EXHIBIT 10.2
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of April __, 2009 (this "Agreement") by and
between Red Rock Pictures Holdings, Inc., a Nevada corporation (the "Company")
and Xxxx Xxxxx (the "Consultant").
W I T N E S S E T H
WHEREAS, the Company wishes to retain Consultant to provide the Company
with certain consulting services and consultant is willing to provide such
consulting services, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:
Section 1. Retention of Consultant. The Company hereby retains and engages
Consultant, and Consultant hereby accepts such engagement, in each case subject
to the terms and conditions of this Agreement.
Section 2. Services. Consultant shall assist Company, at Company's request
with the following services: Financial and Business Management, Personnel and
Human Resources, Raising Capital, Corporate Strategy Planning and Acquisitions.
Section 3. Compensation. During the term of this agreement, the Company
agrees to pay Consultant the sum of Five Thousand and 00/100 ($5,000.00) Dollars
per month for a period of six months. In addition, the Company hereby agrees to
pay Two Thousand and 00/100 ($2,000.00) per month in travel and entertainment
expense reimbursement (the "Monthly Expense"). Such Monthly Expense must be
preapproved by the Company prior to use in order for the Consultant to receive
reimbursement.
(a) The initial payment of the Compensation shall commence upon closing of
the asset purchase agreement (the "Asset Purchase Agreement") attached hereto as
Exhibit A. The monthly payment of Five Thousand ($5,000.00) Dollars shall be
contingent on the continued third party funding as described in Section 1.3.1
(ii) and (iii) of the Asset Purchase Agreement.
Section 4. Confidentiality; Non-Competition. Consultant acknowledges that
in the course of his engagement, he will become familiar with trade secrets and
other confidential information (collectively, "Confidential Information")
concerning the Company. Consultant agrees that he shall retain the Confidential
Information in strict confidence and not disclose to any third party any or all
of the Confidential Information without the express written prior consent of the
Company. Furthermore, Consultant agrees that during the Term (as defined below)
and for a period of one year thereafter neither he nor any affiliate or family
member shall directly or indirectly, for their account or on behalf of any other
party, whether as an employer, employee, consultant, manager, member, agent,
broker, contractor, stockholder, director, officer, investor, owner, lender,
partner, joint venturer, franchisor, franchisee, licensor, licensee, sales
representative, distributor or otherwise, or through any business entity or
vehicle whatsoever: (i) conduct, advise or render services to any business
activity in competition with the Company or (ii) solicit, hire or retain any
employee or consultant of the Company or its affiliates, or persuade or entice
any employee or consultant of the Company to leave the employ of the Company or
its affiliates.
59
Consultant agrees and acknowledges that, in the event of a threatened
breach or default, or a breach or default, by the Consultant of the terms and
conditions of this Section 4 of this Agreement, the Company would be irreparably
harmed and thus will not have an adequate remedy at law. In the event of any
such breach or default the Company shall be entitled to institute and prosecute
proceedings in any federal or state court of competent jurisdiction to enforce
the specific performance of the terms and conditions of this Section 4 and to
enjoin further violations of the provisions of this Agreement. Such remedies
shall however be cumulative and not exclusive and shall be in addition to any
other remedies to which the Company may have.
Section 5. Term. This Agreement shall be for a term of six (6) months
commencing on the date hereof (the "Term").
Section 6. Indemnification.
The parties agree to indemnify and hold harmless each other and their
respective affiliates against any and all losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements
(and all actions, suits, proceedings and investigations in respect thereof and
any and all legal or other costs, expenses and disbursements in giving testimony
or furnishing documents in response to a subpoena or otherwise), including,
without limitation, the costs, expenses, and disbursements, as and when
incurred, of investigating, preparing or defending any such action, proceeding
or investigation, directly or indirectly, caused by, relating to, based upon,
arising out of or in connection with the provision of services under this
Agreement; provided, however, such indemnity agreement shall not apply to any
portion of any such loss, claim, damage, obligation, penalty, judgment, award,
liability, cost, expense or disbursement to the extent it is found by a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of a party. This indemnification shall survive the termination of
this Agreement.
Each party entitled to indemnification under this Agreement (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 6. Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and any litigation
resulting therefrom.
Section 7. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California without regard
to the conflict of law principles thereof.
60
Section 8. Entire Agreement; Amendments. This Agreement contains the entire
agreement and understanding between the parties and supersedes and preempts any
prior understanding or agreements, whether written or oral. The provisions of
this Agreement may be amended or waived only with the prior written consent of
the Company and Consultant.
Section 9. Successors and Assigns; No Assignment. This Agreement shall be
binding upon, inure to the benefit of, and shall be enforceable by Consultant
and the Company and their respective successors and permitted assigns. The
Consultant acknowledges that the services to be rendered by him under this
Agreement are unique and personal. Accordingly, the Consultant shall not assign
any of his rights or delegate any of his duties or obligations under this
Agreement.
Section 10. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed effective and given upon
actual delivery if presented personally, one business day after the date sent if
sent by prepaid telegram, overnight courier service, telex or facsimile
transmission or five business days if sent by registered or certified mail,
return receipt requested, postage prepaid which shall be addressed to the
following addresses:
If to the Company: Red Rock Pictures Holdings, Inc.
0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Reno X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (323) ___-____
If to Consultant: XxxxxxXxx.Xx, Inc.
Attn: Xxxx Xxxxx
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (212) ___-____
Section 11. Severability. If any provision of this Agreement or the
application of any provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof.
Section 12. Section and Other Headings. The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
Section 13. Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to
be one and the same Agreement.
Section 14. Independent Contractor. The Consultant shall not be entitled to
receive, and shall not receive, any other benefits of employment from the
Company, including, without limitation, disability insurance, worker's
compensation or any other benefits incidental to any employer-employee
relationship; it being the intention and agreement of the parties hereto that
61
the Consultant's relationship with the Company is that of an independent
contractor. Furthermore, this Agreement shall not be construed to create between
the Company and the Consultant the relationship of principal or agent, joint
venturers, co-partners or employer and employee, the existence of which is
hereby expressly denied by the Company and the Consultant. The Consultant shall
not be an agent of the Company for any purposes whatsoever and the Consultant
shall have any right or authority to bind the Company or create any obligations,
express or implied, on behalf of or in the name of the Company.
Section 15. No Conflicting Agreements. The Consultant represents that he is
not a party to any other agreement or arrangement which would conflict with or
interfere with the performance of his duties or obligations under this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
RED ROCK PICTURES HOLDINGS, INC.
By: ____________________________________
Name: RENO X. XXXXX
Title: President
CONSULTANT
By: ____________________________________
Name: XXXX XXXXX
Title:
62
