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.
1
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
S3 plan and the mutual termination of any other Consulting
Agreements between the Parties.
3. Compensation.
3.1 The Company agrees to register Nine Hundred Million
(900,000,000) shares of restricted stock of Raven Moon
Entertainment, Inc., ("RVNM"), in the name of Big Apple
Consulting USA, Inc. in an S3 Registration within Thirty
(30) days of the acceptance of the S3 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.
3.2 As compensation for the Big Apple's services enumerated
herein, Big Apple shall be entitled to receive Twenty Five
Thousand Dollars ($25,000) per month worth of restricted
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 Big Apple 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. Any shares issued to Big Apple for
services shall have piggyback registration rights.
3.3 Options. Big Apple shall have the right to purchase
Fifty 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 Big Apple exercises its Option. Should Big
Apple exercise the Option described herein, the Company
shall deliver the shares to the Big Apple from the escrow
account upon receipt of a check from the Big Apple. The
Option shall expire after twelve (12) months. All options
will be registered in the S3 registration.
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
2
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
3
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.
4
IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be
executed as of the date set forth above.
For Raven Moon Entertainment, Inc. For Big Apple Consulting U.S.A., Inc.
/s/ Xxxx XxXxxxxxxxx /s/ Xxxx Xxxxxx
----------------------------- ------------------------------------
Xxxx XxXxxxxxxxx, CEO Xxxx Xxxxxx, President
5
