EXHIBIT 10.1 CONSULTING AGREEMENTConsulting Services Agreement |
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EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT is entered into by and between Raven Moon
Entertainment, Inc., a Florida corporation with principal offices at 120
International Parkway, Suite 220, Heathrow, FL 32746, ("Raven Moon"), and Big
Apple Consulting U.S.A., Inc., a Delaware corporation with principal offices at
280 Wekiva Springs Road, Suite 201, Longwood, FL 32779, ("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.
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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 entertai






