PediatRx Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is dated effective the 1st day of July,
2011.

BETWEEN:

	 	PEDIATRX INC., a Nevada corporation
      having an address 	 
	 	for the conduct of business located at 405
      Trimmer Road, 	 
	 	Suite 200, Califon, NJ, 07830, USA 	 
	 	 	 
	 	(the “Company”) 	 


AND:

	 	CAMERON DURRANT, an individual resident
      of the State of New 	 
	 	Jersey whose business address is P.O. Box 423,
      Califon, NJ 	 
	 	07830 	 
	 	 	 
	 	(the “Contractor”) 	 


WHEREAS:

A.      The Company is interested in
further developing its capability and execution in the pharmaceutical
industry.

B.      The Contractor has
considerable expertise in executive management, and corporate and strategic
business development in the pharmaceutical industry.

C.      The Company wishes to obtain
and the Contractor wishes to provide certain services to the Company on the
terms and conditions contained in this Agreement.

NOW THEREFORE in consideration of the premises, the
mutual covenants and agreements hereinafter set forth and for other good and
valuable consideration, the parties hereby covenant and agree as follows:

	1. 	
      DEFINITIONS. For the purposes of this Agreement
      (including the Schedules hereto), the following terms will have the
      following meanings:

	 	 
	1.1. 	
      “Board” means the Board of Directors of the
    Company;

	 	 
	1.2. 	
      “Cause” means:




	 	(a) 	
      failure of the Contractor to observe or perform any of
      the material covenants and obligations imposed by this
Agreement;

	 	 	 
	 	(b) 	
      failure of the Contractor to observe any of the covenants
      and obligations hereunder that are not material, if the Contractor and/or
      Durrant does not remedy such failure within a reasonable time after
      receiving written notice thereof;

	 	 	 
	 	(c) 	
      fraud, dishonesty, gross negligence or willful
      malfeasance in connection with the Contractor’s performance of the
      Consulting Services; or



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	 	(d) 	
      the conviction of the Contractor with respect to the
      commission of a crime involving moral
turpitude;




	1.3. 	
      “Change of Control Event”
means:




	 	1.3.1. 	
      the acquisition, after the date of this Agreement and
      excluding any acquisitions from the Company, by any one individual, entity
      or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Securities and Exchange Act of 1934), of beneficial ownership of
      40% or more of either the then outstanding shares of common stock of the
      Company or the combined voting power of the then outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors, which causes a change in the control of the board of directors
      of the Company resulting from the election by the shareholders of the
      Company of less than a majority of the persons nominated for election by
      management of the Company;

	 	 	 
	 	1.3.2. 	
      the approval by the stockholders of the Company of a
      reorganization, merger or consolidation of the Company in which the
      individuals and entities who were the respective beneficial owners of the
      common stock and voting securities of the Company immediately prior to
      such reorganization, merger or consolidation do not, following such
      reorganization, merger or consolidation, beneficially own, directly or
      indirectly, more than 50% of, respectively, the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such reorganization, merger
      or consolidation; or

	 	 	 
	 	1.3.3. 	
      a liquidation or dissolution of the Company or the sale
      or other disposition of all or substantially all of the assets of the
      Company;



An event shall not constitute a Change
of Control if:

	 	1.3.4. 	
      it is a merger with a parent or subsidiary, or its sole
      purpose is to change the jurisdiction of the Company’s organization or to
      create a holding company, partnership or trust that will be owned in
      substantially the same proportions by the persons who held the Company’s
      securities immediately before such event or by the persons who held
      Striker’s securities immediately before such event; or

	 	 	 
	 	1.3.5. 	
      the Contractor is part of a purchasing group that
      consummates the Change of Control;




	1.4. 	
      “Common Shares” means shares of common stock, par value
      $0.001, of the Company;

	 	 
	1.5. 	
      “Confidential Information” means information, whether or
      not originated by the Contractor, that relates to the business or affairs
      of the Company, its’ affiliates, clients or suppliers and is confidential
      or proprietary to, about or created by the Company, its’ affiliates,
      clients, or suppliers. Confidential Information
includes, but is not limited to, the following
types of confidential information and other proprietary information of a similar
nature (whether or not reduced to writing or designated or marked as
“Confidential”):



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	 	1.5.1. 	
      information relating to strategies, research,
      communications, business plans, and financial data of the Company and any
      information of the Company which is not publicly available;

	 	 	 
	 	1.5.2. 	
      work product resulting from or related to work or
      projects performed for or to be performed for the Company or its’
      affiliates, including but not limited to, the methods, processes,
      procedures, analysis, techniques and audits used in connection
      therewith;

	 	 	 
	 	1.5.3. 	
      any intellectual property contributed to the Company, and
      any other technical and business information of the Company, its
      subsidiaries and affiliates which is of a confidential, trade secret
      and/or proprietary character;

	 	 	 
	 	1.5.4. 	
      internal Company personnel and financial information,
      supplier names and other supplier information, purchasing and internal
      cost information, internal services and operational manuals, and the
      manner and method of conducting the Company’s business;

	 	 	 
	 	1.5.5. 	
      marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and

	 	 	 
	 	1.5.6. 	
      all information that becomes known to the Contractor as a
      result of this Agreement or the services performed hereunder that the
      Contractor, acting reasonably, believes is confidential information or
      that the Company takes measures to protect.



Confidential Information does not include:

	 	1.5.7. 	
      the general skills and experience gained by the
      Contractor’s provision of the Consulting Services to the Company that the
      Contractor could reasonably have been expected to acquire in similar
      retainers or engagements with other companies;

	 	 	 
	 	1.5.8. 	
      information publicly known without breach of this
      Agreement or similar agreements;

	 	 	 
	 	1.5.9. 	
      information, the disclosure of which by the Contractor is
      required to be made by any law, regulation or governmental authority or
      legal process of discovery (to the extent of the requirement), provided
      that before disclosure is made, notice of the requirement is provided to
      the Company, and to the extent reasonably possible in
the circumstances, the Company is afforded an opportunity to
dispute the requirement; or 



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	 	1.5.10. 	
      information known to the Contractor at the date of this
      Agreement.




	1.6. 	
      “Consulting Effective Date” means the date of this
      Agreement as shown on the first page hereof;

	 	 
	1.7. 	
      “Consulting Fee” means the sum of U.S. $250,000 per
      annum;

	 	 
	1.8. 	
      “Consulting Services” means the services and
      responsibilities set out at Schedule “A” hereto as well as such other
      duties and responsibilities as may be reasonably required from
      time-to-time either in respect of the foregoing or otherwise by the Board
      with respect to the Company and, if requested by the Company, to any and
      all of its subsidiaries from time to time;

	 	 
	1.9. 	
      “Consulting Termination Date” means the second
      anniversary of the Consulting Effective Date unless otherwise
      specified;

	 	 
	1.10. 	
      “Directors” means the Directors of the Company, and
      “Director” means any one of them;

	 	 
	2. 	
      SERVICES TO BE PROVIDED

	 	 
	2.1. 	
      Effective on the Consulting Effective Date, the
      Contractor will provide the Consulting Services to the Company and
      will:




	 	2.1.1. 	
      devote sufficient working time, attention, ability and
      expertise to successfully provide the Consulting Services to the Company
      in a timely manner; and

	 	 	 
	 	2.1.2. 	
      well and faithfully serve the Company and use its best
      efforts to promote the best interests of the
Company




	2.2. 	
      The Contractor will report directly to the Board and will
      keep the Board informed of all matters concerning the Consulting Services
      as requested by the Board from time to time.

	 	 
	3. 	
      REMUNERATION, EXPENSES AND INDEMNITY

	 	 
	3.1. 	
      Remuneration – Consulting
Fees




	 	3.1.1. 	
      Subject to Paragraphs 3.1.2 and Section 4, below, from
      the Consulting Effective Date to the Consulting Termination Date, the
      Company will pay the Contractor the Consulting Fee. The Board, as it may
      determine from time to time in its sole discretion, may grant the
      Contractor an increase in the Consulting Fee.

	 	 	 
	 	3.1.2. 	
      The remuneration referred to in Paragraph 3.1.1 will be
      payable in equal monthly instalments paid over the course of the term, and
      does not include taxes which may be applicable. To the extent that
    the Contractor is required to remit tax payments, the Contractor
will show the applicable tax amounts as separate line items on the Contractor’s
invoice for services and provide the Company with the Contractor’s tax
registrant number.



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	3.2. 	
      Expenses

	 	 	 
		3.2.1. 	
      The Contractor will be responsible for all costs
      associated with the performance of the Consulting Services, except as
      noted in Paragraphs 3.2.2 through 3.2.4 below.

	 	 	 
		3.2.2. 	
      Unless otherwise agreed by the parties, the Consulting
      Services will be provided from the Contractor’s office in the state of New
      Jersey.

	 	 	 
		3.2.3. 	
      In the event that the parties agree that the Consulting
      Services will be provided at a location other than that specified in
      Article 3.2.2, the Company will reimburse the Contractor all reasonable
      moving expenses incurred.

	 	 	 
		3.2.4. 	
      The Contractor will be reimbursed by the Company for
      reasonable out of pocket expenses incurred on behalf of the Company in the
      course of providing the Services, as supported by copies of receipts and
      other documentation.




	4. 	
      TERM, RENEWAL AND TERMINATION

	 	 
	4.1. 	
      Term

	 	 
		
      This Agreement will commence on the Consulting Effective
      Date, and, unless otherwise terminated under this Section 4, will
      terminate on the Consulting Termination Date.

	 	 
	4.2. 	
      Termination




	 	4.2.1. 	
      Notwithstanding Paragraph 4.1, this Agreement will be
      terminated:

	 	 	 	 
			(a) 	
      without Cause by the Company, upon thirty (30) days’
      written notice from the Company to the Contractor;

	 	 	 	 
			(b) 	
      without Cause by the Contractor, upon thirty (30) days’
      written notice from the Contractor to the Company; or

	 	 	 	 
			(c) 	
      with Cause by the Contractor or the Company, immediately
      upon one party giving notice in writing to the other party, which notice
      must state the nature and substance of the Cause.

	 	 	 	 
	 	4.2.2. 	
      Upon termination of this Agreement for any
  reason:

	 	 	 	 
			(a) 	
      the Company must immediately pay to the Contractor all
      accrued and unpaid portions of the Consulting Fee due up to the date
    of termination as well as any Expenses properly incurred
  prior to the date of termination;



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	 	(b) 	
      the Contractor must, upon receipt of all sums due and
      owing, promptly deliver the following in accordance with the directions of
      the Company:

	 	 	 	 
	 		(i) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;

	 	 	 	 
	 		(ii) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to all books of account,
      correspondence and contracts; and

	 	 	 	 
	 		(iii) 	
      all equipment and any other property belonging to the
      Company.





	 	4.2.3. 	
      If the Contractor’s engagement with the Company, or with
      the surviving entity, is terminated within six (6) months following a
      Change of Control Event by the Company or by the surviving entity for any
      reason other than for Cause, or if the Company fails to provide the
      Contractor with an equivalent engagement following the Change of Control
      Event, then the Company shall pay to the Contractor a lump sum in an
      amount equal to 150% of the amount calculated by multiplying one twelfth
      of the Consulting Fee times six.

	 	 	 	 
	 		(a) 	
      If the Executive is terminated pursuant to this section
      4.2.3 any Stock Options granted to the Executive which have not vested
      shall vest immediately and be immediately exercisable subject to the terms
      of the applicable stock option plan.




	5. 	
      INDEPENDENT CONTRACTOR RELATIONSHIP

	 	 	 
	5.1. 	
      It is expressly agreed that the Contractor is acting as
      an independent contractor in performing the Consulting Services under this
      Agreement.

	 	 	 
	5.2. 	
      Although the Contractor will be available to the Company
      50% of his working hours, the Contractor need only devote such portion of
      his time to the provision of the Consulting Services as is necessary to
      complete the Consulting Services.

	 	 	 
	5.3. 	
      The Contractor is not precluded from acting in any other
      capacity for any other person, firm or company provided that it does not,
      in the reasonable opinion of the Board, conflict with the Contractor’s
      duties to the Company while providing the Consulting Services.

	 	 	 
	5.4. 	
      The Contractor represents and warrants to the Company
      that:

	 	 	 
		5.4.1. 	
      the Contractor has the right to perform the Consulting
      Services without violation of its obligations to
others;



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	 	5.4.2. 	
      the Contractor is not bound by any agreement or
      obligation to any other party that will conflict with its obligations as a
      Contractor of the Company; and

	 	 	 
	 	5.4.3. 	
      all advice, information, and documents provided by the
      Contractor to the Company in the course of providing the Consulting
      Services may be used fully and freely by the Company, unless the
      Contractor otherwise advises the Company in writing at the time of
      communication of such information (e.g. information provided by the
      Contractor on a confidential or non- attribution
basis).




	5.5. 	
      The remuneration set out at Section 3 herein will be the
      whole of the compensation to the Contractor for providing the Consulting
      Services. For avoidance of doubt, the Company will not pay any
      contribution to any pension plan, employment insurance, or federal, state
      or provincial withholding taxes, or provide any other contributions or
      benefits, or similar amounts under any federal, provincial or state laws,
      which might be expected in an employer-employee relationship, as
      compensation for the Consulting Services.

	 	 
	5.6. 	
      The Contractor is solely responsible for the Contractor’s
      registration and payment of assessments for coverage with any workmen’s
      compensation program or similar requirements under federal, provincial or
      state laws of other jurisdictions, while the Contractor is providing the
      Consulting Services. If requested by the Company, the Contractor will
      provide proof of coverage.

	 	 
	5.7. 	
      The Contractor hereby indemnifies the Company against,
      and agrees to hold it harmless from all losses, claims, actions, damages,
      charges, taxes, penalties, assessments or demands (including reasonable
      legal fees and expenses) which may be made by the , the Internal Revenue
      Service, Employment Insurance Plan, , the Workers Compensation Plan, or
      related plans or organizations, or similar bodies or plans under federal,
      provincial or state laws in other jurisdictions, requiring the Company to
      pay an amount under the applicable statutes and regulations in relation to
      any Consulting Services provided to the Company pursuant to this
      Agreement. This paragraph will survive termination of this
    Agreement.

	 	 
	6. 	
      CONFIDENTIAL INFORMATION

	 	 
	6.1. 	
      All Confidential Information, whether it is developed by
      the Contractor during its consulting retainer or by others employed or
      engaged by or associated with the Company or its affiliates or clients, is
      the exclusive and confidential property of the Company or its affiliates
      or clients, as the case may be, and will at all times be regarded, treated
      and protected as such, as provided in this Agreement.

	 	 
	6.2. 	
      As a consequence of the acquisition of Confidential
      Information, the Contractor will occupy a position of trust and confidence
      with respect to the affairs and business of the Company. In view of the
      foregoing, it is reasonable and necessary for the Contractor to make the
      following covenants regarding its conduct during and subsequent to the
      Contractor’s retainer by the Company:



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	 	6.2.1. 	
      At all times during and for a period of three years
      subsequent to the Contractor’s retainer with the Company, the Contractor
      will not disclose Confidential Information to any person other than as
      necessary in carrying out the Consulting Services, or as may be required
      by applicable law or legal process of discovery, without first obtaining
      the Company’s consent, and the Contractor will take all reasonable
      precautions to prevent inadvertent disclosure of any Confidential
      Information. This prohibition includes, but is not limited to, disclosing
      or confirming the fact that any similarity exists between the Confidential
      Information and any other information.

	 	 	 
	 	6.2.2. 	
      At all times during and for a period of three years
      subsequent to the Contractor’s retainer with the Company, the Contractor
      will not use, copy, transfer or destroy any Confidential Information other
      than as necessary in carrying out the Consulting Services, or as may be
      required by applicable law or process of discovery, without first
      obtaining the Company’s consent and the Contractor will take all
      reasonable precautions to prevent inadvertent use, copying, transfer or
      destruction of any Confidential Information.

	 	 	 
	 	6.2.3. 	
      Within ten (10) business days after the termination of
      the Contractor’s retainer for any reason, the Contractor will promptly
      deliver to the Company all property of or belonging to or administered by
      the Company in its custody, including without limitation all Confidential
      Information that is embodied in any form, whether in hard copy or on
      electronic media.

	 	 	 
	 	6.2.4. 	
      The provisions of this Section 6 shall survive the
      expiration or earlier termination of this
Agreement.




	6.3. 	
      Consent to Enforcement. The Contractor confirms
      that all restrictions in this Section 6 are reasonable and valid, and any
      defences to the strict enforcement thereof by the Company are waived by
      the Contractor. Without limiting the generality of the foregoing, the
      Contractor hereby consents to an injunction being granted by a court of
      competent jurisdiction in the event that the Contractor is in breach of
      any of the provisions stipulated in this Section 6. The Contractor hereby
      expressly acknowledges and agrees that injunctive relief is an appropriate
      and fair remedy in the event of a breach of any of the said
    provisions.

	 	 
	6.4. 	
      The Contractor’s obligations under this Section 6 will
      remain in effect in accordance with their terms and continue in full force
      and effect despite any breach, repudiation, alleged breach or repudiation,
      or termination of this Agreement. Without limiting the foregoing, the
      Contractor agrees that at all times during and subsequent to the provision
      of services to the Company, the Contractor will not use or take advantage
      of the Confidential Information for the purpose of providing similar
      management and technical services for any other company.

	 	 
	7. 	
      GENERAL PROVISIONS



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	7.1. 	
      Assignability. This Agreement is not assignable by
      either party and the Consulting Services must be provided by the
      Contractor.

	 	 
	7.2. 	
      Authorization. The Company represents and warrants
      that it is fully authorized and empowered to enter into this Agreement and
      perform its obligations hereunder, and that performance of this Agreement
      will not violate any agreement between the Company and any other person,
      firm or organization nor breach any provisions of its constating documents
      or governing legislation.

	 	 
	7.3 	
      No Other Agreement. This Agreement and the
      Schedules hereto cancel and supersede any existing agreement or other
      arrangement between the Company and the Contractor, other than any prior
      agreements for the purchase of securities in the Company.

	 	 
	7.3. 	
      Amendment or Waiver.




	 	7.3.1. 	
      This Agreement may not be amended unless such amendment
      is agreed to in writing and signed by the Contractor and an authorized
      officer of the Company.

	 	 	 
	 	7.3.2. 	
      No waiver by either party hereto of any breach by the
      other party hereto of any condition or provision contained in this
      Agreement to be performed by such other party will be deemed a waiver of
      any similar or dissimilar condition or provision. Any waiver must be in
      writing and signed by the Contractor or an authorized officer of the
      Company, as the case may be.




	7.4. 	
      Compliance with Policies and Laws. The Contractor
      will abide by all the Company’s policies and procedures, including without
      limitation, the Company’s code of conduct. In addition, the Contractor
      will abide by all laws applicable to the Company, in each jurisdiction
      that the Company does business, including without limitation applicable
      securities laws, rules and regulations and the rules of any stock exchange
      or market upon which the Common Shares are listed or quoted.

	 	 
	7.5. 	
      Governing Law. This Agreement will be construed
      and interpreted in accordance with the laws of the State of New Jersey
      applicable therein, and will be treated in all respects as a New Jersey
      contract. The parties irrevocably attorn to the exclusive jurisdiction of
      the courts of the State of New Jersey with respect to any legal
      proceedings arising under this Agreement.

	 	 
	7.6. 	
      Notices. Any notice in writing required or
      permitted to be given hereunder must be given by registered mail, postage
      prepaid, mailed to the following addresses, or may be delivered by courier
      or personally.



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	 	7.6.1. 	
      in the case of the Company: 

	 	 	PediatRx Inc.
	 		
      405, Trimmer Road, Suite 200, 

	 	 	Califon, NJ
	 		
      07830 

	 	 	Fax : n/a
	 		
      Attention: Cameron Durrant

	 	 	 
	 		
      with a copy to:

        Joseph Carusone, 

        Chairman of the Board
        

      Suite 901 – 360 Bay Street

      Toronto, ON

      Canada M5H 2V6 

      Fax: (416) 352-5239

	 	 	 
	 	7.6.2. 	
      in the case of the Contractor: 

        Dr. Cameron Durrant

        PO Box
      423, 

      Califon, NJ, 07830

      USA





		
      Any notice delivered by courier or personally is
      effective on the actual date of delivery. Any notice delivered by mail as
      aforesaid is deemed to have been received by the person to whom it is
      addressed on the 4th business day after and excluding the date of mailing.
      Either party may change its address for giving of notices hereunder by
      notice in writing to the other party.

	 	 
	7.7. 	
      Independent Legal Advice. The Company has obtained
      legal advice concerning this Agreement and has requested that the
      Contractor obtain independent legal advice with respect to this Agreement.
      The Contractor hereby represent and warrants to the Company that it has
      been advised to obtain independent legal advice, and that, prior to the
      execution of this Agreement, it has obtained independent legal advice or
      has, in their discretion, knowingly and willingly elected not to do
    so

	 	 
	7.8. 	
      Severability. If any provision contained herein is
      determined to be void or unenforceable for any reason, in whole or in
      part, it will not be deemed to affect or impair the validity of any other
      provision contained herein and the remaining provisions will remain in
      full force and effect to the fullest extent permissible by
  law.



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	7.9. 	
      Currency. Except as expressly provided in this
      Agreement, all amounts in this Agreement are stated and will be paid in
      U.S. currency.

	 	 	 
	7.10. 	
      Further Assurances. Each of the Contractor and the
      Company will do, execute and deliver, or will cause to be done, executed
      and delivered, all such further acts, documents and things as the
      Contractor or the Company may reasonably require for the purposes of
      giving effect to this Agreement.

	 	 	 
	7.11. 	
      Counterparts/Facsimile Execution. This Agreement
      may be executed in several counterparts and each counterpart will together
      constitute one original document.

	 	 	 
	7.12. 	
      Parties’ Acknowledgement. The parties hereto
      hereby acknowledge that:

	 	 	 
		7.12.1. 	
      sufficient time was provided to review this Agreement
      thoroughly;

	 	 	 
		7.12.2. 	
      the terms of this Agreement and the obligations hereunder
      have been read and are understood; and

	 	 	 
		7.12.3. 	
      a copy of this Agreement has been received by each of the
      parties.



IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first above written.

PEDIATRX INC.

Per: 
______________________
        Joseph
Carusone, Director

CAMERON DURRANT


_________________________ 
CAMERON DURRANT

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SCHEDULE A

List of Services, Duties and Responsibilities

The Contractor has responsibility for the activities described
below:

	 	a) 	
      Oversee the corporate affairs of the Company,

	 	 	 
	 	b) 	
      Provide executive management and strategic advice to the
      board of directors,

	 	 	 
	 	c) 	
      Assist in the hiring of professional staff, qualified
      contractors and employees,

	 	 	 
	 	d) 	
      Comply with applicable laws and regulations, and ensure
      similar corporate compliance,

	 	 	 
	 	e) 	
      Assist in promoting the Company’s reputation,

	 	 	 
	 	f) 	
      Actively participate in the production of corporate
      articles including, but not limited to a business plan, operating budgets,
      financial statements, and minutes to meetings, and;

	 	 	 
	 	g) 	
      Increase the Company’s revenue and
  earnings.



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