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FILED
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA

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Alexandria Division c: :' ' DISTRICT ALEXANDRIA. V...

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UNITED STATES OF AMERICA,

v.

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CRIMINAL NO. l:12-CR-262

DATA SYSTEMS & SOLUTIONS LLC,

Defendant.

DEFERRED PROSECUTION AGREEMENT

Defendant Data Systems & Solutions LLC ("DS&S"), by its undersigned attorneys,
pursuant to authority granted by DS&S's Members Committee, and the United States

Department of Justice. Criminal Division, Fraud Section and the United States Attorney's Office for the Eastern District of Virginia (collectively, the "Department"), enter into this deferred

prosecution agreement (the 'Agreement"').

follows:

The terms and conditions of this Agreement are as

Criminal Information and Acceptance of Responsibility

1.

DS&S acknowledges and agrees that the Department will file the attached two-

count criminal Information in the United States District Court for the Eastern District of Virginia
charging DS&S with one count of conspiracy to violate the laws of the United States, in

violation of Title 18. United States Code, Section 371, that is, to violate the anti-bribery
provisions of the Foreign Corrupt Practices Act ("FCPA"), Title 15, United States Code, Section

78dd-2, and one count of violating the anti-bribery provisions of the FCPA, Title 15, United

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States Code, Section 78dd-2. In so doing, DS&S: (a) knowingly waives its right to indictment on this charge, as well as all rights to a speedy trial pursuant to the Sixth Amendment to the
United States Constitution, Title 18, United States Code, Section 3161, and Federal Rule of

Criminal Procedure 48(b); and (b) knowingly waives any objection with respect to venue and

consents to the filing of the Information, as provided under the terms of this Agreement, in the
United States District Court for the Eastern Districtof Virginia. 2. DS&S admits, accepts, and acknowledges that it is responsible for the acts of its

officers, directors, employees, and agents as charged in the Information and as set forth in the

Statement of Facts attached hereto as Attachment A and incorporated by reference into this
Agreement, and that the allegations described in the Information and the facts described in

Attachment A are true and accurate. Should the Department pursue the prosecution that is

deferred by this Agreement, DS&S agrees that it will neither contest the admissibility ofnor

contradict the Statement ofFacts in any such proceeding, including any guilty plea or sentencing
proceeding.
Term of the Aereement

3.

This Agreement is effective for a period beginning on the date on which the

Information is filed and ending two (2) years and seven (7) calendar days from that date (the
"Term"). However, DS&S agrees that, intheevent that the Department determines, in its sole

discretion, that DS&S has knowingly violated any provision of this Agreement, anextension or
extensions of the term of the Agreement may be imposed bythe Department, in itssole discretion, for up toa total additional time period ofone year, without prejudice to the Department's right toproceed as provided in Paragraphs 13-16 below. Any extension of the

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Agreement extends all terms of this Agreement, including the terms of the reporting requirement
under Paragraph 10,for an equivalent period. Conversely, in the event the Department finds, in
its sole discretion, that there exists a change in circumstances sufficient to eliminate the need for
the reporting requirement in Paragraph 10, and that the other provisions of this Agreement have
been satisfied, the Term of the Agreement may be terminated early.
Relevant Considerations

4.

The Department enters into this Agreement based on the individual facts and

circumstances presented by this case and DS&S. Among the facts considered were the

following: (a) following the receipt of subpoenas in connection withthe government's investigation, DS&S initiated an internal investigation andprovided real-time reports and
updates of its investigation into the conduct described in the Information and Statement of Facts;

(b) DS&S's cooperation has been extraordinary, including conducting an extensive, thorough,
and swift internal investigation; providing to the Department searchable databases of documents

downloaded from servers, computers, laptops, and other electronic devices; collecting,

analyzing, and organizing voluminous evidence and information to provide to the Department in a comprehensive report; and responding promptly and fully totheDepartment's requests; (c)
DS&S has engaged inextensive remediation, including terminating the officers and employees responsible for the corrupt payments; dissolving the jointventure and reorganizing and

integrating the Company as a subsidiary with a more rigorous compliance program; enhancing
its due diligence protocol forthird-party agents and subcontractors, including CEO review and

approval of the retention ofany agent or subcontractor; strengthening its ethics policies,
including the appointment of a Company Ethics Representative who reports directly to the CEO

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and provides regular reports to theMembers Committee at each Committee meeting; providing
FCPA training for all agents and subcontractors; and establishing heightenedreview of most

foreign transactions; (d) DS&S has committed to continue to enhance its compliance program
and internal controls, including ensuring that its compliance program satisfies the minimum

elements set forth in Attachment C to this Information; and (e) DS&S has agreed to continue to
cooperate with the Department in any ongoing investigation of the conduct of DS&S and its officers, directors, employees, agents, and subcontractors relating to violations of the FCPA as
provided in Paragraph 5 below.

5.

DS&S shallcontinue to cooperate fully with the Department in any and all

matters relating to corrupt payments. At the request of the Department, DS&S shall also

cooperate fully with other domestic or foreign lawenforcement authorities and agencies, as well

as the Multilateral Development Banks ("MDBs"), in any investigation of DS&S, itsparent

company or its affiliates, or any of itspresent and former officers, directors, employees, agents,
and consultants, or anyother party, in anyand all matters relating to corrupt payments. DS&S
agrees that its cooperation shall include, but is not limited to, the following:

a.

DS&S shall truthfully disclose all factual information not protected bya

valid claim of attorney-client privilege orwork product doctrine with respect to its activities, those of itsparent company and affiliates, and those of its present and former directors, officers,

employees, agents, consultants, and subcontractors concerning all matters relating to corrupt
payments about which DS&S has any knowledge orabout which the Department may inquire.
Thisobligation of truthful disclosure includes theobligation of DS&S to provide to the

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Department, upon request, any document, record or other tangible evidence relating to such
corrupt payments about which the Department may inquire of DS&S.

b.

Upon request of the Department, with respect to any issue relevant to its

investigation of corruptpayments in connection with the operations of DS&S, or any of its

present or former subsidiaries or affiliates, DS&S shall designate knowledgeable employees, agents or attorneys to provide to the Department the information and materials described in
Paragraph 5(a) above on behalf of DS&S. It is further understood that DS&S must at all times

provide complete, truthful, and accurate information. c. With respect to any issue relevant to the Department's investigation of

corruptpayments in connectionwith the operations of DS&S, its parent company, or any of its
present or former affiliates, DS&S shall use its best efforts to make available for interviews or

testimony, as requested by the Department, presentor former officers, directors, employees, and

agents and consultants of DS&S. This obligation includes, but is not limited to,sworn testimony
before a federal grand jury or in federal trials, as well as interviews with federal law enforcement

and regulatory authorities. Cooperation under this Paragraph shall include identification of

witnesses who, to the knowledge of DS&S, mayhave material information regarding the matters
under investigation.

d.

With respect to any information, testimony, documents, records or other

tangible evidence provided to theDepartment pursuant to this Agreement, DS&S consents to any
and all disclosures, subject to applicable law andregulations, to othergovernmental authorities,
including United Statesauthorities and those of a foreign government, and the MDBs, of such

materials as the Department, in its sole discretion, shall deemappropriate.

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Payment of Monetary Penalty

6.

The Department and DS&S agreethat application of the United States Sentencing

Guidelines ("USSG" or "Sentencing Guidelines") to determine the applicable fine range yields
the following analysis:

a.

The 2003 USSG are applicable to this matter.

b.

Offense Level. Basedupon USSG 2C1.1, the total offense level is 30,
calculated as follows:

(a)(2) Base Offense Level

10

(b)(1) Multiple Bribes (b)(2) Value ofbenefit received more than $2,500,000

+2 +18

TOTAL

lb"

c.

Base Fine. Based upon USSG 8C2.4(a)(l), the basefine is $10,500,000 (the fine indicated in the Offense Level Fine Table)

d.

Culpability Score. Based upon USSG 8C2.5, the culpability score is 6,

calculated as follows:

(a)

Base Culpability Score

(b)(3) the organization had 200 or more employees and an individual within high-levelpersonnel of the
organization participated in, condoned, or was willfully ignorant of the offense
+3

(g)(2) the organization fullycooperated in the investigation and clearly demonstrated recognition and affirmative acceptance of
responsibility for its criminal conduct
TOTAL

-2
~T~

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Calculation of Fine Range:

Base Fine

$10,500,000

Multipliers
Fine Range

1.20(min)/2.40(max)
$12,600,000/$25,200,000

DS&S agrees to paya monetary penalty in the amount of $8,820,000, an approximately thirtypercent reduction off the bottom of the fine range, to the United States Treasury within ten (10)
days of the filing of the Information. DS&S and the Departmentagree that this fine is appropriategiven the facts and circumstances of this case, includingthe nature and extentof

DS&S's extraordinary cooperation and extensive remediation in this matter. The $8,820,000

penalty is final and shall not be refunded. Furthermore, nothing in this Agreement shall be

deemed anagreement bythe Department that $8,820,000 is the maximum penalty that may be imposed in any future prosecution, and the Department isnot precluded from arguing inany
future prosecution that the Court should impose a higher fine, although the Department agrees that under those circumstances, it will recommend to the Court thatany amount paid under this

Agreement should be offset against any fine the Court imposes as part ofa future judgment.

DS&S acknowledges that no tax deduction may be sought in connection with the payment ofany
part of this $8,820,000 penalty.
Conditional Release from Criminal Liability

7.

In return for the full and truthful cooperation ofDS&S, and its compliance with

the other terms and conditions ofthis Agreement, the Department agrees, subject to Paragraphs
13-16 below, not to use any information related to the conduct described in the attached

Statement ofFacts against DS&S in any criminal case, except: (a) ina prosecution for perjury or
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obstruction ofjustice; (b) in a prosecution for making a false statement; (c) in a prosecution or

other proceeding relating to any crime of violence; or (d) in a prosecution or other proceeding
relating to a violation of any provision ofTitle 26 of the United States Code. In addition, the

Departmentagrees, exceptas provided herein, that it will not bring any criminal case against
DS&S related to the conduct of present and former officers, directors, employees, agents,

consultants, and subcontractors, as described in the attached Statement of Facts, or relating to information DS&S disclosed to the Department prior to the date on which this Agreement was
signed.

a.

This Paragraph does not provide anyprotection against prosecution for

any corrupt payments by DS&S afterthe date on which thisAgreement is signed.

b.

Inaddition, this Paragraph does notprovide anyprotection against

prosecution for anypresent or former officer, director, employee, agent, consultant, or

subcontractor of DS&S for any violations committed by them.
Corporate Compliance Program and Reporting Requirements

8.

DS&S represents that it has implemented and will continue to implement a

compliance and ethicsprogram designed to preventand detectviolationsof the FCPA and other

applicable anti-corruption laws throughout itsoperations including those ofits affiliates, agents, and joint ventures, and those of its contractors and subcontractors where responsibilities include

interacting with foreign officials or other high-risk activities. Implementation ofthese policies
and procedures shall not be construed inany future enforcement proceeding as providing

immunity oramnesty for any crimes not disclosed to the Department as ofthe date ofsigning of
this Agreement for which DS&S would otherwise be responsible.

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9.

In order to address any deficiencies in its internal controls, policies, and

procedures, DS&S represents that it has undertaken, and will continue to undertake in the future,

in a manner consistent with all of its obligations under this Agreement, a review of its existing
internal controls, policies, and procedures regarding compliance with the FCPA and other

applicable anti-corruption laws. If necessary and appropriate, DS&S will adopt new or modify

existing internal controls, policies, and procedures in order to ensure that DS&S maintains: (a) a
system of internal accounting controls designed to ensure the making and keeping of fair and

accurate books, records, and accounts; and (b) a rigorous anti-corruption compliance code,
standards, and procedures designed to detect and deter violations of the FCPA and other

applicable anti-corruption laws. The internal controls system and compliance code,standards,
and procedures will include, but not be limited to, the minimum elements set forth in Attachment

C, which is incorporated by reference into this Agreement.

10.

DS&S agrees that it will report to the Department periodically, at no less than

twelve-month intervals during a two-year term, regarding remediation and implementation of the
compliance program and internalcontrols, policies, and procedures described in Attachment C.

Should DS&S discover credible evidence that questionable orcorrupt payments or questionable
or corrupt transfers of property orinterests may have been offered, promised, paid, or authorized

by any DS&S entity orperson, or any entity orperson working directly for DS&S (including its
affiliates and any agent), or that related false books and records have been maintained, DS&S

shall promptly report such conduct to the Department. During this two-year period, DS&S shall:

(1) conduct an initial review and submit an initial report, as described in subparagraph (a) below,

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and (2) conduct and prepare at least one (1) follow-up review and report, as described in
subparagraphs (b) and (c) below: a. By no later than one (1) year from the date this Agreement is executed,

DS&S shall submit to the Department a written report setting forth a complete description of its
remediation efforts to date, its proposals reasonably designed to improve DS&S's internal

controls, policies, and procedures for ensuring compliance with the FCPA andother applicable anti-corruption laws, and the proposed scope of the subsequent reviews. The report shall be

transmitted to Deputy Chief- FCPA Unit,FraudSection, Criminal Division, U.S. Department of Justice, 1400 NewYork Avenue, NW, Bond Building, Fourth Floor, Washington, DC 20530.

DS&S may extend thetime period for issuance of the report with prior written approval of the
Department.

b.

DS&S shall undertake at least one (1) follow-up review, incorporating the

Department's views on DS&S's prior reviews and reports, to further monitor and assess whether

DS&S's policies and procedures are reasonably designed to detect and prevent violations of the
FCPA and other applicable anti-corruption laws.

c.

The follow-up review andreport shall be completed byno laterthanone

(1) year after the initial review.

d.

The reports will likely include proprietary, financial, confidential, and

competitive business information. Moreover, public disclosure of the reports could discourage
cooperation with the review and thus undermine the objectives of the reports. Forthese reasons,
among others, the reports and the contents thereof are intended to remain and shall remain non

public, except as otherwise agreed to by the parties inwriting, or except to the extent thatthe

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Department determines in its sole discretion that disclosure would be in furtherance of the
Department's discharge of its duties and responsibilities or is otherwise required by law.

e.

DS&S may extend the time period for submission of the follow-up report

with prior written approval of the Department.

Deferred Prosecution

11.

In consideration of: (a) the past and future cooperation of DS&S described in

Paragraphs 4 and5 above; (b) DS&S'spayment of a criminal monetary penalty of $8,820,000;

and (c) DS&S's implementation and maintenance of remedial measures as described in

Paragraphs 8 and 9 above, the Departmentagrees that any prosecution of DS&S for the conduct
set forth in the attached Statement of Facts, and for the conduct that DS&S disclosed to the

Department prior to the signingof this Agreement, be and hereby is deferred for the Term of this
Agreement.

12.

The Department further agrees that if DS&S fully complies with all of its

obligations under this Agreement, the Department will not continue the criminal prosecution
against DS&S described in Paragraph 1and, at the conclusion of the Term, this Agreement shall
expire. Within thirty (30) days of theAgreement's expiration, the Department shall seek

dismissal with prejudice ofthe criminal Information filed against DS&S described in Paragraph
1.

Breach of the Agreement

13.

If, during theTerm of this Agreement, theDepartment determines, inits sole

discretion, that DS&S has (a) committed any U.S. crime subsequent to the signing ofthis

Agreement, (b) at any time provided deliberately false, incomplete, or misleading information, or
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(c) otherwisebreached the Agreement, DS&S shall thereafterbe subject to prosecution for any
federal criminal violation of which the Department has knowledge, including the charges in the Information attached as Exhibit 1, which may be pursued by the Department in the U.S. District Court for the Eastern District of Virginia. Any such prosecution may be premised on

information provided by DS&S. Any such prosecution that is not time-barred by the applicable
statuteof limitations on the date of the signing of this Agreement may be commenced against

DS&S notwithstanding the expiration of the statute of limitations between thesigning of this

Agreement andthe expiration of the Term plus one year. Thus, by signing this Agreement,
DS&S agrees that the statute of limitations with respectto any prosecution that is not time-barred

on the date of the signing of this Agreement shall be tolled forthe Term plus one year.
14. In the event that the Department determines that DS&S has breached this

Agreement, the Department agrees to provide DS&S with written notice of such breach prior to

instituting any prosecution resulting from such breach. DS&S shall, within thirty (30) days of

receipt ofsuch notice, have the opportunity to respond to the Department inwriting to explain
the nature and circumstances of such breach, as well as the actions DS&S has taken to address

and remediate the situation, which explanation the Department shall consider indetermining
whether to institute a prosecution.

15.

In the event that the Department determines that DS&S has breached this

Agreement: (a) all statements made by or onbehalf ofDS&S to the Department or to the Court,

including the attached Statement ofFacts, and any testimony given byDS&S before a grand jury, a court, orany tribunal, oratany legislative hearings, whether prior orsubsequent tothis
Agreement, and any leads derived from such statements or testimony, shall be admissible in

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evidence in any and all criminal proceedings brought by the Department against DS&S; and (b)
DS&S shall not assert any claim under the United States Constitution, Rule 11(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of Evidence, or any other federal

rule thatstatements madeby or on behalf of DS&S prior or subsequent to this Agreement, or any
leads derived therefrom, should be suppressed. The decision whether conduct or statements of

any current director or employee, or any person acting on behalf of, or at the direction of, DS&S

will be imputed to DS&S for the purpose of determining whether DS&S has violated any
provision of this Agreement shall be in the sole discretion of the Department. 16. DS&S acknowledges that the Department has made no representations,

assurances, or promises concerning what sentence may be imposedby the Court if DS&S

breaches this Agreement and this matter proceeds to judgment. DS&S further acknowledges that
any such sentence is solely within the discretion of theCourt and thatnothing in this Agreement
binds or restricts the Court in the exercise of such discretion.
Sale or Merger of DS&S

17.

DS&S agrees that in the event it sells, merges, or transfers all or substantially all

of its business operations as they existas of the dateof this Agreement, whether suchsale is

structured as a sale, asset sale, merger, or transfer, it shall include in anycontract for sale,
merger, or transfer a provision binding the purchaser, or anysuccessor in interest thereto, to the
obligations described in this Agreement.
Public Statements bv DS&S

18.

DS&S expressly agrees that it shall not, through present or future attorneys,

officers, directors, employees, agents or any other person authorized to speak for DS&S make

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any public statement, in litigation or otherwise, contradicting the acceptance of responsibility by

DS&S set forth above or the facts described in the attached Statement of Facts. Any such
contradictory statement shall, subject to cure rights of DS&S described below, constitute a

breach of this Agreement and DS&S thereafter shall be subject to prosecution as set forth in

Paragraphs 13-16 of this Agreement. The decision whetherany public statement by any such person contradicting a fact contained in the Statement of Facts will be imputed to DS&S for the
purpose of determining whether they have breachedthis Agreement shall be at the sole discretion

of the Department. If theDepartment determines that a public statement byany such person

contradicts inwhole or inpart a statement contained inthe Statement of Facts, the Department

shall so notify DS&S, and DS&S may avoid a breach ofthis Agreement by publicly repudiating such statement(s) within five (5) business days after notification. Consistent with the obligations
of DS&S as set forth above, DS&S shallbe permitted to raisedefenses and to assert affirmative
claims in civil andregulatory proceedings relating to the matters set forth in the Statement of

Facts. This Paragraph does not apply to any statement made by any present or former officer, director, employee, or agent ofDS&S inthecourse ofany criminal, regulatory, or civil case
initiated against such individual, unless such individual is speaking on behalfof DS&S.
19. DS&S agrees that if it, its parent company, or any of its direct or indirect

affiliates issues a press release or holds any press conference inconnection with this Agreement,
DS&S shall firstconsultthe Department to determine (a) whetherthe text of the release or

proposed statements at thepress conference are true and accurate with respect to matters between the Department and DS&S; and (b)whether the Department has no objection to the release.

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20.

The Department agrees, if requested to do so, to bring to the attention of

governmental and other debarment authorities the facts and circumstances relating to the nature

of the conduct underlying this Agreement, including the nature and quality of DS&S's cooperation and remediation. By agreeing to provide this information to debarment authorities,

the Department is not agreeing to advocate on behalf of DS&S, but rather is agreeing to provide
facts to be evaluated independently by the debarment authorities.
Limitations on Binding Effect of Agreement

21.

This Agreement is bindingon DS&S and the Department but specifically does

notbind anyother federal agencies, or anystate, local or foreign law enforcement or regulatory
agencies, or anyotherauthorities, although the Department willbring the cooperation of DS&S
and its compliance with its other obligations under this Agreementto the attention of such
agencies and authorities if requested to do so by DS&S.
Notice

22.

Any notice to the Department under this Agreement shallbe given by personal

delivery, overnight delivery by a recognized delivery service, or registered or certified mail,

addressed to the Deputy Chief- FCPA Unit, Fraud Section, Criminal Division, U.S. Department of Justice, Fourth Floor, 1400 New York Avenue, N.W., Washington, D.C. 20005. Any notice to DS&S under this Agreement shall be given by personal delivery, overnight delivery bya
recognized delivery service, or registered or certified mail, addressed to William H. Walker,
Data Systems & Solutions, LLC, 1875 Explorer Street, Suite200, Reston, VA 20190, and Carl

Rauh, Hogan Lovells US LLP, Columbia Square, 555 Thirteenth Street, NW, Washington, DC
20004. Noticeshall be effectiveupon actualreceipt by the Department or DS&S.

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Complete Agreement

23.

This Agreement sets forth all the terms of the agreement between DS&S and the

Department. No amendments, modifications or additions to this Agreement shall be validunless

they are in writing and signed by the Department, theattorneys for DS&S and a duly authorized
representative of DS&S.

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AGREED: FOR DATA SYSTEMS & SOLUTIONS LLC

VxeSfa?/1 2-

By:
WILLIAM H. WALKER

Data Systems & Solutions, LLC

Date: Afr, ?/7 WJ-

By: Hogan Lovells US LLP

FOR THE DEPARTMENT OF JUSTICE:

DENIS J. McINERNEY

Chief, Fraud Section

Criminal Division

United States Department of Justice

Date: Q>/// lL
Date: M]i UiL
DANIEL S. KAHN

Trial Attorney
NEIL H. MacBRIDE

UNITED STATES ATTORNEY

EASTERN DISTRICT OF VIRGINIA

By:

Charles F. Connolly f

^wf z^^^C-

Assistant U.S. Attorney

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GENERAL COUNSEL'S CERTIFICATE

I have read this Agreement and carefully reviewed every part of it with outside counsel

for Data Systems& Solutions LLC ("DS&S"). I understand the terms of this Agreement and voluntarilyagree, on behalf of DS&S,to each of its terms. Before signing this Agreement, I
consulted outside counsel for DS&S. Counsel fully advised me of the rights of DS&S, of

possibledefenses, of the Sentencing Guidelines' provisions, and of the consequences of entering

into this Agreement.

I have carefully reviewed the terms of this Agreement with the Members Committee of
DS&S. I have advised and caused outside counsel for DS&S to advise the Members Committee

fully of the rights of DS&S, ofpossible defenses, of the Sentencing Guidelines' provisions, and
of the consequences of entering into the Agreement. No promises or inducements have been made other than those contained in this

Agreement. Furthermore, no one has threatened or forced me, or to my knowledge any person
authorizing this Agreement on behalf of DS&S, in any way to enter into this Agreement. I am
also satisfied with outside counsel's representation in this matter. I certify that I am General

Counsel for DS&S and that I have been duly authorized by DS&S to executethis Agreement on
behalf of DS&S.

Date: S~ /^^ .2012

DATA SYSTEMS & SOLUTIONS LLC

By:

WILLIAM H. WALKER

kUL

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CERTIFICATE OF COUNSEL

I am counsel for Data Systems & SolutionsLLC ("DS&S") in the matter coveredby this
Agreement. In connection with such representation, I have examined relevant DS&S documents
and have discussed the terms of this Agreement with the DS&S Members Committee. Based on

our review of the foregoing materials and discussions, I am of the opinion that the representative
of DS&S has been duly authorized to enter into this Agreement on behalf of DS&S and that this
Agreement has been duly and validly authorized, executed, and delivered on behalf of DS&S and

is a valid and binding obligation of DS&S. Further, I have carefully reviewed the terms of this

Agreement with the Members Committee and the General Counsel of DS&S. I have fully
advised them of the rights of DS&S, of possible defenses, of the Sentencing Guidelines' provisions and of the consequences of entering into this Agreement. To my knowledge, the
decision of DS&S to enter into this Agreement, based on the authorization of the Members
Committee, is an informed and voluntary one.

Date: //fa*] 'Zft ,2012

By:
CARL RAUH

Hogan Lovells US LLP

Counsel for Data Systems & Solutions LLC