Exhibit 10.12
(APOLLO GROUP, INC. LOGO)
APOLLO GROUP INC.
UNIVERSITY OF PHOENIX
INSTITUTE FOR PROFESSIONAL DEVELOPMENT
COLLEGE FOR FINANCIAL PLANNING
WESTERN INTERNATIONAL UNIVERSITY
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, 2006, 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.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
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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:
Xxxxx X. Xxxxx, Senior VP 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.
/s/ Xxxxx X. Xxxxx /s/ Illegible
------------------------------------- ----------------------------------------
Apollo Signature Firm Signature
Xxxxx X. Xxxxx, Senior VP /s/ Illegible
----------------------------------------
Firm Printed Name/Title
5-11-06 5-17-06
Date Date
00-0000000
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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