exv10w13wb



 



Exhibit 10.13.b


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 4615 E. Elwood,
Phoenix, AZ 85040, and Governmental Advocates, Inc. (“Firm”), with its
principal place of business at 1127 Eleventh Street, Suite #400, Sacramento,
California, 95814.


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, 2003, 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:
	Todd Nelson, CEO	 	
Hedy Govenar
	4615 E. Elwood St	 	
1127 – 11th Street, Suite #400
	Phoenix, AZ 85040	 	
Sacramento, California 95814




	 	 	 	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
	 	 	 
	Todd Nelson, CEO	 	


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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