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Independent Sales And Marketing Representative Agreement

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GOLDEN ARIA CORP. | Enertopia Corporation

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Title: Independent Sales and Marketing Representative Agreement
Governing Law: Nevada     Date: 2/8/2010

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Exhibit 10.1

Independent Sales and Marketing Representative Agreement

This Agreement is made in California as of January 31, 2010 between Global Solar Water Power Systems, a California Corporation, having its principal place of business at #105 2500 Sweetwater Springs Blvd, Spring Valley California (hereinafter called "the Company ") and Golden Aria Corp. (soon to be renamed Enertopia Corporation) having its principal place of business at Suite 950, 1130 West Pender St, Vancouver BC Canada (hereinafter called " Representative ").


The Company markets various solar and/or wind turbine powered water filtration products in the United States and around the world. The products are in various sizes, transportable, and combine various filtration, membrane, UV, or other technologies to convert various water sources into clean drinking water.


The Company desires to obtain the services of Representative, and Representative desires to provide services to the Company in accordance with the terms, conditions and covenants set forth in this Agreement. Accordingly, in consideration of the mutual covenants and undertakings set forth herein, the parties hereby agree as follows:


Appointment and Acceptance.


The Company hereby appoints Representative as the Company's independent sales representative to solicit orders for those solar and/or wind turbine powered water filtration products marketed from time to time by the Company and/or the Representative.


Representative shall solicit orders for Company Products and market on an EXCLUSIVE basis everywhere throughout the Continent of Africa; and at this time on a NON EXCLUSIVE basis throughout the rest of the world, with the exception of the nation of Iraq which is not available at this time, (hereinafter called "the Territory"). Representative shall not solicit or accept orders for Company Products in or for the nation of Iraq.


Representative may solicit orders for the Products from any O.E.M. or private label accounts only if it receives written authorization to do so on a case-by-case basis, in advance, from the Company. Further, the Company shall have the right, from time to time, at its sole discretion, to designate other account categories and/or specific accounts within the Territory as accounts which shall be serviced by the Company directly as Reserved Factory Accounts, regardless of whether Representative previously has serviced such account categories or accounts on the Company's behalf.


Representative hereby accepts its appointment hereunder.


Responsibilities of Representative. Representative shall satisfy the following responsibilities at all times during the term of this Agreement:


Representative and its staff shall conduct themselves in a manner consistent with the high image, reputation and credibility of the Company and Company Products, and shall engage in no activities which reflect adversely on the Company or the Products.


Representative shall use its best efforts to solicit orders for the Products, shall promote the sale of the Products in a diligent manner, and shall forward all orders to the Company promptly.


Representative shall maintain an office in the Territory which shall be open and staffed adequately during normal business hours. Representative shall employ and maintain adequately trained and competent personnel in numbers sufficient to carry out and perform properly and fully all of Representative's responsibilities under this Agreement.


Representative shall endeavor to open, create, employ, or otherwise engage secondary distribution of the Products throughout the Territory, at the Representative’s sole discretion, through engagement of third party distributors, subject only to reaching mutually acceptable business arrangements with the Company, the third parties, and itself as Representative.


In the event that Representative becomes aware of any actual or potential claim against the Company by any person or entity, Representative shall notify the Company immediately.


Representative shall furnish the Company, on a timely basis, with sales call reports, sales forecasts, and such other information pertinent to Representative's performance hereunder, as the Company may request.


Representative shall comply with all applicable federal, state and local laws and regulations in performing its responsibilities hereunder.


Representative shall assist the Company in obtaining relevant financial information concerning Company accounts and potential accounts within the Territory.


To the extent not otherwise required herein, Representative shall provide complete cooperation to the Company in order to assist the Company in maximizing the Company's success within the Territory.


Relationship of the Parties. Representative acknowledges that it has its own independently established business which is separate and apart from the Company's business. Representative at all times shall be considered an independent contractor with respect to its relationship with the Company. Nothing contained in this Agreement shall be deemed to create the relationships of employer and employee, master and servant, franchisor and franchisee, between the parties.


Scope and Limitations of Representative's Authority.


Representative has authority to solicit and accept orders subject to acceptance or rejection by the Company, in whole or in part, at the Company's sole discretion.


The Company shall have the sole right to determine the accounts to whom the Products shall be sold, and Representative shall have no right or authority to obligate the Company to sell the Products to any account.


Prices, credit terms, sales programs and other terms and conditions of sale governing transactions between the Company and its customers shall be those adopted by the Company from time to time, at its sole discretion. Representative shall have no authority to modify any such prices, credit terms, sales programs or other terms or conditions of sale, to authorize any customer to return the Products to the Company for credit, or to obligate or bind the Company in any other manner.


Representative at no time shall engage in any unfair trade practices with respect to the Company or the Products, and shall make no false or misleading representations with respect to the Company or the Products. Representative shall refrain from communicating any information with respect to guarantees or warranties regarding the Products, except such as are expressly authorized by the Company or are set forth in the Company's literature or other promotional materials.


Except as authorized by the Company, Representative shall have no authority to make collections from customers, but shall assist the Company in collections upon the Company's request, and shall remit any collected funds to the Company immediately.


Representative shall not use the Company's tradenames or trademarks or any names closely resembling same as part of Representative's corporate or business name, or in any manner which the Company in its sole discretion, may consider misleading or otherwise objectionable.


Representative shall not attempt to fix the prices at which any account or prospective account of the Company may resell the Company Products, it being acknowledged and understood that the Company accounts are free to determine resale prices at their sole discretion.




Commissions shall be computed on the net invoice price of the Products. The "net invoice price" shall be computed by deducting from the gross sales price, all taxes, freight, insurance charges, credits (arising from returns or other adjustments), discounts, rebates or allowances of any kind, except prompt payment discounts.


The compensation to be paid by the Company to Representative in consideration for all services rendered by Representative as an independent sales representative for the Company shall be commissions on sales of the Products. The sales commissions will be not less than 5% of the net invoice price and not more than 12% of the net invoice price.

The Company and Representative shall have the right to jointly determine specific sales cases individually to generate unique commissions by their joint agreement on a case by case basis.


Subject to the final settlement procedures set forth in section 6 and to the debit provisions of subparagraph (C.i.e.) hereof, and to terms within the Sales Agreements between the Company and customers that define precise terms of progress draw schedules, final payments and retentions, shipping and payment schedules, commissions shall become earned and due to Representative in accordance with the following provisions:


Except as otherwise provided in this Agreement, commissions on commissionable orders shall be considered earned and due to Representative on the 30 th day following the last day of the preceding month in which the order is shipped to the customer. For example, commissions on commissionable orders shipped during August 1 to August 31 shall be considered earned, payable and due to Representative on September 30.


Commissions on any shipment(s) made subsequent to any expiration or termination of this Agreement shall be considered earned and due to Representative only if the shipment relates to an order received and accepted by the Company prior to the expiration or termination date, is made within Thirty (30) days of such expiration or termination date, and otherwise becomes earned and due pursuant to the provisions of Paragraph 6 hereof.


No commissions shall be considered earned and due to Representative under any circumstances with respect to:


Sales to any Reserved Factory Accounts or to any other accounts from which Representative is not authorized by the Company to solicit orders; or


Sales of parts or promotional items, sales of any products not covered by this Agreement, accommodation sales, sales made to Representative or to any of its employees, or sales to any other entity in which Representative or any principal(s) of Representative has any ownership or other financial interest; or


Any unfilled orders; or


Any shipments made more than Thirty (30) days after any expiration or termination of this Agreement, regardless of whether the order(s) in question has been submitted to the Company prior to the expiration or termination date; or


Any orders submitted to the Company after any expiration or termination of this Agreement.


In those cases in which the Company ships an order to an account's outlets in more than one territory, or to an account's central redistribution to more than one territory, the Company, at its sole discretion, may apportion such commissions to more than one representative, in proportions deemed by the Company, in its sole judgment, to be

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