EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is entered into by and between Raven Moon
Entertainment, Inc., a Florida corporation with principal offices at 000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, ("Raven Moon"), and Big
Apple Consulting U .S.A., Inc., a Delaware corporation with principal offices at
000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, ("Big Apple")
(collectively "Parties").
WHEREAS, Big Apple represents various financial websites that
individuals can access to learn more about companies they may not otherwise be
exposed to;
WHEREAS, In addition, Big Apple maintains an extensive database of
brokers representing investors interested in owning stock in companies such as
Raven Moon and employs a stock profiler team which regularly communicates with
such brokers; and
WHEREAS, Raven Moon wishes to promote itself through Big Apple's
efforts in the brokerage community in order to gain as much exposure as possible
for Raven Moon.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable considerations, the receipt, sufficiency and
adequacy of which is hereby acknowledged, the Parties agree as follows:
1. Services to be Performed by Big Apple.
A. Big Apple shall access its database of brokers and shall utilize
a profiler team (comparable in size and capability to that
currently employed by Big Apple) in order to contact brokers
interested in recommending Company to their investor clients.
B. Big Apple shall diligently market and promote Raven Moon to
brokers and other investors, advisors, counselors, trustees,
agents and other individuals and entities whom Big Apple is
legally permitted to contact (including with the proper
disclosures and disclaimers) and shall introduce Raven Moon and
its principals to Big Apples' current and future network of
brokerage firms and market makers.
C. Big Apple shall provide investor lead management services normal
and customary in the industry.
D. Big Apple shall organize, initiate, manage and facilitate
broker/investor conference telephone calls and other
presentations mutually agreeable to Raven Moon and Big Apple.
Expenses for broker/investor conference calls and other
presentations are to be paid by Big Apple, and must be
pre-approved by the Company.
E. Big Apple shall have the right to obtain and review Raven Moon's
DTC reports provided it obtains such reports at its own expense.
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. 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.
3. Compensation.
The Company agrees to register One Hundred Sixty Six Thousand, Six
Hundred Sixty Six (166,666) shares of restricted stock of Raven Moon
Entertainment, Inc., ("RVNM"), in the name of Big Apple Consulting
USA, Inc. in an SB2 Registration within Thirty (30) days of the
acceptance of the SB2 by the SEC. The Company shall hold the
restricted shares in an escrow account until such time as they are due
the Big Apple under the terms of this Agreement.
4. Non-Compete, Non-Conflict of Interest. During the Term of this
Agreement and any extensions thereof and for two (2) years following
any termination of this Agreement or any extensions thereof, Big
Apple, its officers and directors shall not directly or indirectly
engage in the entertainment business or in any business similar to,
without regard to genre, or in any way competitive with Raven Moon's
businesses in the entertainment industry. This includes, but is not
limited to television production; animation; live theatrical events;
television syndication; music production; music recording; music
distribution; talent promotion or representation; publishing;
distribution; fan clubs; toy manufacturing, development and licensing;
and merchandising of characters, music, videos and DVD's from
television programs. Further, Big Apple shall not directly solicit or
accept any investor relations business from individuals or businesses
in the entertainment industry during the Term of this Agreement, any
extension thereof and for two (2) years following any termination of
this Agreement. Raven Moon hereby recognizes that Big Apple conducts
business or is associated with business in the following areas;
investor relations, travel company, website design, real estate, comic
books and cards and the wall covering business. Raven Moon agrees that
these businesses as conducted as of the date of this Agreement, do not
conflict or compete with Raven Moon's business as enumerated herein.
In the event a conflict of interest does arise, the Parties hereto
agree that they will endeavor to use their best efforts to resolve the
conflict as expeditiously and to the mutual satisfaction of each
Party.
5. Termination. Raven Moon shall have the right to terminate this
Agreement at any time with five (5) days written notice to Big Apple
for a breach of any term of this Agreement. If Raven Moon exercises
its termination right, Big Apple shall not be entitled to any further
compensation. Big Apple shall have the right to terminate this
Agreement on the grounds of Raven Moon's failure to remit to Big Apple
the required monthly payments or in the event of any breach of the
Agreement by Raven Moon.
6. Representations. Raven Moon represents and warrants that it is in
compliance with all required filings and regulations of NASD, the SEC
and/or any other governmental agencies, and that Raven Moon's stock is
not suspended from trading for any reason whatsoever. Raven Moon
further represents and warrants that during the term of this
agreement, it will continue to file all required reports with the SEC,
NASD and/or any other governmental agencies and will continue to
adhere to SEC, NASD, and/or any other governmental agency's
requirements, and that it will take whatever steps are deemed
necessary to keep its shares listed and "fully reporting." Raven
Moon's failure to comply with the provisions of this paragraph shall
constitute a material breach of the Parties' Agreement. Further, in
the event of a breach of this paragraph by Raven Moon, Raven Moon
agrees to continue to make any payments due for services rendered by
Big Apple which are due at the time of the Breach.
7. Warranties. Big Apple warrants to Raven Moon that the services it
provides to Raven Moon are legal and ethical and that as of the
Effective Date Big Apple does not have any judgments against them from
the SEC, any attorney general offices, including but not limited to
the State of Florida.
8. 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
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.
9. Governing Law/Jurisdiction. This Agreement shall be construed under
the laws of the State of Florida or the federal district court having
venue in Seminole County, Florida, and the Parties agree that
exclusive jurisdiction for any litigation arising from this Agreement
shall be in Seminole County, Florida.
10. Integration. This Agreement, after full execution, acknowledgment and
delivery, memorializes and constitutes the entire agreement and
understanding between the parties and supersedes and replaces all
prior negotiations and agreements of the parties, whether written or
unwritten. Each of the parties to this Agreement acknowledges that no
other party, nor any agent or attorney of any other party has made any
promises, representations, or warranty whatsoever, express or implied,
which is not expressly contained in this Agreement; and each party
further acknowledges that he or it has not executed this Agreement in
reliance upon any belief as to any fact not expressly recited herein
above.
11. Attorneys Fees. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the
prevailing party in such dispute, whether by legal proceedings or
otherwise, shall be reimbursed in a reasonable time for the reasonably
incurred attorneys' fees and other costs and expenses by the other
parties to the dispute.
12. Context. Wherever the context so requires, the singular number shall
include the plural and the plural shall include the singular.
13. Captions. The captions by which the sections and subsections of this
Agreement are identified are for convenience only, and shall have no
effect whatsoever upon its interpretation.
14. Severance. If any provision of this Agreement is held to be illegal or
invalid by a court of competent jurisdiction, such provision shall be
deemed to be severed and deleted and neither such provision, nor its
severance and deletion, shall affect the validity of the remaining
provisions.
15. Successors and Assigns. This Agreement shall be binding upon the
Parties, their successors and assigns, provided, however, that Big
Apple shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of Raven
Moon.
16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which
taken together shall constitute on agreement.
17. Notices. All notices must be in writing and sent to the appropriate
address listed above, or to such other address as either party may
designate in writing, by first class mail and either certified mail
return receipt requested or overnight courier service. In the case of
certified mail notice shall be deemed given as of the date of deposit
with the United States Postal Service, and in case of overnight
courier service notice shall be deemed given as of the date of deposit
with such overnight courier service.
18. Confidentiality. Raven Moon and Big Apple agree that it will not at
any time, or in any fashion or manner divulge, disclose or otherwise
communicate to any person or corporation, in any manner whatsoever,
any information of any kind, nature, or description concerning any
matters affecting or relating to the business of each others company.
This includes its method of operation, or its plans, its processes, or
other data of any kind or nature that they know, or should have known,
is confidential and not already information that resides in the public
domain. Both Raven Moon and Big Apple expressly agree that
confidentiality of these matters is extremely important and gravely
affect the successful conduct of business of each company, and its
goodwill, and that any breach of the terms of this section is a
material breach of this Agreement. The provisions of this section
shall survive termination of the Agreement.
IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be
executed as of August 1, 2005.
For Raven Moon Entertainment, Inc. For Big Apple Consulting U.S.A., Inc.
/s/ Xxxx XxXxxxxxxxx /s/ Xxxx Xxxxxx
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Xxxx XxXxxxxxxxx, CEO Xxxx Xxxxxx, President
