: (A) promptly as to which, if any, of the
transferring the personal data to us only as documents in our files you wish us to turn
necessary for us to provide the legal services over to you. At your request, your papers and
for which you have retained us; (B) having a property will be returned to you promptly
lawful basis for disclosing the personal data upon receipt of payment for outstanding fees
to us; (C) providing all the information and other charges. Your documents will be
required to be provided by the GDPR, in the turned over to you in accordance with ethical
applicable circumstances, to the relevant requirements and subject to any lien that
individuals concerning the transfer of their may be created by law for payment of any
personal data to us (including, where outstanding fees and costs. We may keep a
possible, a link to the EU Privacy Notice copy of your files if you ask us to return or
published on the Squire Patton Boggs transfer your files. We will retain our own
website): and (D) assuming the primary documents and files, including our drafts,
responsibility for responding to data subject notes, internal memos, administrative
records, time and expense reports, billing

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and financial information, accounting lists of representative transactions or other


records, conflict checks, personnel representations, excluding of course any we
materials, and work product, such as drafts, believe are sensitive. If you prefer that we
notes, internal memoranda, and legal and refrain from using your name and
factual research, including investigative representation in this manner, please advise
reports, and other materials prepared by or us in writing.
for the internal use of our lawyers. All such
documents which we retain will be SQUIRE PATTON BOGGS
transferred to the person responsible for ATTORNEY/CLIENT PRIVILEGE
administering our records retention program.
For various reasons, including the If we determine during the course of the
minimization of unnecessary storage representation that it is either necessary or
charges, we have the right to destroy or appropriate to consult with our General
otherwise dispose of any such documents or Counsel, one of our Ethics Lawyers or other
other materials retained by us seven (7) specially designated lawyer or outside
years after the termination of the counsel, we have your consent to do so with
engagement, unless applicable law permits the confidentiality of our communications
or requires a shorter or longer period for with such counsel protected by an attorney-
preservation of documents, or unless a client privilege which will not be diminished
different period is specified in a special by our representation of you.
written agreement signed by both of us.
SEVERABILITY
With regard to any documents containing EU
personal data that you transfer to us that we In the event that any provision or part of this
have not previously destroyed as explained engagement agreement, including any
above, we will act under your instructions in letters expressly stated to be part of the
relation to the timing of the deletion for such engagement agreement, should be
data in order to comply with the GDPR unenforceable under the law of the
storage limitation principle or to assist you in controlling jurisdiction, the remainder of this
responding to a valid data subject request for engagement agreement shall remain in force
the deletion of personal data. and shall be enforced in accordance with its
terms.
EQUALITY AND DIVERSITY
PRIMACY
We have a written Equality and Diversity
policy to which we seek to adhere at all times Unless expressly superseded by explicit
in the performance of our services. A copy reference the sections “Who is our Client,”
will be provided to you upon your written “Conflicts of Interest,” and/or “Public Policy
request and is available on our website. Practice" are fully effective notwithstanding
another provision in case of any duplication
DISCLOSURE OF YOUR NAME and to the fullest extent possible in case of
inconsistency.
We are proud to serve you as legal counsel
and hope to share that information with other ENTIRE AGREEMENT
clients and prospective clients. On occasion,
we provide names of current clients in This engagement agreement supersedes all
marketing materials and on our Web site. We other prior and contemporaneous written and
may include your name on a list of oral agreements and understandings
representative clients. We may also prepare between us and contains the entire

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agreement between us. This engagement authorities of the jurisdiction in which the
agreement may be modified only by a signed lawyer sending you this engagement
written agreement by you and by us. You agreement has his or her principal office
acknowledge that no promises have been unless another jurisdiction is specified in the
made to you other than those stated in this letter accompanying these Standard Terms.
engagement agreement. When another jurisdiction provides that its
law or courts or Bar authorities will govern
INTERPRETATIONS notwithstanding any agreement, that other
law may of course control, at least on certain
This agreement shall be interpreted to questions.
effectuate the intention of the Parties to
observe all applicable present and future IN CONCLUSION
ethical and legal requirements and
prohibitions. To the extent that any existing We look forward to a mutually satisfying
or future legal or ethical requirement or relationship with you. If you have any
prohibition in any applicable jurisdiction does questions about, or if you do not agree with
not allow or otherwise conflicts with any one or more of these terms and conditions,
provision of this engagement agreement or please communicate with your principal
service contemplated in it, then it shall not contact at the Firm so that we can try to
apply in whole or in part to the extent of such address your concerns. Your principal
conflict or prohibition. Further, any such contact can recommend changes that will be
provision or service offering shall be deemed effective once you receive written notice of
modified to the extent necessary to make it approval of any revisions, which, depending
valid and consistent with such requirements on the nature of the request, will be made by
and prohibitions. a Lawyer in Management and/or an Ethics
Lawyer. Thank you.
GOVERNING LAW, COURTS AND BAR
ASSOCIATIONS

All questions arising under or involving this


engagement or concerning rights and duties
between us will be governed by the law
(excluding choice of law provisions) and
decided exclusively by the courts and Bar

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