Mantra Venture Group Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com





 

		Tekion (Canada), Inc.
      
8602 Commerce Court 
Burnaby, BC V5A 4N6 
Tel.
  604-656-6610 
Fax. 604-656-6620 
www.tekion.com  




	Tekion (Canada), Inc./Mantra Energy Master Services
      Agreement 	# MAN-MSA-001 Pg 1 of 5 


This Agreement (MSA) comprises Master Services Agreement #
MAN-MSA-001 made and entered into this 31 day of July,
2012, by and between Mantra Energy (“Customer”), whose main office is located at
#562 –800 15355 24th Avenue, Surrey, BC, V4A 2H9 and Tekion (Canada),
Inc. (“Company”), a British Columbia corporation, whose main office is located
at 8602 Commerce Court, Burnaby, BC, V5A 4N6. The Company and Customer may
sometimes be collectively referred to in this Agreement as the “Parties”.

In consideration of mutual promises contained herein and on the
terms and conditions set forth herein, the Parties agree as follows:

	1.0 	Services Provided 
	  	  
	(1.1) 	
      Company agrees to provide services to Customer. Customer
      will authorize provision of such services from time to time by the
      execution of a Statement of Work (“SOW”) 

	(1.2) 	
      Company shall provide Customer with the deliverables, and
      on the terms, as specified in the SOW 

	(1.3) 	
      Customer shall not be liable for any deliverable to be
      provided by Company unless and until the same is decided by Customer as
      being in compliance with the functions, features, capabilities,
      components, aspects, qualities and capacities described in any
      specification agreed to by the Parties relating to deliverables. Customer
      shall not unreasonably withhold its acceptance of any such deliverable.
      

	  	
      

	2.0 	
      Compensation 

	  	
      

	(2.1) 	
      Customer agrees to pay Company in the manner specified in
      each SOW. In addition, Customer will be responsible for and shall
      reimburse Company for any reasonable travel or other business consulting
      related expenses incurred by Company which directly relate to fulfilling a
      SOW, including, without limitation, air and other travel (including car
      rental) and lodging expenses, internet access while travelling, copying
      and reproduction and related expenses and cellular phone charges,
      including long distance, roaming and other related cellular phone charges.
      

	  	
      

	3.0 	
      Independent Contractor 

	  	
      

	(3.1) 	
      Company states and affirms to Customer that it is an
      independent contractor. It shall have the direction and control of its
      employees in the provision of services to Customer. Customer shall not
      carry health insurance to cover Company or any of its employees. Customer
      shall not pay any contribution unemployment insurance, federal or
      provincial holding taxes, nor provide any other contributions or benefits
      which might be expected in any employer-employee relationship. Company
      agrees to report and pay any contributions for taxes, unemployment
      insurance and other benefits for itself and its own employees. Nothing
      contained in this Agreement shall be construed so as to create a
      partnership between the Parties or to authorize either Party to act as a
      general agent of the other Party. Neither Party shall have any authority
      to make contracts, commitments, statements or representations on behalf of
      the other Party, except as set forth in this Agreement.









	Tekion (Canada), Inc./Mantra Energy Master Services
      Agreement 	# MAN-MSA-001 Pg 2 of 5




	4.0 	Limitation of Liability 
	  	  
	(4.1) 	
      With regard to the services to be performed by Company
      pursuant to the terms of this Agreement, Company shall not be liable to
      Customer or to anyone who may claim any right due to any relationship with
      Customer, for any acts or omissions in the performance of services on the
      part of Company, or on the part of the agents or employees of Company,
      except when said acts or omissions of Company are due to willful
      misconduct or gross negligence. Customer shall indemnify, defend and hold
      Company harmless from and against any and all obligations, costs, claims,
      judgments, attorney’s fees and attachments arising from or growing out of
      the services rendered to Customer pursuant to the terms of this Agreement,
      or in any way connected with the rendering of services, except when the
      same shall arise due to the willful misconduct or gross negligence of
      Company, provided however, Company shall promptly notify Customer in
      writing of any potential claims relating to any work performed by Company
      pursuant to this Agreement of which Company has or obtains knowledge.
      Under no circumstances shall either party be liable to the other for any
      special, indirect or consequential loss or damage, whether or not such
      loss is caused by the fault or negligence of such party, its employees or
      agents. This exclusion of liability for special, indirect or consequential
      loss or damage is intended to apply to losses such as, but not limited to,
      loss of profits or revenue, cost of capital, loss of use of equipment or
      facilities or claims of Customer’s customers due to loss of service.
    

	  	
      

	5.0 	
      Confidentiality 

	  	
      

	(5.1) 	
      All services provided under this Agreement will be
      subject to the terms and conditions set forth in the Mutual
      Confidentiality Agreement Effective Date: July 31, 2012 by and
      between Company and Customer 

	  	
      

	6.0 	
      Ownership of Work, IP and Materials 

	  	
      

	(6.1) 	
      Company agrees that all materials/IP generated or
      developed by Company under this Agreement or furnished by Customer to
      Company shall be, and remain, the property of Customer. Company
      specifically agrees that all copyrightable material first generated or
      developed under this Agreement shall be considered works made for hire and
      that such material/IP shall, upon creation, be owned exclusively by
      Customer. To the extent that any such material/IP, under applicable law,
      may not be considered works made for hire, Company hereby assigns to
      Customer the ownership of copyright in such materials/IP, without the
      necessity of any further consideration, and Customer shall be entitled to
      obtain and hold in its own name all copyrights in respect to such
      materials. If, and to the extent, Company may, under applicable law, be
      entitled to claim any ownership interest in the programs, reports and
      other material or data generated or developed by Company under this
      Agreement, Company hereby transfers, grants, conveys, assigns and
      relinquishes exclusively to Customer all of Company’s right, title and
      interest in and to such materials, under patent, copyright, trade secret
      and trademark law. 

	(6.2) 	
      All of Company’s existing proprietary information and
      materials existing prior to the execution of the SOW that are the property
      of Company and its proprietary information and materials shall remain
      exclusively owned by Company. To the extent that Company uses such
      materials or information in performing services under this contract, such
      materials and information shall not become the property of Customer.
    

	(6.3) 	
      To the extent that any preexisting rights are embodied or
      reflected in the material developed under this Agreement, Company hereby
      grants Customer the irrevocable, perpetual, nonexclusive, worldwide,
      royalty-free right and license to (1) use, execute, reproduce, display,
      perform, distribute 








	Tekion (Canada), Inc./Mantra Energy Master Services
      Agreement 	# MAN-MSA-001 Pg 3 of 5




	(6.4) 	
      copies of and prepare derivative works based upon such
      preexisting rights and any derivative works thereof, and (2) authorize
      others to do any or all of the foregoing. 

	  	
      

	7.0 	
      Warranties 

	  	
      

	(7.1) 	
      Company warrants that it shall exert commercially
      reasonable efforts in performing services hereunder and that said services
      shall be performed at a level of quality consistent with that which would
      be provided by the mainstream of engineers providing similar services in
      Canada. 

	(7.2) 	
      Company warrants that any deliverable which it contract
      to provide hereunder shall, when completed, conform in all material
      respects to the specifications for said deliverable agreed to by Company
      and Customer and be otherwise without obvious defects, gaps or
      inaccuracies. During the first thirty (30) days following acceptance by
      Customer, Company shall correct, for no additional charge to Customer, all
      deviations from said specifications discovered in any deliverable.
  

	  	
      

	8.0 	
      Term and Termination 

	  	
      

	(8.1) 	
      This Agreement shall continue until either of the Parties
      provides not less than thirty (30) business days notice of a termination
      to the other Party and on such date this Agreement shall be terminated,
      provided however, if there are SOW’s which are in progress, then this
      Agreement shall continue until all SOW’s have been either completed or
      terminated pursuant to their terms. 

	(8.2) 	
      Any individual SOW may be terminated by Customer, for any
      reason, in whole or in part, upon written notice delivered to Company. In
      the event of any termination or expiration of any SOW, the Parties shall
      remain responsible on a pro rata basis for all obligations or liabilities
      arising from services delivered prior to the date of termination.
  

	(8.3) 	
      Notwithstanding anything in this Agreement, either Party
      may, in addition to its rights of termination set forth herein, assert its
      rights to any monetary damages, injunctive relief or other rights or
      relief to which it may be entitled. 

	(8.4) 	
      Either Party may send the other Party a written notice of
      termination, effective thirty (30) days following mailing, notifying the
      other Party that this Agreement is terminated due to the other Party’s
      failure to discharge the responsibilities assumed hereunder in a prompt
      and/or competent fashion. Said notice must specify the manner(s) in which
      the other Party has failed to perform. The Parties agree that any Party
      receiving a notice of termination under this subsection shall have the
      next fifteen (15) days in which to cure (to the reasonable satisfaction of
      the Party that has served the notice of termination) the failure to
      perform, and, if such cure is effected, the Agreement shall continue. If
      Company is the aggrieved Party and Customer fails to effect a cure,
      Company shall be excused from further performance and be entitled to
      immediately receive those sums to which it is entitled for services
      rendered up to the fifteenth (15th) day following transmission
      of the notice of termination. If Customer is the aggrieved Party and
      Company fails to effect a cure, Customer shall be excused from further
      performance and shall be free of all responsibility to make any further
      payments to Company, except Customer shall continue to be obligated to pay
      for services which have been rendered by Company on behalf of Customer.
      








	Tekion (Canada), Inc./Mantra Energy Master Services
      Agreement 	# MAN-MSA-001 Pg 4 of 5




	9.0 	Miscellaneous Provisions 
	  	  
	(9.1) 	
      Any notice provided for in this Agreement shall be given
      in writing and transmitted by facsimile, personal delivery, express mail
      or prepaid first class registered or certified mail, addressed to the
      address shown above, or as changed in writing from time to time.


	(9.2) 	
      This Agreement is intended by the Parties hereto to be
      the final expression of their agreement, and it constitutes the full and
      entire understanding between the Parties with respect to the subject
      hereof. This Agreement may be amended only by a writing signed by the
      Parties to this Agreement. If a waiver, amendment or modification of any
      provision of this Agreement is handwritten, typed or otherwise included
      within the physical confines of this document, it shall not be effective
      unless specifically initialed by the Party against whom enforcement of
      such waiver, amendment or modification is sought. No failure or delay by
      either Party in exercising any right, power or remedy with respect to any
      of its rights hereunder shall operate as a waiver thereof in the future.
      

	(9.3) 	
      Neither Customer nor Company may sell, assign or transfer
      any rights or interests created under this Agreement or delegate any of
      their duties without the prior written consent of the other, provided,
      however, that Customer may assign this Agreement and its rights and
      responsibilities hereunder to another corporation subject to the same
      ownership and control with it. Any other assignment or delegation of
      either Party hereunder, without the written consent of the other, shall be
      void. 

	(9.4) 	
      This Agreement shall be governed by and construed in
      accordance with the internal laws of the Province of British Columbia.
      Each of the Parties hereto (a) submits to the jurisdiction of any
      provincial court of the Province of British Columbia or federal court
      sitting in the Province of British Columbia with respect to any legal
      action or proceeding arising out of or relating to this Agreement; (b)
      agrees that any claims with respect to such action or proceeding shall be
      heard or determined only in any such court; (c) agrees not to bring any
      action or proceeding arising out of or relating to this Agreement in any
      court unless or until such court has finally refused to exercise
      jurisdiction; and (d) waves any defense of inconvenient forum to the
      maintenance of any action or proceeding so brought. 

	(9.5) 	
      Should any part, term or provision of this Agreement be
      declared invalid, void or unenforceable, all remaining parts, terms and
      provisions hereof shall remain in full force and effect and shall in no
      way be invalidated, impaired or affected thereby. 

	(9.6) 	
      Each Party shall be excused from performance for any
      period and to any extent that the Party is prevented from performing, in
      whole or in part, as a result of delays caused by: the other Party, an act
      of God, war, civil disturbance, court order, labor dispute or other cause
      beyond that Party’s reasonable control, including failure or fluctuations
      in electrical power, heat, light, air conditioning or telecommunications
      equipment, and such nonperformance shall not be a default or grounds for
      termination. Notwithstanding the foregoing, the other Party shall be
      entitled to terminate this Agreement immediately through written notice to
      the nonperforming Party if such failure to perform lasts fifteen (15) or
      more days; provided, however, that such right to terminate shall end if
      the nonperforming Party resumes performance before the aggrieved Party
      sends a notice of termination to the nonperforming Party. No monetary
      remedies shall apply during any Force Majeure period. 

	(9.7) 	
      Customer may request a change to a SOW while the
      Company’s services are in progress. Customer will submit any such change
      request in writing. Before said change takes effect, the Parties shall
      mutually agree as to the effect on time frames, resources and expenditures
      that the change may cause and they shall agree as to any modifications to
      pre-existing costs and schedules as reasonably appropriate. In order for
      such a change to be effective, it must be executed by both Parties.
  

	(9.8) 	
      Irreparable harm may be presumed if either Party breaches
      any covenant of this Agreement relating to its obligations of
      confidentiality or the other Party’s proprietary rights and the aggrieved
      Party shall be entitled to injunctive relief. 








	Tekion (Canada), Inc./Mantra Energy Master Services
      Agreement 	# MAN-MSA-001 Pg 5 of 5




	(9.9) 	
      In the event of any conflict between the terms and
      conditions of this Agreement and a SOW, the provisions set forth in this
      Agreement shall prevail. 

	(9.10) 	
      Articles 4, 5, 6, and sections 9.9 and 9.10 shall survive
      any termination of this Agreement and each SOW. 



IN WITNESS WHEREOF the Parties hereto have caused this
Agreement to be duly executed.


	Tekion
      (Canada), Inc. 	 	Mantra Energy 
	Company 	 	Customer 
	  	 	  
	  	 	  
	  	 	  
	/s/ Neil
      Huff 	 	/s/
      Larry Kristof 
	Signature 	 	Signature 
	  	 	  
	  	 	  
	  	 	  
	Niel Huff 	 	Larry
      Kristof 
	Name 	 	Name 
	  	 	  
	  	 	  
	  	 	  
	President &
      CEO 	 	President, CEO 
	Title 	 	Title 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	July 31, 2012 	 	July
      31, 2012 
	Date 	 	Date