The Observer (Kampala)

13 August 2014

Uganda: Consulting Services Agreement Between Government and Mercury LLC

Government of Uganda ("Client") hereby enters into this consulting services agreement effective as of July 19, 2014 to retain Mercury Public Affairs LLC, a New York limited liability company having a business address at 250 Greenwich Street, 36th Floor, 7 World Trade Center, New York, NY 10007 ("Consultant") as an independent contractor to perform the services described herein.

The Services

Client and Consultant agree that Client hereby retains consultant to render consulting services to the Client as specified in Schedule 1 attached hereto. In addition, subject to any limitations set forth on Schedule 1, Consultant should provide such other reasonable consulting services as the parties shall mutually agree to in writing.

Term

The Term of this Agreement shall begin on the effective date and will continue in effect until July 18, 2015 (the "Term"). The Term of this Agreement shall continue on a month to month thereafter, unless terminated by either party on thirty (30) days prior written notice to the other party.

Client contact

Client shall designate to Consultant, from time to time in writing, the primary contact for reporting and billing purposes. Consultant shall keep the primary contact for reporting purposes regularly informed as to the status of the performance of the services in accordance with this Agreement.

Non-Compete

Each party acknowledges that the other party's employees are a valuable asset of such party. Accordingly, each party agrees that during the term of this Agreement and for one (1) year thereafter, such party shall not, directly or indirectly, knowingly recruit or solicit or employ, engage as a consultant, or otherwise retain, any of the other party's employees who are involved in the performance of this Agreement.

Each party agrees that the other party's remedy at law for a breach of the provisions of this paragraph shall be inadequate and therefore the non-breaching party shall be entitled to relief for such breach. Without proof of irreparable injury and without posting bond, in addition to any other right or remedy It might have.

Non-Exclusive/Performance

Client hereby acknowledges and agrees that Consultant shall during the Term and thereafter be entitled to perform and render services or conduct operations of a nature similar or dissimilar to services or operations performed for Client under this Agreement on behalf of itself or other entities in the same or similar business as Client and nothing contained herein shall preclude Consultant from doing so.

Notwithstanding anything contained in this Section to the contrary, Consultant represents and warrants that throughout the Term it will devote such personnel and resources in the performance of the Services as it deems reasonably necessary to perform such services hereunder diligently and conscientiously.

Indemnification

Each party shall indemnify and hold harmless the other party, its principals, employees, officers and agents (collectively, the indemnified Parties") from against any and all liabilities, losses, claims, demands, actions, judgments, costs and expenses, including but not limited to attorney's fees arising out of or resulting from any negligence, gross negligence or willful misconduct by the Indemnifying party, its employees, officers, directors and agents.

Notices

Any notice or other communication required or which may be given hereunder will be in writing and either delivered personally or mailed, by certified or registered mail, postage prepaid, or sent via facsimile or email and will be deemed given when so delivered personally or if sent via facsimile to a facsimile number designated below with receipt thereof confirmed electronically or If mailed, 72 hours after the time of mailing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of New York applicable to agreements negotiated, executed and performed entirely within the State of New York, without regard to its conflict of laws rules.

Dispute resolution

All disputes arising out of or In connection with this agreement shall be adjudicated in a court of competent jurisdiction located in New York County, New York.

Client hereby irrevocably consents to and submits to the personal jurisdiction of such courts and waives any defense in the nature of forum non conveniens or like claim related thereto. Without limiting the foregoing, each party acknowledges that it is hereby waiving the right to have any such dispute resolved by jury trial.

The prevailing party in any legal proceeding in connection with this Agreement shall have the right to require the non-prevailing party for the entire amount of the legal fees and related expenses which the prevailing party shall have incurred in connection with the commencement, prosecution or defence of such proceeding.

Services to be offered by Mercury

Mercury will provide consulting and communications services to promote trade and investment opportunities in Uganda while developing special initiatives such as "Ugandan Enterprise Empowerment Initiative".

The overall objective of the work is to promote Uganda as a destination for expanded trade, attract foreign investors, strengthen the capacity of Ugandan enterprises to participate in investor supply chains to generate jobs and expand incomes.

Services shall include the following;

Manage media relations and monitor all media globally, with emphasis on USA. This include print, digital for coverage on the President and the Republic of Uganda.

For ease of reference, the Consultant will categorize the stories/publications/documentaries/ audio or video recordings according to; i) media channel (Print/Newspaper, Radio, TV, and Web)'ii) Region/ Area iii), item area e.g Human rights, Culture, Health, good governance etc.

For each story, capture and record the title, media source (radio, TV, internet), thematic area, Author (person reporting the story), organisation being quoted, date of the story, name of the specific media and any other fields that shall be deemed necessary for our database.

Disseminate information about Uganda using all available media avenues, documents and report these publications and stories to the Press Unit of the president's office, office of the Press Secretary to ensure regular and updated briefings to the Presidency. Where possible some of these reports will be circulated widely in the local media using the State House Portal.

Expected outcomes

For the duration of the contract, the consultant will undertake to carry out media monitoring (reports on the president and government of Uganda) and a weekly/monthly report to be sent through email to designated State House staff.

For the duration of the contract, a summary of weekly/ monthly reports of the items making news should be sent to the designated State House Press Unit team. In addition, the consultant will provide an overall global media report showing the ranking of the presidency and the government by different media channels.

Payment terms

For consulting services identified in Schedule one, Client will compensate Mercury Public Affairs LLC $50,000 per month to be paid on a quarterly basis. The initial quarterly payment of $150000 is due upfront upon the execution of this contract.

Payment shall be made by wire transfer to the account detailed in this agreement. Polling expenditures and any media/advertising expenditures including both production and placement will be billed in addition to the monthly retainer and will only be made with the approval of the Client.

Additional miscellaneous expenses such as travel will be billed in addition to the retainer and expenditures would only be made with the approval of the Client.

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