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






Exhibit 10.1

 

 

 

 

TDM Financial Portfolio Agreement for ENRT 

This Service Agreement (“Agreement”) is made and entered into
this 1st day of July 2014 (“Effective Date”), by and between Emerging Growth,
LLC doing business as TDM Financial (“TDMFinancial” or “TDMF”), having its
principal place of business at 913 Wisconsin Ave Suite 204, Whitefish, MT 59937,
and Enertopia Corporation (“Client”). TDMFinancial and Client may
hereinafter be referred to as a “Party”, and collectively as the “Parties”. 

RECITALS 

WHEREAS, TDMFinancial is in the business of providing marketing
solutions and strategies and other Services (as such term is defined below);


WHEREAS, Client wishes to engage TDMFinancial to provide the
Services subject to the terms and conditions of this Agreement; and 

WHEREAS, TDMFinancial is willing to provide such Services to
Client subject to the terms and conditions of this Agreement; 

NOW THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged by each of the Parties, the Parties
hereby agree as follows: 

	A. 	
      SERVICES: Commencing with the Effective Date
      hereof and continuing throughout the Term of this Agreement as per
      paragraph F., TDMFinancial agrees to provide the following services to the
      Client (collectively, the “Services”):

	 	 
		
      Service Elements

	 	 
			 

	
      Monthly CannabisFN Coverage & Outreach
      – TDMF team will create original content approved by Client that
      is designed to communicate Client’s financial story to the public and the
      North American markets including but not limited to video interviews,
      feature length articles, repurposed press releases, email creatives, and
      digital ads. TDMF will place and distribute this content throughout its
      SECFilings.com and CannabisFN.com financial network channels, including
      syndication partners.

	 	 	 
			 

	
      Opt-in Forms – TDMF team will add opt-in
      forms to Client’s contact’s and contact webpages to capture, message, and
      manage interested parties.

	 	 	 
	 		 

	Reporting – The TDMF team will provide Client
      with regular reports and upon request that measure key metrics. 







B. Client Disclosure: In connection with TDMFinancial’s
activities on the Client’s behalf, the Client will cooperate with TDMFinancial
and will furnish TDMFinancial with all information and data concerning the
Client (the “Information”) which TDMFinancial deems appropriate. The Client
represents and warrants that all Information made available to TDMFinancial by
the Client will, at all times during the period of engagement of TDMFinancial
hereunder, be complete and correct in all material respects and will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading in the light of the circumstances under which such
statements are made. The Client further represents and warrants that any
projections provided by it to TDMFinancial will have been prepared in good faith
and will be based upon assumptions, which, in light of the circumstances under
which they are made, are reasonable. The Client acknowledges and agrees that, in
rendering its services hereunder; TDMFinancial will be using and relying on the
Information without independent verification thereof by TDMFinancial or
independent appraisal by TDMFinancial of any of the Client’s assets.
TDMFinancial does not assume responsibility for any information regarding the
Client. Finally, Client acknowledges and agrees in deciding to engage
TDMFinancial that they have not relied upon any statements or written documents
by TDMFinancial or any third party as to the possible results of this
program.C. Video and Investor Lead Ownership: The videos created
under this agreement will be the sole property of the Client. Any leads that are
captured as a result of the services provided in this agreement are the sole
property of the Client. 

D. Creative Approval and Ownership: Our designers and
developers will need regular and prompt access to the Client’s design team to
help with and to approve the design elements that this campaign produces. All
materials created for this specific campaign will be the sole property of
Client. 

E. Payment Terms: In consideration for the Services
provided by TDM Financial throughout full term of this agreement, Client will
issue a one-time equity payment to TDM Financial equal to a value of One Hundred
Twenty Thousand US Dollars ($120,000.00) . Equity payment will follow this
outline: 

	 	(1) 	
      The acquisition date of all shares received will be July
      1st, 2014

	 	 	 
	 		
      The issuance price of the shares will be based on the
      closing price on June 30th on the Canadian Securities Exchange
      (the “CSE”) with the CDN$ and USD$ at par.

	 	 	 
	 	(2) 	
      The foregoing payment shall be settled with the issuance
      of Shares of the Client’s Common Stock, par value $0.001 per share (the
      “Shares”), to be issued and delivered to TDMF or its designee as
      restricted 144 stock to be delivered per schedule above of this Agreement.
      The Client shall cause its transfer agent to issue to, register in the
      name of, and deliver to TMDF or its designee, one or more certificates
      evidencing the Shares, on the dates set forth above. The Client may
      determine, in its discretion, to issue additional shares of its Common
      Stock to TDMF, or its designee, from time to time, based on the
      performance of TDMF and other factors to be determined by the
    Client.

	 	 	 
	 	(3) 	
      The Client will not be required to reimburse any
      unapproved expenses.



F. The Shares 

	 	(1) 	
      The issuance and sale of the Shares to TDM Financial will
      be made in reliance on an exemption from the prospectus filing
      requirements contained in section 2.24 of National Instrument 45-106 and the exemption from
      the registration requirements contained in Regulation D promulgated under
      the Securities Act of 1933, as amended (the “1933 Act”). The Client
      reserves the right to request from TDM Financial any additional
      certificates or representations required to establish an exemption from
      applicable securities legislation prior to the issuance of any Shares. TDM
      Financial covenants, represents and warrants to the Client that it
      satisfies one or more of the categories of “Accredited Investors”, as
      defined by Rule 501 of Regulation D promulgated under the 1933
  Act.








	 	(2) 	
      TDM Financial agrees and acknowledges that none of the
      Shares have been registered under the Securities Act of 1933 or under any
      state securities or "blue sky" laws of any state of the United States,
      and, unless so registered, may not be offered or sold in the United States
      or, directly or indirectly, to U.S. Persons (as that term is defined in
      Regulation S under the Securities Act of 1933), except in accordance with
      the provisions of Regulation S, pursuant to an effective registration
      statement under the Securities Act of 1933, or pursuant to an exemption
      from, or in a transaction not subject to, the registration requirements of
      the Securities Act of 1933 and in each case only in accordance with
      applicable state securities laws.

	 	 	 
	 	7.3 	
      TDM Financial hereby acknowledges that upon the issuance
      thereof, and until such time as the same is no longer required under the
      applicable securities laws and regulations, the certificates representing
      any of the Shares will bear a legend in substantially the following
      form:



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR: (A) TO
THE ISSUER, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH
THE PRIOR CONSENT OF THE ISSUER, IN A TRANSACTION T HAT DOES NOT REQUIRE
REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE
HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF
RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER,
SALE, PLEDGE OR TRANSFER. Unless permitted under securities legislation, the
holder of this security must not trade the security before [insert the date that
is four months and a day after the distribution date.] 

F. Term and Termination: The term of this Agreement
shall commence as of the Effective Date set forth above and shall remain in
effect for a period of twelve (12) months from that date.

Either Party shall be entitled to terminate this agreement
immediately by notice to the other party, in the event of the following: 

a. If the other Party breaches any material provision hereof
and does not cure such breach within ten (10) days of receipt of notice thereof
from the other party; or 




b. If the other Party becomes bankrupt, is placed into the
hands of a trustee, receiver, or manager on behalf of creditors as to the whole
or a substantial part of its business, makes an assignment for the benefit of
creditors, or ceases to carry on business. 

G. Acceptance: TDMFinancial reserves the rights, in its
sole discretion and without liability, to reject, omit or exclude any third
party creative content for any or no reason at any time, with or without notice
to the Client and regardless of whether such content was previously accepted or
published. It is TDMFinancial’s policy not to accept content, or content linked
to pages, that contain material that is, in TDMFinancial’s sole discretion,
obscene or pornographic, encourages criminal behavior, violates normal standards
of fairness and good taste, is detrimental to the public interest, or is
otherwise inappropriate or incompatible with TDMFinancial. TDMFinancial is the
final judge as to these terms and the application of this policy. 

H. Indemnification: In addition to any other rights or
remedies that TDMFinancial may have at law or in equity, Client agrees to save,
defend, indemnify and hold TDMFinancial and its officers, directors and agents
harmless against any expense or loss by reason of any claim arising out of or in
connection with this Agreement, including without limitation any damages
resulting from online publication and display of the content regardless of any
actual or constructive knowledge thereof. 

I. Reporting: TDMFinancial shall make available in
writing or electronically a campaign report, which include views, impressions,
clicks, leads, and yield percentages or as otherwise specified by the Client.


J. Invoicing and Payment: Payment is due upon signing of
this agreement and all subsequent payments are due upon invoice. 

K. Limitation on Liability: In no event will
TDMFinancial or its directors, officers, employees, shareholders, affiliates, or
agents be liable for special, indirect, incidental, consequential or reliance
damages, including but not limited to, loss of data, loss of use, or loss of
profits arising hereunder or from the provision of service, however caused,
whether for breach of contract, or under any other legal theory, whether
foreseeable or not, and notwithstanding the failure of essential purpose of any
limited remedy. Client agrees that these limitations of liability are reasonable
and are agreed allocations of risk and are reflected in the fees agreed upon by
the Parties. TDMFinancial shall not be liable for any costs arising from the
failure to display content, delays in delivery and/ or non-delivery in the event
of network difficulties or electronic malfunction affecting production or
delivery in any manner. TDMFinancial is not liable for errors in content or
omissions in any creative or content materials provided by Client.
TDMFinancial’s total liability arising out of this agreement or the services
provided hereunder, whether based on contract, tort or otherwise, will not
exceed the lesser of (1) the amount paid to TDMF for the services rendered
within the term of this agreement (see section A.) on Client's or Agent’s behalf
or (2) $10,000. 

L. TDMFinancial Warranties and Representations: Except
as otherwise described in this Agreement, TDMFinancial disclaims all warranties
and representations of any kind, whether expressed or implied. TDMFinancial
makes no representations or warranties to Client that the performance of its
services and its other actions under this Agreement will produce any level of
profit or business or that any defined action will lead to further economic
benefit for Client. 

M. Force Majeure: TDMFinancial is not liable for delays
in delivery and/or non-delivery in the event of an Act-of-God, action by any
government or quasi-governmental entity, fire, flood, insurrection, riot,
explosion, embargo, strikes whether legal or illegal, labor or material
shortage, transportation interruption of any kind, work slow-down or any
condition beyond the control of TDMFinancial affecting production or delivery in
any manner. 




N. Confidentiality: The term "Confidential Information"
will mean any confidential, nonpublic or proprietary information concerning each
Party’s products and services including information concerning each Party’s
partnerships, marketing plans or strategies, technology, customer or contact
lists, relationships with third-party companies or any other information in
which the Parties should reasonably know is confidential or proprietary. Each
Party covenants and agrees that they will not disclose Confidential Information
to any third party (except parents, affiliates or subsidiaries with a reasonable
need to know provided each parent, affiliate, or subsidiary agrees to be bound
by this provision prior to disclosure), copy, use or modify Confidential
Information received from the disclosing party for any purpose not authorized by
the disclosing Party. This covenant shall be enforceable during the term of this
Agreement and shall continue to remain enforceable after the termination of this
Agreement for a period of 2 years. 

O. Dispute Resolution: If any dispute arises under this
Agreement, the Parties agree to first try to resolve the dispute with the help
of a mutually agreed upon mediator in the following location: State of
California, Los Angeles County. Any costs and fees other than attorneys’ fees
associated with the mediation shall be shared equally by the parties. If it
proves impossible to arrive at a mutually satisfactory solution through
mediation, the Parties agree to submit the dispute to binding arbitration in the
following location: State of California, Los Angeles County. The Parties agree
that the binding arbitration will be conducted under the rules of the American
Arbitration Association. Judgment upon the award rendered by the arbitrator may
be entered in any court with proper jurisdiction. Notwithstanding anything to
the contrary contained herein, if Client does not make all payments described in
paragraph E hereof, the Parties agree that TDMFinancial may elect to resolve any
nonpayment dispute by submission to a court located in the State of California,
Los Angeles County. If any litigation or arbitration is absolutely necessary to
enforce this Agreement or the terms thereof, the prevailing Party shall be
entitled to reimbursement by the other Party for reasonable attorneys’ fees,
costs and expenses. This Agreement will be governed by the laws of the State of
California.

P. No Assignment: Neither Party shall have the right to
assign or otherwise transfer its rights and obligations under this Agreement
except with the prior written consent of the other Party; provided, however,
that a successor in interest by merger, by operation of law, assignment,
purchase or otherwise of all or substantially all the business of a Party (For
purposes of this section, Accelerize Financial or the Online Marketing Services
division of TDMFinancial is considered “the business”) may acquire its rights
and obligations hereunder. Any prohibited assignment shall be null and void.


Q. Severability: If any term, provision, covenant, or
condition of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the Agreement shall remain in full
force and effect and shall in no way be affected or invalidated. 

R. Entire Agreement; Modification: This constitutes the
entire agreement between the parties and supersedes any prior or inconsistent
agreements, negotiations, representations and promises, written or oral,
regarding the subject matter. No modification, course of conduct, amendment,
supplement to or waiver of this Agreement or any provisions hereof shall be
binding upon the parties unless made in writing and duly signed by both parties.
Conditions, other than rates, are subject to change by TDMFinancial without
notice. No conditions other than those set forth herein and in the Insertion
Order shall be binding on TDMFinancial unless specifically agreed to in writing
by TDMFinancial. TDMFinancial will not be bound by conditions printed or
appearing on order blanks or copy instructions which conflict with the
provisions set forth herein and in the Insertion Order. 

S. Agreement in Counterparts: This agreement may be
signed by Client and TDMFinancial in counterparts, and facsimile signatures
shall have the same force and effect as an original signature. The Parties
hereby acknowledge that they have read and understand this Agreement, and its
Exhibits, Schedules, and Addenda if any, as attached hereto and incorporated by
reference, and agree to be bound by all the provisions, terms, and conditions as
specified herein. In witness whereof, and intending to be legally bound, the
Parties have caused this Agreement to be executed by their duly authorized
representatives. 





	Enertopia Corporation 	TDM Financial 
	____________________________________	____________________________________
	Authorized Signature 	Authorized Signature 
	____________________________________	____________________________________
	Printed Name 	Printed Name 
	__________________	__________________	__________________	__________________
	Title 	Date 	Title 	Date