Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

MARIHUANA PROJECT DEVELOPMENT SERVICES AGREEMENT 

MEDICAL MARIHUANA DEVELOPMENT SERVICES AGREEMENT, made
effective this 10th day of March 2014 between: 

Matthew Chadwick 
10682 244th St
Maple Ridge BC 
V2W
2E6 
(Hereinafter referred to as “Provider” or “Chadwick”) 

AND:


Enertopia Corp. 
950 - 1130 Pender St W
Vancouver BC Canada
V6E 4A4 
Kelowna BC V1X 7W2 


(Hereinafter referred to as “Company”) 

WITNESS THAT:


WHEREAS:


A.       
Company requires management services in the legal marijuana business
and desires to contract the Provider to provide such services; 

B.       
Provider is engaged in the business of providing project development
services to legal marihuana companies and has agreed to provide such services to
the Company as its Senior Vice President of Marihuana Operations. 

NOW THEREFORE, the parties agree as follows: 

I.        APPOINTMENT


The Company is desirous of retaining the consulting services of
Chadwick as Senior Vice President – Marihuana Operations, on a continuing basis
and the Consultant has agreed to serve the Company as an independent contractor
upon the terms and conditions hereinafter set forth. 

II.        TERM 

The initial term of this agreement shall begin on the date of
execution of this Agreement and continue for six months. Thereafter the
agreement will continue on a month-by-month basis pending agreement by both
parties. 

III.        SERVICES OF
PROVIDER 

Provider shall be appointed as the Senior Vice President of
Marihuana Operations for Company and as such shall perform services that may
include but are not limited to the following: 

A.       
Provider will consult with and advise Company and assist in developing
appropriate due diligence procedures and materials for evaluation of commercial
scale marihuana production (“MMJ”) operations; and





	Corporate
      Development Services Agreement 	page
      2 


B.       
Provider will assist the Company in project management and development
of MMJ facilities across Canada and those areas with the United States of
America where such activities are in compliance with law, such activity to
include but not be limited to plant layout, air flow design, feeding schedules
and optimization, lighting schedule and design, timeliness of cultivation
procedures, and in general all things necessary to successfully grow and
cultivate marihuana plants; and 

C.       
Provider will provide advice and assistance to Company operations on a limited,
as-available basis, to likewise optimize those MMJ facilities owned in whole or
in part by the Company. 

D.       
The services to be performed Chadwick pursuant hereto are personal in
character, and neither this Agreement nor any rights or benefits arising
thereunder are assignable by the Provider without the previous written consent
of the Company. 

IV.        LIMITATIONS ON
SERVICES 

The parties recognize that certain responsibilities and
obligations are imposed by federal, provincial and state securities laws and by
the applicable rules and regulations of the Securities Commissions and other
legislation and regulations regarding the cultivation and sale of marihuana.
Accordingly, Provider agrees that; and 

A.       
Provider shall not release any financial or other material information or data
about Company and its business without the consent of approval of Company; and


B.       
Provider shall not conduct any meetings representing Company without
informing Company of the proposed meeting and its general format or agenda; and


C.       
Provider shall not release any information or data about Company’s
affairs to selected limited person(s), entity or group if Provider is aware that
such information or data has not been generally released or promulgated; and


D.       
Provider shall not enter any binding agreements on behalf of Company that
individually or in aggregate exceed $5,000 in liability to Company, without
written authorization, in advance, to do so, and 

E.       
Provider shall not take any action that is in contravention with local,
provincial and state, or Federal laws as applicable with regard to the MMJ
facilities and business. 

V.       
COMPENSATION 

A.       
In consideration for the Services, the Company shall pay Provider a monthly fee
of $25,000 payable in advance of each monthly period from the signing of this
agreement, with the first month’s payment being made on signing and total
compensation of $150,000 during the period of this Agreement. 

B.       
The Company will pay for approved travel expenses. 

C.       
The monthly compensation will be reviewed after six months. 

D.       
The Provider shall be responsible for the payment of its income taxes
and other remittances including but not limited to any form of insurance as
shall be required by any governmental entity with respect to compensation paid
by the Company to the Consultant 





	Corporate
      Development Services Agreement 	page
      3 


VI.       RELATIONSHIP OF
PARTIES 

Provider is a contractor, responsible for compensation of its
agents, employees and representatives, as well as all applicable withholding
therefrom and taxes thereon (including unemployment insurance) and all workers
compensation insurance. This Agreement does not establish any partnership, joint
venture, or other business entity or association between the parties and neither
party is intended to have any interest in the business or property of the other.


VII.        GENERAL


A.       
This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia, which shall be deemed to be the
proper law of this contract. 

B.       
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto or by their successors or assigns. 

C.       
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same document, and any facsimile signature shall be taken
as an original. 

D.       
The provisions herein contained constitute the entire agreement between
the parties and supersedes all previous communications, representations and
agreements whether oral or written between the parties with respect to the
subject matter hereof. 

E.       
Each of the parties hereto hereby covenants and agrees to execute such further
and other documents and instruments and to do such further and other things as
may be necessary to implement and carry out the intent of this Agreement. 

F.       
No condoning, excusing or waiver by any party hereto of any default,
breach of non-observance by any other party hereto at any time or times in
respect of any covenant, proviso or condition herein contained shall operate as
a waiver of that party’s rights hereunder in respect of any continuing or
subsequent default, breach or non-observance, or so as to defer or affect in any
way the rights of the party in respect of any such continuing or subsequent
default breach of non-observance, and no waiver shall be inferred from or
implied by anything done or omitted to be done by the party having those rights.


G.       
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, administrators, successors and their
respective permitted assigns. 

H.       
Time is of the essence of this agreement. 

I.       
This Agreement is subject to the acceptance of the applicable stock
exchanges and regulatory bodies. 

IN WITNESS WHEREOF, the parties hereto have hereunto affixed
their respective hands as of the day and year first written above. 

	Matthew Chadwick 	Enertopia Corporation. 
	PROVIDER 	COMPANY 
	 	 
	___________________________

    Per: Authorized Signatory 	___________________________

    Per: Authorized Signatory