Exhibit 10.1


 







 



 


 


 


 


 


DATE:
31 March 2021



 


 


 


 


 





 



 


(1)
SHARING ECONOMY INTERNATIONAL INC


 


and


 


(2) ATV CULTURAL ENTERTAINMENT (HONG KONG) LIMITED


 




 



 


 


 


 



 


 



 


 


MARKETING
AGREEMENT



 


 





 



 






     


     


    

 


THIS
AGREEMENT dated 31 March 2021


 


 BETWEEN:




 


		(1)	SHARING
                                         ECONOMY INTERNATIONAL INC, a company incorporated under the laws of Nevada, USA (“Company”),
                                         whose address is Cornwall Centre, 85 Castle Peak Road, Tuen Mun, N.T., Hong Kong; and



 


		(2)	ATV
                                         CULTURAL ENNTERTAINMENT (HONG KONG) LIMITED, a company incorporated under the laws
                                         of Hong Kong, whose address is Tak Wun Building, 12-16 Pak Kung Street, Hung Hom, Hong
                                         Kong (“Agency”).



 


WHEREAS


 


		(A)	The
                                         Agency wishes to provide consultancy services to Sharing Economy International Inc.,
                                         a company organized and existing under the laws of the state of Nevada in the United
                                         States of America (“SEII”), and its subsidiaries (together, “Group”)
                                         for a period of one year in such terms and conditions hereinafter appearing.



 


		(B)	The
                                         Company, as a wholly owned subsidiary of SEII, wishes to appoint the Agency for Services
                                         (as defined in Clause 1.1 below) in such terms and conditions hereinafter appearing.



 


IT
IS HEREBY AGREED that:


 


		1.	Services



 


		1.1	The
                                         Company hereby appoints the Agency to provide the following services (“Services”):



 





		(i)	carry
                                         out promotion advertisement shooting by sales team of ATV for SEII corporate and product
                                         pomotions;



 





		(ii)	arrange
                                         contracted Miss Asia pageant(s) as spokesperson(s) of SEII;



 





		(iii)	add
                                         banners and advertisements for SEII and affiliate brands in the mobile application of
                                         ATV;



 





		(iv)	carry
                                         out design and planning regarding the promotion;



 





		(v)	produce
                                         various creative advertising materials;



 





		(vi)	manage
                                         social media platforms for SEII;



 





		(vii)	assist
                                         SEII in events planning regarding the promotion;



 





		(viii)	provide
                                         customer services to SEII;



 





		(ix)	put
                                         SEII as an official sponsor in the regional Miss Asia events;



 





		(x)	other
                                         promotional activities as required by SEII.



 


		1.2	The
                                         Agency shall report to the CEO of SEII (or such other person as shall be agreed between
                                         both parties).



 


		1.4	The
                                         Agency shall perform the Services in Hong Kong. If the Company requires the Agency to
                                         perform the Services outside Hong Kong, the Company shall obtain the Agency’s prior
                                         written consent and shall reimburse all the expenses incurred by the Agency for and in
                                         relation to provision of the Services outside Hong Kong.



 






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		2.	Fee



 


		2.1	Subject
                                         to Clause 4.3, the fee for the Services to be provided for the Tenure defined in Clause
                                         4.1 shall be paid by the Company causing SEII to issue to the Agency a total of [27,870,674]
                                         ordinary shares of SEII at a par value of US$0.001 each (“Shares”) as more
                                         fully described below:



 


		-	13,935,337
shares will be issued within 30 days from the date of this Agreement (or such longer period as shall be required to fulfil the
requirements under the relevant laws, regulations and rules in the United States of America for the issue of the Shares),



 


		-	13,935,337
shares will be issued 3 months after the date of this Agreement.



 


provided that this Agreement is
not terminated prior to any of the issuances of Shares above.


 


		2.2	The
                                         Agency acknowledges that none of the Shares may be offered or sold except pursuant to
                                         an effective registration statement under the Securities Act of 1933 of the United States
                                         of America (“Securities Act”), or pursuant to an exemption from, or in a
                                         transaction not subject to, the registration requirements of the Securities Act.



 


		2.3	The
                                         Agency has such knowledge and experience in financial and business matters as to be capable
                                         of evaluating the merits and risks in the Shares, and has the ability to bear the economic
                                         risks of its investment decision and can afford the complete loss of such investment
                                         in the Shares.



 


		2.4	The
                                         Company shall pay all the costs incurred in connection with removal of the restrictive
                                         and other legends on the certificates (or restrictions on transfer) of all the Shares
                                         issued to the Agency, applying for and obtaining an effective registration statement
                                         for all such Shares, delivery and transmission of the certificates without restrictive
                                         and other legends (or of the registered Shares) to the Agency’s broker, and all
                                         such other actions and things required to enable all such Shares to be tradeable in the
                                         Over-the-Counter Markets or such other stock exchange in the United States of America.



 


		3.	Expenses



 


The
Company shall reimburse the Agency forthwith for all proper and reasonable expenses actually incurred, with the prior approval
of the CFO of SEII, by the Agency in the performance of his duties upon presentation of supporting statements, receipts or vouchers.
The Company shall make the reimbursement not later than the 7th day of the month immediately after the supporting statements,
receipts or vouchers are presented to the Company.


 


		4.	Tenure



 


		4.1	This
                                         Agreement commences on 1 April 2021 (“Commencement Date”) and shall expire
                                         on 31 March 2022 (or such later date as shall be agreed between both parties in writing)
                                         (“Expiry Date”). In this Agreement, “Tenure” means the period
                                         from the Commencement Date to the Expiry Date (inclusive of both dates).



 





		4.2	Any
                                         party may terminate this Agreement before the Expiry Date by giving not less than one
                                         month notice in writing to the other party, without prejudice to any right of the parties
                                         accrued before such notice of termination.


 






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		4.3	If
                                         this Agreement is terminated before the end of the Tenure, the Agency shall be entitled
                                         to such number of Shares pro-rated for the duration during which he provides Services,
                                         and the remaining Shares issued to the Agency shall be forfeited to the Company, or the
                                         Agency shall pay the Company a sum equal to the value of the remaining Shares at the
                                         Issue Price, as of the effective date of such termination of the Agreement.


 


		4.4	Clauses
6, 7, 8, 9, 13 and 15 shall continue in force after the Expiry Date or termination of this Agreement, as the case may be.



 


		5.	Independent
                                         Contractor



 


The
Company and the Agency declare and agree that the Agency shall act as an independent contractor in the performance of its duties
under this Agreement. Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent,
or employee and employer between the Company and the Agency.


 


		6.	Non-Competition



 


		6.1	The
                                         Agency covenants and agrees not to consult or provide any services in any manner or capacity
                                         to a direct competitor of SEII or any of its subsidiaries during the duration of this
                                         Agreement unless express written authorization to do so is given by the Vice President,
                                         Strategic Business Development of SEII. A direct competitor of SEII or any of its subsidiaries
                                         for purposes of this Agreement is defined as any individual, partnership, corporation,
                                         and/or other business entity that engages in any of the businesses of SEII or any of
                                         its subsidiaries.



 


		6.2	The
                                         Agency shall not attempt in any way to solicit instructions, either in his own right
                                         or on behalf of others, from any client, investor or partner of SEII or any of its subsidiaries
                                         in respect of projects or jobs being handled by SEII or any of its subsidiaries, or in
                                         respect of which SEII or any of its subsidiaries is pursuing instructions, during the
                                         duration of this Agreement.



 


		6.3	The
                                         restrictions under Clauses 6.1 and 6.2 shall continue to apply for a period of one year
                                         after the termination of this Agreement.



 


		7.	Intellectual
                                         property



 


		7.1	The
                                         Agency shall give the Company full written details of all Inventions and of all works
                                         embodying Intellectual Property Rights made wholly or partially by him at any time during
                                         the Tenure. The Agency acknowledges that all Intellectual Property Rights subsisting
                                         (or which may in the future subsist) in all such Inventions and works shall automatically,
                                         on creation, vest in the Group absolutely. To the extent that they do not vest automatically,
                                         the Agency holds them on trust for the Group. The Agency agrees promptly to
                                         execute all documents and do all acts as may, in the opinion of the Company, be necessary
                                         to give effect to this Clause 7.1.



 





		7.2	The
                                         Agency hereby irrevocably waives all moral rights (and all similar rights in any jurisdiction)
                                         which he has or will have in any existing or future works referred to in Clause 7.1.


 





		7.3	The
                                         Agency irrevocably appoints the Company to be his attorney in his name and on his
                                         behalf to execute documents, use the Agency’s name and do all things which
                                         are necessary or desirable for the Group to obtain for itself or its nominee the
                                         full benefit of this Clause 7. A certificate in writing, signed by any director
                                         or the secretary of the Company, that any instrument or act falls within the
                                         authority conferred by this Agreement shall be conclusive evidence that such is the case
                                         so far as any third party is concerned.


 






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		7.4	The
                                         following definitions apply to Clauses 7 and 8:



 


Confidential
Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory)
relating to the business, products, affairs and finances of the Group for the time being confidential to the Group and
trade secrets including, without limitation, technical data and know-how relating to the business of the Group or
any of its business contacts.


 


Intellectual
Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights
in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software,
database rights, topography rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual
property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and
renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist
now or in the future in any part of the world.


 


Invention:
any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration,
and whether or not recorded in any medium.


 


		8.	Confidentiality
                                         



 


		8.1	The
                                         Agency agrees that, unless he has the prior written consent of the Company, he will:



 



		(i)	keep
confidential at all times the Confidential Information of the Group; and



 



		(ii)	ensure
                                         that any personnel or professional advisor to whom the Agency discloses the Group’s
                                         Confidential Information is aware of, and comply with, the provisions of this Clause
                                         8.1.



 


		8.2	The
                                         obligations of confidentiality in Clause 8.1 do not apply to any disclosure:



 



		(i)	for
                                         the purpose of performing the Agreement;




 


		(ii)	required
by law (including under the rules of any stock exchange); or



 


		(iii)	of
Confidential Information which:




 


		(a)	is
                                         publicly available through no fault of the Agency or his personnel; or



 


		(b)	was
                                         rightfully received from a third party without restriction or without breach of the Agreement.



 


		8.3	Except
                                         to the extent that the Agency has ongoing rights to use Confidential Information, the
                                         Agency must, at the request of the other party following the expiry or termination of
                                         the Agreement, promptly return to the Company or destroy all Confidential Information
                                         of the Group in the Agency’s possession or control.



 






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		9.	Construction



 


In
this Agreement, unless the context otherwise requires:


 


		(i)	words
                                         and defined terms expressed in the singular number shall include the plural and vice
                                         versa, and words expressed in the masculine shall include the feminine and neuter gender
                                         and vice versa;



 





		(ii)	the
                                         term “including” shall be interpreted to mean “including (without limitation)”
                                         whenever such term appears in this Agreement (and the terms “include” and
                                         “includes” shall be similarly interpreted);



 





		(iii)	the
                                         words “hereof”, “herein”, “hereto” and “hereunder”
                                         and words of similar import, when used in this Agreement, shall refer to this Agreement
                                         as a whole and not to any particular provision of this Agreement; and



 





		(iv)	the
                                         recital and the schedule, if relevant, are part of this Agreement and shall have effect
                                         accordingly.



 


		10.	Entire
                                         agreement



 


This
Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all previous
agreements and understandings (if any and whether in writing or not) between the parties in relation to the matters contemplated
by this Agreement.


 


		11.	Waiver



 


		11.1	The
                                         rights of a party may be waived by such party only in writing and, specifically, the
                                         conduct of any one of the parties shall not be deemed a waiver of any of its rights pursuant
                                         to this Agreement and/or a waiver or consent on its part as to any breach or failure
                                         to meet any of the terms of this Agreement or an amendment hereto. A waiver by a party
                                         in respect of a breach by the other party of its obligations shall not be construed as
                                         a justification or excuse for a further breach of its obligations.



 


		11.2	No
                                         delay or omission to exercise any right, power, or remedy accruing to any party upon
                                         any breach or default by the other under this Agreement shall impair any such right or
                                         remedy nor shall it be construed to be a waiver of any such breach or default, or any
                                         acquiescence therein or in any similar breach or default thereafter occurring.



 


		12.	Severance 



 


If
any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified
to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision
or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforceability of the rest of this Agreement.


 






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		13.	Notices



 


		13.1	Any
                                         notice or certificate required to be given by the Company to the Agency or by the Agency
                                         to the Company shall be in writing giving it shall be sufficiently given or served if
                                         delivered to the address and attention of the other party set out in Clause 13.3 or as
                                         otherwise notified from time to time hereunder with specific reference to this Agreement.
                                         All notices under this Agreement shall be in the English language.



 


		13.2	Any
                                         notice delivered personally shall be deemed to have been given at the time of such delivery.
                                         Any notice despatched by letter postage prepaid shall be deemed to have been given two
                                         (2) Business Days after posting. Any notice sent by e-mail shall be deemed to have been
                                         given upon the receipt of the sent confirmation by the e-mail account of the sender.



 


		13.3	The
                                         initial addresses and e-mail addresses of the Company and the Agency for the purpose
                                         of Clause 13.1 are as follows:-



 


	 	To the Company:	Cornwall Centre, 85 Castle Peak Road,
	 	 	Coffee Bay, Tuen Mun, N.T., Hong Kong
	 	 	Email: anthony.chan@seii.com
	 	 	Attention: Anthony Chan
	 	 	 
	 	To the Agency:	33 Dai Shing Street, Tai Po Industrial Estate, 
	 	 	Tai Po, N.T., Hong Kong.
	 	 	Email: eric.tang@atvgroup.com.hk
	 	 	Attention: Eric Tang


 


		13.4	Either
                                         party may change its address (or other details) to which notices can be sent to it by
                                         giving written notice of such change of address (or details) to the other party with
                                         specific reference to this Agreement and in the manner herein provided for giving notice.



 


		14.	Assignment



 


Neither
party shall have the right to assign or transfer any of its rights hereunder.


 


		15.	Laws
                                         and Arbitration



 


		15.1	This
                                         Agreement shall be interpreted and governed by the laws of the Hong Kong Special Administrative
                                         Region.



 


		15.2	Any
                                         dispute, controversy, difference or claim arising out of or relating to this Agreement,
                                         including the existence, validity, interpretation, performance, breach or termination
                                         thereof or any dispute regarding non-contractual obligations arising out of or relating
                                         to it shall be referred to and finally resolved by arbitration administered by the Hong
                                         Kong International Arbitration Centre under the Hong Kong International Arbitration Centre
                                         Administered Arbitration rules in force when the Notice of Arbitration is submitted.
                                         The seat of arbitration shall be in Hong Kong. The number of arbitrators shall be three:
                                         one arbitrator shall be chosen by each party to the dispute and those two arbitrators
                                         shall choose the third arbitrator. The arbitration proceedings shall be conducted in
                                         English.



 




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IN
WITNESS WHEREOF the Company and the Agency agree to the terms hereof.


 


	For and on behalf of	)		 	 
	the Company	)	 	 
	and signed by Chan Che Chung Anthony,	)	 	 
	Director	)	/s/ Chan Che Chung Anthony	
	 	 	 	 	 
	 	 	 	 	 
	Signed by	)		 	 
	the Agency	)	 	 
	and signed by Deng Junjie	)	 	 
	Director	)	/s/ Deng Junjie	



 




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