Exhibit 10.5
CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") dated as of June 1, 2004, by and between
Friday Night Entertainment ("Company"), with its principal offices at ▇▇▇▇▇ ▇▇▇,
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Corduroy Films,
LLC, ("Corduroy") for the services of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), whose
address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, is made with
reference to the following facts:
RECITALS
A. WHEREAS, ▇▇▇▇▇▇▇▇ has substantial experience as a producer and
executive in the entertainment industry; and
B. WHEREAS, Company desires to utilize ▇▇▇▇▇▇▇▇'▇ experience,
knowledge and abilities, and desires to retain ▇▇▇▇▇▇▇▇ to
perform advisory and consulting services in connection with
Company's motion picture production business and ▇▇▇▇▇▇▇▇
desires to render such services subject to the terms and
conditions of this Agreement.
C. WHEREAS, Company expect to obtain financing for its motion
picture venture (the "Financing") on or before December 1,
2004, , at which time ▇▇▇▇▇▇▇▇ will sign a more formal
agreement for ▇▇▇▇▇▇▇▇'▇ exclusive services to the Company
NOW, THEREFORE, for and in consideration of the foregoing recitals and
the mutual covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Corduroy, on behalf of ▇▇▇▇▇▇▇▇, and Company agree as follows:
1. Advisory and Consulting Services.
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Company hereby retains Corduroy to provide the services of ▇▇▇▇▇▇▇▇, and
▇▇▇▇▇▇▇▇ agrees to consult with and render business and financial advice to
Company (the "Advisory and Consulting Services"), and ▇▇▇▇▇▇▇▇ hereby accepts
such appointment for a period of six (6) months commencing from the date of this
Agreement and continue through November 30, 2004 (the "Term"); provided that in
the event the Financing is closed prior to the expiration of the Term, and the
parties have entered into a new agreement for ▇▇▇▇▇▇▇▇'▇ exclusive services in
connection with the venture (the "New Agreement"), the Term shall expire upon
signature of the New Agreement, and the Monthly Consulting Fee set forth below
shall no longer be payable to Corduroy on behalf of ▇▇▇▇▇▇▇▇.
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2. Compensation and Expenses.
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(a) Advisory and Consulting Services. Company shall pay
Corduroy, on behalf of ▇▇▇▇▇▇▇▇, twenty thousand dollars ($20,000) per month for
Advisory and Consulting Services (the "Monthly Consulting Fee") during the Term.
(b) Expenses. In addition to the amounts specified in
subsection (a) above, in the event that Company request ▇▇▇▇▇▇▇▇ to travel in
excess of one-hundred (100) miles from ▇▇▇▇▇▇▇▇'▇ residence to provide Advisory
and Consulting Services, Company shall provide ▇▇▇▇▇▇▇▇ with first-class travel
and accommodations in connection with such travel. Company shall pay ▇▇▇▇▇▇▇▇
for all approved travel expenses incurred by ▇▇▇▇▇▇▇▇ where said travel is at
the request of the Company, which shall include, without limitation, the costs
of airfare, hotel, meals, entertainment and other costs related to such travel.
▇▇▇▇▇▇▇▇ shall provide Company with customary reports and/or any other
documentation (including, but not limited to, original receipts and invoices)
reasonably requested by Company to ensure deductibility of all costs and
expenses for which ▇▇▇▇▇▇▇▇ seeks payment under this Agreement.
(d) Payments. All sums due ▇▇▇▇▇▇▇▇ under this Agreement
for the Monthly Consulting Fee shall be payable on the first day of each month
of the Term. All other sums due to ▇▇▇▇▇▇▇▇ shall be paid to ▇▇▇▇▇▇▇▇ at the
address set forth above within seven (7) days after the date of receipt of
invoice from ▇▇▇▇▇▇▇▇ for such fees, costs and expenses.
3. Relationship of the Parties.
(a) The relationship of Corduroy and ▇▇▇▇▇▇▇▇ to Company
is that of an independent contractor and advisor only. Nothing contained in this
Agreement shall be construed to create the relationship of employer and employee
or principal and agent between Corduroy, ▇▇▇▇▇▇▇▇ and Company. Accordingly,
▇▇▇▇▇▇▇▇ shall not be entitled to any employee benefits, such as medical or
other health insurance, available to employees of Company. In addition, ▇▇▇▇▇▇▇▇
is not a partner or joint venturer with Company, and nothing contained in this
Agreement shall be construed so as to make such parties partners or joint
venturers or to impose any liability as such on either of them.
(b) It is understood and agreed that ▇▇▇▇▇▇▇▇'▇ duties
and obligations to Company are fully expressed by the terms hereof. As long as
▇▇▇▇▇▇▇▇'▇ other business activities or services do not cause substantial
interference with ▇▇▇▇▇▇▇▇'▇ performance of his duties under this Agreement.
4. Notices. Any notice, approval, consent, waiver or other
communication required or permitted to be given or to be served upon any person
in connection with this Agreement shall be in writing given or served by a party
or its counsel. Such notice shall be personally served, sent prepaid by
registered or certified mail with return receipt requested, or sent by
telecopier or facsimile and shall be deemed given: (i) if personally served,
when delivered to the office or residence of the person to whom such notice is
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addressed; (ii) if by mail forty-eight (48) hours following deposit in the
United States mail; or (iii) if by telecopier or facsimile, when sent. Such
notices shall be addressed to the parties at the addresses first listed in this
agreement, with a courtesy copy for Corduroy and ▇▇▇▇▇▇▇▇ to
Katten/Muchin/Zavis/Rosenman, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq..
5. Miscellaneous. This Agreement shall in all respects be subject
to and governed by the laws of the State of California applicable to contracts
executed and wholly performed in said state. This Agreement contains the full
and complete understanding and agreement between the parties with respect to the
within subject matter and supersedes all other agreements between the parties
(whether written or oral) relating thereto, and may not be modified or amended
modified or amended except by written instrument executed by the parties hereto.
All of the rights, licenses, privileges and property granted to Company under
the terms of this Agreement are irrevocable and not subject to rescission,
restraint or injunction for any reason or in any event. The headings used in
this Agreement are for convenient reference only. They shall not be used in any
way to govern, limit, modify, or construe this Agreement or any part or
provision thereof or otherwise be given any legal effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the year and date first above written.
FRIDAY NIGHT ENTERTAINMENT CORDUROY FILMS, LLC
By: s/s ▇▇▇▇▇▇▇ ▇▇▇▇ By: s/s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: CEO Its: President
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