EXHIBIT 99.3
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INTERIM MANAGEMENT SERVICES AGREEMENT
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THIS AGREEMENT is entered into with an effective date of March 27, 2001, by
and between Raven Moon International, Inc., a Florida corporation, with
principal offices located at 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000 (Company), and Xxxxxx-Xxxxxx (HR) (Xxxxxx X.
Xxxxxx, whose address is 00000 Xxxxxxxx Xxxxx; Xxx Xxxxx, XX; 92131 and
Xxxxx Xxxxxx) This agreement supersedes any and all previous agreements
between such parties.
WHEREAS, Company is a "public" company engaged in the development,
production, distribution, and exploitation of television properties and
other entertainment projects;
WHEREAS, HR is an entertainment industry partnership with extensive
experience, contacts, and credentials in the television and consumer
products industries;
WHEREAS, both HR and Company are in agreement with respect to the terms and
conditions under which HR shall provide full-time management services to
the Company; and
WHEREAS, the parties wish to reduce to writing the terms and conditions of
such agreement.
NOW, THEREFORE, and in consideration of the mutual promises and agreements
herein contained and intending to be legally bound, the parties, for
themselves, and their heirs, successors, personal representatives, and
assigns hereby agree as follows:
1. Interim MANAGEMENT SERVICES:
Company agrees to engage HR, and HR hereby accepts such engagement upon the
terms and conditions hereinafter set forth. HR shall work under the
direction of Company's Chairman and CEO and with other executives and
outside consultants and advisors as necessary. The specific services for
which HR is being engaged shall include the following:
(a) Provide the Company's Chief Executive Officer services in support of
the public and private fundraising activities for the Company;
(b) Direct the design, development and market research and planning of the
Company's current television properties, specifically Xxxx D's Kids
Club; and that of HR-developed television properties;
(c) Establish third party relationships with Company's advertising,
distribution, and broadcast partners;
(d) Prepare a plan under which the company can generate maximum revenues
from its entertainment properties;
(e) Undertake any other activities as they may be required from time to
time that are aimed toward helping the Company achieve its broader
objectives.
Notwithstanding the fact that the Company's Chairman and CEO shall have the
final word on all major business decisions affecting the Company, HR will
be granted reasonable authority and responsibility to conduct day-to-day
management activities customary to companies involved in the production and
distribution of entertainment projects.
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2. Interim Management Services TERM:
This Agreement shall be deemed to have commenced as of the March 1, 2001
and shall continue for an initial term of three (3) months, ending June 1,
2001. Company shall have an additional one (1) month option through July 1,
2001. Following, the expiration of the initial term, HR and the Company
expect to enter into a full-time Employment agreements with the principals
of HR (Hacker and Xxxxxx).
3. Fees and PAyment schedule:
(a) Fees: HR's fees in section 3(b), below shall be guaranteed in total
and paid according to the schedule outlined below. HR's fees in the
one (1) month option period are not included in the guarantee and are
paid at the discretion of the company.
(b) Payment Schedule:
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$18,750.00 Upon Signing
$18,750.00 April 15, 2001
$15,000.00 May 1, 2001
$15,000.00 May 15, 2001
$22,500.00 June 1, 2001
Option Schedule:
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$25,000.00 April 15, 2001
$25,000.00 May 15, 2001
(c) Expenses: HR shall be reimbursed on a timely basis for reasonable
travel and entertainment expenses and other costs incurred in
connection with Company's business hereunder upon submission of
evidence, satisfactory to the Company, of the incurrence and purpose
of each such expense.
4. EXTENT OF SERVICES:
(a) HR shall devote full working time, attention and energies to the
business of Company, but this shall not be construed as preventing HR
from investing their personal time or assets in such form or manner as
HR sees fit as long as they will not conflict with the duties,
responsibilities sections under this agreement.
(b) HR's principal activities will be conducted out of Southern
California. Notwithstanding this provision, HR will routinely conduct
activities and maintain a limited presence in the Orlando, Central
Florida area, where the principal headquarters of Company currently
are located.
5. NONDISCLOSURE:
During the term of HR's interim management services agreement with Company,
and thereafter, HR shall not depart any information to third parties
considered by Company to be confidential or proprietary.
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6. GUARANTEE and Termination Provisions.
(a) Guarantee by Company; all payments outlined in section 3 (b) shall be
fully guaranteed by Company.
(b) Termination By HR. HR has the unilateral option to terminate this
agreement hereunder should Company fail to meet payment obligations on
a timely basis.
(c) Notice Of Termination. A written "notice of termination" to the
Company shall communicate any termination by HR.
7. ASSIGNMENT OF PRE-EXISTING PROPERTIES
In exchange for the considerations paid by Company under terms described in
HR Properties Options Agreement attached hereto, HR hereby grants certain
rights to Company, as of the effective date of this agreement.
8. REPRESENTATIONS AND WARRANTIES:
(a) HR represents and warrants to Company that it has full right, power
and authority to enter into this agreement, and that it is not a party
to or otherwise bound by any agreement that may, in any way, restrict
its right or ability to enter into this Agreement.
(b) Company represents and warrants to HR that it has full right, power
and authority to enter into this agreement. Company further represents
and warrants that it currently has on hand and available the monies
necessary to fund this agreement and the activities of the HR
hereunder.
9. NOTICES:
(a) Any notice required to be given pursuant to this Agreement shall be in
writing and mailed by certified or registered mail, return receipt
requested, or delivered by a national overnight express service such
as Federal Express, or by telefax communication, with an
acknowledgment by the recipient.
(b) Either party may change the address to which notice or payment is to
be made by written notice to the other party in accordance with the
provisions of this paragraph.
10. JURISDICTION AND DISPUTES:
(a) This Agreement shall is governed by the laws of the State of Florida.
(b) All disputes hereunder shall be resolved in the applicable state or
federal courts of Florida, County of Orange. The parties consent to
the jurisdiction of such courts, agree to accept service of process by
mail, and waive any jurisdictional or venue defenses otherwise
available. The prevailing party in any litigation involving the
enforcement or interpretation of this agreement shall be entitled to
recoupment of attorneys' fees and costs.
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11. AGREEMENT BINDING ON SUCCESSORS:
This Agreement shall be binding on and shall inure to the benefit of the
parties hereto, and their heirs, administrators, successors, and assigns.
12. WAIVER:
No waiver by either party of any default shall be deemed as a waiver of any
prior or subsequent default of the same or other provisions of this
Agreement.
13. SEVERABILITY:
If a court of competent jurisdiction hereof holds any provision invalid or
unenforceable, such invalidity shall not affect the validity or operation
of any other provision, and such invalid provision shall be deemed to be
severed from the Agreement.
14. ASSIGNABILITY:
This Agreement and the rights and obligations hereunder are personal with
respect to HR and may not be assigned by any act of HR or by operation of
law. Company shall have the right to assign this Agreement to a successor
in interest to Company or to the purchaser of any of the assets of Company.
15. FURTHER DOCUMENTS
The parties agree to execute and deliver such other and further documents
as may be necessary to carry out the intent and provisions of this
agreement (including, but not limited to documents relating to the stock
warrants and stock options referenced hereunder). Failure by a party to
execute or deliver such documents after five (5) business days' notice
shall enable this document to be treated as an instrument of conveyance.
16. INTEGRATION:
This Agreement constitutes the entire understanding of the parties, and
revokes and supersedes all prior agreements between the parties and is
intended as a final expression of their Agreement. It shall not be modified
or amended except in writing signed by the parties hereto and specifically
referring to this Agreement. This Agreement shall take precedence over any
other documents that may be in conflict therewith.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have each caused to be affixed hereto its or his/her hand and seal
the day indicated.
RAVEN MOON INTERNATIONAL, INC. XXXXXX-XXXXXX
By: /s/ Xxxx XxXxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxx XxXxxxxxxxx Xxxxxx X. Xxxxxx
By: /s/ Xxxxx Xxxxxx
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Title: President Xxxxx Xxxxxx
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Date: 3/29/01 Date: 3/29/01
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