Lobbying Disclosure Form

LOBBYING DISCLOSURE FORM

This Lobbying Disclosure Form is made and entered into by and between Registrant Name: (the "Registrant") and Client Name: (the "Client"), effective as of Effective Date: .

RECITALS

WHEREAS, the Registrant is engaged in providing lobbying, government relations and related advisory services and is duly registered or required to register under applicable lobbying disclosure law; and

WHEREAS, the Client desires to retain the Registrant to perform lobbying services on the Client's behalf concerning certain public policy matters described herein, and the Registrant agrees to provide such services in accordance with the terms of this form; and

WHEREAS, the parties intend that the information contained in this form be used for periodic filings and to satisfy applicable public disclosure and reporting obligations for lobbying activity.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the parties agree as follows:

1. REGISTRATION AND CONTACT INFORMATION

2. CLIENT INFORMATION

3. SCOPE OF LOBBYING SERVICES

The Registrant shall engage in lobbying activities for the Client concerning the following subject matter(s) and policy areas:

Anticipated period of lobbying activity: From through .

4. COMPENSATION, EXPENDITURES AND REPORTING

The Registrant shall maintain contemporaneous records of lobbying activities, time expended, expenses incurred on behalf of the Client, and any disbursements to third parties or subcontractors. Such records shall be retained for the period required by applicable law and made available to the Client upon reasonable request.

5. SUBCONTRACTORS AND THIRD-PARTY PAYMENTS

The Registrant represents that it will disclose in periodic filings any subcontractors or third parties to whom lobbying services or pass-through funds are paid if required by applicable law, and will provide the Client with copies of any such disclosure upon request.

6. REPRESENTATIONS, WARRANTIES AND COMPLIANCE

The Registrant warrants that it will comply with all applicable lobbying, ethics and disclosure laws and regulations in performing the services described herein. The Registrant further warrants that the information contained in this form is true, complete and accurate to the best of its knowledge and belief, and that it has not withheld any material information that would affect required disclosures.

The Client represents that it will promptly provide the Registrant with all information necessary for accurate filings and disclosures and will notify the Registrant of any change in circumstances that may affect such filings.

7. CONFIDENTIALITY AND PUBLIC DISCLOSURE

The parties acknowledge that certain information provided to the Registrant may be subject to public disclosure under applicable lobbying disclosure laws. The Registrant shall identify in writing any Client information that the Client asserts is confidential at the time it is provided; notwithstanding such designation, the Registrant shall not be obligated to withhold information from legally required public filings. The Client acknowledges responsibility for any claims of confidentiality and for any consequences of disclosure under applicable law.

8. NOTICES

All notices required or permitted under this form shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth below or to such other address as either party may designate in writing.

9. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment to this form shall be valid only if made in writing and signed by an authorized representative of each party. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This form shall be governed by and construed in accordance with the substantive laws of the state specified by the parties for governance and enforcement. If any provision of this form is held to be invalid or unenforceable, such provision shall be severed and the remainder of the form shall remain in full force and effect. This form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

11. CERTIFICATION

The undersigned certify under penalty of perjury and other applicable penalties that the information contained in this Lobbying Disclosure Form is true, accurate and complete to the best of their knowledge and belief, and that they are authorized to submit this form on behalf of the respective parties.

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