ex10-2.htm


    Exhibit 10.2

     

    MANAGEMENT
AGREEMENT

    BY
AND BETWEEN

    TEAM
NATION HOLDING CORPORATION, INC.

    AND

    FIRST
SOUTHWESTERN TITLE COMPANY OF CALIFORNIA

     

     

    THIS
AGREEMENT is made by and between TEAM NATION HOLDING CORPORATION, a California corporation
("TEAM NATION") and First Southwestern Title Company of California,
a California corporation ('"FIRST SOUTHWESTERN TITLE") (collectively, the
"Parties").

     

    RECITALS

     

    A. FIRST
SOUTHWESTERN TITLE is incorporated under the laws of the State of California
and is a licensed underwritten title company license, including the
conduct
of an escrow business, ln Alameda, Contra Costa, Los Angeles, Orange,
Riverside,
Sacramento, San Bernardino, San Diego, San Francisco, Santa Barbara and
Ventura counties, California.

     

    B. TEAM
NATION is incorporated under the laws ofthe State of California and is a
licensed
underwritten title company authorized to conduct the business of title
insurance
in Los Angeles and Orange counties, Califomia.

     

    C. The
Parties have agreed that it is in their best interests and the interests of
their respective
shareholders, that TEAM NATION provide the management services set forth
herein to FIRST SOUTHWESTERN TITLE.

     

    AGREEMENT

     

    l. Contractor Retention and
Term of Agreement

     

    FIRST
SOUTHWESTERN TITLE hereby retains and contracts with TEAM NATION to provide
management services for its underwritten title company operations in Los Angeles
and Orange
counties, California. This Agreement shall be effective for an initial term of
two (2) years
(the "Initial Term") from the effective date and shall be renewed automatically
thereafter for
succeeding terms of one (l) year each (the "RenewaI Terms") unless either party
notifies the other
party of its intent not to renew at least sixty (60) days before the expiration
of the Initial Term or
any Renewal Term.

     

    2. Termination

     

    This
Agreement may be terminated:

     

    (a) Upon
thirty (30) days advance written notice from either party alter the occurrence
of:

     

    
      (i) A
material failure by either party to fulfill its obligations under this
Agreement
and failure of the breaching party to cure the default to the reasonable
satisfaction ofthe nombreaohing party within thirty days of receiving
written notice from the non-breaching party specifying the default;
or

       

      (ii) The
dissolution of either party, or the commencement of any action seeking
liquidation, insolvency, receivership or bankruptcy, voluntary or involuntary;

       

      (b) The
mutual written agreement of TEAM NATION and FIRST SOUTHWESTERN
TITLE.

       

      3. Scope of
Authority

       

      TEAM
NATION has no authority, nor shall it represent itself as having authority, to
act in any manner
other than is specifically authorized by this Agreement or other written
authority provided
by FIRST SOUTHWESTERN TITLE to TEAM NATION.

       

      
        
          
          

        

        
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      4. Territory

       

      TEAM
NATION 's authority to provide management services to FIRST SOUTHWESTERN
TITLE
shall be limited to Los Angeles and Orange counties, California.

       

      5. Compliance With Applicable
Law

       

      (a) TEAM
NATION shall comply with all applicable laws, rules and regulations of
the State
of California in the provision of management services pursuant to this
Agreement.
TEAM NATION hereby agrees to defend and indemnify FIRST SOUTHWESTERN
TITLE against any claim, action or loss arising out of any allegation,
claim or accusation, whether or not the allegation, claim or accusation
is
groundless, that, as the direct result of the unauthorized actions or omissions
of TEAM
NATION in the provision of the services enumerated in Section 7 below,
and
solely because of the unauthorized acts or omissions of TEAM NATION, the
FIRST
SOUTHWESTERN TITLE has not complied with the laws, rules or regulations
of this State relating to the management functions provided by TEAM NATION.

       

      (b) FIRST
SOUTHWESTERN TITLE hereby agrees to indenmify and defend TEAM NATION
against any claim, action or loss arising from any allegation, claim or
accusation,
whether or not the allegation, claim or accusation is groundless. that
FIRST
SOUTHWESTERN TITLE has not complied with the laws. rules or regulations
of the State of California in the conduct of its business when such allegation,
claim or accusation relates (i) to conduct or obligations not within
TEAM
NATION's management authority pursuant to this Agreement;. (ii) to conduct
or obligations as to which FIRST SOUTHWESTERN TITLE has exercised
its ultimate control and approval powers pursuant to Section 7 below
contrary
to TEAM NATION's advice; (iii) to conduct engaged in by a Shareholder
or by an agent or representative of a Shareholder; or (iv) to actions
TEAM
NATION has taken at the express direction of FIRST SOUTHWESTERN 
TITLE.

       

      
        6. Indemnification

         

        (a) TEAM
NATION hereby agrees to defend and indenntity FIRST SOUTIIWESTERN
TITLE against any claim, action or loss arising out of any allegation,
claim or accusation, arising from TEAM NAT'ION 's negligence, or willful
or reckless misconduct in the performance of its obligations under this
Agreement,
provided, however, that: (i) FIRST SOUTHWESTERN TITLE provides
TEAM NATION with prompt written notice of any such allegation, claim or
accusation of which it becomes aware, (ii) TEAM NATION shall have control
of the investigation and defense of any such allegation, claim and accusation
and of all proceedings relating thereto, and (iii) FIRST SOUTHWESTERN
TITLE shall cooperate with TEAM NATION , at TEAM NATION's
expense, in the investigation and defense of any such allegation, claim or
accusation.

         

        (b) FIRST
SOUTHWESTERN TITLE hereby agrees to defend and indemnify TEAM NATION
against any claim, action or loss arising out of any allegation, claim or
accusation,
arising from FIRST SOUTHWESTERN TITLE's negligence or willful or
reckless misconduct in the performance of its rights or obligations under
this
Agreement, provided, however, that: (I) TEAM NATION provides FIRST SOUTHWESTERN
TITLE with prompt written notice of any such allegation, claim or
accusation of which it becomes aware, (ii) FIRST SOUTHWESTERN TITLE
shall have control of the investigation and defense of any such allegation,
claim and
accusation and of all proceedings relating thereto, and (iii) TEAM NATION
shall cooperate wit.hFIRST SOUTHWESTERN TITLE, at FIRST SOUTHWESTERN
TITLE's expense, in the investigation and defense of any such
allegation, claim or accusation.

         

        7. Services to be
Provided

         

        (a) FIRST
SOUTHWESTERN TITLE hereby engages TEAM NATION to provide the
following services which are to be provided in consultation with FIRST
SOUTHWESTERN
TITLE and subject to FIRST SOUTHWESTERN TITLE's ultimate
control and approval with respect to its proposed operations in Los Angeles
and Orange counties, California. TEAM NATION is and at all times shall be
an independent contractor and not an employee of FIRST SOUTHWESTERN
TITLE. TEAM NATION shall devote and designate such persons
as it deems necessary and desirable to perform the following obligations
under
this Agreement:

        
           

          (i)
Provision of underwriting advice for consideration by FIRST SOUTHWESTERN
TITLE.

           

          (ii)
Doing any and all things which in the discretion of TEAM NATION, after
having
first received the approval of FIRST SOUTHWESTERN TITLE,
may be necessary or convenient in the administration of FIRST SOUTHWESTERN
TITLE's day-to-day operations.

           

          (iii) In
consultation with FIRST SOUTHWESTERN TITLE and upon receipt of
approval from FIRST SOUTHWESTERN TITLE, coordinating and overseeing
the preparation and posting of cash receipts and cash disbursements,
preparation of payroll, maintenance of the general ledger, preparation
of trial balances, preparation and review of budgets, preparation
of statistical reports and reconciliation of bank accounts.

           

          (iv)
Coordinating and overseeing the preparation of all TEAM NATION statements,
including, but not limited to, the annual and quarterly statutory TEAM
NATION statements, which statements shall be the sole and exclusive
responsibility of FIRST SOUTHWESTERN TITLE.

           

          (v) In
consultation with FIRST SOUTHWESTERN TITLE and following approval
from FIRST SOUTHWESTERN TITLE, coordinate and oversee the
management and supervision of the employees of FIRST SOUTHWESTERN
TITLE in the discharge of their employment obligations
to FIRST SOUTHWESTERN TITLE.

           

          (vi) Such
other general and administrative services, including, but not limited
to, the
preparation of contracts, legal Instruments and other documenu, as FIRST
SOUTHWESTERN TITLE may reasonably request in the ordinary course of
FIRST SOUTHWESTERN T1TLE's business.

           

          
            
              
              

            

            
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          (b)
Except for the matters and losses that are inclernniried by TEAM NATION under
paragraphs
5 and 6 above, It ls understood and agreed that any actions undertaken
by TEAM
NATION on behalf of FIRST SOUTHWESTERN TITLE, pursuant to the terms
of this Agreement, shall be the sole and exclusive responsibility of
FIRST
SOUTHWESTERN TITLE.

           

          (c)
Concurrently with the execution of this Apeement, and as a condition
precedent to FIRST
SOUTHWESTERN TITLE's performance of its obligations under this Agreement,
TEAM NATION when and where deemed necessary will enter into on behalf
of FIRST SOUTHWESTERN TITLE or otherwise secure an agreement with
__________ or another reputable, qualified and appropriately licensed
title company or entity to provide the following computerized research
and title
plant services for a fixed fee equal to the actual cost per file for using
such
facilities:

           

          
            (i) Title
search, including without limitation, chain of title information per
title;

             

            (ii) Tax
search, including without limitation, bonds end assessments per
file;

             

            (iii)
Copies of documents affecting each title file;

             

            (iv)
Starters on each file, when available;

             

            (v)
General Index information on all sellers, buyers and borrowers;

             

            (vi) Maps
on all files;

             

            (vii)
Court Case Opinions, when required;

             

            (viii)
Typing or keying of Tit1e Reports: .

             

            (ix)
Document fall out on all open files; and

             

            (x)
Typing of Title Policy upon closing of transactions.

             

            8. Reimbursement for Costs
Incurred - Management Fees

             

            (a) FIRST
SOUTHWESTERN TITLE shall promptly reimburse TEAM NATION for all
reasonable business expenses incurred by TEAM NATION in the performance
of TEAM NATION 's duties under this Agreement; provided that (i) each such
expenditure is of a nature to qualify as a proper deduction on the federal
and state income tax of the FIRST SOUTHWESTERN TITLE or be approved
by FIRST SOUTHWESTERN TITLE in advance, and (ii) TEAM NATION
furnishes to the FIRST SOUTHWESTERN TITLE adequate records and other
documentary evidence required by the statutes and regulations of federal
and state taxing authorities for the substantiation of such expenditures as
business
expense deductions.

             

            (b) As
compensation for the services to be performed hereunder, FIRST SOUTHWESTERN
TITLE shall pay a management fee to TEAM NATION in a sum equal
to _____________ per month. Payment of the required fee shall be made
monthly on or before the fifteenth (15th) day of the month irnrnediately
following
the month for which the fee is due, commencing on the fifteenth  (15th )
day of
the month following the first month in which TEAM NATION begins services
to FIRST SOUTHWESTERN TITLE under this Agreement, and each month
thereafter until this Agreement is terminated.

             

            
              
                
                

              

              
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            9. Obligations of FIRST
SOUTHWESTERN TITLE

             

            It is
agreed and understood by the Parties that this Agreement is made and intended to
provide FIRST
SOUTHWESTERN TITLE with certain rnanagernent services. It is recognized that the
services
to be provided by TEAM NATION are intended to assist FIRST SOUTHWESTERN
TITLE in
the conduct of a full service underwritten title company. It is further
recognized that over time
as FIRST SOUTHWESTERN TITLE matures the services to be provided by TEAM
NATION
may be reduced and ultimately eliminated. Therefore, this agreenrent is not
intended to effect
e change in, nor shall it in fact effect a change in, the ultimate
responsibility and/or control
of FIRST SOUTHWESTERN TITLE during the period of time this Agreement is in
effect.
To that end, it is understood and agreed by the Parties, tbat FIRST SOUTHWESTERN
TITLE and
not TEAM NATION, shall have the sole and exclusive control of and responsibility
for:

             

            (a) all
investments of FIRST SOUTHWESTERN TITLE;

             

            (b) all
tax obligations of FIRST SOUTHWESTERN TITLE;

             

            (c) all
corporate accounts and records of FIRST SOUTHWESTERN TITLE;

             

            (d) all
expenses of examination and related activities;

             

            (e)
government expenses and fees and expenses of trade associations;

             

            (f) all
records of business conducted by FIRST SOUTHWESTERN TITLE shall be owned
exclusively by FIRST SOUTHWESTERN TITLE;

             

            (g) all
underwriting decisions made on behalf of FIRST SOUTHWESTERN TITLE; all
claims adjustments and claims payments by FIRST SOUTHWESTERN TITLE;


             

            (h) the
collection and deposit of prerniums and charges made for title and escrow
services
performed by FIRST SOUTHWESTERN TITLE;

             

            (i) the
general operating costs of FIRST SOUTHWESTERN TITLE, including, but not
limited to leasehold sites, furniture, fixtures and equipment, advertising and
sales
promotion costs; and the employment and termination of FIRST SOUTHWESTERN
TITLE employees.

             

            10. Confidentiality

             

            TEAM
NATION understands and agrees that any files or other work product, or any copy
thereof
which is prepared by or on behalf of FIRST SOUTHWESTERN TITLE by TEAM
NATION in
the performance of its duties pursuant to this Agreement shall be and is the
property of FIRST
SOUTHWESTERN TITLE.

             

            TEAM
NATION understands and agrees that FIRST SOUTHWESTERN TlTLE's customer
lists,
market reports, internal papers and documents which may become known to TEAM
NATION
during the term of this Agreement or subsequent to its termination are solely
the property
of FIRST SOUTHWESTERN TITLE and are confidential records of FIRST SOUTHWESTERN
TITLE; further that such information extends to and includes without
limitation,
information contained or included in title and escrow files maintained by FIRST
SOUTHWESTERN
TITLE. Other than in the course of normal title and escrow business,
TEAM
NATION agrees not to disclose any such records or the information contained in
or on those
records to any other person or entity during the term of this Agreement or at
any time thereafter.

             

            11. Entire
Agreement

             

            This
Agreement constitutes the entire agreement between the Parties pertaining to the
subject matter
hereof and supersedes all prior and contemporaneous agreements, representations
and understandings
of the Parties. No supplement, modification or amendment of this Agreement
shall be
binding unless executed in writing by all of the Parties. No waiver shall be
binding unless
executed in writing by the party making the waiver. No waiver of any of the
provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not
similar, nor shall any waiver constitute a continuing waiver.

             

            12. Counterpart
Signatures

             

            This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original,
but all of which together shall constitute one and the same
instrument.

             

            
              
                
                

              

              
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            13. Sole
Benefits

             

            Nothing
in this Agreement, whether express or implied, is intended to confer any rights
or remedies
on any person other than the Parties to this Agreement and their respective
successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability
of any third persons to any party to this Agreement, nor shall any provision of
this Agreement
give any third persons any right of subrogation or action over against any party
to this
Agreement.

             

            14. Non-Assignment

             

            Neither
party may assign its rights or delegate its duties under this Agreement. Subject
to the preceding
sentence, this Agreement shall be binding on and shall inure to the benefit of
the Parties
to it and their respective heirs, legal representatives and
successors.

             

            l5. Attorneys
Fees

             

            lf any
legal action or other proceeding is brought for the enforcement of this
Agreement, or because
of an alleged dispute, breach, default or misrepresentation in connection with
any of the provisions
of this Agreement, the successful or prevailing party or parties shall be
entitled to recover
reasonable attomeys, fees and other costs incurred in that action or proceeding,
in addition
to any other relief to which it or they may be entitled.

             

            16. Applicable
Law

             

            This
Agreement shall be construed in accordance with, and governed by, the laws of
the State of California.

             

            17. Further
Assurances

             

            Each
party agrees to execute and deliver such additional documents as may reasonably
be necessary
to carry out the purpose of this Agreement.

             

            18. Partial
Invalidity

             

            Whenever
possible, each provision of this Agreement shall be interpreted in such a
manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be or become
prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the
remaining provisions of this Agreement, unless the effect of such treatment
would be inconsistent
with the overall purposes of this Agreement and deprive a party of substantial
benefits
of this Agreement.

             

            
              
                
                

              

              
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            IN
WITNESS WHEREOF, this Agreement is executed on this 24th day of October
2007.

             

            TEAM
NATION

             

            By: /s/                                                                     


            Its:
Director

             

            FIRST
SOUTHWESTERN TITLE COMPANY OF CALIFORNIA

            By: /s/                                                                     


            Its:
President

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            
              
                
                

              

              
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