APOLLO GROUP INC
EX-10.12
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>p73880exv10w12.txt
<DESCRIPTION>EX-10.12
<TEXT>
<PAGE>

                                                                   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 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, 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.

                             4615 East Elwood Street
                             Phoenix, Arizona 85040


                                                                               1

<PAGE>

     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

<PAGE>

     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:
          Laura P. Noone, Senior VP    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.


                                                                               3

<PAGE>

IN WITNESS WHEREOF, The parties have executed this Agreement as of the date
first above written.


/s/ Laura P. Noone                      /s/ Illegible
-------------------------------------   ----------------------------------------
Apollo Signature                        Firm Signature


Laura P. Noone, Senior VP               /s/ Illegible
                                        ----------------------------------------
                                        Firm Printed Name/Title

5-11-06                                 5-17-06
Date                                    Date

                                        94-2701026
                                        Social Security or Federal Tax ID #


                                                                               4

<PAGE>

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
</TEXT>
</DOCUMENT>
