EXHIBIT 10.3
CONSULTING AGREEMENT
THIS CONSULTANT AGREEMENT ("Agreement") made by and between, MG
Studios, 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
director, editor, animator, graphics designer, sound designer, photographer,
writer, storyboard consultant, video, CD and DVD duplicator, soundstage and
production services consultant, television and audio production technician; 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 director, editor, animator, graphics designer, sound designer,
photographer, writer, storyboard consultant, video, CD and DVD duplicator,
soundstage and production services consultant, television and audio production
technician 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 SB-2 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 SB-2
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 Two Billion Six Hundred Eighty
Million (2,680,000,000) shares of restricted stock of Raven Moon
Entertainment, Inc., ("RVMN"), in the name of MG Studios, Inc. in an
SB-2 Registration within Thirty (30) days of the acceptance of the
SB-2 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 Four Hundred Fifty-Eight
Thousand Three Hundred and Thirty-Three Dollars and Thirty Three Cents
($458,333.33) per month worth of free trading shares of RVMN delivered
from the escrow account. Monthly payments are due on or before the
first business day of each month. If payment is made in RVMN stock,
the Consultant shall be entitled to receive the RVMN 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 ($100,000) per month worth of RVMN restricted
stock at a Seventy Five Percent (75%) 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.
(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.
Date: August 1, 2005 CONSULTANT:
/s/ Xxxx Gibililsco
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Xxxx Xxxxxxxxx
Address for Notices:
0000 Xxxx Xxxx Xxxx #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
