EXHIBIT 10.19
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into as of this 30th day
of May, 2005, by and between RAVEN MOON ENTERTAINMENT, INC., a Florida
corporation (the "Company"), and X. XXXXXXX XXXXXXX, P.A. ("Consultant").
1. Engagement of Consultant. The Company hereby engages Consultant to
provide general corporate and securities legal services to the Company.
2. Compensation. As a compensation for legal services to the Company, the
Company agrees pay to the Consultant a 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 one year beginning on June 1, 2005. Each monthly payment may be made
in cash or free trading common shares of the Company 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, the Company agrees to grant to the Consultant
the option to purchase Ten Thousand Dollars ($10,000) worth of free trading
common shares of the Company for each month of legal services provided pursuant
to this Agreement at a Fifty Percent (50%) discount of the "bid" price as
determined on the preceding business day of the exercise of the Option.
3. Expenses. Company shall assume and shall be responsible for all expenses
incurred by Consultant and shall be responsible for all disbursements made in
Consultant's activities. Except as otherwise specifically authorized by the
President of the Company in advance, in writing, Consultant shall not incur on
behalf of Company, and Company shall not have, any liability for any expenses,
costs, and disbursements of Consultant. Consultant shall indemnify and hold
Company harmless from and against any and all claims, actions, or liability for
any expenses, costs, and disbursements, including attorneys' fees, of Consultant
or its agents, servants, contractors, or employees.
4. Term of Agreement. This Agreement shall commence on the date first set
forth above and shall continue in full force and effect for a period of one (1)
year. Notwithstanding the foregoing, the Company may immediately terminate this
Agreement if Consultant materially breaches an obligation hereunder.
5. Relationship of the Parties; Consultant's Limitations of Authority.
Except as otherwise specifically set forth in this Agreement, Consultant shall
have no authority to represent Company as an agent of Company. Consultant shall
have no authority to bind Company by any contract, representation,
understanding, act, or deed concerning Company. Except as otherwise specifically
set forth herein, neither the making of this Agreement nor the performance of
any part of the provisions hereof shall be construed to constitute Consultant as
an employee, agent or representative of Company for any purpose, nor shall this
Agreement be deemed to establish a joint venture or partnership. Consultant, in
all respects, shall be deemed an independent contractor with respect to the
performance by Consultant of its obligations hereunder.
6. Assignment. Neither this Agreement nor any of the duties or obligations
of Consultant herein may be voluntarily, involuntarily, directly, or indirectly
assigned, delegated, or otherwise transferred or encumbered by Consultant
without the prior, written approval of the Company. Any such assignment,
delegation, transfer, or encumbrance without such approval will be void and will
constitute a "material breach" of this Agreement entitling the Company to
terminate this Agreement immediately. A change in voting control of Consultant
shall be deemed an assignment of this Agreement. This Agreement is fully
assignable by the Company and shall inure to the benefit of any assignee or
other successor.
7. Miscellaneous Provisions.
7.1 Entire Agreement; Binding Effect. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes any prior agreements or understandings between the
parties. This Agreement shall be binding on and inure to the benefit of the
parties hereto and their respective successors and authorized assigns.
7.2. Modification. This Agreement may be modified only upon the
execution of a written agreement signed by both of the parties.
7.3 Waivers. No failure on the part of either party hereto to exercise,
and no delay in exercising, any right, power, or remedy hereunder shall operate
as a waiver thereof nor shall any single or partial exercise of any right,
power, or remedy hereunder preclude any other or further exercises thereof or
the exercise of any other right, power, or remedy.
7.4 Governing Law; Venue and Jurisdiction. This Agreement shall be
deemed to have been entered into in, and for all purposes shall be governed by,
the laws of the State of Florida, without regard to Florida's choice of law
decisions. The parties agree that any action brought by either party against the
other in any court, whether federal or state, shall be brought within Orange
County, Florida, in the applicable state and federal judicial districts and do
hereby waive all questions of personal jurisdiction or venue for the purpose or
carrying out this provision.
7.5 Attorneys' Fees. In the event of a dispute under this Agreement, the
non-prevailing party shall pay all of the prevailing party's reasonable
attorneys' fees and costs incurred in connection with any such action, including
post-judgment collection proceedings.
7.6 Severability. In the event that any provision of this Agreement, in
whole or in part (or the application of any provision to a specific situation),
is held to be invalid or unenforceable by the final judgment of a court of
competent jurisdiction after appeal or the time for appeal has expired, such
invalidity shall be limited to such specific provision or portion thereof (or to
such situation), and this Agreement shall be construed and applied in such
manner as to minimize such unenforceability. This Agreement shall otherwise
remain in full force and effect.
7.7 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one and the same instrument.
In witness whereof, the parties hereto have executed this Agreement as of
the date and year first above written.
"COMPANY"
RAVEN MOON ENTERTAINMENT, INC.
By: /s/
--------------------------------
Xxxx XxXxxxxxxxx, President
"CONSULTANT"
/s/
-----------------------------------
X. Xxxxxxx Grocock, P.A.
