Exhibit 10.13
LOBBYIST AGREEMENT
This service agreement ("Agreement") is entered into by and between
Apollo Group, Inc, ("Apollo") an Arizona corporation and parent company of
University of Phoenix ("UOP"), with its principal place of business at 0000 X.
Xxxxxx, Xxxxxxx, XX 00000, and GOVERNMENTAL ADVOCATES, INC. ("Firm"), with its
principal place of business at 0000 XXXXXXXX XXXXXX, XXXXX #000, XXXXXXXXXX,
XXXXXXXXXX, 00000.
PURPOSE OF AGREEMENT. The purpose of this Agreement is to state the terms and
conditions under which Firm will provide the LOBBYIST SERVICES ("Services")
included in this Agreement to Apollo, and as listed in the Scope of Services,
attached hereto, and incorporated as part of the Agreement.
1. SERVICES. Firm agrees to perform the Services and warrants that
each of its employees, agents or Firms assigned to provide
Services under this Agreement to Apollo shall have the proper
skill, training and background so as to be able to perform in a
competent and professional manner, that all Services will be so
performed and performed in a manner compatible with Apollo's
business operations, and that Firm shall cause the Services to be
performed in accordance with the Scope of Services and generally
accepted industry practices. Firm agrees to comply with all laws,
registration or any other requirements of any governing body
overseeing such Services as performed in this Agreement,
including but not limited to, the compliance requirements and
governmental entities outlined in the Scope of Services.
2. TERM OF AGREEMENT. The Term of this Agreement shall commence on
JUNE 1, 2001, and shall continue in full force for one (1) year
unless otherwise terminated as provided herein. This Agreement
may be renewed for an additional period(s) upon written mutual
agreement of both parties.
3. PAYMENT. Compensation for Services performed under this Agreement
will be as outlined in the Scope of Services. Payment terms will
be net thirty (30) days upon receipt of Firm invoice, with all
payments made in arrears. Upon termination of this Agreement,
payments under this paragraph shall cease; provided, however,
that Firm will be entitled to payments for periods or partials
that occurred prior to the date of termination and for which Firm
has not yet been paid.
4. TERMINATION. This Agreement may be terminated without cause, by
either party with a 30 day written notice to the other party.
This Agreement may be terminated immediately by Apollo upon any
breach hereof or violation of the law by the Firm. Upon
termination of the Agreement, Firm shall return to Apollo all
records, notes, data, memoranda and materials of any nature that
are in Firm's possession or under Firm's control and that are
Apollo's property or relate to Apollo's business.
5. RELATIONSHIP. The parties understand that Firm is an independent
contractor with respect to Apollo and not an employee of Apollo.
Apollo shall not provide fringe benefits, including health
insurance benefits, paid vacation, or any other employee benefit,
for the benefit of Firm or any agents, employees or contractors
of Firm. As an independent contractor, Firm shall pay all taxes
imposed and other liabilities incurred as an independent
contractor. This Agreement is neither intended to nor will it be
construed as, creating any other relationship, including one of
employment, joint venture or agency.
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6. NON COMPETE. For the term of this Agreement the Firm shall not
represent any entity that would be in direct competition with
Apollo, nor shall the Firm represent any entity that would have
an interest in conflict with the best interest of Apollo without
the approval of Apollo. The Firm shall immediately disclose
potential conflicts of interest.
7. OWNERSHIP OF PRODUCTS, REPORTS, ETC: Any and all products,
reports, etc. developed by the Firm in whole or in part which are
utilized, or accepted by Apollo because of the relationship
between the Firm and Apollo, and any and all intellectual,
property rights, including copyrights in the products, reports,
etc., shall become the exclusive property of Apollo.
8. INSURANCE. Firm acknowledges Firm's obligation to obtain
appropriate insurance coverage for the benefit of Firm (and
Firm's employees, if any). Firm waives any rights to recovery
from Apollo for any injuries that Firm (and/or Firm's employees)
may sustain while performing services under this Agreement and
that are a result of the negligence of Firm or Firm's employees.
Firm agrees to provide Apollo with necessary documentation,
including certificates of insurance, evidencing the required
coverage, if requested.
9. CONFIDENTIAL INFORMATION. "Confidential Information" means any
information, whether or not owned by or developed by Apollo,
which is not generally known and which Firm may obtain through
direct or indirect contact with Apollo. Such Confidential
Information includes, but is not limited to: business records and
plans, marketing strategies, cost, discounts, product design
information, technical information, business affairs, financial
reports, customer lists, student information, and other
proprietary information.
Confidential Information does not include information that Firm
can show, by clear and convincing evidence, to be:
1) In the public domain.
2) Rightfully received from a third party without any
obligation of confidentiality.
3) Rightfully known to Firm without any limitations on use or
disclosure prior to its receipt from Apollo.
4) Independently developed by Firm without use of or reference
to the Confidential Information by persons who had no access
to the Confidential Information.
PROTECTION OF CONFIDENTIAL INFORMATION. Firm understands and
acknowledges that the Confidential Information has been developed
or obtained by Apollo through the investment of significant time,
effort and expense, and that the Confidential Information is a
valuable, special, and unique asset of Apollo which provides a
significant market advantage, and needs to be protected from
improper disclosure. Firm shall hold the Confidential Information
of Apollo in strictest secrecy and not disclose or make any use
thereof except for the performance of this Agreement. Firm shall
not cause or permit the disclosure of Confidential Information in
any form to any person without the prior written consent of
Apollo. Firm shall cause all persons who obtain access to such
Confidential Information, directly or indirectly, through Firm to
abide by the confidentiality provisions of this Agreement. The
obligations of this paragraph will remain in effect until which
time all Confidential Information is no longer confidential, as
defined above, through no act, breach, or omission of Firm.
10. INDEMNIFICATION. Apollo shall not be liable for any negligent,
intentional or fraudulent acts of Firm or its agents. Firm hereby
agrees to indemnify and hold Apollo harmless from all claims,
losses, expenses, fees (including attorney fees), costs, and
judgments that may be asserted against Apollo that result,
directly or indirectly, from the acts or omissions of Firm,
Firm's employees and Firm's agents, including without limitation
any infringement of third party rights or violation or breach of
confidentiality as stated herein. The indemnification provisions
shall survive termination of this Agreement.
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11. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Arizona and the
United States of America without reference to conflict of laws
principles. The Superior Court of Maricopa County and/or the
United States District Court for the District of Arizona shall
have exclusive jurisdiction and venue over all controversies in
connection with this Agreement, and each party irrevocably
consents to such exclusive and personal jurisdiction and venue.
12. ENTIRE AGREEMENT. This Agreement constitutes the final, complete,
and exclusive statement of the terms of the agreement between the
parties regarding its subject matter and supersedes any prior and
contemporaneous offers, negotiations, and understandings, whether
oral or written, between the parties.
13. SEVERABILITY. If any provision of this Agreement is held by any
court or other tribunal to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and
enforceable. If any court or other tribunal finds that any
provision of this Agreement is invalid or enforceable, but that
by limiting such provision it would become valid and enforceable,
then such provision shall be deemed to be written, construed, and
enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
strictly enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party's right to
enforce and compel strict compliance with every provision of this
Agreement.
15. AMENDMENT AND ASSIGNMENT. This Agreement may not be changed,
modified, altered, or amended in any respect without the mutual
written consent by authorized Firms of both parties. This
Agreement may not be assigned by Firm or otherwise transferred,
in whole or in part, by Firm without the prior written consent of
Apollo.
16. CORPORATE AUTHORITY. Each individual executing this Agreement on
behalf of a corporation represents and warrants that he/she is
duly authorized to execute and deliver this Agreement on behalf
of said corporation and that this Agreement is binding upon said
corporation in accordance with its terms.
17. SURVIVAL OF OBLIGATIONS. The parties' rights and obligations,
which by their nature would continue beyond the expiration or
termination of this Agreement, including but not limited to
Confidential Information, shall survive such expiration or
termination of this Agreement.
18. TERMS/CONDITIONS. All terms and conditions of this Agreement
shall be binding upon and shall inure to the benefit of the
parties to this Agreement and their respective successors and
permitted assigns, as well as their respective subsidiaries,
affiliates, parent companies, and other entities controlling or
controlled by the respective parties.
19. NOTICE. Any notice required or permitted under this Agreement
must be sent by registered or certified mail, return receipt
requested and shall be deemed given when received by the
individuals set forth below. Only the authorized Firms of the
parties may amend or waive processes of this Agreement.
IF for Apollo Group, Inc.: IF for Firm:
Xxxx Xxxxxx, President Xxxx Xxxxxxx
0000 X. Xxxxxx Xx 0000 - 00xx Xxxxxx, Xxxxx #000
Xxxxxxx, XX 00000 Xxxxxxxxxx, Xxxxxxxxxx 00000
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth
above.
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IN WITNESS WHEREOF, The parties have executed this Agreement as of the
date first above written.
-------------------------------- -----------------------------------
Apollo Signature Firm Signature
Xxxx Xxxxxx, President -----------------------------------
Firm Printed Name/Title
------------------------------- -----------------------------------
Date Date
-----------------------------------
Social Security or Federal Tax ID #
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ATTACHMENT A
SCOPE OF SERVICES
SERVICES
Firm shall provide strategic advice on matters concerning legislation,
regulations, public policy, electoral politics and any other topic of concern to
Apollo related to state government in the state of CALIFORNIA. All Services
performed by the Firm for Apollo under this Agreement shall be timely done.
COMPENSATION AND PAYMENT
For Services performed under this Agreement, Apollo shall pay the Firm the sum
of $10,000.00 PER MONTH. Agreement also includes reimbursement of fees/expenses
incurred on the behalf of Apollo if applicable.
COMPLIANCE - REQUIRED FOR EACH CONTRACT BUT STATE OF REGISTRATION WILL VARY
During the term of this Agreement, Firm agrees to formally register as a
legislative and executive branch lobbyist with the CALIFORNIA Secretary of
State, and further agrees to at all times abide by the laws of the state of
CALIFORNIA governing lobbyists and to inform Apollo of any legal obligations
Apollo may have under the laws of the state of CALIFORNIA.
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