Epcylon Technologies Inc.: Exhibit 10.1 - Filed by newsfilecorp.com







 

EPCYLON SUPPLIER AND RESELLER AGREEMENT between Epcylon
Technologies Inc. (“ Epcylon “) and Jitney Trade Inc, (“ Jitney “)

Whereas, Jitney wishes to offer it’s traders and retail
accounts the Epcylon Software signals according to the description included in
this agreement,

Whereas both parties enter into this agreement in good faith,


1) PRODUCT DESCRIPTION AND SUMMARY

The Stealth Console - Suited for the needs of the day-trader,
the console uses four signals to condense and visualize complex trends in the
market giving the user a clear trading advantage 

Stealth Analytics 


 




Stealth Pro 


 

Stealth Mobile 

 

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	Type of Platform 	What you get 	Price 
	1) Stealth Pro
	Stealth Console, API integration
      and direct executions 	$299.99/month 
	2) Stealth Signal
    	Stealth Console embedded in
      platform of choice with additional technical indicators
      available ala carte 	$50/month + 5/month per
      indicator 
	3) Stealth Mobile
    	White label the Stealth Console
      into a Jitney mobile trading and account monitoring app
    	$10/month 
	4) Stealth
      Analytics 	Stealth Console, No execution
    	Limited early access free
      trials for VIP traders! 



2) REVENUE SHARING

Epcylon will adopt a revenue sharing
model with Jitney consisting of 30% of all revenues from software sales on a
monthly basis will be for the account of Jitney and 70% for the account of
Epcylon, 

3) SIGNALS

Jitney recognizes the Epcylon software
is a sophisticated analysis of large amounts of data in the order books in North
America and that the Epcylon software is an additional tool for traders and
investors to make educated trading decisions with. The Epcylon software does not
recommend when to buy or sell a security and is not liable for any losses or
potential losses incurred in the execution of a trade. 

4) PAYMENT

Jitney agrees to debit its clients
accounts on the first business day of each month and remit the gross revenue
less Jitney’s 30% portion the same day via electronic wire transfer to Epcylon’s
bank account. 

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5) TRAINING AND SUPPORT 

Epcylon agrees to provide initial
training of 1 week with one of our trading experts located inside Jitney offices
in Montreal at no charge. Thereafter, on site training is billed at $1,000 per
day. A telephone support line is available with Epcylon service team Monday to
Friday from 9 am to 5 pm during normal trading days. 

6) SOFTWARE UPGRADES 

Software upgrades will be automatically
made available to all Jitney users at a cost of $50 per upgrade.

7) API INTEGRATION

Epcylon will be pleased to conduct an
API integration with Jitney provided there is a minimum of 20 users at Jitney
for the first 12 months. Should there be less than 20 users, it is understood
the cost shall be shared on a 50 / 50 basis between both parties. Such costs
shall be paid in advance to Epcylon and shall be invoiced once our respective
technical teams have provided Epcylon management with the estimated costs. The
API costs shall be billed at our cost plus 15% administration fee. 

8) TERM 

Both Jitney and Epcylon may cancel this
agreement upon 30 days notice to the other party. 

9) MINIMUM NUMBER OF USERS 

There is no minimum number of users or
minimum guarantee in this agreement. 

10) EXCLUSIVITY 

The parties understand and agree this
agreement is non-exclusive. 

11) NON SOLICITATION 

During the term of this Agreement
Jitney shall not hire or take away or cause to be hired or taken away any
Consultant, partners, clients or service providers of the Company.
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12) GRANTS OF RIGHTS 

All work and materials, including all
intellectual property, and any other rights, including without limitation
copyright, all rental and lending rights thereto, which Jitney may have in and
to the results and proceeds of the Services, shall vest irrevocably and
exclusively with the Company, and are otherwise hereby assigned to the Company
as and when created. Jitney hereby waives in favor of the Company any moral
rights which it may have, if any, in and to any works, materials, or services
which it may provide or create under this Agreement. 

13) JURISDICTION

The parties hereby attorn the exclusive
jurisdiction of the provincial and federal courts located in the city of
Montreal, Quebec in relation to all disputes arising from the Agreement.

14) ASSIGNMENT

This Agreement may not be assigned by
either Party hereto without the written consent of the other. 

15) NOTICES

All notices required or permitted to be
given under this Agreement shall be given in writing and shall be delivered,
either personally or by express delivery service, to the Party to be notified.
Notice to each Party shall be deemed to have been duly given upon delivery,
personally or by courier, addressed to the attention of the officer at the
address set forth heretofore, or to such other officer or addresses as either
Party may designate, upon at least ten (10) days written notice to the other
Party.

Duly signed in Montreal, this
_________day of ____________________________, 2015, 

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	 	Epcylon
      Technologies Inc. 
	 	Mr. Kyle Appleby 
	 	Chief Financial Officer






	 	Jitney
      Trade Inc, 
	 	Mr. Jean Francois Sabourin 
	 	President 

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