Hogan, Schenk i Pua lu Professional Fund-Raising Counsel Agreement ‘This Professional Fund-Ralsing Counsel Agreement is entered into this 20th day of february 2002, by and between HSP Direct, LLC ("HSP Direct"), 208 Elden Sureat, Suite 205, Herndon. Virginie 20/70 (*HSP Direct"), and Citizens United ("Client"), 108 Carpenter Drive, Suite 210, Sterling, Virginia 20164, 1. Appointment & Authorization, Subject eo the cerms and conditions sec forth bulow, HSP Direct is hereby retained and appointed as Client's non-exclusive fund-raising counsel for its direct mail find-raising program and lise rentals, W. Client’s Charitable Purposes. Client has entered inta this agreement to further its charitable purposes and programs, ‘hich include public information and education on governmental issues, and lobaying Congress on various action ferns, ML Services. HSP Direce will provide the following services to the Client a Direct Mall Packages: Counsel and advise che Client on issues and copy that Client desires to use in its cirect mail une-raising program. At the direction of ‘Cliens, HSP Direce will prepare draft copy for the Cilan’'s review and approval b. Scheduling: Counsel are! advise the Clint on the timing ef enalings and lises valable for usage © Vendors: Counsel and advise the Client in negotiating, arranging and enering into agreements with third party vendors for any materials and services to be used in the direct mail fund raising program, 4. List Promotion: At the direction of the Client, HSP Direct or its designated agent, wil promote the rental of Client awed malig lists Professional Fund. Raising Coun ISP Dirs Aprosaser By aud Bebveen LLC and Citizens iited Pays? IV. Compensation. CreitivelCocrdination Fee: HSP Direct shall receive compensation in the armaunt of seventy-five dollars ($75) per one thousand (1,000) fund raising packages processed by tho uraling house for mailing under the terms of his agroernene. CPI Adjustinent: HSP Diract’s compensation rate as sex forth in paragraph IVa of this agreement shall be subject to an adjustment atthe beginning af each calendar year in an amount equal zo the percentage change in the Uniten cates nationwide Consumer Price Index prejared hy the Unites States Bureai of Labor Statistics, bus in no event shall the compensacion rate be less than the amoune set forth in paragraph Va. Lise Reneal Commissions: HSP Direct, or its designaced agent. shall recewe a ‘commission of 20% of une standard lst rental eharge for ist rentals andior cexcitanges mace directly to the list user, HSP Direct, or ts desighetcd agent, shall receive a 40% cornrission of the standard lise rental charge for list rentals andfor exchanges placed through other brokers or agencies, Where a list rental for exchange 's placed through anather broker or agancy, HSP Direct wil poy the commission due the other broker or agency from the commission pak wo HSP Direct V. Billing and Payment. Bilings. HSP Direcc shall rendor bilings to Client fram time to time on its stancard forms. Client shal pay said billings no lacer than the due dace stated therein. Lise Rental Apalicaton, I, ducing the torm of this Agreement, any hilings due HP Direct are sixty (60) days or more past dus, HSP Direct shall have t follooring rigits with regaré to lst reatals and list rental income: HSP Direct shal have the unresuriced righe to apaly is rental income otherwise due Client ro payment of bilings that are sity (60) days or more past cue as of the date of receipt of the it rental incame: and wisted right co rent any Client Fse{) Under this Agreeinent and aaply the lise rental income otherwise ve Cleat from said list rentals to the payment of any HSP Direct bilings thac are sixty (60) sixty days or more past dio as of te dete of receipt of the list rental income, “Advances. From tine :o cime, HSP Direct or third parties thac HSP Direct designates may advance money for postage and other direet mail services or Prof HSB Dis vi. vil. vin, jana! Fund-Raising Counsel Agccement Ty axe Between 1, LLC and Citizens United Page materials Its agreed that eny money so aévanced shall be reimbursed from the funds raised under this Agreement before any funes are disbursed for other aurposes, Confidentiality and Registrations. Except as otherwise required by law, this Agreemene and all financial information relating to the Agreement and direct mil packages created under che ‘Agreement shall beheld in confidence by HSP Direct, Except as otherwise required by law, Client shall hold in confidence all francial matters in connection with this Agreemane, including, but net limited to, the compensation of HSP Direct, HSP Direct and Cent ackwowledge that various jurisdictions require the regiuration or licensing of certain organizations tha salcit contriputions arcfor the registration or licensing of the businesses thae assist ccrtain organizations with fund-raising, Is therefore understood and agread that its the responsibilty ofthe Client co reyister andor obtain a license in those jurisdictions where Client is required by law to exther register or obtain a hicense. leis further understood and agreed that it isthe responsiniity of HSP Direct to regiscer andior abtain a license in those jurisdictions where HSP Direct does business and is required hy aw to either register or obtain a license. HSP Direct and Client each agree to actin good falth in providing the other w: Information and documentation necessary to facilitate the registration andor licensing pros Custody and Control of Contributions and Other Funds, Under no circumstances wil: HSP Direct have eustody, possession or contro! of any contributions or Client funds generated under this Agreement. All conuiLuxions andlor other fi inds generated under this Agreement shall be received by and he'd unde the exclusive custody and cantrol of Client or its designated agent. if Client uses a designated agenc for the receipt ofc ‘butions cr other funds, HSP Direct shall net serve a8 said agent, nor shall any of HSP Direes's princiaals or afflates serve n such capacity. Duration and Termination. Hective Date: Except as prohihites by law, services under this Ageceiment shall commence on the cate of the Agreement, Where immediate performanee is not permitted, se-vices will commence on the earliest case allowed subsequent to the date of che Agreement. Professional Fund-Raising Counsel Agiozment By and Between HSP Direct, LLC and Citvens United Page 4 b. Termination Date: Unless ocherwise rerminated 2s provided balow, this Agreement anc all services to be performed by HSP Diract shal cerminate on December 31, 2020. © Akernarive Termination: Either party may terminate this Agreement by giving the other party written notice of termination at least ninety (90) days prior to the affective date of termination, Once HSP Direct gives er receives notice of termination it shall not commence exy new work for Client, excepting "debt- ecuction'" mailings approved by the ciant. Addiionally, HSP Direct shall complete any work in progress and place all ist rentals reviausly approved by the Client. All other rights and cuties of the partes shall continue until the date of termination, If Client or HSP Direct desires co terminate any work that was munenced prior to ihe receipt of the notice of termination, the parties may mutually agree in writing to do so and HSP Direct's compensaticn for ary such work shall be 2s mutual agraad by the parties, 3 —_Debe Reduction: Upon notice of sermination, all Client bills owed ro HSP Direct and other vendors used under this Agreement shall be paid fram the proceods of 8 series of debt-reduction mailings approved and authorized by the Cliert. Fellowing termination and debt-reduction mailings, if any bills retain usstanding, said bills wil be paid for through list royalty income, as established below in section IX fa) © Bilings Upon Termination: Upon termination of this Agreement, HSP Direct shall submic bilings for all amounts due that have not previously Been billed by HSP Direct. With the exception of Client-approved and authorized debr- reduction mailings, HSP Direct shall not be encicled to payment for any new ‘work commences after the date it gave or received viritten notice of termination of the Agreement. However, HSP Direct sal be entitled to Payment for any work approved and commenced prior te the date chat it gave or received writen notice of cermiation isposition of Lists, Property and Materials. List Ownership 1. Any tise) created under this Agreemenc shall Le the property of Client However, HSP Direct shall hole a security Interest in any list(s) created Under chis Agreement, wiich shall remain in effect during the cern of this ‘Agreement and thereafter unti full snd complete payment is made of all HSP Direc: bills and che bills of thicd party direct mall vendors used under this Agrasinart. fi, leis agreed further that the iss company employed by Client for database ‘management and related services under this Agreetnent shal own a copy Prafessisnal Fund-Raising Counsel Agreement By and [ewes ASP Digest, LLC and Citizens Uniced Pege s of any lists} that are creased under ths Agreement and managed by the ist company, Said ownership of a copy of the lscs) shall be ‘compensarian for services rendered By thelist company. The ist company’s ownership of une Ists) shal vese upon termination of this Agreement. in partial ii, The fis te be evined by the lst company upon vesting shall be determined by taking al Chant lists managed by the ist company ~ following termination and all debt payment as established in Vill fd) and deleting all names belonging to pre-existing ists provided by the Client to the malig program, List Security: Any list{s} created undar this Agroernent shall be held in a secure manner by HSP Direct during the term of this Agrocment and for any period thereafter that HSP Dirac: holt a sacurity interesc in the lists). Upon payment (ofall oucstanding bils due HSP Direct and any direct mail vendors used under this Agreement, but not prior sherato, HSP Direct shall release the lists) Created uncier this Agreoment to Client ar Client's designated agent. Lise Usage: Except as provided in paragragh V.b. of this Agreement, any rentals, exchanges or other uses of uny list[s) created under this Agrewnient shall be €o the benefit of the Client during the term of his Agreement. However, during the term of this Agreeirent and for so lang thereaer chat HSP Direct holds security interest in any such sis}. the Client shall noc rent, exchange. donate, sell or otherwise provide any list{s) crented under this Agreement te any third party for any reason tiring che term of this Agreement without the prior ‘written approval of HSP Direct, Property and Materials: Upon termination of this Agreement, any direct mal copy or materials created or provide by HSP Direct shall be the sole and ‘exclusive property of HSP Direct, The Cliene shall have no right to use said copy or material, % Conversion of List Exchange to Rental. Lise Owner's Oprion: Whenever tne Cliane receives names and addresses 20 mail on an exchange bass, zhe entity that ovis che list used by the Client. 0° ies agent, has che right co convert che exchange to a list rantal at fity percent (5 ‘of thelist rental price a: the time of the exchange. HSP Direct's Option: i, an the date notice of termination is given. sums are due and owing HSP Direct, ar any third party direce mall vendors used under this Agreement. HSP Diract or ios agent shall have tae unrestricted right to convert any names owed co the Client on an exchange basis to ist rental atfty percent (80%) ofthe lise rental price atthe te of che exchange. Suns generated irom sionsl Fund-Raising Ci se! Agpeement By and Pienween ESP Direel, Li.C und Cirizeus Unites Page 6 xi. such conversions, ess commissions, shal be applied to che bill of HSP Direct and the direct rail venders. Other Terms and Conditions. tent of Professional Services: At no cime will HSP Direct, its employees or agents solcic contributions on beralf of the Client, With respect to the solicistion of contributions, the services of HSP Direct wil be limited to consuitations, advise, and drafting of direct mall copy. CCliene's Duties: Client will have exclusive control aver and apnrove the target audience of each inailing or other cormunicacion, including the selection of sry ‘ailing lists, juriscltions into which any mailings are sent. Client shall also have ‘exclusive control over the content of and volume af each direc: mail package or other communication made unser this Agreement. Prior to production, Client well review and approve all direct mall copy, artwork and other macerialscreared under this Agreement. Wort in Progress: On ‘mailing sts have been scheduled andior purchase rs issued for 3 mailing thac has Deen approved by the Cllens, the Client may Pot cancel or suspend! such maling(s) except by murtial consent of the partes, Controlling Law, Place of Performance & Forum Selection: This agreement is entered into in die Commonwealth of Virginia and shall be governed, construsd and performed in accordance with the laws of the Commonwealth of Virginia. It ' the expectation of the parties hereto that al services performed by HSP Direct under this agreement shall be performed exclusively within the Commonwealth of Virginia, ‘The parties hersto agree that any and all legal pracessings concerning this, ‘Agreement, including, hut not limited to, its incerpresation, construction and performance snall be befare a court ef competent jurisdiction in Farts County, Virginia, and thae such court shall have jurisdiction and venue over each party hereto, Walver: The failure of any party to this Agreement ro objec: or take affirmative action wth respect to any conduct ay any other party that isin violation of the terms of this Agreement shall not be construed as a waiver thercof. or ef any future breach or subsequent wrengful conduct Mosificvion: This writing contains the entire Agreement benween the parties. No representations were made or relied upon by ether party, otier *han those ‘thacaare expressly set forth. No agent, employee er ather representative of either party is empowered to alter any of the terms hereof, unless dene in \writing and signed ty an executive officer of each party Jrotessional Fund-Raising Counse) Agreement By P Direet, LL nd Betoseem 5 Unite age 7 Cairns: The Client speciticaly agrees ro hold HSP Direct, is agents, their lms of third partis of any nature whatsoover arising out of materials, including, but rot limited to, copy o direct mail fund-raising projects letters and oripackages reviewed and approved by the Client. In the event any payment due HSP Direct andior direct mull fund-raising vendars is not made in accordance with the terms cof this Agreement and the obigation(s)'s referred to an attarney for collection, she Client agrees to pay all costs of collection, including ¢ ressomable attorney's fee of cwenty percent of the sum due. officers, directors and empiayees harmless from ity and all Cerrifcation: The Client does hereby certify to HSP Direct thar there is ne agreement(s) with othe fund-raising counsel ar with a direct mail fund-raiser oF list broker currently in existence as of the effective date of this Agreement that ‘confices with che torms liereof. ‘The Client further agrees not to enter into any subsequent agreement(s) thas conflicts with the terms of this Agreement. Notices: All notices pertaining o the Agrecmene shall bein writing and shall be ‘ransmitted either by personal hand delivery, chrough the falities of tue United ‘States Postal Services or by facsimile transmission. The addrosses set for: above for the respective parsies shall be the places where notices shall be unless weitren notice of a change of address is gen Execution: This Agreemont may be signed in one oF more counterparts, each of which shall be deere to be an original and all of which together shall consti. fone and the same document, Facsimile documents and signatures shall be deemed original documents and signatures, ‘The undersigned, by their signatures, do personally warrant, aflrm and represent that chey are authorized to execute and bind the pa HSP DIRECT, LLC lice Save By Matthew Schank, Presicent Professional Furd-Re SP Direct, LLC ane Citizens United CITIZENS UNITED UA? ising Course. Agreemsnt By and Between [refer Page 8