wsb Date: 07.19.

19 I Contract#: K4270

Client Contract

SPEAKER: James Corney

FEES: $54,000.00 USD
EXPENSES: Client is not responsible for additional expenses. All expenses are included in the
above fee. Client will arrange and provide transportation to and from the Las Vegas
airport and hotel and to and from the las Vegas Hotel and Engagement and related
programs.
CLIENT: The Board of Regents of the Nevada System of Higher Education, on behalf of the
University Of Nevada las Vegas, William S. Boyd School of Law
Contact:
Nakia Jackson-Hale, Executive Director of Alumni Relations and Special Events
Box 451003
4505 S. Maryland Parkway
las Vegas, NV 89154-1003
P: 702.895.2489 E: nakia.jackson-hale@unlv.edu
EVENT NAME: UNLV Boyd School of Law Speaker Series
APPEARANCE DATE: Tuesday, September 24, 2019
LOCATION: Las Vegas, NV, UNLV Student Union 4505 S. Maryland Pkwy, 89154
SPEECH TITLE/TOPIC: The Ethical Leader
TIMETABLE: James Corney will participate in the following event on Tuesday, September 24,
2019:

3:15 pm - 4:00 pm Informal Meet and Greet with a small group of community
members (10-12 members) with candid photos taken.

4:00 pm - 5:30 pm Program begins, introduction and James Corney's remarks

(30 min) followed by Q&A (30 min).

5:30 pm - 6:30 pm Book signing and reception (up to 300 people). University
book store to sell books on campus.

7:00 pm - 9:00pm Dinner offsite with invited guests (up to 20 VIPs).

9:00 pm James Corney is free to depart.

PLEASE NOTE: As a public institution, the Client is subject to the Nevada Public
Records Act ("Act") The Client must respond to an Act request by releasing any
contractual document issued to, through or on behalf of the Client. As a result,
while it is unlikely to occur, the Client may not be able to comply with certain
confidentiality obligations and WSB may not learn of the disclosure until after it has
occurred. WSB agrees to notify the Speaker in the event it learns of any such
disclosure by the Client.

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NOTE: NO CHANGES ARE PERMITTED TO THE TIMETABLE UNLESS REQUESTED IN

WRITING IN ADVANCE OF THE EVENT AND APPROVED BY THE SPEAKER

CONTRACT REQUIREMENTS
ADDmONAL REQUIREMENTS: IMPORTANT NOTE: THE SPEAKER'S PARTICIPATION IN THIS EVENT MAY NOT BE
PUBLICIZED UNTIL YOU RECEIVE A FULLY EXECUTED COPY OF THIS CONTRACT FROM
WSB AND THE DEPOSIT HAS BEEN RECEIVED.

All advertisements and publicity (including social media) shall be submitted in

English whether for print, broadcast, on-line or otherwise, shall be subject to the
immediate review and written approval by the Washington Speakers Bureau. Client
to send detailed background information about this event to the Washington
Speakers Bureau.

Customer is responsible for providing any needed security and determining security
needs.
MEDIA: Local media may attend this event and record the first three minutes of remarks for
b-roll only (video/no audio). No other recordings by the media are permitted.
RECORDING INSTRUCTIONS: This event will be recorded for archival (institutional history) and educational
purposes. It will be posted on the university's password protected internal portal
and can be accessed by UNLV Law School students, faculty, and partners. Video to
be submitted and approved by WSB and Speaker.
TECHNICAL REQUIREMENTS: Client to provide a lavaliere microphone and a countdown clock which should be
placed just in front of the stage or on the back wall where it is visible to Mr. Corney.

BACKGROUND
ABOIJTTHE ORGANIZATION: At the William S. Boyd School of Law we are educating ethical and effective lawyers
and leaders. We are a young Jaw school and we had the privilege of building this
school from the ground up: imagining the ideal, modeling best practices, creating an
outstanding curriculum, and assembling our fine faculty. We've worked hard to
ensure that the ideal we first envisioned has become a reality. Our students are
exposed to real-world challenges, professional interactions, and public clinics from
the very beginning, and community service is an integral part of their education and
experience.
Our center for alternative dispute resolution now ranks among the nation's top.
This is also true for our clinical and legal writing programs. But our proudest
achievements are those of our students, who win top awards in competitions,
secure judicial clerkships, land jobs at prestigious law firms, and enter the
workforce prepared to serve their clients and communities.
Like the greater community of Las Vegas, our success is born from daring vision,
hard work, and rapid innovation. We have achieved much in a short time, and
foresee endless opportunities for the future.

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Mission
The mission of the Boyd School of law is to serve the State of Nevada and the
national and international legal and academic communities by developing and
maintaining an innovative and excellent educational program that will train ethical
and effective lawyers and leaders for Nevada and for the legal profession; to stress
community service, professionalism and the roles, responsibilities, skills, and values
of lawyers; to produce excellent scholarship for the benefit of the State, the
profession, and the academy; to involve students and faculty in community service
projects in ways that will benefit our State; and to provide leadership for Nevada on
important issues of publlc policy, dispute resolution, the Jaw and legal practice. In
seeking to fulfill this mission, the Boyd School of Law aspired to become a model
community, one in which the people of the law school will deal with one another
professionally, respectfully, and with a view to maximizing the potential of each
participant in this exciting educational enterprise.
WEBSITE: http://www.unlv.edu & https:lllaw.unlv.edu/
ABOUT THE EVENT: The law school hosts a robust speaker series designed to encourage thoughtful
dialogue and provide faculty, students, and partners with the opportunity to meet
nationally and internationally recognized experts in all fields and areas.

The law & leadership Program, which is a new program that the law school is
launching this fall. Mr. Corney would be providing the keynote address to help
launch this new initiative.

Earlier this year, we were honored to welcome Governor Brian Sandoval as a

Distinguished Fellow in Law & leadership. Together, Governor Sandoval and the law
school have created a new program to both study leadership and to train future
leaders. The Law & leadership Program serves three functions: (i) to prepare future
lawyers to take leadership positions in government and public service; (ii) to bring
together national and state leaders and scholars to discuss leadership theory and
application; and (iii) to further the academic study of leadership and the role and
ethics of lawyers in leadership positions.
AUDIENCE PROFILE: Approximately 300 UNLV faculty, students, and partners
VENUE: UNLV Student Union
4505 S. Maryland Pkwy.
Las Vegas, NV 89154
HOTEL: The Bellagio Hotel
3600 S Las Vegas Boulevard
Las Vegas, NV 89109
phone: 702.693.7111
SPEAKER'S ATTIRE: Business
AUDIENCE'S ATTIRE: Business Casual
PREVIOUS SPEAKERS: Theodore Olson, Preet Bharara, Deborah lipstadt, Senator Chris Murphy,
Representative Jane Harman, Don McGahn

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 wsb Date: 07.19.19 I Contract#: K4270

SPONSORS: Potential event sponsors are

All event sponsors MUST be approved, IN ADVANCE, by the speaker and

Washington Speakers Bureau.

CONTACT INFORMATION
PRE-EVENT CONTACT: Nakia Jackson-Hale
P: 702.895.2489 I C: I E: nakia.jackson-hale@unlv.edu
ONSITE CONTACT: Nakia Jackson-Hale
P: 702.895.2489 I C: I E: nakia.jackson-hale@unlv.edu

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wsb Dale: 07.19.19 I Contract#: K4270

PAYMENT
Return sl1ned contract due by July 20, 2019.
$27,000.QQ will be due 2l Days from the date the contract Is e,cecuted by WSB.
$27.000.00 wlll be due on Septe:mber 10. 2019
Make Checks payable to: Washington Speakers Bureau )

Accepted by the Washington Speakers Bureau: The Board of RegenU of tha Nevada
System of Higher Education, on behalf of
the University Of Nevada Las Vegas,

;l
wnna �aijvt: m

7/25/19 u/i 1
Monica Abangan, Senior Vice President Date Siana re Date
Email: MonlcaA@wsb.com Danlel Hamilton
Office Phone: 703.879.9331
Print name
Cell Phone:
Dean, WIiiiam S. Boyd School of Law
Title

¼--z__..- t/4vt;�
Signature Date
Sharrie Mayden, C.P,M
Print name
Executive Director of Purc:hasin1 and
Contracts
Title

By slgnln1 this document, you agree to the terms and conditions referenced below:

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confirmed Speaker's availability to perform the Engagement for Client and shall handle all payments from Client
related to same. The Parties are independent contractors with respect to this Agreement. Nothing herein shall
constitute a partnership, joint venture or employer/employee relationship between them, and neither Party is the
agent of the other. Neither Party shall hold itself out contrary to the terms of this paragraph and neither Party shall
become liable for any representation, act or omission of the other contrary to the provisions hereof.

i. SPEAKER. The Speaker is not a party to this Agreement. However, WSB, as a duly authorized agent or representative of
Speaker, the WSB signatory for Speaker warrants that they have full and current legal authority to bind Speaker to the Fee
amount for the Lecture, related events, and basic deal points set forth in the Contract. WSB will provide Speaker with
Client's supplemental agreement for the Speaker to sign which includes certain warranties and an indemnity to be made
by Speaker directly that WSB cannot make on Speaker's behalf ("Speaker's Agreement"). The Parties acknowledge that
the Speaker is an independent contractor and is not the employee, partner, joint venturer or agent of either the Client or
WSB. As an independent contractor, the Speaker shall have the exclusive control over the means, method and details of
fulfilling the services outlined in this contract. Although WSB and the Speaker have a contractual relationship, neither WSB
nor the Speaker is responsible for any act or omission on the part of the other.

J. NON-ASSIGNABILITY. It is agreed that this Agreement is a personal service contract and that the terms of this Agreement
are not assignable in whole or in part by either Party without the prior written approval of the other Party.

._ TAXES AND FEES. It is understood that the Speaker, as an independent contractor, shall assume all responsibility for
payment of his/her federal income tax, social security and Medicare tax, state income tax, public liability and workers'
compensation insurance. It is understood that the Client maybe required by law to withhold state and local income
taxes in certain U.S. jurisdictions and to withhold foreign income taxes in certain foreign countries. These taxes will be
withheld only as required from the fees due the Speaker and remitted directly to the jurisdiction by the Client on the
Speaker's behalf. An itemized statement shall be provided in a timely manner to WSB that shall include the exact
amount of any and all taxes withheld, the date of payment and the entity to which payment was made. In the event
that there are any sales taxes, admission taxes, user fees or other charges, taxes or fees of any kind levied by the
jurisdiction where the Engagement is to take place for any tickets or admission, the Client shall be wholly responsible
for any and all such taxes and expenses in addition to any other payment due under the terms of this Agreement.

s.. PAYMENT TERMS. The Client shall strictly comply with the payment terms as set out in this Agreement. The timing of
payments is of the essence. In the event that any payment is not received within 30 days following the later of (a) the
date the invoice is received or (b) the date of the invoice, such non·payment constitutes material breach of this
Agreement by the Client. The acceptance by WSB of any payment after the due date shall not be construed to be a
waiver. The party receiving payment for Speaker must register in Client's Supplier Registration in order to get paid·
https://suppliers.nevada.edu/.

a EXPENSES AND TRANSPORTATION Except as set forth in the Agreement regarding transportation, Speaker is
responsible for all out of pocket expenses.
1. BREACHES.

• In the event that the Client fails to provide any of the items promised herein, fails to make timely payments as
provided herein, fails to proceed with the Engagement, and/or breaches any of the other conditions set forth in this
Agreement, then WSB shall notify the Speaker that he/she shall have no obligation to perform the Engagement
described herein and WSB may immediately enforce any and all remedies available to it under the law.

b.In the event that any material breach or cancellation of this contract by Client occurs at any time prior to sixty (60)
days before the scheduled event for any reason other than Speaker's/WSB's cancellation or a force majeure event,
 , 50% of the total fee shall be due and payable within 30 days of the cancellation notice to WSB. In this event, WSB, upon
receipt of the payment, shall pay the Speaker the amount received, minus the full amount of the commission, which
shall be accepted by the Speaker in full satisfaction of the Speaker's rights under the Agreement.

•. In the event that any material breach or cancellation of this Agreement occurs within a period of sixty (60) days or less
before the Engagement for any reason other than Speaker's/WSB's cancellation or a force majeure event,
b. , the entire fee shall be due and payable within 30 days of the cancellation notice to WSB.

c. For purposes of clarity, (i) a delay in payment, and the failure to cure such untimely payment within five (S) business
days of receipt of notice thereof, provided such payment shall in no event be received by WSB within thirty (30)
business days before the scheduled date of the Engagement, (ii) a significant change to the Venue, (iii) cancellation
or {iv) a breach of the intellectual property or right of publicity terms under this Agreement shall be considered a
material breach of this Agreement.

a. CANCELLATION BY THE SPEAKER. In the event of cancellation of this Agreement at any time by the Speaker due to
illness or an unforeseen emergency or overriding obligation or professional responsibility, WSB will have no liability
for expenses or losses incurred by the Client. WSB will make reasonable effort to provide a comparable Speaker that
is acceptable to the Client. In the event that the Speaker cancels the Engagement and if WSB cannot provide a substitute
speaker that is acceptable to the Client, then WSB shall promptly refund to the Client any payments received. For this
Engagement only, in the event of cancellation by Speaker or WSB without cause and WSB is not able to provide Client
with a suitable replacement speaker, to the extent that Client as of the time of cancellation has incurred non­
recoverable out of pocket expenses necessitated by either a change of date or cancellation after promotion of the
Engagement/Speaking Event, WSB shall provide Client with a Credit against the fee for a future engagement by Client
based on the amount of such expenses {not to exceed $2,500), and WSB shall promptly refund any prepaid or advance
Speaker Fees, if any. All such out of pocket expenses shall be reasonanbly determined by Client and will be presented
to WSB with substantiation and documentation reasonably satisfactory to WSB within 30 days following the date of
the Engagement/Speaking Event. Any credit issued pursuant to this provision shall expire if not utilized by Client on a
future engagement occurring within twelve {12) months of the scheduled date of the Engagement/Speaking Event
hereunder. For clarification, a cancellation of this Agreement due to Speaker's illness or an unforeseen emergency or
overriding obligation or professional responsibility, or due to a Force Majeure event, shall not be treated as a
cancellation without cause for purposes of this credit provision.

1. THE ENGAGEMENT. The Client shall provide a well-heated (or cooled as the case may be), well-lit, safe and
appropriate place (the "Venue") for the Engagement. All equipment and facilities shall be in good working condition
together with the necessary stage, accessories and properties including without limitation, microphones and
amplification system. The Client shall ensure that the audience shall be no more in number than the legal number
permitted at the Venue. No additional appearances or activities shall be planned by the Client or sponsor nor
expected of the Speaker unless expressly contained as part of the terms of this Agreement, except as explicitly set
forth in the Agreement. The fee listed is understood to be for the Engagement and in certain cases associated
expenses (i.e., the speech or other performance) only; any additional activities must be negotiated independently
with WSB and set forth in writing. Any material change in the nature of the Engagement including without limitation,
the Venue, the approximate size of the audience, the purpose, the sponsor, or the other speakers on the agenda, shall
constitute a breach of this Agreement without the prior written (email acceptable) approval of WSB. In the event that
the Speaker has any specific requirements, including without limitation, the need for any special equipment, any such
requirements shall be provided in writing and shall be attached to this Agreement as an Addendum.

FURTHER ASSURANCES. In the event that WSB, after entering this Agreement, receives or discovers information which
raises concern about the Client's ability to perform all of the terms and conditions of this Agreement, including timely
payment, or concern that the program as planned by the Client may not be acceptable or in keeping with the Speaker's
public image or personal beliefs, then WSB may request certain assurances from the Client
10. DEFAULT AND REMEDIES., If the Client breaches any of its material obligations hereunder (excluding cancellation
which is subject to Section 7(c) above) and including without limitation, the payment terms, the full amount of the fee
shall become due and payable by the Client within 30 days receipt of a notice of breach from WSB if not cured within
the earlier of 5 business days of the occurrence of the breach, or 30 business days before the Engagement. If the
Client fails to pay any sums due within five (5) days from the date such sums are due and owing {all payments are net

-, - �
 30 days of Client's receipt of the accurate invoice), the balance will accrue interest at the rate not to exceed 5% per
annum.

11. APPLICABLE LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada
applicable to contracts entered into and to be performed entirely therein without regard to any choice of law or conflict of
law provisions. Subject to Section 12 (Dispute Resolution), any and all disputes arising out of or in connection with this
Agreement shall be litigated in a court of competent jurisdiction in Clark County, State of Nevada, and Speaker expressly
consents to the jurisdiction of said court.

12. DISPUTE RESOLUTION. In the event of a dispute arising from or relating to this Agreement, each Party shall appoint a

senior management representative to negotiate a resolution in person or via conference call. If such efforts are not
successful within ninety (90) days or as otherwise agreed by the Parties, the Parties shall take any appropriate legal
action.

,1 RECORDING PROHIBITED. It is agreed that the Engagement, including without limitation the Speaker's address,
may not be recorded by any means, including without limitation, on audio tape, video tape or film, nor may it be
broadcast or streamed on the Internet or via live streaming applications including but not limited to Periscope or
Meerkat, in whole or in part, without the prior written permission of WSB, or as otherwise set forth in the
Agreement.

,•. CONFIDENTIALITY. The Parties agree that the terms of this Agreement, including its compensation terms,
("Confidential Information") are confidential and should be held in confidence by each Party. The Parties shall not
publicly disclose any Confidential Information and acknowledge that any breach, negligent or intentional, of this
confidentiality shall be deemed a material breach of this Agreement for which the breaching Party will be held liable,
except as required by law. Notwithstanding the foregoing, this Agreement is subject to the provisions of the State of
Nevada Public Records Act, Nev. Rev. Stat. 239.010 (the "Act"), such that the Agreement, and other information and
related documents may be open to public inspection and copying and may be disclosed without notification to
Speaker or WSB in response to a Nevada Public Records request.
111. FORCE MAJ EURE. Notwithstanding any other provision of this Agreement, in the event that the performance of any

obligation under this Agreement by either Party is prevented due to acts of God, exchange controls, export or import
controls, or any other government restriction, wars, hostilities, blockades, civil disturbances, revolutions, strikes,
terrorist attacks, lockouts, or any other cause beyond the reasonable control of a Party, such Party shall not be
responsible to the other Parties for failure of delay in performance of its obligations under this Agreement. Each Party
shall promptly notify the other Parties of such force majeure condition. The terms of this Clause shall not exempt, but
merely suspend, any Party from its duty to perform the obligations under this Agreement until as soon as practicable
after a force majeure condition ceases to exist.

,t.. LIMITATION OF LIABILITY. In no event shall either party be liable to the other for indirect, incidental, consequential,

special, or exemplary damages such as, but not limited to, loss of revenue or anticipated profits or lost business,
incurred by a party whether in an action in contract or tort even if the other party has been advised of the possibility
of such damages, except for the payment obligations of client under this Agreement, and the indemnification
obligations of the parties, and any damages arising from one party's misappropriation of the other's intellectual
property or confidential information.

u INDEMNITY.

a. To the extent limited by applicable law (including in the case of Client, NRS Chapter 41), each Party shall each
indemnify, release, defend and hold harmless the other Party, its directors, officers, regents, agents, and employees
from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses,
including without limitation, reasonable attorneys' fees and costs, arising out of a third Party claim, action, or
proceeding, based directly or indirectly on any breach of its warranties contained herein or arising from or relating to
its performance under this Agreement. Client hereby asserts and shall be entitled to claim sovereign immunity and
be entitled to all applicable liability limits and statutory protections, including, but not limited to those set forth in
NRS Chapter 41.
 b. The Party claiming indemnification under this Section shall promptly notify the other Party when it has knowledge of
circumstances or the occurrence of any events which are likely to result in an indemnification obligation under this
section or when any action, suit, arbitration, or judicial or administrative proceeding covered by this section is
pending or threatened.

c. Except for willful misconduct or gross negligence or each party's indemnity obligation, neither Party shall be liable to
the other for punitive, exemplary, special, indirect, or consequential damages including, without limitation, lost
profits, each Party's aggregate liability being limited to the other Party's direct damages.

c1. In the event of a claim from a third party , either Party may, at their own expense, assist in the defense if each so
chooses, provided that: (i) the ultimate Party against whom the claim is asserted shall control such defense and all
negotiations relative to the settlement of any such claim; and (ii) any settlement intended to bind the claimant Party
shall not be final without the claimant Party's written consent.

•. The claimant Party shall be required to provide reasonable cooperation to the indemnifying Party in the defense of
any claim hereunder.

11. SEPARABILITY. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining

provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be
deemed modified to the least degree necessary to remedy such invalidity.

19. DUE AUTHORIZATION. Each of the Parties represents and warrants that the execution, delivery and

performance of this Agreement have been duly authorized by all necessary corporate action on its behalf, this
Agreement has been duly executed by it, and this Agreement constitutes its valid and binding obligation.

20. INTERPRETATION. This Agreement has been entered into after review and negotiation of its terms by the Parties
hereto, who have both had the opportunity to be represented by counsel. The Agreement shall be fairly interpreted
in accordance with its terms and without any strict construction in favor of or against either Party. No ambiguity or
omission shall be construed or resolved against either Party on grounds that this Agreement or any provision
thereof was drafted or proposed by such Party.

21. HEADINGS. The Section headings provided herein are for convenience only and shall have no force or effect upon the
construction or interpretation of any provision hereof.
. .
22. SURVIVAL. The following sections of this Agreement (including their respective subparts) shall continue in full force and
effect notwithstanding any termination or expiration hereof: Sections 3, 4, 11, 12, 13, 15, 17, 18, 19, 20, 21, 22 and 24.

21 ENTIRE AGREEMENT. This Agreement may be executed in one or more counterparts each of which will be deemed
an original but all of which when taken together will constitute one and the same instrument. This Agreement sets forth
the entire understanding between the Parties; it shall become effective when a fully executed original is received by
WSB. This Agreement may not be altered, changed, modified or waived in whole or part except by another agreement
in writing signed by both Parties. An executed facsimile copy, email, or photocopy of this Agreement shall be deemed an
original.

2,. Warranties:

Both Parties agree to comply with all applicable local, state, and federal codes, statutes, ordinances, and regulations in
performance of this Contract.

Both Parties agree that in the performance of this Contract, they will not discriminate unlawfully against any person on
the basis of race, sex, sexual orientation, color, creed, ethnicity, religion, age, marital status, pregnancy, gender, gender
identity, gender expression, genetic information, veteran's status, national origin, physical or mental disability, or any
other factor protected by anti-discrimination laws.
25. All notices to either party hereunder shall be sent certified mail (return receipt requested), a nationally recognized
overnight courier with tracking ability, or by email to the following:

Client- Executive Director of Purchasing and Contracts

University of Nevada, Las Vegas
4505 5. Maryland Parkway
Las Vegas, NV 89154-1033
purchasingunlv@unlv.edu

WSB- Monica Abangan, Sr. VP

1663 Prince St.

Alexandria, VA 22314
MonicaA@wsb.com
Email:________

This Agreement is subject to the terms and conditions set forth on all previous pages of this Agreement. The
representative of the Client in signing this Agreement warrants that she or he signs as a duly authorized representative of
the Client.