Exhibit 10.13



 


BARTER
AND MARKETING SERVICES AGREEMENT


 


THIS
AGREEMENT is dated made as of March 14, 2012 (the “Effective Date”) between VamptX Corp (“VamptX”),
a company formed under the laws of Nevada, and Vampt Beverage USA Corp. (“Vampt”)., a
company incorporated under the laws of Nevada. 


 


WHEREAS:


 


	A.		VamptX
                                                                              has agreed to assume the provision of advertising/product
                                                                              awareness, consumer loyalty, market procurement,
                                                                              customer retention, customer services and barter
                                                                              services for Vampt in accordance with the terms
                                                                              of this Agreement; and



 


	B.		Vampt
                                                                              desires to engage the services of VamptX.



 


In
consideration of the premises and covenants set forth herein, the Parties agree as follows:


 


	1)		Engagement
                                                                                                                                            and
                                                                                                                                            Services.
                                                                                                                                            Vampt
                                                                                                                                            hereby
                                                                                                                                            engages
                                                                                                                                            VamptX,
                                                                                                                                            and
                                                                                                                                            VamptX
                                                                                                                                            hereby
                                                                                                                                            accepts
                                                                                                                                            such
                                                                                                                                            engagement,
                                                                                                                                            to
                                                                                                                                            provide
                                                                                                                                            the
                                                                                                                                            services
                                                                                                                                            of
                                                                                                                                            recital
                                                                                                                                            “A”
                                                                                                                                            and
                                                                                                                                            the
                                                                                                                                            services
                                                                                                                                            (the
                                                                                                                                            “Services”)
                                                                                                                                            as
                                                                                                                                            follows:



 


	(a)		To
                                                                                                                                                provide
                                                                                                                                                advertising/product
                                                                                                                                                awareness,
                                                                                                                                                consumer
                                                                                                                                                loyalty,
                                                                                                                                                market
                                                                                                                                                procurement,
                                                                                                                                                customer
                                                                                                                                                retention,
                                                                                                                                                customer
                                                                                                                                                services
                                                                                                                                                and
                                                                                                                                                barter
                                                                                                                                                services
                                                                                                                                                for
                                                                                                                                                the
                                                                                                                                                products
                                                                                                                                                of
                                                                                                                                                Vampt
                                                                                                                                                at
                                                                                                                                                a
                                                                                                                                                price
                                                                                                                                                of
                                                                                                                                                cost
                                                                                                                                                plus
                                                                                                                                                5%
                                                                                                                                                on
                                                                                                                                                a
                                                                                                                                                first
                                                                                                                                                right
                                                                                                                                                basis.
                                                                                                                                                The
                                                                                                                                                Services
                                                                                                                                                and
                                                                                                                                                budget
                                                                                                                                                shall
                                                                                                                                                be
                                                                                                                                                agreed
                                                                                                                                                between
                                                                                                                                                the
                                                                                                                                                parties
                                                                                                                                                prior
                                                                                                                                                to
                                                                                                                                                implementation;



	(b)		To
                                                                                manage Vampt’s inventory of barter currency
                                                                                and to expend the same on advertising and product
                                                                                awareness services;



	(c)		To
                                                                                engage barter services for Vampt product and advertising
                                                                                entirely at the risk of VamptX. Any currency risk,
                                                                                loss or liability shall be solely that of VamptX.
                                                                                This risk shall extend to management of Vampt’s
                                                                                barter inventory.



 


	2)		Standard
                                                                                                                                            of
                                                                                                                                            Conduct.
                                                                                                                                            Vampt
                                                                                                                                            shall
                                                                                                                                            properly
                                                                                                                                            and
                                                                                                                                            punctually
                                                                                                                                            perform
                                                                                                                                            the
                                                                                                                                            Services
                                                                                                                                            in
                                                                                                                                            a
                                                                                                                                            good,
                                                                                                                                            workmanlike
                                                                                                                                            and
                                                                                                                                            commercially
                                                                                                                                            reasonable
                                                                                                                                            manner
                                                                                                                                            and
                                                                                                                                            in
                                                                                                                                            accordance
                                                                                                                                            with
                                                                                                                                            prudent
                                                                                                                                            methods,
                                                                                                                                            procedures
                                                                                                                                            and
                                                                                                                                            practices
                                                                                                                                            and
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            standard
                                                                                                                                            of
                                                                                                                                            diligence
                                                                                                                                            and
                                                                                                                                            care
                                                                                                                                            normally
                                                                                                                                            exercised
                                                                                                                                            by
                                                                                                                                            adequately
                                                                                                                                            qualified
                                                                                                                                            and
                                                                                                                                            experienced
                                                                                                                                            persons
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            performance
                                                                                                                                            of
                                                                                                                                            comparable
                                                                                                                                            services.



 


	3)		Term.
                                                                                                                                            The
                                                                                                                                            term
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            Agreement
                                                                                                                                            will
                                                                                                                                            begin
                                                                                                                                            on
                                                                                                                                            the
                                                                                                                                            Effective
                                                                                                                                            Date
                                                                                                                                            and
                                                                                                                                            end
                                                                                                                                            on
                                                                                                                                            the
                                                                                                                                            date
                                                                                                                                            immediately
                                                                                                                                            preceding
                                                                                                                                            the
                                                                                                                                            5th
                                                                                                                                            anniversary
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Effective
                                                                                                                                            Date,
                                                                                                                                            unless
                                                                                                                                            earlier
                                                                                                                                            terminated
                                                                                                                                            in
                                                                                                                                            accordance
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            terms
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            Agreement.



 


	4)		Consideration.
                                                                                                                                            In
                                                                                                                                            consideration
                                                                                                                                            of
                                                                                                                                            this
                                                                                                                                            Agreement
                                                                                                                                            and
                                                                                                                                            the
                                                                                                                                            assumption
                                                                                                                                            by
                                                                                                                                            VamptX
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            above
                                                                                                                                            stated
                                                                                                                                            risks,
                                                                                                                                            Vampt
                                                                                                                                            agrees
                                                                                                                                            to
                                                                                                                                            sell
                                                                                                                                            to
                                                                                                                                            VamptX
                                                                                                                                            1,000,000
                                                                                                                                            common
                                                                                                                                            shares
                                                                                                                                            of
                                                                                                                                            Vampt
                                                                                                                                            at
                                                                                                                                            a
                                                                                                                                            price
                                                                                                                                            of
                                                                                                                                            $0.0001
                                                                                                                                            per
                                                                                                                                            share.



 


	5)		Authority.
                                                                                                                                            VamptX
                                                                                                                                            will
                                                                                                                                            have
                                                                                                                                            full
                                                                                                                                            right,
                                                                                                                                            power
                                                                                                                                            and
                                                                                                                                            authority
                                                                                                                                            to
                                                                                                                                            do
                                                                                                                                            and
                                                                                                                                            refrain
                                                                                                                                            from
                                                                                                                                            doing
                                                                                                                                            all
                                                                                                                                            such
                                                                                                                                            things
                                                                                                                                            as
                                                                                                                                            are
                                                                                                                                            necessary
                                                                                                                                            or
                                                                                                                                            appropriate
                                                                                                                                            in
                                                                                                                                            order
                                                                                                                                            to
                                                                                                                                            discharge
                                                                                                                                            its
                                                                                                                                            duties
                                                                                                                                            under
                                                                                                                                            this
                                                                                                                                            Agreement
                                                                                                                                            and
                                                                                                                                            to
                                                                                                                                            provide
                                                                                                                                            the
                                                                                                                                            Services.
                                                                                                                                            VamptX
                                                                                                                                            shall
                                                                                                                                            have
                                                                                                                                            a
                                                                                                                                            complete
                                                                                                                                            perpetual
                                                                                                                                            license
                                                                                                                                            to
                                                                                                                                            use
                                                                                                                                            the
                                                                                                                                            name
                                                                                                                                            VamptX.



 



    	 



    	 



    

 


	6)		Subcontracting.
                                                                                                                                            VamptX
                                                                                                                                            may
                                                                                                                                            subcontract
                                                                                                                                            the
                                                                                                                                            performance
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Services
                                                                                                                                            at
                                                                                                                                            no
                                                                                                                                            additional
                                                                                                                                            cost
                                                                                                                                            to
                                                                                                                                            the
                                                                                                                                            Vampt,
                                                                                                                                            provided
                                                                                                                                            that
                                                                                                                                            the
                                                                                                                                            subcontracting
                                                                                                                                            of
                                                                                                                                            such
                                                                                                                                            Services
                                                                                                                                            shall
                                                                                                                                            not
                                                                                                                                            relieve
                                                                                                                                            VamptX
                                                                                                                                            of
                                                                                                                                            its
                                                                                                                                            obligations
                                                                                                                                            under
                                                                                                                                            this
                                                                                                                                            Agreement.



 


	7)		Reimbursement
                                                                                                                                            of
                                                                                                                                            Expenses.
                                                                                                                                            Vampt
                                                                                                                                            shall
                                                                                                                                            pay
                                                                                                                                            on
                                                                                                                                            behalf
                                                                                                                                            of
                                                                                                                                            VamptX
                                                                                                                                            (or
                                                                                                                                            reimburse
                                                                                                                                            VamptX
                                                                                                                                            for)
                                                                                                                                            the
                                                                                                                                            reasonable
                                                                                                                                            expenses
                                                                                                                                            incurred
                                                                                                                                            by
                                                                                                                                            Vampt
                                                                                                                                            in
                                                                                                                                            the
                                                                                                                                            performance
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Services
                                                                                                                                            in
                                                                                                                                            accordance
                                                                                                                                            with
                                                                                                                                            approved
                                                                                                                                            budgets,
                                                                                                                                            including
                                                                                                                                            without
                                                                                                                                            limitation
                                                                                                                                            reasonable
                                                                                                                                            expenses
                                                                                                                                            related
                                                                                                                                            to
                                                                                                                                            employee
                                                                                                                                            and
                                                                                                                                            contractor
                                                                                                                                            compensation,
                                                                                                                                            professional
                                                                                                                                            and
                                                                                                                                            financial
                                                                                                                                            fees
                                                                                                                                            and
                                                                                                                                            expenses,
                                                                                                                                            travel,
                                                                                                                                            auto
                                                                                                                                            expenses,
                                                                                                                                            mobile
                                                                                                                                            phone
                                                                                                                                            usage,
                                                                                                                                            and
                                                                                                                                            office
                                                                                                                                            lease
                                                                                                                                            and
                                                                                                                                            related
                                                                                                                                            supplies
                                                                                                                                            and
                                                                                                                                            services.



 


	8)		Reports.
                                                                                                                                            VamptX
                                                                                                                                            shall
                                                                                                                                            upon
                                                                                                                                            the
                                                                                                                                            request
                                                                                                                                            of
                                                                                                                                            Vampt
                                                                                                                                            fully
                                                                                                                                            inform
                                                                                                                                            Vampt
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            work
                                                                                                                                            done
                                                                                                                                            and
                                                                                                                                            to
                                                                                                                                            be
                                                                                                                                            done
                                                                                                                                            by
                                                                                                                                            VamptX
                                                                                                                                            in
                                                                                                                                            connection
                                                                                                                                            with
                                                                                                                                            the
                                                                                                                                            provision
                                                                                                                                            of
                                                                                                                                            the
                                                                                                                                            Services.



  


	9)		Termination
                                                                                                                                            by
                                                                                                                                            the
                                                                                                                                            Parties.
                                                                                                                                            This
                                                                                                                                            Agreement
                                                                                                                                            may
                                                                                                                                            be
                                                                                                                                            terminated
                                                                                                                                            for
                                                                                                                                            any
                                                                                                                                            reason
                                                                                                                                            whatsoever
                                                                                                                                            by
                                                                                                                                            either
                                                                                                                                            Party
                                                                                                                                            at
                                                                                                                                            any
                                                                                                                                            time
                                                                                                                                            upon
                                                                                                                                            90
                                                                                                                                            days’
                                                                                                                                            written
                                                                                                                                            notice,
                                                                                                                                            without
                                                                                                                                            prejudice
                                                                                                                                            to
                                                                                                                                            any
                                                                                                                                            claims
                                                                                                                                            for
                                                                                                                                            breach
                                                                                                                                            if
                                                                                                                                            termination
                                                                                                                                            shall
                                                                                                                                            have
                                                                                                                                            been
                                                                                                                                            due
                                                                                                                                            to
                                                                                                                                            breach.



 


	10)		Non-Disclosure.
                                                                                                                                             VamptX
                                                                                                                                             shall
                                                                                                                                             hold
                                                                                                                                             in
                                                                                                                                             confidence
                                                                                                                                             and
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             disclose
                                                                                                                                             to
                                                                                                                                             any
                                                                                                                                             person
                                                                                                                                             outside
                                                                                                                                             of
                                                                                                                                             Vampt,
                                                                                                                                             except
                                                                                                                                             to
                                                                                                                                             third
                                                                                                                                             parties
                                                                                                                                             bound
                                                                                                                                             by
                                                                                                                                             obligations
                                                                                                                                             of
                                                                                                                                             confidentiality
                                                                                                                                             as
                                                                                                                                             necessary
                                                                                                                                             to
                                                                                                                                             provide
                                                                                                                                             the
                                                                                                                                             Services,
                                                                                                                                             any
                                                                                                                                             Proprietary
                                                                                                                                             Information
                                                                                                                                             concerning
                                                                                                                                             Vampt.
                                                                                                                                             “Proprietary
                                                                                                                                             Information”
                                                                                                                                             means
                                                                                                                                             any
                                                                                                                                             tangible
                                                                                                                                             or
                                                                                                                                             intangible
                                                                                                                                             proprietary
                                                                                                                                             or
                                                                                                                                             confidential
                                                                                                                                             information
                                                                                                                                             or
                                                                                                                                             materials
                                                                                                                                             or
                                                                                                                                             trade
                                                                                                                                             secrets
                                                                                                                                             belonging
                                                                                                                                             to
                                                                                                                                             Vampt
                                                                                                                                             or
                                                                                                                                             its
                                                                                                                                             affiliates
                                                                                                                                             (whether
                                                                                                                                             disclosed
                                                                                                                                             orally,
                                                                                                                                             in
                                                                                                                                             writing,
                                                                                                                                             in
                                                                                                                                             electronic
                                                                                                                                             format
                                                                                                                                             or
                                                                                                                                             otherwise).
                                                                                                                                             The
                                                                                                                                             non-disclosure
                                                                                                                                             obligations
                                                                                                                                             of
                                                                                                                                             VamptX
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             apply
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             extent
                                                                                                                                             that
                                                                                                                                             such
                                                                                                                                             Proprietary
                                                                                                                                             Information:



 


	i)		is
                                                                                                                                             known
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             public
                                                                                                                                             at
                                                                                                                                             the
                                                                                                                                             time
                                                                                                                                             of
                                                                                                                                             disclosure
                                                                                                                                             or
                                                                                                                                             becomes
                                                                                                                                             known
                                                                                                                                             through
                                                                                                                                             no
                                                                                                                                             wrongful
                                                                                                                                             act
                                                                                                                                             on
                                                                                                                                             the
                                                                                                                                             part
                                                                                                                                             of
                                                                                                                                             VamptX
                                                                                                                                             or
                                                                                                                                             any
                                                                                                                                             of
                                                                                                                                             its
                                                                                                                                             representatives;



 


	ii)		is
                                                                                                                                              required
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              disclosed
                                                                                                                                              by
                                                                                                                                              VamptX
                                                                                                                                              to
                                                                                                                                              comply
                                                                                                                                              with
                                                                                                                                              a
                                                                                                                                              court
                                                                                                                                              order,
                                                                                                                                              regulatory
                                                                                                                                              requirement
                                                                                                                                              or
                                                                                                                                              similar
                                                                                                                                              legal
                                                                                                                                              process,
                                                                                                                                              provided
                                                                                                                                              that
                                                                                                                                              VamptX
                                                                                                                                              provides
                                                                                                                                              prior
                                                                                                                                              written
                                                                                                                                              notice
                                                                                                                                              of
                                                                                                                                              such
                                                                                                                                              disclosure
                                                                                                                                              to
                                                                                                                                              Vampt
                                                                                                                                              and
                                                                                                                                              at
                                                                                                                                              no
                                                                                                                                              cost
                                                                                                                                              or
                                                                                                                                              expense
                                                                                                                                              to
                                                                                                                                              VamptX
                                                                                                                                             takes
                                                                                                                                              reasonable
                                                                                                                                              and
                                                                                                                                              lawful
                                                                                                                                              actions
                                                                                                                                              to
                                                                                                                                              avoid
                                                                                                                                              and/or
                                                                                                                                              minimize
                                                                                                                                              the
                                                                                                                                              extent
                                                                                                                                              of
                                                                                                                                              such
                                                                                                                                              disclosure.



 


	11)		Non-Competition.
                                                                                                                                             During
                                                                                                                                             the
                                                                                                                                             term
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             and
                                                                                                                                             for
                                                                                                                                             two
                                                                                                                                             years
                                                                                                                                             thereafter,
                                                                                                                                             VamptX
                                                                                                                                             and
                                                                                                                                             its
                                                                                                                                             principal
                                                                                                                                             shareholders,
                                                                                                                                             directors
                                                                                                                                             or
                                                                                                                                             officers
                                                                                                                                             shall
                                                                                                                                             not,
                                                                                                                                             directly
                                                                                                                                             or
                                                                                                                                             indirectly,
                                                                                                                                             carry
                                                                                                                                             on
                                                                                                                                             or
                                                                                                                                             engage
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             business
                                                                                                                                             activity
                                                                                                                                             which
                                                                                                                                             competes
                                                                                                                                             with
                                                                                                                                             Vampt.



 


	12)		General.



 


	(a)		Assignment.
                                                                                                                                        Neither
                                                                                                                                             party
                                                                                                                                             shall
                                                                                                                                             be
                                                                                                                                             entitled
                                                                                                                                             to
                                                                                                                                             assign
                                                                                                                                             any
                                                                                                                                             rights
                                                                                                                                             or
                                                                                                                                             obligations
                                                                                                                                             under
                                                                                                                                             or
                                                                                                                                             in
                                                                                                                                             respect
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             without
                                                                                                                                             the
                                                                                                                                             prior
                                                                                                                                             written
                                                                                                                                             consent
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             other
                                                                                                                                             party.



	(b)		Severability.
                                                                                                                                             If
                                                                                                                                             any
                                                                                                                                             provision
                                                                                                                                             of
                                                                                                                                             this
                                                                                                                                             Agreement
                                                                                                                                             is
                                                                                                                                             determined
                                                                                                                                             by
                                                                                                                                             a
                                                                                                                                             court
                                                                                                                                             of
                                                                                                                                             competent
                                                                                                                                             jurisdiction
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             invalid,
                                                                                                                                             illegal
                                                                                                                                             or
                                                                                                                                             unenforceable
                                                                                                                                             in
                                                                                                                                             any
                                                                                                                                             respect,
                                                                                                                                             such
                                                                                                                                             determination
                                                                                                                                             shall
                                                                                                                                             not
                                                                                                                                             impair
                                                                                                                                             or
                                                                                                                                             affect
                                                                                                                                             the
                                                                                                                                             validity,
                                                                                                                                             legality
                                                                                                                                             or
                                                                                                                                             enforceability
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             remaining
                                                                                                                                             provisions
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Agreement





    	 



    	 



    


 





	(c)		No Partnership, Independent Contractors. Nothing in this Agreement will be construed
as creating or will constitute a partnership, joint venture or similar relationship between VamptX and Vampt.



 


	(d)		Entire Agreement. This Agreement constitutes and expresses the whole agreement
of the parties.



 


	(e)		Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted
in accordance with the law of the province of British Columbia and each of the parties, by executing this Agreement, irrevocably
attorns to the exclusive jurisdiction of the courts of British Columbia.



 


	(f)		Further Assurances. The parties shall execute such further agreements or instructions
and shall do such further things as may be required to give effect to this Agreement.



 


	(g)		Binding Effect. This Agreement shall enure to the benefit of and be binding
upon the heirs, executors, administrators, legal personal representatives and permitted assigns of the parties.



 


	(h)		Time of the Essence. Time shall be of the essence in this Agreement.



 


In consideration of the mutual covenants and
agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto have executed and delivered this Agreement as of the date and year first written above.


 


VAMPT
BEVERAGE USA CORP.


by its authorized signatory:


 


	/s/ Ian Toews 	 
	Name/Title:	 


 


VAMPTX CORP


by its authorized signatory:


 


	/s/ Ian Toews 	 
	Name/Title: