EXHIBIT 10.6
NON-REFUNDABLE RETAINER AGREEMENT
XXXXX X. XXXXXX, P.L.
Dear Xx. XxXxxxxxxxx:
I am pleased that Raven Moon Entertainment, Inc. wishes to engage my firm to
perform legal services for you in the entertainment field. From my experience, I
have found that my clients appreciate a xxxxx and open discussion and
understanding of the services I will perform and the basis upon which they will
be expected to pay for these services. This letter is intended to set forth our
understanding as to the nature and scope of the legal services I have agreed to
render for you, the amount of my fees for these services, and the manner in
which my fees for these services shall be determined and the terms upon which
you will make payment of these fees.
1. Legal Services Included. You have engaged me to perform legal services for
you in the following areas: Entertainment Law; contract and legal document
drafting and review; Copyright Law; Trademark Law; licensing; Corporate
Law; and Appellate Practice (if necessary).
2. Legal Service Excluded: All of, but not limited to, the following legal
services shall be excluded by us under the agreement. I will not offer
legal services pertaining to: litigation, taxation, probate, securities
work, divorce, criminal matters and other areas outside my areas of
expertise.
3. Fees for Services. You agree to register One Hundred and Twenty Million
shares of Raven Moon Entertainment, Inc., ("RVNM"), stock in the name of
Xxxxx X. Xxxxxx, P.L within Thirty (30) days of Raven Moon's approval from
the SEC to make the S3 registration to cover the non-refundable retainer
fee and Options for the first year of this Agreement. Raven Moon shall hold
this stock in an escrow account. You have agreed to pay as compensation for
my professional services, a minimum non-refundable retainer fee of Ten
Thousand Dollars ($10,000.00) per month payable on or before the first day
or each month for a period of three years beginning on April 1, 2005, for
which you will receive a credit toward my hourly rates each month. Each
monthly payment may be made in cash or free trading shares of RVNM at a
Twenty-Five Percent (25%) discount of the "bid" price as determined on the
preceding business day of the stock's issuance. In addition, you agree to
give me the right to purchase Ten Thousand Dollars ($10,000) worth of free
trading RVNM stock each month during the term of this Agreement at a Fifty
Percent (50%) discount of the "bid" price as determined on the preceding
business day of my exercise of the Option. All Options shall be registered
in the S3 registration. Should I exercise the Option described herein,
Raven Moon shall deliver the shares to me from the escrow account upon
receipt of a check from me. You realize this retainer is only a minimum fee
and that additional fees may be charged. For instance, if in any given
month I exceed Eighty (80) hours of legal services on your behalf at the
discounted regular rate of $125.00 per hour (or any combination of rates
exceed the minimum non-refundable retainer fee), the excess hours will be
invoiced along with any fees or costs due on the first of each month. It is
my practice to compute not less than two tenths (2/10ths) of an hour for
each telephone call and service rendered on your behalf no matter how short
its duration as well as any additional time that may actually be expended.
You fully understand that you will be billed on a discounted hourly basis,
at the regular hourly rates established from time to time for attorneys,
law clerks and paralegals as the same may be from time to time revised.
Xxxxx X. Xxxxxx, Esq. regular hourly rate . . . . . . . . .$125.00
Xxxxx X. Xxxxxx, Esq. Copyright and Trademark hourly rate .$200.00
Xxxxx X. Xxxxxx, Esq. Appellate Practice . . . . . . . . . $350.00
Paralegals, Law Clerks . . . . . . . . . . . . . . . $45.00 to $90.00
When hourly billing rates change, I do not customarily notify our clients
of the change.
You also understand that it is not possible to determine the total amount
of attorney's fees at this time.
5. Costs. In connection with our representation of you, we anticipate that
certain expenses may be incurred and advanced on your behalf. These
expenses may include filing fees, recording costs, out of town travel
expenses, delivery charges, long distance telephone charges, photocopies,
special research charges, court costs (such as filing fees, newspaper
publication, recording fees, etc.) and word processing computer charges. In
addition to our fees for legal services, you agree to pay us for such
out-of-pocket expenditures plus sales tax if required by Florida law. In
the event that unusually large costs or advances are anticipated, we
reserve the right to require a cost deposit from you prior to undertaking
the expenditure of funds on your behalf.
6. Payment of Fees and Costs. You understand that you will be billed monthly
for the time spent on you matter in excess of the monthly retainer fee and
for expenses incurred on your behalf plus applicable sales tax. You agree
to pay each monthly xxxx within ten (10) days of receipt. If you have a
disagreement about the amount of the xxxx, you must advise us in writing
within ten (10) days; otherwise, you agree to the amount of the xxxx to the
date of the billing statement. You agree that the entire attorney's fee,
expenses and taxes are the personal responsibility of each person and firm
signing this agreement severally and jointly.
7. Non-Payment of Fees and Costs. Unless we and you reach another agreement
regarding the payment of fees, costs and sales tax, you understand that
non-payment of any invoice for fees, costs and sales tax which is rendered
to you in accordance with the terms of this letter will constitute a
default by you and we may, in our sole discretion (subject to court
approval if necessary), cease to provide legal service to you. You will,
however, be liable to us for payment of any fees earned and any costs
incurred by us to that time, plus applicable sales tax.
You further agree that we shall have the right to withdraw from
representing you if you do not make payments required by this agreement, if
you have misrepresented or failed to disclose a material fact to us, or if
we disagree about the course of action which should be pursued by you. In
any of these events, you agree to execute such documents as will permit us
to withdraw.
In the event we are ultimately required to bring suit to collect any unpaid
fees, costs and sales tax, you understand that you will be required to pay
reasonable attorney's fees as well as legal interest on the amount of any
fees or costs due us. You further understand that we have the right to
retain any and all files, papers and other property coming into our
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possession in connection with our engagement, without any liability to you
until we have been paid all costs, fees, interest and sales tax due us
under this agreement. You also agree to the imposition of a charging lien
for any monies due us on all real property that is preserved, protected or
obtained as a result of the representation undertaken herein.
8. Conflict of Interest. As an attorney I am required to disclose to you any
conflicts of interest which may arise affecting my representation of Raven
Moon. At this time, we agree that there are no known conflicts of interest
relating to my representation of Raven Moon. From time to time, all
possible conflicts which may arise in the future will be discussed in a
timely manner.
9. Commencement of Representation. If the foregoing is agreeable to you,
please acknowledge your understanding and agreement by signing this letter
and delivering it to us, together with payment of the retainer set forth
above, and we shall commence our representation.
We appreciate your confidence in our firm and we assure you that we shall make
every effort to perform our services in a prompt and efficient manner.
Sincerely,
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Esq.
Manager/Director, Xxxxx X. Xxxxxx, P.L.
ACCEPTED AND AGREED TO
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx
Date: February 16, 2005
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