Marketing Agreement

1)

This Agreement is entered into by and between LA Pride, (the “PR”) and OSL Holdings, Inc. (“OSL”).

2)

OSL is currently developing and offering a variety of products and services and the PR would like those products and services to be offered to its attendees.  The parties intend that the successful implementation of this Agreement will assist OSL in developing and marketing its product and services mix, will assist in providing important product and services to the PR’s attendees, will generate fees for both parties and increase attendance at events and sponsorships. The PR will seek to work in partnership with OSL to highlight the strength, power and vitality of the LGBT dollar with a joint branded experience, for instance, “LGBT Dollar Day,” similar to the “Cyber Monday” campaign that promotes shopping online, to be determined.

3)

OSL will launch a Rewards program outlined in Exhibit A that will use the PR festival as a vehicle to engage prospective sponsors and retail partners for the benefit of PR and OSL.

4)

PR hereby agrees to exclusively endorse the OSL Rewards Program and grants OSL the exclusive third party marketing rights to its attendees for the following Products

 

(a)

Loyalty Rewards (Event, HR, Supplier, Consumer)

 

“Loyalty Program” – a service which offers individuals and/or businesses the right to participate in the program under certain rules set by the service provider, and which is designed to increase business activity for businesses that participate in the program and to create attractive buying opportunities for participating individuals and/or businesses.

 

“Reward Currency” – a virtual currency that is awarded to a person or business in exchange for activities such as buying certain products or frequenting a particular merchant, and which can be used subject to certain rules of the Loyalty Program Provider in a purchase transaction other goods or services.

 

(b)

Any other product or service mutually agreed upon

5)

During the term of this Agreement

 

a)

PR and OSL agree to actively market the Products and as part of this marketing will issue periodic joint press releases after the execution of this agreement, prior to an event and otherwise as needed.  OSL will allocate a minimum of $50,000 of promotional media to a targeted LGBT audience for LA Pride & OSL Rewards.

 

b)

OSL shall have the right to use the words “endorsed” by the PR and an “Exclusive Marketing Partner” of the PR for those areas listed in paragraph 3 and use the PRs logo and any other terms and images mutually agreed upon on its web sites and promotional materials with the PR having final approval for how its logo is used and replicated because it is intellectual property.

 

i)

Additionally the PR will use its best efforts to cross promote the Products on its website and general communication to its attendees and integrate OSL into the “fabric” of the LA Pride event.

 

c)

The PR shall include marketing materials for OSL at events, in newsletters and endorsed emails to be distributed by the PR and/or OSL.

 

d)

OSL & PR will have access to each others’ attendees, sponsors and the PR’s general database to market the Products.  PR will control distribution to its existing database.  OSL will also create a separate database of members and prospects that it will market its Products to.  OSL plans to market through email, direct mail and or other marketing vehicles to PR’s database with PR’s approval.

 

e)

OSL & PR may also enter into mutually agreed upon additional programs around the PR events that may require assets of PR and OSL.

6)

The parties will use their best efforts to jointly market the Products to attendees and potential attendees  of the PR, but neither party shall have any ownership in the database of the other party. Nothing herein shall be construed as to restrict in any way either party’s ability to increase or enhance its database.

7)

It is understood and agreed that OSL will be entering into similar marketing agreements with other membership groups and that there are no restrictions on OSL’s ability to do so.

8)

It is also agreed that the endorsement and exclusive marketing rights granted herein by the PR to OSL are integral to OSL’s business strategy and the primary consideration for the fees sharing.

9)

The PR will only receive fees sharing for a portion of fees generated by its event attendees.  Due to the fact that OSL will be entering into marketing agreements with other membership groups it is possible that there may be more than one membership group claiming a fees share from a particular member. OSL will use its good faith efforts to resolve any disputes or conflicts in a fair and equitable way and to enact policies and procedures from time to time to avoid, if possible, any conflicts and to resolve them if necessary. Possible solutions may include but are not limited to sharing of pooled fees, first in first out, customer registration, customer choice and others. OSL will establish such policies that in its good faith belief will fairly distribute any overlapping fees claims between appropriate membership groups. OSL’s decisions shall be final, in these cases. OSL shall not be required to distribute in aggregate more than one fees share portion for any one fees item. Additionally it is understood that the PR shall only be entitled to a fees share for fees generated from its members or efforts.

10)

The initial term of this Agreement shall be one year from the Term Start Date. The Agreement shall automatically renew for successive one year terms unless terminated in writing 180 days or more prior to renewal pursuant to paragraph 9) below.

11)

In the event of any material default, OSL or the PR shall notify the other party of such default and if such default is not cured within 60 days of receipt of such notice, either party may terminate the Agreement. In the event this Agreement is terminated a)no fees share payments will be due after the date of notice of termination, b)each party will use its good faith efforts to cease representing that an exclusive endorsement or marketing relationship exists and c)neither party shall be restricted from marketing any products or services to any customers.

12)

The PR understands that Products are owned by OSL Holdings, Inc. a publicly traded company and is therefore subject to various disclosures, reporting, compliance and securities related rules and regulations and agrees to comply with all such rules and regulations when necessary and not to take any actions that may prevent OSL from complying with such obligations.

13)

Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by New York  law, excluding any laws that direct the application of another jurisdiction’s laws.

14)

Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed as follows:

If to: OSL

Attention: Bob Rothenberg,

C/O OSL Holdings, Inc.

60 Dutch Hill Road, Suite 15

Orangeburg NY 10962

If to PR:

Attention: Rodney Scott

c/o PR

Board President

CSW / LA Pride

Fax:   ###-###-####

8235 Santa Monica Boulevard, #302

West Hollywood, California, 90046

15)

Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

16)

Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

17)

Severability of Agreement. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

18)

Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies

19)

Necessary Acts, Further Assurances. The parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

20)

This Agreement may be executed in counterparts and by fax.

21)

Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

22)

Each Party shall hold harmless, and indemnify the other Party and its principals, board of directors, officers, agents, consultants, employees, contractors, volunteers and participating event sponsors and rewards’ program participants against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense accrued at either the PR event or in conjunction with utilizing the reward card. Neither Party shall be indemnified hereunder for any loss, liability, damage, or expense resulting from its sole negligence or willful misconduct. Notwithstanding the indemnity provisions contained herein, except for a Party’s willful misconduct or sole negligence, each Party shall be responsible for damage to its own components of this agreement.

23)

Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.