EXHIBIT 10.2
C O N S U L T I N G A G R E E M E N T
This Agreement is made as of August 29, 2003 by and between BLUE MOON
GROUP, INC. (hereinafter "COMPANY") with its principal office in New York
located at 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxx XX 00000 and Xxxx Xxxx ("Consultant")
with its principal office located at 0 Xxx Xxxxx, Xxxxxx Xxxxx, Xxx Xxxx 00000 .
WHEREAS, COMPANY desires to retain Consultant to perform any array of
consulting services aimed at increasing the publicity, value and business
efforts of Company;
WHERAS, Consultant is willing to perform an array of services from time
to time; and
NOW, THEREFORE, in consideration of mutual promises, covenants and
conditions contained herein, and other good and valuable consideration, the
parties heretofore hereby agree as follows:
1. Both COMPANY and Consultant warrant that they have the requisite
authority and capacity to enter into this Agreement.
2. Both Company and Consultant warrant that they are in compliance with
the terms and conditions of this Agreement and will not violate any instrument
or any other agreement which he may be a party, or any Federal and State rules
or regulations applicable to Consultant.
3. COMPANY retains Consultant, on a consulting basis, to provide the
following business development services:
(a) to review COMPANY's managerial and financial requirements;
(b) to review COMPANY budget and business plans/forecasts;
(c) to analyze COMPANY's efforts to raise capital and/or
financing; and
(d) other matters intended to increase COMPANY's public
awareness.
4. Consultant acknowledges that COMPANY routinely conducts quality
control audits to monitor compliance with applicable Federal and State laws and
regulations. In this light, Consultant agrees to cooperate with COMPANY in such
audits and to submit all relevant documentation in the possession of Consultant
when requested by COMPANY for the purpose of performing the aforementioned
audits.
5. This Agreement shall be for a term of one year (1) year and shall
renew for an additional like period unless terminated by either party with sixty
(60) days notice to the non-terminating party prior to that term's cancellation.
Consultant will be entitled to collect the requisite fees as provided for under
this Agreement, notwithstanding the cancellation of this Agreement.
6. (a) Upon execution of this Agreement COMPANY shall transfer to
Consultant, as compensation for Consultant's yearly services as under this
Agreement, 100,000 shares of COMPANY free-trading common stock ("Stock"), the
Stock containing no restrictions.
7. It is expressly understood and agreed that this Agreement does not
create any agency and/or employment relationship as between Consultant and
COMPANY. As such, Consultant shall be deemed an independent contractor, and,
except as provided herein, shall have no authority to act on behalf of COMPANY.
8. This Agreement constitutes the entire understanding concerning the
subject matter contained herein and supersedes any prior or contemporaneous
representations and/or agreements not contained herein as to such subject
matter.
9. This Agreement may not be amended and/or modified in any manner
unless such amendment and/or modification is in writing signed by both COMPANY
and Consultant.
10. This Agreement and the obligations, rights and remedies of the
parties hereto are to be construed in accordance with and governed by the laws
of the State of New York.
11. If any provision of this Agreement shall be held invalid or
unenforceable for whatever reason, the remainder of this agreement shall not be
affected thereby and every remaining provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
12. Company recognizes that Consultant now renders, and may continue to
render financial consulting services and other investment banking services to
other entities which may or may not conduct business and activities similar to
those of Company. In this light, as the subject Agreement is non-exclusive,
Consultant shall not be required to devote his full-time, effort and attention
to the performance of his duties under this Agreement, but shall devote only so
much of his time, effort and attention, i his own discretion, as is deemed
reasonable.
13. All notices or correspondence shall be delivered personally or by
certified or registered U.S. mail, postage prepaid, addressed to the respective
parties at the addresses set forth below:
COMPANY: BLUE MOON GROUP, INC.
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx XX 00000
Attn.: Xxxxxxx Xxxxx, Chief Executive Officer
CONSULTANT: Xxxx Xxxx
0 Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx 00000
14. All provisions of this Agreement shall inure to the benefit of
COMPANY and its respective successors and assigns.
15. If any controversy or dispute shall arise between the parties
hereto in connection with, arising from, or in respect to this Agreement and if
such controversy or dispute shall not be resolved within thirty (30) days after
the same shall arise, then such dispute or controversy shall be submitted for
arbitration to the New York, New York office of the American Arbitration
Association in accordance with its commercial rules then in effect. Such
proceeding shall be conducted in New York, New York. Any such dispute or
controversy shall be determined by a panel of three (3) arbitrators. Such
arbitrators may award any relief which he/she shall deem proper in the
circumstances, without regard to the relief which would otherwise be available
to either party hereto in a court of law or equity, including with limitation an
award of money damages (including interest on unpaid amounts, calculated from
the due date of any such amount, at a rate per annum determined by said ar!
bitrators, specific performance, injunctive relief and attorney's fees. The
award and findings of the majority of such arbitrators shall be conclusive and
binding upon the parties thereto, and judgment upon such award may be entered in
any court of competent jurisdiction. Any party against whom an arbitrators'
award shall be issued shall not, in any manner, oppose or defend against any
suit to confirm such award, or any enforcement proceedings brought against any
such party, whether within or outside of the Untied States of America, with
respect to any judgment entered upon the award, and such party hereby consents
to the entry of judgment against it, in the full amount thereof, or other relief
granted therein, in any jurisdiction in which such enforcement is sought. The
party against whom the arbitrators' award is issued shall pay the fees of the
arbitrators.
16. Company agrees to reimburse Consultant for reasonable documented
expenses incurred by Consultant in connection with the services performed by
consultant as under this Agreement.
17. (a) COMPANY agrees to indemnify and hold harmless Consultant, and
its officers, employees and agents from any and all losses, claims, damages,
liabilities and expenses incurred (including reasonable attorneys' fees and
disbursements) that result from the bad faith, gross negligence or unauthorized
representations of Company.
(b) Consultant agrees to indemnify and hold harmless COMPANY, its
officers, employees and agents from any and all losses, claims, damages,
liabilities and expenses incurred (including reasonable attorneys' fees and
disbursements) that result from the bad faith, gross negligence or unauthorized
representations of Company.
(c) Each person or entity seeking indemnification hereunder shall
notify the other party as applicable and shall not pay settle and/or acknowledge
liability under any such claim without the consent of the indemnifying party.
The scope of the indemnification, as stated under this section, is limited to
transaction and/or performances performed and/or contemplated pursuant to this
Agreement.
18. Consultant shall be deemed an independent contractor, and, except
as provided herein, shall have no authority to act on behalf of COMPANY.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written:
COMPANY CONSULTANT
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxx
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Xxxxxxx Xxxxx, Chief Executive Officer Xxxx Xxxx
BLUE MOON GROUP, INC.
