Golden Aria Corp.: Exhibit 10.1 - Prepared by TNT Filings Inc.


















Exhibit 10.1



Independent Sales and Marketing Representative Agreement



This Agreement is made in California as of January 31, 2010 between Global Solar Water Power Systems, a California Corporation, having its principal place of business at #105 2500 Sweetwater Springs Blvd, Spring Valley California (hereinafter called
"the Company") and Golden Aria Corp. (soon to be renamed Enertopia Corporation) having its principal place of business at Suite 950, 1130 West Pender St, Vancouver BC Canada (hereinafter called "Representative").


A. 


The Company markets various solar and/or wind turbine powered water filtration
products in the United States and around the world. The products are in various
sizes, transportable, and combine various filtration, membrane, UV, or other
technologies to convert various water sources into clean drinking water. 


B. 


The Company desires to obtain the services of Representative, and Representative
desires to provide services to the Company in accordance with the terms,
conditions and covenants set forth in this Agreement. Accordingly, in
consideration of the mutual covenants and undertakings set forth herein, the
parties hereby agree as follows:


1. 



Appointment and Acceptance.




A. 


The Company hereby appoints Representative as the Company's independent sales
representative to solicit orders for those solar and/or wind turbine powered
water filtration products marketed from time to time by the Company and/or the
Representative.


B. 


Representative shall solicit orders for Company Products and market on an
EXCLUSIVE basis everywhere throughout the Continent of Africa; and at this time
on a NON EXCLUSIVE basis throughout the rest of the world, with the exception of
the nation of Iraq which is not available at this time, (hereinafter called "the
Territory"). Representative shall not solicit or accept orders for Company
Products in or for the nation of Iraq.


C.  



Representative may solicit orders for the Products from any O.E.M. or private label accounts only if it receives written authorization to do so on a case-by-case basis, in advance, from the Company. Further, the Company shall have the right, from
time to time, at its sole discretion, to designate other account categories and/or specific accounts within the Territory as accounts which shall be serviced by the Company directly as Reserved Factory Accounts, regardless of whether Representative
previously has serviced such account categories or accounts on the Company's behalf.











D. 



Representative hereby accepts its appointment hereunder. 


2.  


Responsibilities of Representative. Representative shall satisfy the following responsibilities at all times during the term of this Agreement:


A. 


Representative and its staff shall conduct themselves in a manner consistent
with the high image, reputation and credibility of the Company and Company
Products, and shall engage in no activities which reflect adversely on the
Company or the Products.


B. 


Representative shall use its best efforts to solicit orders for the Products,
shall promote the sale of the Products in a diligent manner, and shall forward
all orders to the Company promptly.


C. 


Representative shall maintain an office in the Territory which shall be open and
staffed adequately during normal business hours. Representative shall employ and
maintain adequately trained and competent personnel in numbers sufficient to
carry out and perform properly and fully all of Representative's
responsibilities under this Agreement.


D. 


Representative shall endeavor to open, create, employ, or otherwise engage secondary distribution of the Products throughout the Territory, at the Representative’s sole discretion, through engagement of third party distributors, subject only
to reaching mutually acceptable business arrangements with the Company, the third parties, and itself as Representative. 


E. 


In the event that Representative becomes aware of any actual or potential claim
against the Company by any person or entity, Representative shall notify the
Company immediately.


F. 


Representative shall furnish the Company, on a timely basis, with sales call
reports, sales forecasts, and such other information pertinent to
Representative's performance hereunder, as the Company may request.


G. 


Representative shall comply with all applicable federal, state and local laws
and regulations in performing its responsibilities hereunder.


H. 


Representative shall assist the Company in obtaining relevant financial
information concerning Company accounts and potential accounts within the
Territory.


I. 


To the extent not otherwise required herein, Representative shall provide
complete cooperation to the Company in order to assist the Company in maximizing
the Company's success within the Territory. 


3. 



Relationship of the Parties. Representative acknowledges that it has its own independently established business which is separate and apart from the Company's business. Representative at all times shall be considered an independent
contractor with respect to its relationship with the Company. Nothing contained in this Agreement shall be deemed to create the relationships of employer and employee, master and servant,
franchisor and franchisee, between the parties.











4. 



Scope and Limitations of Representative's Authority.


A. 


Representative has authority to solicit and accept orders subject to acceptance
or rejection by the Company, in whole or in part, at the Company's sole
discretion.


B. 


The Company shall have the sole right to determine the accounts to whom the
Products shall be sold, and Representative shall have no right or authority to
obligate the Company to sell the Products to any account.


C. 


Prices, credit terms, sales programs and other terms and conditions of sale
governing transactions between the Company and its customers shall be those
adopted by the Company from time to time, at its sole discretion. Representative
shall have no authority to modify any such prices, credit terms, sales programs
or other terms or conditions of sale, to authorize any customer to return the
Products to the Company for credit, or to obligate or bind the Company in any
other manner.


D. 


Representative at no time shall engage in any unfair trade practices with
respect to the Company or the Products, and shall make no false or misleading
representations with respect to the Company or the Products. Representative
shall refrain from communicating any information with respect to guarantees or
warranties regarding the Products, except such as are expressly authorized by
the Company or are set forth in the Company's literature or other promotional
materials.


E. 


Except as authorized by the Company, Representative shall have no authority to
make collections from customers, but shall assist the Company in collections
upon the Company's request, and shall remit any collected funds to the Company
immediately.


F.  


Representative shall not use the Company's tradenames or trademarks or any names closely resembling same as part of Representative's corporate or business name, or in any manner which the Company in its sole discretion, may consider misleading or
otherwise objectionable.


G. 


Representative shall not attempt to fix the prices at which any account or
prospective account of the Company may resell the Company Products, it being
acknowledged and understood that the Company accounts are free to determine
resale prices at their sole discretion. 


5. 



Commissions.




A. 


Commissions shall be computed on the net invoice price of the Products. The "net
invoice price" shall be computed by deducting from the gross sales price, all
taxes, freight, insurance charges, credits (arising from returns or other
adjustments), discounts, rebates or allowances of any kind, except prompt
payment discounts.


B. 



The compensation to be paid by the Company to Representative in consideration
for all services rendered by Representative as an independent sales
representative for the Company shall be commissions on sales of the Products.
The sales commissions will be not less than 5% of the net invoice price and not
more than 12% of the net invoice price. 











The Company and Representative shall have the right to jointly determine specific sales cases individually to generate unique commissions by their joint agreement on a case by case basis. 


C.  


Subject to the final settlement procedures set forth in section 6 and to the debit provisions of subparagraph (C.i.e.) hereof, and to terms within the Sales Agreements between the Company and customers that define precise terms of progress draw
schedules, final payments and retentions, shipping and payment schedules, commissions shall become earned and due to Representative in accordance with the following provisions:


i)  


Except as otherwise provided in this Agreement, commissions on commissionable orders shall be considered earned and due to Representative on the 30th day following the last day of the preceding month in which the order is shipped to
the customer. For example, commissions on commissionable orders shipped during August 1 to August 31 shall be considered earned, payable and due to Representative on September 30.


ii)  


Commissions on any shipment(s) made subsequent to any expiration or termination of this Agreement shall be considered earned and due to Representative only if the shipment relates to an order received and accepted by the Company prior to the
expiration or termination date, is made within Thirty (30) days of such expiration or termination date, and otherwise becomes earned and due pursuant to the provisions of Paragraph 6 hereof.


iii) 


No commissions shall be considered earned and due to Representative under any
circumstances with respect to:


a) 


Sales to any Reserved Factory Accounts or to any other accounts from which
Representative is not authorized by the Company to solicit orders; or 


b)  


Sales of parts or promotional items, sales of any products not covered by this Agreement, accommodation sales, sales made to Representative or to any of its employees, or sales to any other entity in which Representative or any principal(s) of
Representative has any ownership or other financial interest; or

c) 

Any unfilled orders; or

	d) 

Any shipments made more than Thirty (30) days after any expiration or
termination of this Agreement, regardless of whether the order(s) in question has been submitted to the Company prior to the expiration or termination date; or


e) 


Any orders submitted to the Company after any expiration or termination of this
Agreement.


D. 



In those cases in which the Company ships an order to an account's outlets in
more than one territory, or to an account's central redistribution to more than
one territory, the Company, at its sole discretion, may apportion such
commissions to more than one
representative, in proportions deemed by the Company, in its sole judgment, to be equitable. All such determinations in any particular instance shall not be binding on the Company in subsequent instances.











E. 


The monthly commissions otherwise payable to Representative shall be offset by
any debits issued against Representative's commission account. Debits shall be
issued in accordance with the following provisions of Paragraph 6 hereof:


i) 


If any credits, discounts, rebates or allowances (except prompt payment
discounts) are granted to an account after merchandise has been shipped and
invoiced, a debit will be issued for the commissions allocable thereto.


ii) 


A debit will be issued against the commissions allocable to any amounts which
are more than Ninety (90) days past due, and/or are written off by the Company
as bad debts. Any subsequent collection of all or any portion of such amounts
shall be distributed proportionately to the Company and the Representative as to
the original sales commission rate on that particular sale.


iii) 


The Representative agrees to a debit up to but not exceeding the unpaid
commission amount, dollar for dollar, to compensate the Company if the Company
incurs any legal expense or pays any collection agency for the collection or
attempted collection of any unpaid amounts from accounts serviced by
Representative.


iv) 


Debits shall be issued during the term of this Agreement and thereafter, until
the completion of the final reconciliation, as provided in Paragraph 6 hereof.
All debits issued in any particular calendar month shall serve to reduce the
commissions payable to Representative in succeeding calendar months until said
debits have been offset in their entirety against commissions.


D.


The Company shall furnish Representative periodically but not less than quarterly with statements reflecting the status of Representative's commission account. If Representative has objections with respect to any such statement, whether regarding
its accuracy, completeness or any other matter, Representative shall make such objection(s) known to the Company in writing within thirty (30) days after the date of the statement. ANY AND ALL OBJECTIONS AS TO WHICH WRITTEN NOTICE IS NOT RECEIVED BY
THE COMPANY WITHIN THE THIRTY (30) DAY PERIOD SHALL BE DEEMED WAIVED AND ABANDONED.


6. 



Final Settlement Procedures. Notwithstanding anything contained in Paragraph 5, any commissions otherwise becoming earned and due to Representative as of the expiration or termination date of this Agreement, or thereafter, may be withheld
by the Company and shall become due, if at all, only after a final reconciliation is performed by the Company One Hundred Fifty (150) days subsequent to the expiration or termination date ("the Reconciliation Date"). In lieu of withholding the
entire amount of such commissions, the Company may, at its option, withhold only that portion as the Company deems necessary for its financial protection. The Company shall debit Representative's commission account on the Reconciliation Date for the
commissions allocable to any outstanding invoices applicable to customers serviced by Representative, which the Company believes are uncollectible or in jeopardy of non-payment. If the debits allocable to such invoices, together with any other debits not previously offset against commissions do not exceed the amount of any remaining commissions otherwise payable to Representative, the difference between the
remaining commissions and the outstanding debits then shall be considered earned and due, and thereupon shall be paid by the Company to Representative. If all outstanding debits exceed the remaining commissions, no additional commissions shall be
considered earned and due, and Representative shall be required to pay the Company the difference between such outstanding debits and the remaining commissions, upon receipt of the Company's statement therefor. After the Reconciliation Date, no
additional commissions shall become earned and due to Representative, and the Company shall not be entitled to issue any additional debits against Representative's commission account.











7. 




Competitive Products.




A. 


Unless authorized by the Company in writing, Representative shall not act, at
any time during the term of this Agreement, as a sales or marketing
representative for any products or product lines other than the Company’s which
are solar powered or wind powered transportable water purification equipment or
technology.


B. 


In order to ensure Representative's compliance with subparagraph A. hereof, Representative shall identify, from time to time, when requested by the Company, all products or product lines other than the Company Products, for which Representative
(or any other business entity in which Representative or any of its principals has any ownership or other financial interest) is acting as a sales representative. Representative, in any event, shall notify the Company in writing, whenever
Representative or any such other business entity is contemplating the commencement of representation for any additional products or product line(s). 


8. 



Product Changes.




A. 


The Company shall have the right, at its sole discretion, to modify any or all
of the Products at any time, with 30 days prior written notice and without
incurring any liability to Representative, the company will work with
Representative to develop and preserve successful Products.


B. 


The Company shall have the right to discontinue any or all of the Products only
after providing 180 days written advance notice to the Representative,


C. 


If the Company discontinues any Product as per Section 8 B) because of a
takeover, change of control or reorganization of the Company, then the Company
at the time of providing such notice, waives the Competition restrictions of
Section 7 for that Product only, in order to allow the Representative to
continue to compete in that market sector with third parties.


9.  



Purchases for Resale.  In the event that the Company and Representative agree that Representative shall purchase quantities of the Company's Products for resale, any such purchases shall be at such prices and upon such other terms and
conditions of sale as are determined by the Company and Representative as per joint negotiations.











10. 



Proprietary Information. All financial, engineering, sales, marketing or other information disclosed by the Company to Representative as a consequence of Representative's relationship with the Company shall be treated by Representative as
the Company's trade secrets and shall not be disclosed by Representative to any other person, firm or entity, during the term of this Agreement or for two years thereafter, without the prior written consent of the Company, except to the extent that
such information is in the public domain at the time of its disclosure to Representative or thereafter becomes in the public domain through no fault of Representative.


11.  


Representative's Business Expenses. Representative shall bear the entire responsibility for any and all expenses incurred in connection with its business (including, but not limited to leaseholding expenses, salaries, telephone and
traveling expenses), and the Company shall not be obligated to pay any such expenses or to reimburse Representative therefore.


The Company shall have no responsibility for the payment of withholding, Social Security or unemployment taxes, or any similar taxes or other payments, with respect to commissions earned by Representative hereunder. If, notwithstanding the
provisions of this paragraph, any such withholding or employment taxes or payments ever are assessed against the Company regarding commissions, Representative shall reimburse the Company promptly for all sums paid by the Company, including any
interest or penalties 


12. 


Taxes. Both the Company and the Representative shall be responsible for the remuneration to governing jurisdictions, of all applicable income taxes and other taxes on revenues.


13. 



Duration of Agreement/Termination.




A.


This Agreement shall remain in effect until 5 PM, PST, January 31, 2015, unless terminated sooner as provided in subparagraph B., or unless extended for an additional period. Any such extension shall be operative only if effectuated by a
written instrument executed by both parties. NEITHER PARTY SHALL BE OBLIGATED TO EXTEND THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE INITIAL TERM OR ANY SUCCEEDING TERM. Although either party may elect to provide the other with advance
notice of any intention not to extend this Agreement upon its expiration, such notice shall not be required, it being understood that the notice provisions of subparagraph B apply solely to termination prior to expiration.


B. 


Either Representative or the Company may terminate this Agreement, at will, at
any time during the initial term or any succeeding term, and such termination
may be either with or without cause. If the termination is without cause, Three
Hundred and Sixty Five (365) days advance written notice must be provided by the
terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH THREE
HUNDRED SIXTY-FIVE (365) DAY PERIOD IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS
REQUIRED TO ADJUST ITS BUSINESS OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause, no advance notice shall be required, but may be provided at the option of the terminating party. "Cause" for purposes of this
paragraph shall include, but not necessarily be limited to, the following:











i) 


In the case of termination by Representative, cause shall exist if the Company
materially breaches any provision of this Agreement.


ii) 


In the case of termination by the Company, cause shall exist if the
Representative materially breaches any provision of this Agreement.


iii) 


Cause shall exist for termination by either party if the other party assigns or
attempts to assign this Agreement, except as permitted hereunder, liquidates or
terminates its business, is adjudicated bankrupt, makes an assignment for the
benefit of creditors, invokes the provisions of any law for the relief of
debtors, or files or has filed against it any similar proceeding. 


iv) 


If the grounds for an early termination to this Agreement are reached as a
result of any event referred to in 13. I; ii; or iii, then the breached or
damaged party may, at its sole discretion, waive its rights to termination
provided that it has been furnished with immediate notification of said breach.
This clause for discretion by the offended party shall supersede the automatic
termination provided for elsewhere in this Agreement. 


C. 


Upon any expiration or termination of this Agreement, Representative shall cease
holding itself out in any fashion as a sales representative for the Company, and
shall return to the Company, all sales literature, price lists, customer lists
and any other documents, materials or tangible items pertaining to the Company's
business, with the exception of any Company Product, which may have been
purchased by Representative. Company agrees that the information of customers
that have been sourced and serviced by the Representative belongs jointly to the
Representative and the Company, and the Representative is entitled to keep and
use that information only in future business after the expiration of this
Agreement. 


D. 


THIS AGREEMENT IS EXECUTED BY BOTH THE COMPANY AND REPRESENTATIVE WITH THE
KNOWLEDGE THAT IT MAY BE TERMINATED OR NOT EXTENDED. NEITHER REPRESENTATIVE NOR
THE COMPANY SHALL BE LIABLE TO THE OTHER FOR COMPENSATION, REIMBURSEMENT FOR
INVESTMENTS OR EXPENSES, LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
DAMAGES OF ANY OTHER KIND OR CHARACTER, BECAUSE OF ANY EXERCISE OF ITS RIGHT TO
TERMINATE THIS AGREEMENT, AS PROVIDED HEREUNDER, OR BECAUSE OF ANY ELECTION TO
REFRAIN FROM EXTENDING THE DURATION OF THIS AGREEMENT UPON THE EXPIRATION OF THE
INITIAL TERM OR ANY SUCCEEDING TERM.


14.  



Applicable Law, Forum Selection and Consent to Jurisdiction. This agreement shall be governed and construed in all respects in accordance with the laws of the state of Nevada. Any litigation instituted by Representative against the
Company pertaining to any breach or termination of this Agreement, or pertaining in any other manner to this Agreement, must be filed by Representative before a court of competent jurisdiction in Nevada and Representative hereby consents irrevocably
to the jurisdiction of the Nevada] courts over its person. Service of process may be made upon Representative as provided by Nevada law, or shall be considered effective if sent by Certified or
Registered Mail, Return Receipt Requested, Postage Prepaid.











15. 




Miscellaneous.




A. 


Neither Representative or Company may assign, transfer or sell all or any of its
rights under this Agreement (or delegate all or any of its obligations
hereunder), without the prior written consent of the other party being the
Company or Representative. Subject to these restrictions, the provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties,
their successors and permitted assigns.


B. 


The waiver by either party of any of its rights or any breaches of the other
party under this Agreement in a particular instance shall not be construed as a
waiver of the same or different rights or breaches in subsequent instances. All
remedies, rights, undertakings and obligations hereunder shall be cumulative,
and none shall operate as a limitation of any other remedy, right, undertaking
or obligation hereunder.


C. 


Representative shall maintain automobile insurance, general liability insurance,
and any other insurance required by applicable laws or regulations. 


D. 


All notices and demands of any kind which either the Company or Representative may be required or desire to serve upon the other under the terms of this Agreement shall be in writing and shall be served by courier, fax, or email at the addresses
set forth in this Agreement or at such other addresses as may be designated hereafter by the parties in writing. If by courier, service shall be deemed complete upon such delivery. If by fax, the fax number for Representative shall be 604-685-1602
and the fax number for Company shall be . If by email, the email addresses for Representative shall be kameo300@gmail.com and bossbunka@gmail.com, jointly, and the emails
address for Company shall be mseprojects@sbcglobal.net . 


E. 


The paragraph headings contained herein are for reference only and shall not be
considered substantive provisions of this Agreement. The use of a singular or
plural form shall include the other form, and the use of a masculine, feminine
or neuter gender shall include the other genders.


F. 


In the event that any of the provisions of this Agreement or the application of
any such provisions to the parties hereto with respect to their obligations
hereunder shall be held by a court of competent jurisdiction to be unlawful or
unenforceable, the remaining portions of this Agreement shall remain in full
force and effect and shall not be invalidated or impaired in any manner.


G. 



This agreement supersedes any and all other sales agreements between the parties
pertaining in any manner to the subject matter hereof, and contains all of the
covenants and agreements between the parties with respect to said subject
matter. Each party to this Agreement acknowledges that no written or oral
representations, inducements promises or agreements have been made which are not
embodied herein. IT IS THE INTENTION AND DESIRE OF THE PARTIES THAT THIS
AGREEMENT NOT BE SUBJECT TO IMPLIED COVENANTS OF ANY KIND. Except as otherwise
provided in this Agreement, this Agreement may not be amended, modified or
supplemented, except by a written instrument signed by both parties hereto.








H. 



This Agreement may be executed in multiple counterparts, each of which shall be
deemed enforceable without production of the others.









IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first hereinabove written.


ACCEPTED AND CONSENTED TO:



	
Golden Aria Corp.
		
[Global Solar Water Power
Systems]
	
	
By:
		
By:
	
	
         
___________________________	
         
___________________________
	
                           
Signature	
                             
Signature
	
Title: CEO / Chairman	
Title:
	
	
Chris Bunka [Corporate officer]