Avenue South Ltd. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

JOINT MARKETING AGREEMENT

This Marketing Agreement (this “Agreement”) is entered into
this 10th day of January, 2011 (the “Effective Date”) by and between Avenue
South Ltd., with offices at 5 Victory Road, Suffern, New York, United States and
Group Consultants Limited, with offices at 3/F, No. 43, Fa Yuen Street, Mongkok,
Kowloon, Hong Kong (the “Company”). Avenue South Ltd. and Company are sometimes
referred to herein collectively as the “parties” or individually as a “party.”


	A. 	Avenue South Ltd. provides, among other things, items for resale.
  
	 	 
	B. 	The Company provides, among other things, marketing services. 
	 	 
	C. 	The parties wish to enter into this Agreement to cooperate in certain
      co-marketing activities. 


     NOW, THEREFORE, in consideration
of the above premises, the representations, warranties and covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:

1. Marketing and Promotional Activities. To the extent
indicated on Exhibit A hereto, the parties agree to use commercially
reasonable efforts to engage in the marketing and promotional activities
described on Exhibit A hereto. 

2. Trademarks; Reservation of Rights. 

     2.1 Materials. To the
extent indicated on Exhibit A, each party will provide the other
party with electronic files containing the trademarks, logos and trade names of
such party to be used under this Agreement. 

     2.2 License by Avenue South
Ltd. Subject to the terms and conditions of this Agreement, Avenue South
Ltd. hereby grants to Company a non-exclusive, non-assignable,
non-sublicenseable, royalty-free, paid up, limited license [in the geographical
territory or other field of use] to use and display Avenue South’s Marks solely
as necessary to perform Company’s obligations under this Agreement and as
specifically described on Exhibit A.

     2.3 Licensee will not, at any
time during or after this Agreement, register, attempt to register, claim any
interest in, contest the use of, or otherwise adversely affect the validity of
any of Licensor’s Marks (including, without limitation, any act or assistance to
any act, which may infringe or lead to the infringement of any such Marks). 

     2.4 Reservation of Rights.
The parties acknowledge and agree that, except for the rights and licenses
expressly granted by each party to the other party under this Agreement, each
party will retain all right, title and interest in and to its products,
services, Marks, and all content, information and other materials on its
website(s), and nothing contained in this Agreement will be construed as
conferring upon such party, by implication, operation of law or otherwise, any
other license or other right. 

3. Warranties; Limitation of Liability.

     3.1 Warranties. Each party
represents and warrants to the other that (a) it has the full power to enter
into this Agreement and to perform its obligations hereunder, (b) this Agreement
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms, and (c) this Agreement does not
contravene, violate or conflict with any other agreement of such party. 

     3.2 Disclaimer. EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY
EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS
AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A
COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE
LAWS OF ANY JURISDICTION. 

     3.3 Limitation of
Liability. EXCEPT FOR THE PARTIES’ OBLIGATIONS PURSUANT TO SECTION
4, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR
LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF
LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY 




4. No Agency; No Disparagement. Notwithstanding anything
in this Agreement, neither party will make any claims, representations or
warranties on behalf of the other party or bind the other party, and neither
party is authorized to do so by this Agreement. The relationship between the
parties will be that of independent contractors. Nothing contained herein will
be construed to imply a joint venture, principal or agent relationship, or other
joint relationship, and neither party will have the right, power or authority to
bind or create any obligation, express or implied, on behalf of the other party.
During the term of this Agreement, each party shall not make any public
statements disparaging the other party’s [Marks], products or services. 

5. Indemnification. Except as expressly set forth in
this Section 5, neither party shall have any obligations to indemnify the
other party. 

     5.1 By Company. Company
agrees to indemnify and hold harmless Avenue South Ltd. from and against any and
all claims, damages, liabilities, losses, judgments, costs, and attorneys’ fees
arising directly out of, or relating to: (a) Company’s gross negligence or
willful misconduct in engaging in the marketing and promotional activities
described in Section 1 hereof.

     5.2 By Avenue South Ltd.
Avenue South Ltd. agrees to indemnify and hold harmless Company from and
against any and all claims, damages, liabilities, losses, judgments, costs, and
attorneys’ fees arising directly out of, or relating to: (a) Avenue South Ltd.’s
gross negligence or willful misconduct in engaging in the marketing and
promotional activities described in Section 1 hereof

6. Term and Termination. 

     6.1 Term. This Agreement
will be in effect for a 1 (one) year term commencing on the Effective Date
unless earlier terminated pursuant to this Section 6 6.2 Fees
Avenue South Ltd. Agrees to pay a quarterly fee of $5,000.00 for the
services described in Exhibit A. 

     6.3 Termination For Cause.
Either party, for any reason, may terminate this Agreement upon thirty (30) days
prior written notice to the other party.

7. General.

     7.1 Confidential
Information. The disclosure and use of any confidential information
exchanged by the parties is governed by a separate confidentiality agreement
entered into by the parties. .

     7.2 Waiver; Severability.
No waiver of a party’s rights shall be effective unless such waiver is in
writing signed by the waiving party. If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held
invalid, illegal, against public policy or is otherwise unenforceable, the
remainder of this Agreement or the application of such provision to persons or
circumstances other than those to which it is held invalid shall not be affected
thereby. 

     7.3 Assignment. Either
party shall have the right to assign this Agreement provided that such party
provides prior written notice of such assignment to the other party.

     7.4 Notices. Any notice
required or permitted to be given by either party under this Agreement shall be
in writing and sent to each party at its address or facsimile number set forth
in the first paragraph of this Agreement, or such new address or facsimile
number as may from time to time be supplied by the parties hereto in accordance
with this Section 7.4.

     7.5 Captions; Entire
Agreement; Amendment. The captions or headings of the Sections of this
Agreement are for reference only and are not to be construed in any way as part
of this Agreement. This Agreement constitutes the complete understanding and
agreement of the parties and supersedes all prior and contemporaneous
negotiations, understandings and agreements with respect to the subject matter
of this Agreement. Any modification or amendment of any provision of this
Agreement will be effective only if in writing and signed by an authorized
representative of both parties. 

     7.6 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original, but all of which together shall constitute one
instrument. 

***************** 



IN WITNESS WHEREOF, the parties have executed this Marketing
Agreement as of the date first written above. 

	Avenue South Ltd. 	Group Consultants Limited
    
	 	 
	By: /s/ Irina Goldman                        
     	By: /s/ Gary Sze Wai Yan                           
     
	Name: Irina Goldman 	Name: Gary Sze Wai Yan 
	Title: President and Principal Accounting Officer 	Title: Director 









Exhibit A 

Marketing and Promotional Activities 

The parties will engage in the marketing and promotional
activities which are marked by an “X” below: 

	“X” 	Description of Activity 	Additional Information 
	X 	Development of joint marketing materials 	  
	X
	Endorsement and introduction of products sold by Avenue South
      Ltd to other party’s customers 	
	X
	Endorsement and introduction of Avenue South Ltd. to other
      party’s sales agents and representatives 	
	X 	Training of, and support provided to, the other party’s sales
      personnel 	  
	X
	Joint
      attendance/sponsoring of trade shows, conventions, conferences, and other
      events agreed by the parties 	
	  	Other: