ex_msa.htm


    Exhibit 10.1

     

     

    
      MANAGEMENT SERVICES
AGREEMENT

      


      This
Management Services Agreement (the "Agreement") is entered into as of May 18,
2010 (the "Effective Date"), by and between World Wide Premium Packers, Inc., a
Colorado corporation (the "Company"), and Accredited Members Holding
Corporation, a Colorado corporation ("AMHC"). The Company and AMHC are referred
to collectively herein as the "Parties."

      


      WHEREAS,
the Company desires to retain AMHC to provide management services to the Company
in order to minimize the Company’s overhead, and AMHC desires to provide such
services, in the manner and for the consideration set forth herein.

      


      Now,
therefore, in consideration of the obligations and covenants contained herein,
the Parties agree as follows:

      


      1.  Engagement of AMHC.
The Company hereby engages AMHC, and AMHC hereby accepts such engagement, upon
the terms and conditions set forth in this Agreement.

      


      2.  Term/Termination.

      


      (a)  Term. This Agreement
will commence upon the Effective Date and terminate 12 months from the Effective
Date (the "Term") or earlier pursuant to Section 2(b). The Term will be
automatically renewed for successive six month periods, unless either party
provides thirty days advance written notice of non-renewal.  AMHC is
also required to give notice to the Company thirty days prior to the renewal due
to potential leadership changes in AMHC or the Company’s Directors &
Officers.

      


      (b)  Termination. Either
party may terminate this Agreement by written notice to the other party if the
other party is in material breach of any provision of this Agreement, and such
breach is not cured to the reasonable satisfaction of the non-breaching party
following 10 business days written notice of such material breach to the other
party.  If no breach occurs, then this Agreement may only be
terminated upon the mutual written consent of the Company and AMHC.

      


      (c)  Effect of
Termination. The Company's obligation to make payments hereunder shall
cease upon the termination date, except that the Company shall pay AMHC all
expenses AMHC incurred pursuant to Section 6 herein and fees earned prior to the
termination date.

      


      3.  Management Services.
During the Term, AMHC agrees to provide the following services to the Company
(all of such services and any additional services as shall be mutually agreed
upon from time to time by the Company and AMHC, the "Services"):

      


      (a)  Management Services.
AMHC shall provide the senior management employees plus all support staff
necessary for such senior management (the "AMHC Employees"). The AMHC Employees
shall perform all services that would customarily be expected of the Company's
senior management team, including, but not limited to, strategy, finance,
shareholder relations, capital raising, accounting, business development,
provider development, sales and marketing, insurance, contracting and other
business matters.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Human Resources. AMHC
shall provide the Company with the benefits of its human resources expertise and
experience, including, without limitation, management and employee training and
payroll processing, including the processing of payroll taxes.

      


      (c)  Accounting and Financial
Controls. AMHC shall establish and administer all accounting and
financial procedures, controls and systems relating to the business or financial
affairs of the Company, including, as may be directed by the Company’s Board,
any filings in connection with registration of the Company’s securities with the
Securities and Exchange Commission or any state regulatory authorities. AMHC
shall perform all bookkeeping and accounting functions; establish and maintain
all records required by law and by generally accepted accounting principles;
prepare and file all tax returns and handle all tax-related matters; prepare,
submit to the Company's Board of Directors for approval and implement the annual
operating and capital budgets of the Company; and, perform, manage and/or
coordinate any audits with respect to the Company. AMHC shall provide interim
financial reporting with a minimum of monthly reporting in Year 1 of this
agreement, going to a minimum of not less than quarterly thereafter regarding
the Company's operations as shall be requested by the Company's Board of
Directors from time to time.

      


      (d)  Corporate, Administrative
and General Overhead. AMHC shall coordinate and manage all corporate,
administrative and general overhead services, including shareholder and investor
relations.  Specifically AMHC shall manage the Company’s relationship
and agreement with Ascendant Partners, Inc. AMHC Employees shall conduct all
road shows relating to capital raising efforts or investor relations matters,
whether involving private placement or public offering. Additionally, if
directed by the Company’s Board, AMHC will prepare any filings in connection
with registration of the Company’s securities necessary or appropriate under
federal and state law. Subject to the approval of the Company’s Board, AMHC
shall coordinate and manage all legal matters of the Company.

      


      (e)  Sales and Marketing.
AMHC shall coordinate and manage all sales and marketing activities to include
the oversight of Ascendant Partners agreements or other Third Party operating
agreements executed on behalf of the Company, subject to the approval of the
Company’s Board. AMHC shall provide all phone support for sales of the Company
products, including reception and customer service.

      


      (f)  Miscellaneous. AMHC
shall provide to the Company such other services and benefits as the parties
hereto shall mutually agree from time to time.

      


      4.  Fees. The Company
will pay AMHC a monthly fee (the "Management Fee") equal to $75,000 per month
for the Services, payable on the 15th of
each month for such month’s services  or if such date is not a
business day on the next business day thereafter (any such date, a "Payment
Date"). The Management Fee shall be pro-rated in the event that the Services are
not performed during any part of any such thirty day period. Any undisputed
monthly Management Fee not paid when due shall bear interest at the rate of 12%
per annum from the due date until paid in full assuming the seed round is
closed.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.  Reimbursement of
Expenses. The Company shall reimburse AMHC for all ordinary and
reasonable expenses incurred by AMHC and its officers, employees,
representatives or agents (collectively, the "AMHC Affiliates") during the term
of this Agreement in connection with the Services, including but not limited to
expenses for travel, lodging and dining, provided that such expenses are in
accordance with the Company's policies for its own employees and reasonably
documented and as limited by a budget amount designated by the Company’s Board
of Directors. The Company's Board of Directors shall determine, in its sole
discretion, which expenses shall require the approval of a designated
representative of the Board prior to being incurred. The Company shall reimburse
AMHC for such expenses within thirty days after the Company's receipt from AMHC
of an invoice itemizing such expenses and all appropriate supporting
documentation. Any undisputed expense reimbursement not paid when due shall bear
interest at the rate of 12% per annum from the due date until paid in full
assuming the seed round is closed.

      


      6.  Ownership of Work Product;
Confidentiality.

      


      (a)  Work Product Defined.
The term "Work Product" means any and all ideas, licenses, processes,
trademarks, service marks, inventions, technology, computer programs, original
works of authorship, designs, formulas, discoveries, patents, copyrights, and
all improvements, rights, and claims related to the foregoing that are
conceived, developed, or reduced to practice by AMHC and/or the AMHC Affiliates
alone or with others solely in the performance of work under this
Agreement.

       
 

      (b)  Disclosure. AMHC
agrees to maintain adequate and current written records on the development of
all Work Product and to disclose promptly to the Company all Work Product and
relevant records, which records will remain the sole property of the
Company.

      


      (c)  Assignment. AMHC
hereby assigns to the Company, without further consideration, its entire right,
title, and interest (throughout the United States and in all foreign countries),
free and clear of all liens and encumbrances, in and to each Work Product, which
shall be the sole property of the Company, whether or not patentable. In the
event any Work Product shall be deemed by the Company to be patentable or
otherwise registrable, AMHC shall assist the Company (at the Company's expense)
in obtaining letters patent or other applicable registrations thereon and shall
execute all documents and do all other things (including testifying at the
Company's expense) necessary or proper to obtain letters patent or other
applicable registrations thereon and to vest the Company, or any affiliated
company specified by the Company, with 111 title thereto. Should the Company be
unable to secure AMHC's signature on any document necessary to apply for,
prosecute, obtain, or enforce any patent, copyright, or other right or
protection relating to any Work Product, whether due to mental or physical
incapacity of an AMHC Affiliate or any other cause, AMHC hereby irrevocably
designates and appoints the Company and each of its duly authorized officers and
agents as AMHC's agent and attorney in fact, to act for and in AMHC's behalf and
stead and to execute and file any such document, and to do all other lawfully
permitted acts to further the prosecution, issuance, and enforcement of patents,
copyrights, or other rights or protections with the same force and effect as if
executed and delivered by AMHC.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  AMHC
agrees and acknowledges that AMHC and the AMHC Affiliates have been and will be
provided with proprietary information of the Company. "Proprietary Information"
includes, but is not limited to, oral or written information related to the
Company 's products or services as well as trade secrets, computer software,
flow charts, manuals and documentation, databases, accounting and business
methods, designs, technology, know-how, processes, formulas, compositions, data,
techniques, improvements, inventions, new developments, methods and procedures
(whether patentable or not and whether or not reduced to practice), works of
authorship, other copyrightable works, business and product development plans,
fees, costs and pricing structures, analyses, drawings, photographs and reports,
customers and clients and customer or client lists and other information
concerning the Company's actual or anticipated business, research or
development, or which is received in confidence by or for the Company from any
other person. As a condition to being furnished such Proprietary Information,
AMHC agrees that any such information will be used solely for the purpose of
performing the Services, and that such information will be kept confidential by
AMHC and the AMHC Affiliates. If AMHC or any of the AMHC Affiliates are
requested to disclose any Proprietary Information, AMHC shall promptly notify
the Company to permit the Company to seek a protective order or take other
appropriate action. AMHC shall also cooperate in the Company's efforts to obtain
a protective order or other reasonable assurance that confidential treatment
shall be accorded the Proprietary Information. If, in the absence of a
protective order, AMHC or any of the AMHC Affiliates are compelled as a matter
of law to disclose any Proprietary Information, AMHC shall use reasonable best
efforts to obtain confidential treatment therefore. Upon the Company's written
request, AMHC shall redeliver to the Company all notes, computer files and other
electronic media of any kind whatsoever and any other material containing or
reflecting any Proprietary Information (whether prepared by the Company, AMHC or
any of the AMHC Affiliates, or otherwise) and will not retain any copies,
extracts or other reproductions in whole or in part of such written material.
All files, documents, memoranda, notes and other records whatsoever prepared by
you or for you based on the information in the Proprietary Information shall be
destroyed, and such destruction shall be certified in writing to the
Company.

      


      (e)  AMHC
agrees to provide adequate backups (i.e. electronic computer storage) of all of
the Company’s Work Product Defined properties, Proprietary Information and all
other items deemed of value by the Company (as requested).

      


      (f)  AMHC
agrees that the Company would suffer irreparable harm from any breach by AMHC or
any of the AMHC Affiliates of this Section 6, that money damages may not be an
adequate remedy for a breach of Section 6, and that the Company will be entitled
to specific performance and injunctive relief as remedies for any violation.
AMHC consents to the personal jurisdiction in any action brought in any court,
state or federal, within the state of Colorado having subject matter
jurisdiction in the matter.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.  Standard of Care; Liability
of AMHC. AMHC and the AMHC Affiliates shall use their best efforts to
perform the Services in a professional manner consistent with industry standards
and to the reasonable satisfaction of the Company's Board of Directors. Neither
AMHC nor the AMHC Affiliates shall be liable to the Company for any error of
judgment or mistake of law or any loss or damage arising from any act or
omission of AMHC or any of such persons in the performance of its or their
obligations hereunder, unless such loss or damage is the result of willful
misconduct or gross negligence.

      


      8.  Indemnity.

      


      (a)  Except as
prohibited by law, each party shall indemnify and hold harmless the other party
and its members, managers, directors, officers, employees, representatives and
agents (each being an "Indemnified Party”) from and against any and all losses,
claims, actions, proceedings, damages and liabilities (joint or several), costs
or expenses (including reasonable attorneys' fees and expenses) (each, a "Loss,"
and, collectively, the "Losses") to which such Indemnified Party may become
subject under any applicable law or as a result of any claim made by any third
party or otherwise (a "Claim"), relating to, arising out of or in any way
connected with the Services or any breach of this Agreement by the Company, in
the case of indemnification of AMHC and its Indemnified Parties, and in the case
of the Company and its Indemnified Parties, arising out of or in any way
connected with the gross negligence or willful misconduct of AMHC or any of the
AMHC Affiliates or AMHC 's breach of this Agreement.

      


      (b)  The
Company will have the option to assume the defense of a Claim, and, if it elects
not to assume the defense, will reimburse any Indemnified Party for all Losses
as they are incurred including Losses which are incurred in connection with the
investigation of, preparation for or defense of any pending or threatened claim
or action or proceeding, or any action or proceeding arising there from
(regardless of whether or not such Indemnified Party has been formally named a
party to such claim, action or proceeding).

      


      (c)  Without
the prior written consent of the other party, which consent shall not be
unreasonably withheld, the other party shall not enter into any settlement of a
lawsuit, claim or other proceeding relating to or arising out of the
Services.

      


      (d)  If this
Section 8 or any portion thereof is invalidated on any grounds by any court of
competent jurisdiction, the Company or AMHC, as the case may be, shall
nevertheless indemnify any person entitled to indemnification hereunder as to
any Losses, paid or incurred by such person in connection with any actual,
pending or threatened claim or action to the fullest extent permitted by any
applicable portion of this Section 8 that is not invalidated and/or to the
fullest extent permitted by applicable law.

      


      (e)  Each of
the parties agrees that it will not make under any circumstances, and that it
will not cause its affiliates to make under any circumstances, any claim against
the other party for any wrongful conduct (whether the claim therefore is based
on contract, tort or duty imposed by law) in connection with, arising out of or
in any way related to, the transactions contemplated by the relationship
established by this Agreement, or any act, omission or event occurring in
connection therewith.

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.  Warranty Against Prior
Existing Restrictions. AMHC warrants and represents to the Company that
neither AMHC nor any of the AMHC Affiliates is a party to any agreement
prohibiting or restricting the performance of the Services required hereunder or
pertaining to the use or disclosure of any information which directly or
indirectly relates to the Company's business or the services to be performed
hereunder. AMHC has not and will not use the confidential or proprietary
information of any person or entity in performing the Services.

      


      10.  Survival. The
provisions of Sections 6, 7 and 8 shall survive termination of this
Agreement.

      


      11.  Independent
Contractor. AMHC is an independent contractor and is not an agent or
employee of, and has no authority to bind the Company by contract or otherwise.
AMHC will perform the Services under the general direction of the Company, but
AMHC will determine, in AMHC's sole discretion, the manner and means by which
the Services are performed, subject to the requirement that AMHC shall at all
times comply with applicable law as well as the Company’s Policies. Neither AMHC
nor any of the AMHC Affiliates are entitled to any of the benefits that the
Company provides its employees including but not limited to vacation, sick
leave, health insurance, life insurance, participation in Company's stock option
plan, other than as may be set forth herein. Unless expressly authorized in
writing by the Company, AMHC shall not contract for or incur any obligations in
the name of, or for the account of, the Company, accept payment from any party
of any obligation due the Company, or make any representation, guaranty or other
agreement relating to the business of the Company. AMHC shall secure any and all
licenses and permits required by it to perform services hereunder and shall
comply with all ordinances, laws, orders, rules and regulations pertaining to
the services provided hereunder. AMHC shall be solely responsible for and shall
make proper and timely payment of (i) any taxes as a result of payments made to
AMHC or any of the AMHC Affiliates by the Company and (ii) withholding taxes
relating to wages and other benefits paid to AMHC or any of the AMHC
Affiliates.

      


      12.  Insurance. AMHC is
solely responsible for securing and maintaining workers ' compensation
insurance, if legally required, for its employees. AMHC, through AMHC or its
affiliates, will obtain for itself and the AMHC Affiliates before providing any
of the Services, at its own expense, any comprehensive General Liability
insurance coverage for projects covered by this Agreement that the Company deems
necessary.

      


      13.  Notices. All notices,
requests, demands, claims, and other communications hereunder shall be in
writing. Any notice, request, demand, claim or other communication hereunder
shall be delivered personally to the recipient, delivered by United States Post
Office mail or nationally recognized overnight courier, by confirmed facsimile
to the intended recipient at the facsimile number set forth therefore below
(with hard copy to follow), or sent to the recipient by reputable express
courier service (charges prepaid) and addressed to the intended recipient as set
forth below:

       

      if to
AMHC:

      


      Accredited
Members Holding Corporation

      7660
Goddard Street, Suite 100

      Colorado
Springs, CO 80920

      Attention:
Kent Kiefer, Chief Executive Officer

      


      if to the
Company:

      


      World
Wide Premium Packers, Inc.

      15975
Winding Trail Road

      Colorado
Springs, CO 80908

      Attention:
JW Roth, Chief Executive Officer

      


      or to
such other address as the Party to whom notice is to be given may have furnished
to the other party in writing in accordance herewith. Any such communication
shall be deemed to have been duly given and received (i) when delivered, if
personally delivered, (ii) the business day sent if sent by confirmed facsimile,
(iii) the next business day following the date sent if sent or sent by overnight
courier and (iv) on the fifth business day following the date posted if sent by
mail.

      


      14.  Entire Agreement.
This Agreement contains the complete and exclusive expression of the agreement
between the Company and AMHC with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, oral or written,
between the Company and AMHC with respect hereto.

      


      15.  Assignment. This
Agreement shall not be assigned by any party without the consent of the other
party.

      


      16.  Benefits of
Agreement. The terms and provisions of this Agreement shall be binding
upon, and will inure to the benefit of, the Parties and their respective
successors and permitted assigns.

      


      17.  Amendments and
Waivers. The terms and provisions of this Agreement shall not be
modified, altered or otherwise amended, except pursuant to a writing signed by
the parties. Any waiver by either party of a breach of any provision of this
Agreement by the other party shall be in writing and shall not operate or be
construed as a waiver of any other or subsequent breach by such other
party.

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      18.  Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Colorado, without giving effect to conflicts of law principles. The
parties hereby agree that any dispute or controversy arising out of or relating
to this Agreement shall be settled by arbitration by a single arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association from time to time in force. The hearing on any such arbitration
shall be held in the Denver, Colorado area. Any party may submit any dispute to
arbitration by giving written notice to the other party to such dispute. Within
twenty (20) business days after receipt of such notice, the parties shall
mutually select an arbitrator. If the parties shall fail to reach agreement on
an arbitrator, any party may request the American Arbitration Association to
appoint the arbitrator (the agreed upon or appointed arbitrator, the
"Arbitrator"). The Arbitrator may award the prevailing party (in the arbitration
or in the court proceeding, as applicable) reasonable attorneys' fees, expert
and nonexpert witness costs and expenses, and other costs and expenses incurred
in connection with the arbitration, and the fees if the Arbitrator determines
that a claim was not brought or prosecuted in good faith. The costs of the
Arbitrator shall be borne by the nonprevailing party unless, in either case, the
Arbitrator or the court, as the case may be, for good cause determines
otherwise.

       

      19.  Force Majeure.
Neither party shall be held liable or responsible to the other party nor be
deemed to have defaulted under or breached this Agreement for failure or delay
in fulfilling or performing any term of this Agreement (other than non-payment)
when such failure or delay is caused by or results from causes beyond the
reasonable control of the affected party, including, but not limited to, fire,
floods, embargoes, war, acts of war (whether war be declared or not),
insurrections, riots, civil commotions, strikes, lockouts or other labor
disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority or the other party.

      


      20.  Headings. Section
headings are used for convenience only and shall in no way affect the
construction of this Agreement.

      


      21.  Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Facsimile signatures on this Agreement shall be valid.

      


      


      IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by
their respective authorized representatives as of the Effective
Date.

       

      
        
          	 	
                  AMHC

                   

                  ACCREDITED MEMBERS HOLDING
      CORPORATION, a Colorado corporation

                	 
	 	 	 
	
                   

                	/s/ Kent
      Kiefer	 
	 	By:   Kent
      Kiefer, Chief Executive Officer	 
	 	 	 
	 	 	 


        

      

       

       

      
         

        
          
            	 	
                    THE
      COMPANY

                     

                    WORLD
      WIDE PREMIUM PACKERS, INC., 

                    a Colorado
      corporation

                  	 
	 	 	 
	
                     

                  	By: 
      JW Roth	 
	 	Name: 
      JW Roth, Chief Executive Officer