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Marketing Consultant Agreement – Sample Document

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PUBLIC RELATIONS AND MARKETING CONSULTANT AGREEMENT | Document Parties: RIVER HAWK AVIATION INC You are currently viewing:
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RIVER HAWK AVIATION INC

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Title: PUBLIC RELATIONS AND MARKETING CONSULTANT AGREEMENT
Governing Law: Nevada     Date: 8/13/2008

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PUBLIC RELATIONS AND MARKETING CONSULTANT AGREEMENT

 

This Consulting Services Agreement (the “ Agreement ”), dated August _____, 2008, is made by and between Lenny Dykstra (the “ Consultant ”) and River Hawk Aviation, a Nevada corporation (the “ Company ”).  The Consultant and the Company shall hereafter be referred to individually as a “ Party ” and collectively as the “ Parties .”

 

WHEREAS, Consultant has extensive background in financial services and strategic aviation consulting ;

 

WHEREAS, Consultant desires to be engaged by Company to provide public and investor relations management and strategic marketing services to the company subject to the conditions set forth herein; and

 

WHEREAS, Company desires to engage Consultant to provide the services in his area of knowledge and expertise on the terms and subject to the conditions set forth herein; and

 

NOW, THEREFORE, in consideration for those services Consultant agrees to provide to the Company, the Parties agree as follows:

 

 

1.           Services of Consultant.

 

Consultant agrees to perform for Company the Services defined below during the term of this Agreement, upon such terms and to the extent the parties agree from time to time.  The nature of the Services to be provided shall include, but are not limited to (the “ Services ”):

 

(1)  

Identify catalysts and value propositions as they relate to the Company’s financial growth strategy;

 

(2)  

Facilitate the communication of the Company’s growth strategy to the financial community in general and to the high net-worth investor niche in particular;

 

(3)  

Undertake targeted investor relations with specific high-end investors and potential investors;

 

(4)  

Consultant will provide the above stated advisory and consulting services to the Company in conjunction with the development of the Company’s marketing plan, business plan and goals.

 

(5)  

Consultant will assist in the development of the Company’s marketing plan, business plan and goals;

 

(6)  

Consultant will advise on and implement strategy for maximizing the Company’s exposure to, and penetration of, its target market, clients, and vendors.

 

(7)  

Within ninety (90) days of the date of this Agreement, the Consultant shall submit revised and updated list of Services that shall detail his plans in reflection of his evaluation of the Company’s public relations and investor relations needs in relation to the contemplated Services, which shall be acceptable to the Company, but not unreasonably rejected.

 

 

2.           Consideration.

 

In consideration for the Services rendered to the Company hereunder during the Term (defined below) by Consultant and Consultant’s covenants hereunder, the Company shall pay to Consultant compensation including:

 

Two Million (2,000,000) shares of Series A Preferred Convertible Stock of the Company (“ Series A Preferred ”).  The Series A Preferred shall provide the holder with the following benefits and are subject to the following conditions:

 

(1)  

The Series A Preferred provides the holder with 10 votes per share on any matter properly put forth to the shareholders of the Company;

 

(2)  

Holders of Series A Preferred have liquidation preferences as compared with common stock;

 

(3)  

Series A Preferred is convertible at the holder’s election into common stock of the Company, at a ratio of 1:1;

 

(4)  

Shares issued pursuant to the exercise of this Agreement shall be issued for the benefit of Lenny Dykstra, the individual performing the Services for the Company.  All shares and certificates representing such shares shall be subject to applicable SEC, federal, state (Blue sky) and local laws and additional restrictions set forth herein; and

 

(5)  

Consultant shall be entitled to “piggy-back” registration rights for (i) the Series A Preferred on all registrations of the Company, except for registrations filed on Form S-4 or Form S-8, or on any demand registrations of any other investor subject to the right, however, of the Company and its underwriters to reduce the number of shares proposed to be registered pro rata in view of market conditions.  The Company shall bear registration expenses (exclusive of underwriting discounts and commissions) of all such demands, piggy-backs, and S-3 or S-1 registrations; and

 

(6)  

The following legend (or a legend substantially in the following form) shall be placed on certificates representing the Series A Preferred issued pursuant to this Agreement:

 

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

 

(7)  

The Consultant hereby acknowledges that the Company needs to amend its Series A Preferred Certificate of Designation in order to issue the full consideration of Series A Preferred shares, and the Company agrees to undertake the necessary steps to effect the required amendment within sixty (60) days of the date of this Agreement.

 

3.           Confidentiality.

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“ Confidential Information ”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.  Confidential Information need not be marked as confidential at the time of disclosure to receive “Confidential Information” protection as required herein, rather all information disclosed that, given the nature of the information or the circumstances surrounding its disclosure reasonably should be considered as confidential, shall receive “Confidential Information” protection.

 

4.           Non-Competition, Non-Solicitation.

 

(a)           Non-Competition.

Consultant agrees that he shall not, during the Term and for one year subsequent thereto directly or indirectly, engage or be interested in any business(es) that is competitive with the business being conducted by the Company through the consulting Term, without the express written approval of the Company.

 

(b)            Non-Solicitation.

 

Consultant agrees that he will not, without the prior written consent of the Company, for a


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