CONSULTING AGREEMENT 04/30/2004
THIS CONSULTING AGREEMENT is made and entered into as of this 30th day
of April, 2004 by and between REDWOOD ENTERTAINMENT GROUP, INC.,
hereinafter referred to as" Company", with its principal place of business
at Los Angeles Center Studios 0000 X. 0xx Xxxxxx, Xxxxx X-00, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 and, Xxxxx Xxxxxxxx, with his place of business at 00000
Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx 00000 hereinafter referred to as
"Consultant".
RECITALS
WHEREAS, the Company desires to continue the consulting services of the
Consultant in the areas of Corporate Image Advertising, Business
Development, and Business Strategy for the Company (the "Services") in
connection with the Company's business, namely, Entertainment (the
"Business");
WHEREAS, in consideration for Services, the Company shall issue its
common stock that shall be registered stock upon the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains and engages Consultant to
perform the following consulting services (the "Services");
1. 1 Duties of Consultant. The Consultant will provide such services
and advice to the Company so as in raising equity capital, and advising the
Company in business development, business strategy and corporate image. It
is also understood that the consultant shall undertake such services under
the direction of the president for the company.
2. The Consultant shall not have the power of authority to bind the
Company to any transaction without the Company's written consent.
3. Consideration. Company and Consultant agree that Consultant shall
receive from the Company a fee of Ten percent (10%) of the money received
for shares of Company's restricted stock. This agreement is for no less
than obtaining $10,000 of stock sold at the board-approved price. Ex; every
$10,000 raised pays out $1,000 to the Consultant (Xxxxx Xxxxxxxx). The
Consultant is deemed an independent contractor and will pay his own taxes
or he may rescind his compensation and have the company directly donate the
proceeds to any charitable organization or foundation. No shares of stock
are given to the Consultant for this particular contract unless otherwise
renegotiated and overall renegotiation may be entered into every 90 days.
This contract will remain in effect unless otherwise renegotiated or
replaced. The Company shall file within five (5) days of the execution of
this Agreement a registration statement on SEC forms covering such issuance
if stock is distributed.
4. Term. This Agreement shall be effective for a term of three (3)
months starting from the date first written above unless sooner terminated
upon mutual written agreement of the parties hereto.
5. Expenses. Consultant shall bear her out-of-pocket costs and expenses
incident to performing the Consulting Services, with a right of
reimbursement from the Company if such expenses are pre-approved by the
Company.
6. Consultants Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant or the Consultant's breach of any
terms of this Agreement, the Consultant shall not be liable to the Company
or to any officer, director, employee, stockholder or creditor of the
Company, for any act or omission in the course of or in connection with the
rendering or providing of services hereunder. Except in those cases where
the gross negligence or willful misconduct of the Consultant or the breach
by the Consultant of any terms of this Agreement is alleged and proven, the
Company agrees to defend, indemnify, and hold the Consultant harmless from
and against any and all reasonable costs, expenses and liability (including
reasonable attorney's fees paid in the defense of the Consultant) which may
in any way result from services rendered by the Consultant pursuant to or
in any connection with this Agreement. This indemnification expressly
excludes any and all damages as a result of any actions or statements, on
behalf of the Company, made by the Consultant without the prior approval or
authorization of the Company.
7. Company's Liability. The Consultant agrees to defend, indemnify, and
hold the Company harmless from an against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in
defense of the Company) which may in any way result pursuant to its gross
negligence or willful misconduct or in any connection with any actions
taken or statements made, on behalf of the Company, without the prior
approval or authorization of the Company or which are otherwise in
violation of applicable law.
8. Representations. The Consultant makes the following representations:
a. Consultant has no prior or existing legally binding obligations that
are in conflict with its entering into this Agreement;
b. Consultant shall not offer or make payment of any consideration to
brokers, dealers, or others for purposes of inducing the purchase, making
of a market or recommendation for the purchase of the Company's securities;
c. Consultant is not currently the subject of an investigation or
inquiry by the Securities and Exchange Commission, the NASD, or any state
securities commission;
d. Consultants activities and operations fully comply with now and
a. The Company is in good standing in its state of incorporation;
b. The Company and its senior management are not aware of any materially
adverse events not previously disclosed in the Company's annual and
quarterly reports with the Securities and Exchange Commission.
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the Company and the Consultant and supersedes any and
all negotiations, prior discussions and preliminary and prior agreements
and understandings related to the primary subject matter hereof. This
Agreement shall not be modified except by written instrument duly executed
by each of the parties hereto.
11. Waiver. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute a waiver of any other provisions, nor shall
any waiver constitute a continuing wavier. No waiver shall be binding
unless executed in writing by the party making the waiver.
12. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties
and their respective successors, assigns and legal representatives.
13. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company: REDWOOD ENTERTAINMENT GROUP, INC. @ Los Angeles Center Studios
0000 Xxxx 0xx Xxxxxx, X-00 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Consultant: Xxxxx Xxxxxxxx - 00000 Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx
00000
Will comply with in the future all applicable state and federal securities
laws and regulations;
e. Consultant understands that, as a result of its services, it may
come to possess material non-public information about the Company, and that
it has implemented internal control procedures designed to reasonably to
insure that it and none of its employees, agents, Consultant or affiliates,
trade in the securities of Company companies while in possession of
material non-public information;
f. During the term of this Agreement and for a period of two year's
thereafter, the Consultant shall treat as the Company's confidential trade
secrets all data, information, ideas, knowledge and papers pertaining to
the proprietary technical information of the Company as well as business
and financial information related thereto (the "Confidential Information").
Notwithstanding the foregoing, "Confidential Information" shall not include
and the provisions of this Agreement will not apply to any information
disclosed by the Company and/or Consultant (1) if such information is
demonstrated to be generally available to the public at the time of
disclosure to the Consultant; (2) after the time, if any, that such
information becomes generally available to the public without any breach by
Consultant; (3) was already in the Consultant's possession at the time of
disclosure to the Consultant (whether such time of disclosure is before or
after the date hereof); (4) is developed by the Consultant independently of
the Services; or (5) was lawfully received by the Consultant from a third
party without restriction as to disclosure or use.
g- The Consultant shall use the same effort to maintain the
confidentiality of the Company's confidential and proprietary information
as he would his own and shall maintain in strict confidence and shall not
disclose at any time, without the prior written consent of the Company, any
of the Confidential Information to any other person or entity, unless such
information has entered the public domain through lawful means, without
violation of this Agreement, or pursuant to requirements of law or court
order.
9. The Company makes the following representations:
REDWOOD ENTERTAINMENT GROUP, INC. @ Los Angeles Center Studios 0000 Xxxx
0xx Xxxxxx, X-00 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Xxxxx Xxxxxxxx - 00000 Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Or at such other location as the addressee may have specified in a
notice duly given to the sender as provided herein. Such notice or other
communication shall be deemed to be given on the date of receipt.
14. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect
the validity of this Agreement.
15. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Nevada, without giving effect to
conflicts of laws.
16. Headings. The headings of this Agreement are inserted solely for
the convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
17. Further Acts. Each party agrees to perform any further acts and
execute and deliver any further documents that may be reasonably necessary
to carry out the provisions and intent of this Agreement.
18. Acknowledgment Concerning Counsel. Each party acknowledges that it
had the opportunity to employ separate and independent counsel of its own
choosing in connection with this Agreement.
19. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the
parties. The parties have no authority to bind the other or incur any
obligations on their behalf.
20. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above. It is also understood that the consultant
shall undertake such services under the direction of the president for the
company.
Redwood Entertainment Group, Inc.
BY: ______________________________4-30-2004
Xxxxx X. Xxxxx, President
_________________________________4-30-2004
Xxxxx Xxxxxxxx
Consultant
CONTRACT WITH CONSULTANT RENDERING SERVICES TO THE REALIZED AND/OR
PROSPECTIVE INVESTORS
1. THE RESPONSIBILITY OF THE RDWE.OB AUTHORIZED CONSULTANT SHALL BE;
To communicate with the shareholders on a regular basis and to service
their needs. The undersigned Investor has been given the unrestricted
opportunity to ask questions of, and receive answers from the Company, or
persons acting on its behalf, concerning the terms and conditions of, and
all other matters relating to the offering, and has been given the
unrestricted opportunity to obtain such additional information with respect
to the exchange as he / she has desired, including, but not limited to, any
additional information necessary to verify the accuracy of any and all
information set forth from the Company RDWE.OB.
2. PAYMENT TO THE CONSULTANT (XXXXX XXXXXXXX) SHALL BE $2,500.oo A MONTH
BASED ON SHAREHOLDER / CLIENT SERVICES IN THAT MONTH. IF NO SERVICES ARE
RENDERED THAN THE MONTHLY PAY OUT MAY BE LESS OR EVEN ZERO PAY. A 1099
SHALL BE GIVEN FOR THE INCOME DISTRIBUTED.
INDEPENDENT CONTRACTOR STATUS. There is no relationship, partnership,
agency, employment, franchise or joint venture between the parties. The
parties have no authority to bind the other or incur any obligations on
their behalf.
COUNTERPARTS. This AGREEMENT MAY BE EXECUTED simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above. It is also understood that the consultant
shall undertake such services under the direction of the president for the
company.
Redwood Entertainment Group, Inc.
BY: ______________________________4-30-2004
Xxxxx X. Xxxxx, President
_________________________________4-30-2004
Xxxxx Xxxxxxxx
Consultant
