MARKETING & LEAD
GENERATION AGREEMENT
This Marketing & Lead Generation Agreement
(the “Agreement”) is made and entered into as of this
21st day of August, 2009, by and between Who’s Your Daddy,
Inc., a Nevada corporation (the “Company”) and Leigh
Steinberg Sports & Entertainment LLC, a Nevada limited
liability company (the “Consultant”) (individually, a
“Party”; collectively, the
“Parties”).
RECITALS
WHEREAS, Consultant has significant experience in the
areas of marketing, branding, licensing and furthering business
transactions and relationships;
WHEREAS, Consultant has extensive business relationships
with affiliates whose expertise is website design, internet lead
generation, and creation and optimization of product offerings
through the internet;
WHEREAS, Company and Consultant agree the Company’s
current financial condition as per its Form 10-Q filing with the
Securities and Exchange Commission for the quarter ended June 30,
2009 discloses approximately $5.5 million in debt, minimal assets
and no sales for the quarter, that the Company is in need of
investment capital and corporate restructuring, and as a result,
Consultant and management are risking significant financial as well
as reputation to help the Company reorganize;
WHEREAS, the Company and Consultant are parties to a
Marketing & Representation agreement dated January 23, 2009
under which Consultant assisted the Company in developing an
internet marketing strategy to be used for the sale of certain of
the Company’s products; and
WHEREAS, the Company desires to retain Consultant to
assist with the implementation of the internet marketing strategy
developed by the Parties.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Parties hereto hereby agree as follows:
1. CONSULTING
SERVICES
Attached hereto as Exhibit A and incorporated
herein by this reference is a description of the services to be
provided by the Consultant hereunder (the “Consulting
Services”). Consultant hereby agrees to utilize
its best efforts in performing the Consulting Services, however,
Consultant makes no warranties, representations, or guarantees
regarding any corporate strategies attempted by the Company or the
eventual effectiveness of the Consulting Services.
2. TERM
OF AGREEMENT
This Agreement shall be in full force and effect
commencing upon the date hereof and shall have a term of 24 months
therefrom. Either Party hereto shall have the right to
terminate this Agreement without notice in the event of the death,
bankruptcy, insolvency, or assignment for the benefit of creditors
of the other Party. Consultant shall have the right to
terminate this Agreement if Company fails to comply with the terms
of this Agreement and such failure continues unremedied for a
period of 30 days after written notice to the Company by
Consultant. The Company shall have the right to
terminate this Agreement upon delivery to Consultant of notice
setting forth with specificity facts comprising a material breach
of this Agreement by Consultant. Consultant shall have
30 days to remedy such breach.
3. TIME
DEVOTED BY CONSULTANT
It is
anticipated that the Consultant shall spend as much time as deemed
necessary by the Consultant in order to perform the obligations of
Consultant hereunder. The Company understands that this
amount of time may vary and that the Consultant may perform
Consulting Services for other companies.
4.
PLACE WHERE SERVICES WILL BE PERFORMED
The Consultant will perform most Consulting
Services in accordance with this Agreement at Consultant’s
offices. In addition, the Consultant will perform
Consulting Services on the telephone and at such other place(s) as
necessary to perform these services in accordance with this
Agreement.
5. INDEPENDENT
CONTRACTOR
Both Company and the Consultant agree that the
Consultant will act as an independent contractor in the performance
of his duties under this Agreement. Nothing contained in
this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant,
is a partner, joint venturer, agent, officer or employee of
Company.
6. COMPENSATION
TO CONSULTANT
The Consultant's compensation for the Consulting
Services shall be as set forth in Exhibit B attached hereto and
incorporated herein by this reference. The Consultant
will be solely responsible for all tax returns and payments
required to be filed with or made to any federal, state or local
tax authority with respect to the Consultant’s performance of
services and receipt of fees under this Agreement. The
Company will regularly report amounts paid, if any, to the
Consultant by filing Form 1099-MISC and/or other appropriate form
with the Internal Revenue Service as required by
law. Because the Consultant is an independent
contractor, the Company will not withhold or make payments for
social security; make contract insurance or disability insurance
contributions; or obtain worker’s compensation insurance on
the Consultant’s behalf. The Consultant agrees to
accept exclusive liability for complying with all applicable state
and federal laws governing self-employed individuals, including
obligations such as payment of taxes, social security, disability
and other contributions based on fees paid to the Consultant under
this Agreement. The Consultant hereby agrees to
indemnify and defend the Company against any and all such taxes or
contributions, including penalties and interest.
7. CONFIDENTIAL
INFORMATION
The Consultant and the Company acknowledge that
each will have access to proprietary information regarding the
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