EXHIBIT 10.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, ("Agreement"), is made by and between
Management Solutions International, Inc., with offices at 000 Xxxxxx Xxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and JB Toys, LLC and Raven Animation, Inc.
two wholly owned subsidiaries of Raven Moon Entertainment, Inc., (the
"Company"), (collectively the "Parties").
WHEREAS, the Company desires to develop and market products and
services offered from time to time by the Company, ("Products and Services"), to
potential customers of the Products and Services; and
WHEREAS, the Consultant is knowledgeable in the areas of business
administration, television & radio syndication, advertising, sales, travel,
website design and marketing; and
WHEREAS, the Company desires to utilize the services of the Consultant
to promote its Products and Services and to develop contacts and markets for the
Company's Products and Services.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement, the Parties hereby agree as follows:
1. Scope of Services. The Company hereby retains the Consultant to
assist the Company as an executive business advisor to the CEO of the company on
an as needed basis for general business consulting, administrative services,
syndication services, corporate website development, meetings, conventions, and
travel, and to initiate new contacts and increase sales of the Company's
Products and Services. In addition, the Company hereby retains the Consultant to
assist the Company with its publicity matters, business travel arrangements,
trade conventions, advertising of the Company's Products and Services through
placement of print ads, television and radio commercials, billboards, and public
service announcements for broadcast on television and radio at no cost to the
Company, television and radio syndication, duplication and the delivery of
promos and programs to television and radio stations, the implementation and
creation of business plans, sales of the Company's Products and Services, and
the distribution of such Products and Services, licensing and merchandising,
designs, concerts and all other company objectives on a "Non-Cost" basis and on
a "Non-Compete" basis as those terms are described herein in Paragraphs 5 and 6
of this Agreement. Consultant's expenses for advertising, travel and conventions
shall not exceed Ten Thousand Dollars ($10,000) per month or an aggregate of One
Hundred and Twenty Thousand Dollars ($120,000) for the Term of this Agreement.
2. Term, Contingency and Effective Date.
E. The Term of this Agreement is One (1) year and is subject to
the termination provisions of this Agreement.
F. This entire Agreement and the effective date of this
Agreement are contingent upon SEC approval of the Company's
S3 plan and the mutual termination of any other Consulting
Agreements between the Parties.
G. The Effective Date of this Agreement shall be the 1st day of
the first full month following SEC approval of the Company's
S3 plan and the mutual termination of any other Consulting
Agreements between the Parties.
H. Notwithstanding the foregoing, the Company shall be entitled
to terminate this Agreement for any reason at its sole
discretion upon Five (5) business days written notice, which
written notice shall be effective upon mailing by first
class mail or hand delivery accompanied by facsimile
transmission or email to the Consultant at the address and
telecopier number last provided by the Consultant to the
Company. Termination, with or without cause shall be
determined solely and exclusively by the Company for
non-performance, conflicts of interest, a violation of any
rule or regulation of any regulatory agency, the unlicensed
practice of law or any other licensed professional service,
and other neglect, act or omission detrimental to the
Company or the Company's business, material breach of this
Agreement or any unauthorized disclosure of any of the
secrets or confidential information of the Company,
dishonesty, morals or any other reason including non-cause
as determined exclusively by the CEO of the Company.
3. Compensation.
3.1 The Company agrees to register Eight Hundred and Forty Million
(840,000,000) shares of restricted stock of Raven Moon Entertainment,
Inc., ("RVNM"), in the name of Management Solutions International,
Inc. in an S3 Registration within Thirty (30) days of the acceptance
of the S3 by the SEC. The Company shall hold the restricted shares in
an escrow account until such time as they are due the Consultant under
the terms of this Agreement.
3.2 As compensation for the Consultant's services enumerated herein,
Consultant shall be entitled to receive Thirty-Five Thousand Dollars
($35,000) per month worth of free trading shares of RVNM delivered
from the escrow account. Monthly payments are due on or before the
first business day of each month. If payment is made in RVNM stock,
the Consultant shall be entitled to receive the RVNM stock based on a
Twenty-Five Percent (25%) discount from the closing per share "bid"
price on the last trading day prior to the day the Company issues the
shares.
3.3 Options. The Consultant shall have the right to purchase
Thirty-Five Thousand Dollars ($35,000) per month worth of RVNM
restricted stock at a Fifty Percent (50%) discount from the closing
per share "bid" price on the last trading day prior to the day the
Consultant exercises its Option. Should the Consultant exercise the
Option described herein, the Company shall deliver the shares to the
Consultant from the escrow account upon receipt of a check from the
Consultant. The Option shall expire after twelve (12) months. All
options will be registered in the S3 registration.
4. Confidentiality. The Consultant covenants that all information
concerning the Company, including proprietary information, which it obtains as a
result of the services rendered pursuant to this Agreement shall be kept
confidential and shall not be used by the Consultant except for the direct
benefit of the Company nor shall the confidential information be disclosed by
the Consultant to any third party without the prior written approval of the
Company, provided, however, that the Consultant shall not be obligated to treat
as confidential, or return to the Company copies of any confidential information
that (i) was publicly known at the time of disclosure to Consultant, (ii)
becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a third party.
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5. Non-Cost. The Consultant acknowledges that payments to the Consultant as
described in Paragraph 3 of this Agreement include all costs, fees and payments
due Consultant which are associated with the Services enumerated in Paragraph 1
of this Agreement. The Consultant agrees that the Company will not be
responsible for payment to the Consultant of any costs, fees or any other
additional payments associated with the Consultant's services under this
Agreement. The non-cost to the Company is subject to a limitation of Thirty
Thousand Dollars ($30,000) per month.
6. Non-Compete. The Consultant agrees that neither he nor his partners,
employees or assigns, will form a company or other entity providing similar or
the same Products and Services as the Company or enter into any other Agreements
with other entities or persons which provide the same Products and Services as
the Company for a period of two (2) calendar years following the termination of
this Agreement or any extensions thereof.
7. Independent Contractor. The Consultant and the Company hereby
acknowledge that the Consultant is an independent contractor. The Consultant
agrees not to hold himself out as, nor shall he take any action from which
others might reasonably infer that the Consultant is a partner or agent of, or a
joint venturer with the Company. In addition, the Consultant shall take no
action, which, to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.
8. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement
between the Parties, and may not be waived, amended, modified or
supplemented except by agreement in writing signed by the Party against
whom enforcement of any waiver, amendment, modification or supplement is
sought. Waiver of or failure to exercise any rights provided by this
Agreement in any respect shall not be deemed a waiver of any further or
future rights.
(b) Governing Law. This Agreement shall be construed under the laws of
the State of Florida, and the Parties agree that the exclusive jurisdiction
for any litigation or arbitration arising from this Agreement shall be in
Orlando, FL.
(c) Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that the
Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which when
taken together shall constitute one agreement.
(e) Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in
accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below. Furthermore, Raven Moon
Entertainment, Inc. acknowledges the terms of this Agreement.
(Signature Page to follow)
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Date: February 16, 2005 CONSULTANT: Management Solutions,
----------------------------- International, Inc.
/s/ Xxxx Xxxx
-----------------------------------
Xxxx Xxxx, President
Address for Notices:
000 Xxxxxx Xxxxxxx Xx.
Xxxxx 000
Xxxxxxxx, XX 00000
COMPANY:
JB Toys, LLC & Raven Animation, Inc.
two wholly owned subsidiaries of
Raven Moon Entertainment, Inc.
By: /s/ Xxxx XxXxxxxxxxx
--------------------------------
Xxxx XxXxxxxxxxx, CEO
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