EXHIBIT 10.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, ("Agreement"), is made this 1st day of
September, 2005 by and between Raven Moon Entertainment, Inc., a Florida
corporation with principle offices at 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000, ("Raven Moon"), and Role Entertainment, LLC, (the
"Consultant"), with offices at 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx
00000, (collectively the "Parties").
WHEREAS, Raven Moon desires to engage the Consultant to perform television
syndication and distribution services for Raven Moon's children's television
program "Xxxx D's Kids Club," (the "Program"), to potential television outlets;
and
WHEREAS, the Consultant is experienced and knowledgeable in the area of
television syndication and distribution.
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. Raven Moon hereby retains the Consultant, on a
non-exclusive basis, to syndicate and distribute the Program for Television.
Consultant shall maintain their current level of Forty Two Percent (42%) of
American households, ("Level") as exhibited in Exhibit `A' attached to and
incorporated into this Agreement. "Television" shall include free TV and cable
TV in each market. Consultants shall replace the Unacceptable Stations listed in
Exhibit `A' with Acceptable Stations in the same market within the Term of this
Agreement. Consultants shall also expand upon the current Forty Two Percent
(42%) Level by signing new Acceptable Stations on behalf of Raven Moon to air
the Program.
2. Term. This Agreement shall become effective as of the date set forth
above, and continue for a period of Twelve (12) months ("Term"). Raven Moon
shall retain an Option, which Raven Moon may exercise at its sole discretion, to
extend the Agreement for an additional Six (6) months, ("Initial Optional
Extension").
3. Unacceptable Stations. The Consultant shall replace the "Unacceptable
Stations" listed in RED in Exhibit `A' of this Agreement with "Acceptable
Stations," (as defined herein), in the same market in accordance with the
following timetable:
a). Consultant shall replace a total of Fifty Percent (50%) or
Sixteen (16) of the Unacceptable Station within One Hundred and
Twenty (120) days of the date of this Agreement;
b). Consultant shall replace a total of Seventy Five Percent (75%) or
Twenty Three (23) of the Unacceptable Stations within One Hundred
and Eight (180) days of the date of this Agreement; and
c). Consultant shall replace a total of One Hundred Percent (100%) of
the Unacceptable Stations within Six (6) months of the date of
this Agreement.
"Acceptable Stations" are defined as television stations which are
affiliates of the following Networks - ABC, CBS, NBC, XXX, XX or UPN. In
addition, Independents television stations and cable networks shall be
acceptable on a case-by-case basis under the sole discretion of Raven Moon.
4. The Consultant shall act on behalf of Raven Moon, shall offer the
Program to stations on a barter basis with Raven Moon retaining Two (2) minutes
per show for its advertising sales (the balance of commercial time controlled by
the stations) and shall sign all new broadcast stations going forward to Raven
Moon Broadcast Agreements or Deal Memos, or a Broadcast Agreement or Deal Memo
pre-approved in advance by Raven Moon ("Broadcast Agreement(s)"). Each Broadcast
Agreement signed by the Consultant on behalf of Raven Moon with any broadcast
station must contain a Thirty (30) day recapture clause. Consultants shall
provide Raven Moon with a copy of all executed Broadcast Agreements within Three
(3) business days of execution. In addition, the Consultant shall provide Raven
Moon with a weekly update list or spreadsheet, substantially similar in format
to the list in Exhibit `A,' reflecting the Consultant's stations airing the
Program, which list shall not include stations for which other syndicators of
Raven Moon are credited with and responsible for, and a list of stations which
the Consultant is seeking to air the Program.
5. Compensation; Grant of SB 2 Stock. In full consideration for the
services to be provided by the Consultant to Raven Moon, to the
exclusive satisfaction of the CEO of Raven Moon under the terms of
this Agreement, and for Raven Moon's Option to extend the Agreement,
Raven Moon agrees to pay the Consultant the compensation set forth
below on a monthly basis, to be paid throughout the initial Twelve
(12) month Term of this Agreement and any extension thereafter upon
the execution of the Consultants' duties.
A) A total of One Hundred and Twenty Thousand Dollars
($120,000.00) to the Consultants over the Term in SB 2 free
trading stock as computed under the terms herein as total
compensation in full, the shares of which will be registered
in the Consultant's name in the SB 2 Registration and issued
to the Consultant in increments described herein over a
Twelve (12) month period:
PAYMENTS TO THE CONSULTANTS: Consultant shall each receive
Ten Thousand Dollars ($10,000) per month worth of free
trading shares of common stock of Raven Moon, ("RVMN"), at a
Twenty Percent (20%) discount from the closing "bid" price,
which price shall be determined by the closing per share bid
price on the day prior to the day Raven Moon issues the
shares. Raven Moon shall issue the stock payments to the
Consultant as described herein during each of the Twelve
(12) months provided the Consultant has performed its
services to Raven Moon under the terms of this Agreement for
the preceding Thirty (30) days to the satisfaction of the
CEO of Raven Moon. The stock issued to the Consultant each
month shall be considered payment in full regardless of
whether the price of the stock increases or decreases.
B) NOTE: The use of SB2 Stock under this Agreement explicitly
prohibits each Consultant to engage in any of the SEC
Prohibitions on giving or receiving SB2 shares for
consulting activity, including in summary: the promotion of
the Client's shares, promote the resale of shares, and the
raising of capital, arranging of reverse mergers, and the
parties agree to avoid any such prohibitions. The SB2 is
strictly for compensation services.
C) Options. Raven Moon grants to the Consultant the Option to
exercise Thirty Thousand Dollars ($30,000) 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. The Consultant's
Options shall expire Twelve (12) months from the date of this
Agreement unless Raven Moon exercises its Option to extend this
Agreement for an addition Six (6) months ("Initial Extension").
Consultants' Options shall extend for the Initial Extension and
the Consultant's Options shall expire at the end of the Initial
Extension or One (1) year following from the date of this
Agreement, whichever occurs first.
D) Royalties. Contingent upon the Consultant reaching a Level of
Seventy Seven Percent (77%), and Consultant's compliance with the
reporting requirements in Paragraph 4 of this Agreement, Raven
Moon will pay the Consultant Fifteen Percent (15%) of monthly net
advertising revenue actually received by Raven Moon from the
Program and Five Percent (5%) of monthly net revenues actually
received by Raven Moon from Raven Moon's Direct Response sales of
products from the Program. Royalties hereunder, will be paid to
Consultants for the Term of the Agreement or as long as the Level
remains at Seventy Seven Percent (77%) or higher. In no instance
shall Royalty payments be due in any month in which the Level
falls below Seventy Seven Percent (77%) at any time during the
month nor in any month when Consultants fail to provide reporting
as required in Paragraph 4 of this Agreement.
6. Costs. Raven Moon shall be responsible for all costs of distribution,
duplication and promotion of the Program, including Xxxxxxx ratings if
requested. The Consultants may not incur costs in relation to distribution,
duplication and promotion of the Program without the pre-approval of such costs
in writing by Raven Moon.
7. Contingency. Provided that the Consultant reaches a Seventy Seven
Percent (77%) coverage Level of Acceptable Stations secured exclusively by the
Consultant during the Term of this Agreement or an Initial Extension of this
Agreement, Raven Moon shall increase the monthly payment to Twelve Thousand Five
Hundred Dollars ($12,500) in SB 2 stock to the Consultant under the same terms
and in the same manner as outlined in Paragraph 5 of this Agreement.
8. Termination. This Agreement shall terminate at the end of the Term or
any extensions of this Agreement. In addition, Raven Moon shall have the right
to terminate this Agreement upon five (5) business days written notice the
Consultant in the event that the Level falls below Forty Two Percent (42%)
during the Term of this Agreement. Raven Moon shall have the right to terminate
this Agreement upon Five (5) business day's written notice to the Consultant in
the event that the Consultant has reached the Seventy Seven Percent (77%) Level
and the Level drops below the Seventy Seven Percent (77%) Level. Notwithstanding
the foregoing, the Company shall be entitled to terminate this Agreement for any
reason at its sole discretion upon Five (5) business days written notice to the
Consultant, 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 Raven Moon. Termination, with or without cause shall be determined solely and
exclusively by Raven Moon 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 Raven Moon or Raven Moon's business, material
breach of this Agreement or any unauthorized disclosure of any of the secrets or
confidential information of Raven Moon, dishonesty, morals or any other reason
including non-cause as determined exclusively by the CEO of Raven Moon.
9. Confidentiality. The Consultant covenants that all information
concerning Raven Moon, including proprietary information, which they obtain 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 Raven Moon nor shall the confidential information be disclosed by the
Consultant to any third-party without the prior written approval of Raven Moon,
provided, however, that the Consultants shall not be obligated to treat as
confidential, or return to Raven Moon 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 Raven Moon by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a third-party.
10. Non-Cost. The Consultant acknowledges that payments to the Consultant
as described in Paragraph 5(A) of this Agreement include all costs, fees and
payments due Consultant which are associated with the Services enumerated in
Paragraph 1 of this Agreement. The Consultant agrees that the Company will not
be responsible for payment to the Consultant of any costs, fees or any other
additional payments associated with the Consultant's services under this
Agreement.
11. Non-Compete. The Consultant agrees that neither they, individually or
collectively nor their partners, employees or assigns, will form a company or
other entity providing similar or the same Products and Services as Raven Moon
or enter into any other Agreements with other entities or persons which provide
the same Products and Services as Raven Moon for a period of Two (2) calendar
years following the termination of this Agreement or any extensions thereof.
12. Independent Contractor. The Consultant and Raven Moon hereby
acknowledge that the Consultants are independent contractors. The Consultant
agrees not to hold themselves, individually or collectively, out as, nor shall
they take any action from which others might reasonably infer that the
Consultant are partners of or a joint venturer with Raven Moon. In addition, the
Consultant shall take no action, individually or collectively which, to the
knowledge of the Consultant, binds, or purports to bind, Raven Moon to any
contract or agreement other than the Broadcast Agreements provided for herein.
13. 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. This Agreement supersedes and replaces all previous
agreements between the Parties, with the sole exception of an Assignment of
Stations executed simultaneously and separately from this Agreement.
(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
Consultants shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Raven Moon.
(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: September 1, 2005 FOR CONSULTANT:
Role Entertainment, LLC
/s/ Xxx Xxxx
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Xxx Xxxx
/s/ Xxx Xxxxxxxxxx
-----------------------------------
Xxx Xxxxxxxxxx
Address for Notices:
000 Xxxxxx Xxxxxx,
Xxxxxxxxx Xxxxxx, XX 00000
COMPANY:
Raven Moon Entertainment, Inc.
By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx, CEO
