MARKETING & LEAD
GENERATION AGREEMENT
This Marketing & Lead Generation Agreement
(the “Agreement”) is made and entered into as of this
16th day of September 2009, by and between Who’s Your Daddy,
Inc., a Nevada corporation (the “Company”) and Gigamind
Inc., a Canadian corporation (the
“Consultant”) (individually, a “Party”;
collectively, the “Parties”).
RECITALS
WHEREAS, Consultant has significant experience in the
areas of marketing of internet products and furthering business
transactions and relationships through its existing lead lists and
M-Wallet leads and;
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, the Company desires to retain Consultant to
assist with the implementation of the internet marketing strategy
for the launch of its new Who’s Your Daddy Fit Energy Shot
with Resveratrol.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Parties 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 45 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 45 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 located at 30 Spruce Street, Toronto, On. M5A
2H9. 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
business operations of the other and agree to keep all such
information secret and confidential and not to use or disclose any
such information to any individual or organization without the
non-disclosing Parties prior written consent. It is
hereby agreed that from time to time Consultant and the Company may
designate certain disclosed information as confidential for
purposes of this Agreement.
8. INDEMNIFICATION
Each Party (the
“Indemnifying Party”) agrees to indemnify, defend, and
hold harmless the other Party (the “Indemnified Party”)
from and against any and all claims, damages, and liabilities,
including any and all expense and costs, legal or otherwise, caused
by the negligent act or omission of the Indemnifying Party, its
subcontractors, agents, or employees, incurred by the Indemnified
Party in the investigation and defense of any claim, demand, or
action arising out of the work performed under this Agreement;
including breach of the Indemnifying Party of this
Agreement. The Indemnifying Party shall not be liable
for any claims, damages, or liabilities caused by the sole
negligence of the Indemnified Party, its subcontractors, agents, or
employees.
The Indemnified Party shall notify promptly the
Indemnifying Party of the existence of any claim, demand, or other
matter to which the Indemnifying Party’s indemnification
obligations would apply, and shall give them a reasonable
opportunity to settle or defend the same at their own expense and
with counsel of their own selection, provided that the Indemnified
Party shall at all times also have the right to fully participate
in the defense. If the Indemnifying Party, within a
reasonable time after this notice, fails to take appropriate steps
to settle or defend the claim, demand, or the matter, the
Indemnified Party shall, upon written notice, have the right, but
not the obligation, to undertake such settlement or defense and to
compromise or settle the claim, demand, or other matter on behalf,
for the account, and at the risk, of the Indemnifying
Party.
The rights and obligations of the Parties under
this Article shall be binding upon and inure to the benefit of any
successors, assigns, and heirs of the Parties.
9. COVENANTS
OF CONSULTANT
Consultant covenants and agrees with the Company
that, in performing Consulting Services under this Agreement,
Consultant will:
(a)
