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
s