EXHIBIT 10.2
CONSULTING AGREEMENT
THIS CONSULTANT AGREEMENT ("Agreement") made by and between Xxxx D, Inc.,
("Consultant"), 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, among
other things, an experienced marketing and promotion celebrity professional,
television and radio promoter, co-executive television producer, writer,
co-executive music producer, and print ad, astro-screen, jumbo-tron and
billboard model; and WHEREAS, the Company desires to utilize the services of the
Consultant to promote and develop a market for the Company's Products and
Services; and 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 Co- executive Producer and Promotional Celebrity Talent of the
company on an as needed basis for promotion and production to the Company's
Products and Services. The Consultant will assist the company with its promotion
and marketing operations, public relations and publicity matters, television
production, music production and live concert and promotional appearances at
conventions and out of town meetings, print ads, television and radio
commercials, billboards, astro-vision and jumbo-tron screen advertising, and
public service announcements for broadcast on television and radio, and music
promotion. The Consultant will promote the Company's Products and Services to
the general public and assist in the licensing and merchandising of the
Company's designs, logos, characters and music at the discretion of the CEO of
the Company.
2. Term, Contingency and Effective Date.
A. The Term of this Agreement is One (1) year and is subject to
the termination provisions of this Agreement.
B. 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.
C. 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.
D. Notwithstanding the foregoing, the Parties agree that 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 and determined exclusively by the CEO of
the Company.
3. Compensation
3.1 The Company agrees to register One Billion Seven Hundred
Million (1,700,000,000) shares of restricted stock of Raven
Moon Entertainment, Inc., ("RVNM"), in the name of Xxxx D,
Inc. in an S3 Registration within Thirty (30) days of the
acceptance of the S3 by the SEC. The restricted shares shall
be held in escrow by the Company. 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 Ninety One
Thousand Six Hundred and SixtySix Dollars and Sixty-Six
Cents ($91,666.66) 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
One Hundred Thousand Dollars ($50,000) 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.
5. 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.
6. 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.
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(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.
(Signature Page Follows)
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IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: February 16, 2005 CONSULTANT:
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Xxxx X., Inc.
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx,
President Xxxx X., Inc.
Address for Notices:
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
COMPANY:
JB Toys, LLC & Raven Animation, Inc.
two wholly owned subsidiaries of
Raven Moon Entertainment Inc.
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx, CEO
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