Exhibit 10.13a
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, 2002, 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.
1
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.
2
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, CEO 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.
3
IN WITNESS WHEREOF, The parties have executed this Agreement as of the
date first above written.
----------------------------------- ------------------------------------
Apollo Signature Firm Signature
Xxxx Xxxxxx, CEO ------------------------------------
Firm Printed Name/Title
------------------------------------ ------------------------------------
Date Date
------------------------------------
Social Security or Federal Tax ID #
4
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.
5
