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 SB2 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 SB2 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 Eight Hundred Seventy Three Million Six
Hundred Thousand (873,600,000) shares of restricted stock of Raven Moon
Entertainment, Inc., ("RVMN"), in the name of Xxxx D, Inc. in an SB2
Registration within Thirty (30) days of the acceptance of the SB2 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 Dollars ($91,000)
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 Ninety One
Thousand Dollars ($91,000) 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:
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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
