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Judicial Watch • JW v State Hillary ethics compliance 00772 July 27 Pg 101-106

JW v State Hillary ethics compliance 00772 July 27 Pg 101-106

JW v State Hillary ethics compliance 00772 July 27 Pg 101-106

Page 1: JW v State Hillary ethics compliance 00772 July 27 Pg 101-106

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Number of Pages:6

Date Created:October 6, 2015

Date Uploaded to the Library:October 06, 2015

Tags:consultant, Consultants, Universitys, Laureate, Confidential, consulting, Compliance, provide, 00772, agreement, Ethics, PARTY, education, legal, hillary, Services, unclassified, president, clinton, department, university


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UNCLASSIFIED U.S. Department Staieta~~k:lai-~fb~;-Qa.40i1Fdi)(>c No. C05465296 Date: 07114/2015
PHJWDRAFT
3/31/2010
LAUREATE EDUCATION, INC.
650 Exeter Street
Baltimore, Maryland 21202-4382
RELEASE PART
84,86
[May 2010)
WJC, LLC
Re:
Consulting Services behalf Laureate Education, Inc. (the University), pleased offer engage
you independent consultant (in such capacity, Consultant), accordance with the terms
and conditions this letter agreement (this Agreement). The terms the offer are follows:
Consulting Services.
sexvices
Consultant will advise the University and provide consulting
(and William Clinton, the
owner Consultant, will serve Honorary Chancellor the University
I(collectively, the Services).
Under circwnstances shall Consultant engage any sub-contractors without the prior written
approval University. The Consultant will not enter into agreement provide services
similar the Services for fee behalf another educational institution without the
Universitys prior written consent. The Services will provided and when the University
may reasonably require and Consultant shall reasonably available consult with the
University and perform the Services, requested, during normal working hours Monday
through Friday.
Fee.
Each annual fee shall payable advance four (4) equal quarterly
installments, each [May 1st, August 1st, November 1st and February 1st] (the Fee).
---=-~--~~~--.,----
(the Term).
Term.
~~~~~~~------~~~~~---
Termination. Consultant may terminate this Agreement any time; provided that
Consultant agrees use Consultants best efforts provide the University with minimum days prior notice termination. The University may terminate this Agreement upon written
notice Consultant with without cause; provided that the University agrees use the
Universitys best efforts provide the Consultant with minimum days prior notice
termination. Consultant terminates this Agreement the University terminates this
Agreement for cause, the University shall pay Consultant any amounts earned for Services
performed before the date such termination full satisfaction all claims Consultant
may have against University under this Agreement. the University terminates Consultant
without cause, the University shall pay Consultant the Fee for the remainder the Term. For
purposes this Agreement cause shall mean: (a) Consultants conviction, pleading guilty contest with respect felony; (b) engagement misconduct that materially detrimental
[REVIEW AUTHORITY:
Frank Tumminia, Senior Reviewed
LEGAL_US_E 87447619.4
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015
UNCLASSIFIED U.S. Department St~a ~f)LQ icFar~ib~~~-4;Q1F No. C05465296 Date: 07/14/2015 the Universitys reputation business; (c) Consultants material breach this Agreement
including material breach the obligations confidentiality set forth this Agreement, each
case, determined final, non-appealable judicial decision.
Expenses. The University shall promptly reimburse Consultant for all reasonable out-ofpocket third-party business and travel expenses incurred Consultant performing the
Services.
Independent Contractor Relationship. Consultant shall all times acting and
performing independent contractor University and nothing contained herein shall cause
the relationship between the parties this Agreement (or their respective employees, agents,
principals, applicable) that employer and employee. Consultant shall not have the
right authority obligate bind University any contract, obligation, responsibility
undertaking whatsoever, and Consultant shall make representation warranty, either oral
written, express implied, that effect.
Taxes. The University shall not make any deduction with respect Consultant
Consultants agents employees for any payroll taxes, contributions for unemployment
workers compensation insurance, old age pensions, annuities other benefits which are
customarily measured wages, salaries other compensation paid employee. Consultant
understands and agrees that Consultant shall solely responsible for paying, according law,
all applicable federal, state and local income and withholding tax obligations contributions
imposed Social Security, unemployment insurance workers compensation insurance
connection with this Agreement behalf Consultant Consultants agents employees,
any.
Confidentiality. Each party hereto agrees that will not, directly indirectly, use,
disseminate, disclose any non-public, proprietary information the other party the other
partys agents, affiliates and principals (Confidential ln/ormaJion) during the Term during
the five year period thereafter, except: (i) connection with the performance their respective
duties under this Agreement; (ii) such confidential information requested required
disclosed pursuant any applicable law, regulation legal process; provided that legally
permitted, the disclosing party will promptly notify the other party writing and provide the
other party with copy such request and will provide the other party reasonable opportunity file motions object whole part producing such documents. Notwithstanding the
above, neither party shall have any obligations confidentiality with respect any portion
Confidential Information which (x) was previously known such party prior receipt from the
disclosing party, (y) now public knowledge, becomes public knowledge the future, other
than through acts omissions such party violation this section (z) lawfully
obtained such party from sources independent the disclosing party who have lawful right disclose such Confidential Information.
Indemnification. The University will indemnify, defend, and hold harmless Consultant
and Consultants agents, affiliates and principals respect any and all claims, demands,
actions, liabilities, losses, damages, injuries, and expenses (including, without limitation,
attorneys fees and defense costs) (collectively Claims) any manner related to, arising out
and/or resulting from the provision the Services and the performance Consultants duties
LEGAL_US_E 87447619.
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015
UNCLASSIFIED U.S. Department Sta1eta ~iet-~~.-Q3.4Q1=dDoc No. C05465296 Date: 07/14/2015
under this Agreement, except the extent that such Claims are primarily attributable the
Consultants gross negligence, willful misconduct fraud, each case, determined
final, non-appealable judicial decision. The Consultant shall provide prompt notice any Claim
that may give rise the Universitys indemnification obligation hereunder; provided that failure provide such notice shall not impair the Consultants rights under this paragraph. The
Consultant shall, the Universitys cost, provide reasonable assistance the University the
defense any such Claim.
10.
Governing Law. This Agreement shall governed, construed, administered and
regulated all respects under the laws the State New York, without regard the
provisions, policies principals thereof relating choice conflict laws.
LEGAL_us_E 87447619.
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015
UNCLASSIFIED U.S. rtryient Sta!:etaGas~~icrnt~U ~~4.Qi1fd:UQ No. C05465296 Date: 07/14/2015
Please let know your decision soon possible. you decide accept the
Universitys offer, please confinn your acceptance writing countersigning below and
returning the undersigned. Please not hesitate contact you would like any further
infonnation.
Sincerely,
Douglas Becker
Chairman and Chief Executive Officer
Laureate Education, Inc.
Accepted and Agreed:
WJC,LLC
By:
Name:
Title:
LEGAL_US_E 87447619.4
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015
UNCLASSIFIED U.S. Department
Staieta~l.!Uaiclat-2.GtbA :-Oi3.4mi1FdDoc
No. C05465296 Date: 07/14/2015
OFFICE
WILLIAM JEFFERSON CLINTON
MEMORANDUM
2010)
TO:
JIM TIIESSIN
Deputy Legal Advisor and Designated Agency Ethics Advisor
Department State
FROM:
DOUG BAND
COPY:
CHERYL MILLS
Counselor and Chief State
Department State
SUBJECT:
Request for Conflict oflnterest Review ofWJC Consultant Arrangements behalf President Clinton, forwarding the following infonnation regarding
educational institution with which President Clinton may enter into consultancy
arrangement for conflict interest review. have provided summary information for
you convenience. would appreciate your written response five (5) business days.
Potential Consultancies:
Consultancy 0001-2010-LJ-LJ
Entity Name:
Laureate Education, Inc.
Address:
650 Exeter Street, Baltimore, Maryland 21202-4382
Nature Entity:
For profit education institution
Nature Agreement:
Consulting services provided President Clinton through
WJC,LLC.
Description Services:
Consultine services!
President Clinton will also serve Honorary Chancellor
LEGAL_US_E 87447765.4
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015
UNCLASSIFIED U.S. Department Staisal6a5tl .NBicilii a~~84Q1=dDoc No. C05465296 Date: 07/14/2015
the educational institution!
Tenn:
~--~I terminable either party any time
upon delivery written notice.
10/16/2013
LEGAL_US_E 87447765.4
UNCLASSIFIED U.S. Department State Case No. F-2011-03401 Doc No. C05465296 Date: 07/14/2015