EXHIBIT 10.2
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of
April __, 2009 (this "Agreement") by and
between Red Rock Pictures Holdings, Inc., a Nevada
corporation (the "Company")
and Mark Graff (the "Consultant").
W I T N E S S E T H
WHEREAS, the Company wishes to
retain Consultant to provide the Company
with certain consulting services and
consultant is willing to provide such
consulting services, on the terms and conditions set forth
herein.
NOW, THEREFORE, in
consideration of the foregoing premises and of
the
mutual covenants and agreements hereinafter contained, the
parties hereby agree
as follows:
Section 1. Retention of Consultant.
The Company hereby retains and engages
Consultant, and Consultant hereby accepts such engagement, in
each case subject
to the terms and conditions of this Agreement.
Section 2. Services. Consultant
shall assist Company, at Company's request
with the following services: Financial and Business
Management, Personnel and
Human Resources, Raising Capital, Corporate Strategy Planning and
Acquisitions.
Section 3. Compensation.
During the term of this agreement, the Company
agrees to pay Consultant the sum of Five Thousand and 00/100
($5,000.00) Dollars
per month for a period of six months. In addition, the
Company hereby agrees to
pay Two Thousand and 00/100 ($2,000.00) per month in
travel and entertainment
expense reimbursement (the "Monthly
Expense"). Such Monthly Expense must be
preapproved by the Company prior to use in order for
the Consultant to receive
reimbursement.
(a) The initial payment of the
Compensation shall commence upon closing of
the asset purchase agreement (the "Asset Purchase Agreement")
attached hereto as
Exhibit A. The monthly payment of Five Thousand
($5,000.00) Dollars shall be
contingent on the continued third party funding
as described in Section 1.3.1
(ii) and (iii) of the Asset Purchase Agreement.
Section 4. Confidentiality;
Non-Competition. Consultant acknowledges that
in the course of his engagement, he will become familiar with
trade secrets and
other confidential information
(collectively, "Confidential
Information")
concerning the Company. Consultant agrees that he shall
retain the Confidential
Information in strict confidence and not disclose to any
third party any or all
of the Confidential Information without the express written prior
consent of the
Company. Furthermore, Consultant agrees that during the Term
(as defined below)
and for a period of one year thereafter neither he nor
any affiliate or family
member shall directly or indirectly, for their account or on behalf
of any other
party, whether as an employer, employee,
consultant, manager, member, agent,
broker, contractor, stockholder, director,
officer, investor, owner, lender,
partner, joint venturer, franchisor,
franchisee, licensor, licensee, sales
representative, distributor or otherwise,
or through any business entity or
vehicle whatsoever: (i) conduct, advise or
render services to any business
activity in competition with the Company or (ii)
solicit, hire or retain any
employee or consultant of the Company or its
affiliates, or persuade or entice
any employee or consultant of the Company to leave the employ
of the Company or
its affiliates.
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Consultant agrees and
acknowledges that, in the event of a
threatened
breach or default, or a breach or default, by the
Consultant of the terms and
conditions of this Section 4 of this Agreement, the Company would
be irreparably
harmed and thus will not have an adequate remedy
at law. In the event of any
such breach or default the Company shall be entitled to
institute and prosecute
proceedings in any federal or state court of competent
jurisdiction to enforce
the specific performance of the terms and
conditions of this Section 4 and to
enjoin further violations of the provisions of
this Agreement. Such remedies
shall however be cumulative and not exclusive and
shall be in addition to any
other remedies to which the Company may have.
Section 5. Term.
This Agreement shall be for a term of six (6)
months
commencing on the date hereof (the "Term").
Section 6. Indemnification.
The parties agree to
indemnify and hold harmless each other and
their
respective affiliates again
