CONSULTING AGREEMENT

This personal services contract (“Agreement”) is between the National Democratic Institute for
International Affairs (NDI) of 455 Massachusetts Avenue, N.W., Eighth Floor, Washington, D.C., 20001,
U.S.A., and Documentary Expert 1 (Consultant). NDI retains Consultant to provide consulting services
from September 1, 2022 to December 30, 2022 (the Consulting Period), subject to the terms and conditions
contained herein.

I. General Description of Services

NDI hereby agrees to engage the services of Consultant, and Consultant hereby agrees to perform
the professional services hereinafter set forth.

A. Consultant will:

1. Write, produce and edit a script for a documentary film about the situation for women in Cuba in
consultation with NDI experts;
2. Hire and manage a team of five (5) actors to participate in the documentary film, two (2) directors
and one (1) producer to support the development of the film;
3. Provide transportation, food and stipends to actors during the filming process, and to producers
during the video production and editing process;
4. Rent and manage audio equipment and cameras to conduct the filming process;
5. Edit the audio and video of the filmed material, including color and sound correction;
6. Attend meetings with NDI staff to coordinate and discuss progress in the consultant’s scope of
work in relation to program objectives and implementation; and
7. Deliver a video draft by December 10, 2022 and a final, edited version of the film to NDI staff by
December 20, 2022 incorporating any feedback from NDI staff and experts.

B. NDI, in consideration of the services to be performed by Consultant under this agreement, will
pay Consultant the fee amount set forth in Section II.A. of this Agreement, and in accordance with the
provisions of the funding agency providing financial support for this Agreement.

C. Consultant agrees to comply with all instructions, directives or other administrative conditions,
which may be issued by NDI in furtherance of this Agreement. Consultant further agrees to abide by all
grant regulations imposed on NDI, if applicable to an assigned project, and agrees to be bound by NDI's
internal policies and procedures.

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II. Fees and Expenses

A. The basic fee for the consulting services described in this Agreement is a base rate of One Hundred
and Twenty-Five US Dollars ($125.00) per day for each day on which services are actually provided by
Consultant, not to exceed a maximum of One Hundred and Four (104) days during the Consulting Period,
effective September 1, 2022. Consultant must submit invoices to NDI in order to be paid for consulting
services already performed, but no more than twice a month. Given NDI's funding obligations, invoices
must be submitted within 30 days of completion of this Agreement. Payments for services rendered and
invoiced will be made to Consultant in accordance with standard NDI Accounts Payable procedures and
timelines.

B. NDI will pay for any travel, delivery services or other miscellaneous expenses related to this
Agreement. While on travel, NDI will pay per diem in accordance with NDI’s travel policy. NDI provides
travel accident and medical evacuation coverage for consultants traveling outside his/her country of
citizenship on behalf of the Institute. Receipts for expenses are required for any reimbursement. NDI will
not consider travel days under this Agreement as compensable, and thus, will not include travel days as part
of the maximum days stated in this Agreement’s Section II.A.

C. Consultant agrees s/he is an independent contractor and is not entitled to any fringe benefits from
NDI including without limitation annual or sick leave, domestic statutory workers’ compensation plan,
health or life insurance and pension plan. Consultant is, however, covered under NDI’s Travel and
Accident Insurance which include 24-hour worldwide travel emergency assistance services.

D. If Consultant is a US citizen or a resident alien, s/he is required to submit a completed W-9 form
(enclosed) to NDI prior to receiving payment.

III. Effective Dates, Termination and Contingencies

A. This Agreement is effective for the Consulting Period unless terminated by either party on an earlier
date. Continuing service throughout the Consulting Period is contingent on Consultant’s satisfactory level
of performance, in the sole judgment of NDI. Should Consultant’s performance be unsatisfactory NDI shall
so inform Consultant and terminate the Agreement.

B. NDI is authorized to terminate this Agreement immediately and without penalty if Consultant or its
agents engage in any of the following: trafficking in persons (as defined by US law), procurement of
commercial sex acts, engagement in any form of illegal sex trade activity, working for or supporting or
financing individuals or organizations associated with terrorist organizations, or any use of forced labor.
The Consultant warrants that he/she is not working for a terrorist organization, that he/she does not
support or finance individuals or organizations associated with terrorism or engage in transactions with,
or provide resources or support to, individuals and organizations associated with terrorism including those
individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List
maintained by the U.S. Treasury (online at: http://www.treasury.gov/resource-center/sanctions/SDN-
List/Pages/default.aspx) or the United Nations Security designation list (online at:
https://www.un.org/securitycouncil/content/un-sc-consolidated-list. U.S. Executive Orders and U.S.

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law prohibit transactions with, and the provision of resources and support to, individuals and
organizations associated with terrorism. It is the legal responsibility of the Consultant to ensure
compliance with these Executive Orders and laws. The Consultant further agrees to insert the foregoing
provisions in all lower-tier subcontracts made in connection with the services called for under this
contract.

C. This Agreement is contingent upon (1) the existence of an agreement between NDI and the funding
agency, (2) upon approval of the funding agency, if applicable, and 3) actual services provided by
Consultant. In the event that the funding agency and NDI have not entered into an agreement on or before
the effective date of this Agreement, this Agreement shall not become effective until such agreement has
gone into effect, and then, only with specific re-ratification of this Agreement by NDI at the time of the
agreement. Should such agreement with the funding agency be terminated for any reason, NDI has the right
to terminate this Agreement and pay only for actual services provided by Consultant through the termination
date. All compensation will automatically end at this time.

D. If, in the sole judgment of NDI, conditions in the country or region prevent Consultant from
effectively carrying out Consultant’s duties, NDI may terminate the Agreement by verbal or written notice
to the Consultant. At the time of such notice, Consultant’s entitlement to fees outlined in Section II.A of
this contract will cease. NDI may, at its sole discretion, pay only for services actually rendered by
Consultant through the termination date of this Agreement.

E. If Consultant is terminated by NDI, NDI may at its option: (1) terminate the Agreement
immediately and pay Consultant for actual work completed only through the date of termination of this
Agreement or (2) give Consultant notice for a specified period and pay for that period.

F. Consultant may terminate the Agreement by giving two weeks written notice and continue to
provide services during that two week period. Before the end of that two week period, Consultant will return
to NDI any materials provided by NDI for use during the Consulting Period, including books, office
equipment, etc. as well as any products created during the Consulting Period.

G. Consistent with NDI-wide policies, Consultant shall not in the course of his/her NDI consulting
project conduct business development activities or advance private interests that would present a conflict
of interest with the mission and activities of NDI. Consultant shall disclose any potential conflict of interest
to NDI staff at the time of the presentation of this contract for signing, or as soon thereafter as it may seem
evident that there is a potential conflict of interest.

H. Consultant agrees that any information obtained from NDI or otherwise received by Consultant in
the course of this consultancy shall remain confidential and shall not be revealed to any outside party except
as may be necessary in the fulfillment of this Agreement. Consultant further agrees that any report or other
work products (as defined in Paragraph IV D, below) s/he produces or to which s/he contributes under this
consultancy shall be exclusively the property of NDI, and that, following the term of this consultancy,
Consultant shall, before discussing the work products with the media or in a public forum, (a) inform NDI
of her/his intention to do so, and (b) inform her/his audience that the views s/he expresses are her/his own,
and not necessarily those of NDI.

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IV. Compliance with Law

A. This Agreement shall be governed by the laws of the United States, and specifically the laws of the
District of Columbia, which is the jurisdiction of choice by the parties, and all administrative, contractual
and other legal remedies shall be governed by the laws thereof.

B. If any disputes arise under this Agreement, which the parties cannot resolve by themselves, they
agree, in advance, that the disputes will be decided not by litigation, but by binding arbitration with a single
arbitrator under the rules of the American Arbitration Association. The cost of arbitration shall be allocated
between NDI and Consultant, as deemed appropriate by the Arbitrator.

C. Consultant agrees that NDI and the funding agency, shall have access to any books, documents,
papers and records of Consultant’s which are directly pertinent to the specific program for the purpose of
making audits, examinations, excerpts and transcriptions.

D. Consultant hereby irrevocably assigns, conveys, grants and transfers to NDI, and agrees that NDI
shall be the sole and exclusive owner of, all worldwide right, title and interest in and to any work products
(including written reports, articles, documents, photos, tapes, etc. (“work products”)), pertaining to
professional services under the Agreement and created during the Consultancy Period, including, without
limitation, the copyright, and all proprietary rights of any kind, nature or description in the written products,
that may be secured under the laws now or hereinafter in effect in the United States of America or any other
country. Consultant reserves no rights in such work products.

E. Consultant represents and warrants that Consultant has the full right, power and authority to enter
into this Agreement. Consultant further warrants that the written products [are/will be] Consultant’s original
work in all respects, and that the use of the written products and the exercise by NDI of any of its rights in
the written products will not in any way violate any personal, property or other right (including copyright),
or constitute a libel or defamation, of any person or entity, or otherwise violate any law.

F. Consultant agrees, to perform, upon request, any acts and execute any documents as may be
necessary or helpful for NDI to secure, register, maintain, defend, perfect or enforce its rights in the
written products, including, without limitation, executing a copyright assignment.

G. Consultant is not permitted to assign its rights and obligations under this Agreement to any third
party, without NDI’s explicit written permission.

V. Liability

NDI will not be liable for any third party claims for damages arising from this Agreement nor for
any expenses not allowable under funding agency regulations.

VI. Debarment, Suspension, Ineligibility, Voluntary Exclusion and Other Certifications

By signing this Agreement, the Consultant certifies that neither he/she personally nor its principals
if part of an organization is presently excluded or disqualified from participation in this transaction by any
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US Federal department or agency.

VII. Acceptance of Terms of Agreement

The terms set forth in this Agreement are agreed to and accepted. Modifications shall be permitted
only by written agreement of both parties.

________________________________ _________________________
Signature Date

Confidential for security reasons Confidential for security reasons

U.S. Social Security or Tax ID No. Official Country of Residence (for Tax Purposes)

Mailing Address: Confidential for security reasons

Street Address

Confidential for security reasons

City, State

Confidential for security reasons

Country, Zip Code

8/23/22
_________________________________ ________________________
Olya Catto Date
Chief Operating Officer
National Democratic Institute

In order to receive payment, this section needs to be completed:

____ Are you a US Citizen performing work under this contract in the United States or another country?
(If YES – please complete the W9 form enclosed and return it with your signed contract. If NO – please
proceed to next question.)

____ Are you a Foreign Citizen performing work under this contract in the United States?
(If YES – please complete the W8-BEN form enclosed and return it with your signed contract. If NO-
please proceed to next question.)

If neither of the above questions is applicable, please certify the following:

I, Documentary Expert 1, certify that I am not a US Citizen and all work related to this contract was
performed outside of the US; therefore, a W9 or W8-BEN form is not needed for tax purposes.

I will be responsible for any tax filing that may need to occur as a result of this contract.

________________________ ____________________
Signature Date

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