MARKETING & REPRESENTATION
AGREEMENT
This Marketing & Representation Agreement
(the “Agreement”) is made and entered into as of this
24st day of August, 2009, by and between Who’s Your Daddy,
Inc., a Nevada corporation (the “Company”) and Rand
Scott M.D. (the “Consultant”), (individually, a
“Party”; collectively, the
“Parties”).
RECITALS
WHEREAS, Consultant has extensive experience in
understanding the use and benefits of medicinal ingredients and
herbal products and their associated marketing; and
WHEREAS, the Parties desire to combine their efforts in
identifying and executing a marketing plan including but not
limited to the promotion and sale of the Company’s product
through the internet and retail stores.
W HEREAS , the Consultant has valuable
contacts with and is aware of certain accredited investors (the
“Accredited Investors”); and
WHEREAS , the Company desires Consultant to introduce
Accredited Investors to the Company and Consultant is willing to
introduce certain Accredited Investors to Company without financial
compensation.
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
his 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. This Agreement has a
term of 24 months beginning on the date hereof. 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.
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 or in the operation of his
existing medical practice.
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
Consultant will be reimbursed for any expenses occurred in the
normal course of providing the described consulting
services. Because the Consultant is an independent
contractor, the Company will not withhold or make payments for
social security; provide consulting 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 ne
