ex_10-1.htm


    
      

      

    

    Exhibit
10.1

     

    
ASSIGNMENT
AGREEMENT

    


    THIS AGREEMENT made as of the
7th  day of  May, 2009 with an effective date of May 1st,
2009.

    


    BETWEEN:

    


    9191-4200 Quebec Inc., a
corporation incorporated under the laws of the Province of Quebec and having its
head office at 500 St-Martin Blvd. suite 550, Laval, Quebec, H7M 3Y2
CANADA,

    


    (hereinafter
referred to as the "Company")

    


     OF
THE FIRST PART,

    


    -- and
--

    


    Teliphone Corp, a Corporation
incorporated under the laws of  Nevada and carrying on business
as  and having its head office at 194 St-Paul St. West, Suite 303,
Montreal, Quebec, H2Y 1Z8 CANADA,

    


    (hereinafter
referred to as the "Assignee")

    


     OF
THE SECOND PART.

    


    WHEREAS the Company is the
owner in full property of clients for which it provides services under the terms
of contracts signed and delivered in the course of the Company’s
business;

     

    WHEREAS the Company has agreed
to Assign all of its clients  (the "Clients") to the
Assignee;

    


    WHEREAS the Assignee has
agreed to receive the Clients upon Assignment on the terms and conditions
hereinafter contained;

    


    AND CONSIDERING the company
disbursed an amount of 240 000$ for the benefit of the assignee for the
implementation of a credit line with TD Canada Trust;

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the respective covenants and
agreements of the parties contained herein, the sum of one dollar paid by each
party hereto to each of the other parties and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each of the parties hereto) it is agreed as follows:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    ARTICLE
ONE -- ASSIGNED CLIENTS

    


    
      	
              1.1

            	
              Transfer
      and Assignment of the Clients. At the time of
      execution of this Agreement the Company shall transfer to the Assignee,
      all of the clients it has been transferred with by Orion Communications Inc.
      (Orion), (hereinafter collectively referred to as the "Assigned
      Clients"). Title to, ownership of and all property rights in the Assigned
      Clients shall become the Assignee property upon the conditions set forth
      in this agreement.

            


    

    


    
      	
              1.2

            	
              Under
      the conditions specified in this agreement, the property of the “Clients”
      shall be deemed the property of the Assignee and the Assignee shall
      provide the clients with the services they are entitled to under the terms
      of their contractual agreement signed with Orion and the Assignee shall
      deliver such services in the usual course of business as provided for in
      the contract.

            


    

    


    ARTICLE
TWO -- REMITTANCE OF CLIENTS CONTRACTS

    


    
      	
              2.1

            	
              Contracts
      to be Remitted. The Company shall
      furnish to the Assignee the material copy of all the  Assigned
      Contracts and the contracts shall bear the addresses of all clients
      together with the description of the services to be rendered and the
      monthly remittance the Clients have to
pay.

            


    

    


    ARTICLE
THREE – CONDITIONS FOR ASSIGNMENT/REMUNERATION

    


    
      	
              3.1

            	
              Assignee
      Remuneration. The Assignee shall
      receive as its remuneration, the amount realized from the assigned
      contracts as specified for each one. The Assignee shall not be entitled to
      any other remuneration from the
Company.

            


    

    


    
      	
              3.2

            	
              Consideration
      for the assignment.  In consideration for the assignment,
      the Assignee shall support any and all of the obligations of Orion, as
      specified in the contracts and as necessary  for the good
      management of the Contracts assigned in the due course of
      business;

            


    

    


    
      	
              3.3

            	
              Assignee
      Liable for Taxes, Licence Fees, etc. The Assignee will pay
      when due all taxes, rates, license fees or other charges imposed by any
      duly constituted authority on the Assignee, on the Company, on the
      Assigned Contracts or on the
  proceeds  thereof;

            


    

    


    
      	
              3.4

            	
              Remuneration.  The
      assignee shall pay the company under the terms of this assignment with a
      yearly amount equivalent to 50% of the gross benefit generated by the
      management of the contracts.

            


    

    


    ARTICLE
FOUR-- GENERAL CONTRACT PROVISIONS

    


    
      	
              4.1

            	
              Notices. All notices, requests,
      demands or other communications (collectively, "Notices") by the terms
      hereof required or permitted to be given by one party to any other party,
      or to any other person shall be given in writing by personal delivery or
      by registered mail, postage prepaid, or by facsimile transmission to such
      other party as follows:

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              (a)

            	
              To
      the Company at:

            


    

    


    
      	
               
      

            	
              500
      St-Martin Blvd. suite 550

            


    

    
      	
               
      

            	
              Laval,
      Quebec, H7M 3Y2

            


    

    
      	
               
      

            	
              CANADA

            


    

    
      	
               
      

            	
              ATT :
      Gilles Poliquin

            


    

    


    
      	
               
      

            	
              (b)

            	
              To
      the Assignee at:

            


    

    


    
      	
               
      

            	
              194
      St-Paul St. West, Suite 303

            


    

    
      	
               
      

            	
              Montreal,
      Quebec, H2Y 1Z8

            


    

    
      	
               
      

            	
              CANADA

            


    

    
      	
               
      

            	
              ATT:
      George Metrakos

            


    

    


    or at
such other address as may be given by such person to the other parties hereto in
writing from time to time.

    


    All such
Notices shall be deemed to have been received when delivered or transmitted, or,
if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing
thereof. If any Notice shall have been mailed and if regular mail service shall
be interrupted by strikes or other irregularities, such Notice shall be deemed
to have been received 48 hours after 12:01 a.m. on the day following the
resumption of normal mail service, provided that during the period that regular
mail service shall be interrupted all Notices shall be given by personal
delivery or by facsimile transmission.

    


    
      	
              4.2

            	
              Additional
      Considerations. The parties shall sign
      such further and other documents, cause such meetings to be held,
      resolutions passed and by-laws enacted, exercise their vote and influence,
      do and perform and cause to be done and performed such further and other
      acts and things as may be necessary or desirable in order to give full
      effect to this Agreement and every part
thereof.

            


    

    


    
      	
              4.3

            	
              Counterparts. This Agreement may be
      executed in several counterparts, each of which so executed shall be
      deemed to be an original and such counterparts together shall be but one
      and the same instrument.

            


    

    


    
      	
              4.4

            	
              Time of the
      Essence.
      Time shall be of the essence of this agreement and of every part hereof
      and no extension or variation of this Agreement shall operate as a waiver
      of this provision.

            


    

    


    
      	
              4.5

            	
              Entire
      Agreement.
      This Agreement constitutes the entire agreement between the parties with
      respect to all of the matters herein and its execution has not been
      induced by, nor do any of the parties rely upon or regard as material, any
      representations or writings whatever not incorporated herein and made a
      part hereof and may not be amended or modified in any respect except by
      written instrument signed by the parties hereto. Any schedules referred to
      herein are incorporated herein by reference and form part of the
      Agreement.

            


    

    


    
      	
              4.6

            	
              Enurement. This Agreement shall
      enure to the benefit of and be binding upon the parties and their
      respective successors and assigns.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              4.7

            	
              Currency. Unless otherwise
      provided for herein, all monetary amounts referred to herein shall refer
      to the lawful money of Canada.

            


    

    


    
      	
              4.8

            	
              Headings
      for Convenience Only. The division of this
      agreement into articles and sections is for convenience of reference only
      and shall not affect the interpretation or construction of this
      Agreement.

            


    

    


    
      	
              4.9

            	
              Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws
      of the Province of Ontario and the federal laws of Canada applicable
      therein and each of the parties hereto agrees irrevocably to conform to
      the non-exclusive jurisdiction of the Courts of such
    Province.

            


    

    


    
      	
              4.10

            	
              Gender. In this Agreement,
      words importing the singular number shall include the plural and vice
      versa, and words importing the use of any gender shall include the
      masculine, feminine and neuter genders and the word "person" shall include
      an individual, a trust, a partnership, a body corporate, an association or
      other incorporated or unincorporated organization or
    entity.

            


    

    


    
      	
              4.11

            	
              Calculation
      of Time.
      When calculating the period of time within which or following which any
      act is to be done or step taken pursuant to this Agreement, the date which
      is the reference date in calculating such period shall be excluded. If the
      last day of such period is not a Business Day, then the time period in
      question shall end on the first business day following such non-business
      day.

            


    

    


    
      	
              4.12

            	
              Legislation
      References.
      Regulation, order or act of any government, governmental body or other
      regulatory body shall be construed as a reference thereto as amended or
      re-enacted from time to time or as a reference to any successor
      thereto.

            


    

    


    
      	
              4.13

            	
              Severability. If any Article,
      Section or any portion of any Section of this Agreement is determined to
      be unenforceable or invalid for any reason whatsoever that
      unenforceability or invalidity shall not affect the enforceability or
      validity of the remaining portions of this Agreement and such
      unenforceable or invalid Article, Section or portion thereof shall be
      severed from the remainder of this
Agreement.

            


    

    


    
      	
              4.14

            	
              Assignee
      not an Agent. This Agreement shall
      not constitute the Assignee an agent for the Company except for the
      express purpose stated herein.

            


    

     

    
      	
              4.15

            	
              Transmission
      by Facsimile. The parties hereto
      agree that this Agreement may be transmitted by facsimile or such similar
      device and that the reproduction of signatures by facsimile or such
      similar device will be treated as binding as if originals and each party
      hereto undertakes to provide each and every other party hereto with a copy
      of the Agreement bearing original signatures forthwith upon
      demand.

            


    

    


    IN WITNESS WHEREOF the parties
have duly executed this Assignment Agreement this  7th  day
of  May, 2009.

     

    
      
        	
                 

              	 	 	
                /s/ Gilles
      Poliquin

              	 
	
                 

              	 	 	
                      
                  For
      the Company

                  9191-4200
      Quebec Inc.

                  Gilles
      Poliquin

                  Authorized
      Signing Officer

                

              	 


      

    

     

    
      
        
          	
                   

                	 	 	
                  /s/ George
      Metrakos

                	 
	
                   

                	 	 	
                        
                          
                      For
      the Assignee

                      Teliphone
      Corp.

                      George
      Metrakos

                      Authorized
      Signing Officer

                    

                  

                	 


        

      

       

       

      4