Enertopia Corp. - Exhibit 10.2 - Filed by newsfilecorp.com






Social Media / Web Marketing
Agreement 

 

This Social Media and Marketing Agreement (the “Agreement”) is
made and effective April 1, 2014. 

	BETWEEN: 	
      Stuart Gray (the "Marketer / Developer"), is an
      individual located in British Columbia, Canada, with head office located
      at: 

	  	     
	  	
      980 Skeena Drive 

	  	
      Kelowna, BC V1V 2K7 

	  	
      Canada 

	  	     
	AND: 	
      Enertopia Corp. (“Enertopia” the "Customer"), a
      corporation organized and existing under the laws of the British Columbia,
      Canada with its head office located at: 

	  	     
	  	
      Suite 950 – 1130 West Pender Street 

	  	
      Vancouver BC, V6E 4A4 




	1. 	
      BACKGROUND INFORMATION

	 	 	 
		A. 	
      The Marketer / Developer is in the business of designing
      and marketing and has experience in Social Media, Media and
    Marketing.

	 	 	 
		B. 	
      The Customer wishes to have a social media presence and
      to make such a presence available through the Internet.

	 	 	 
		C. 	
      The customer, Enertopia is the current registered owner
      of the Internet domain name www.enertopia.com which may be linked to
      social media, related landing pages.



NOW THEREFORE, in consideration of the covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to the following:


	2. 	CREATION AND MARKETING
	 	 
		
      2.1 Engagement of Developer 

		
      Customer hereby engages the services of the Developer /
      Marketer for the purpose of design, creating and marketing services. This
      includes but not limited to marketing services related to Social Media in
      Face Book and Twitter. In addition Developer / Marketer may arrange media
      related coverage.

	 	
       

		
      2.2 Developer Created Content 

		
      The Customer shall be responsible for delivering all
      Content. Social Media content will only be used from the Company’s
      Website. www.enertopia.com or be
      approved by the Company President.

	 	
       

		
      2.3 Form of Delivery 

		
      Social Media related groups will be provided to
      Enertopia. Some of the content sent out to social media members may also
      be provided to Enertopia or affiliated parties upon
  request.








	3. 	
      COMPENSATION FOR DEVELOPMENT / MARKETING
      SERVICES

	 	 
		3.1    Development /
      Marketing Fee
		In consideration of the services to be performed by the
      Developer / Marketer hereunder, Enertopia Corp. “The Customer” shall pay
      to Developer / Marketer a total fee (“Development Fee”) equal to $15,000
      USD, which shall be payable as set forth in the Schedule of Payment
      referred to in Section 3.2, below.
	 	 
		3.2    Schedule of
      Payments
		Customer shall pay to Developer / Marketer, upon execution
      of this Agreement, an amount equal to three payments of $5,000.00 USD per
      month for Developer / Marketers services provided hereunder.
	 	 
		3.3    Option Grant
    
		Granting of 100,000 options of Enertopia Corp. vesting
      immediately.



	4. 	
      PROPRIETARY RIGHTS TO WEBSITE

	 	 
		
      Creation of Website As A Work For Hire

		
      The Developer / Marketer hereby agrees that all materials
      that are part of any direct Enertopia Social Media pages and that are
      created by the Developer, including but not limited to content, text,
      graphics, and logos, are property of Enertopia.

	 	 
	5. 	
      DEVELOPER REPRESENTATIONS AND
  WARRANTIES



Developer makes the following representations and warranties to
the Customer: 

Sole and exclusive creator

Developer / Marketer will be the sole and exclusive creator of the
Social Media Content and has not created any such materials as a joint work with
any other party, through independent contractors, or in any other way that would
give any other party any rights in and to the Content. 

	6. 	
      CONFIDENTIALITY COVENANTS

	 	 	 
		A. 	
      The parties acknowledge and agree that during the course
      of the relationship contemplated hereby that they are likely to come into
      contact and gain knowledge and access to information and materials that
      the other party deems to be confidential, proprietary or of strategic
      importance. The parties each agree that they shall maintain the strictest
      confidentiality of all such materials that they receive concerning the
      other party hereto. They shall not disclose such confidential information
      to any other party, shall not use such confidential information for their
      own purposes, and they shall protect such confidential information from
      disclose using the same or higher standards as they use to protect their
      own confidential information.

	 	 	 
		B. 	
      The parties agree that confidential information shall be
      limited to disclosure within the organization of the recipient to those
      top management personnel and developers with a bona fide need to know such
      information as a necessary part of their contribution to the performance
      under this Agreement.

	 	 	 
		C. 	
      For purposes of this Agreement, confidential information
      shall include any and all information that is of a proprietary,
      confidential or trade secret nature, of strategic importance, or is
      otherwise considered to be confidential or proprietary by the releasing
      party.








	7. 	
      TERM AND TERMINATION



This Agreement shall commence on the
effective date hereof and shall remain in effect for 90 days thereafter “The
Term”. 

8.   INDEPENDENT CONTRACTOR STATUS

The parties agree that Developer / Marketer shall be an
independent contractor and not an agent, employee or representative of Customer.
Enertopia shall have no right to direct or control the details of the
Developer’s work. Developer shall not receive any fringe benefits or other
perquisites that the Customer may provide to its employees and Developer agrees
to be responsible for its own business overhead and costs of doing business and
to furnish (or reimburse Customer for) all tools and materials necessary to
accomplish the services required of the Developer pursuant to this agreement.


9.   GOVERNING LAW 

In interpreting the terms of this Agreement, the parties
agree that the laws of British Columbia of shall be applicable. All suits
permitted to be brought in any court shall be in Vancouver, BC, Canada. 

10. ENTIRE AGREEMENT 

This Agreement contains the entire agreement and understanding
of the parties with respect to the subject matter hereof and supercedes and
replaces all prior discussions, agreements, proposals, understandings, whether
orally or in writing, between the parties related to the subject matter of this
Agreement. This Agreement may be changed, modified or amended only in a written
agreement that is duly executed by authorized representatives of the parties. If
any provisions hereof is deemed to be illegal or unenforceable by a court of
competent jurisdiction, the enforceability of effectiveness of the remainder of
the Agreement shall not be effected and this Agreement shall be enforceable
without reference to the unenforceable provision. No party’s waiver of any
breach or accommodation to the other party shall be deemed to be a waiver of any
subsequent breach. 

11. TIME OF THE ESSENCE 

Both Parties recognize that time is of the essence in this
Agreement and that the failure to develop / create and deliver the deliverables
hereunder in accordance with the Delivery Schedule shall result in expense and
irreparable damage to the Customer. 

12. FORCE MAJEURE 

Neither Party shall be deemed in default of this Agreement to
the extent that performance of its obligations or attempts to cure any breach
are delayed, restricted or prevented by reason of any act of God, fire, natural
disaster, act of government, strikes or labor disputes, inability to provide raw
materials, power or supplies, or any other act or condition beyond the
reasonable control of the party in question. 

13. PARTIAL INVALIDITY 

Should any provision of this Agreement be held to be void,
invalid or inoperative, the remaining provisions of this Agreement shall not be
affected and shall continue in effect and the invalid provision shall be deemed
modified to the least degree necessary to remedy such invalidity. 




14. NO WAIVER 

The failure of either Party to partially or fully exercise any
right or the waiver by either party of any breach, shall not prevent a
subsequent exercise of such right or be deemed a waiver of any subsequent breach
of the same or any other term of this Agreement. 

15. HEADINGS 

The section headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. 

16. COUNTERPARTS 

This Agreement may be executed in counterparts, and each of
which shall be deemed an original and all of which together shall constitute one
and the same document 

IN WITNESS WHEREOF, the parties hereto have duly entered and
executed this Agreement as of the day and year first above written and represent
and warrant that the party executing this Agreement on their behalf is duly
authorized.

	STUART GRAY - DEVELOPER / MARKETER 	 	ENERTOPIA CORP / CUSTOMER 
	 	 	 
	 	 	 
	  	 	  
	Authorized Signature 	 	Authorized Signature 
	 	 	 
	STUART GRAY 	 	ROBERT
      MCALLISTER 
	  	 	PRESIDENT and CEO