wyd8k012909ex10-1.htm


    
      

      

    

    
      Exhibit 10.1

      


      MARKETING &
REPRESENTATION AGREEMENT

      


      This
Marketing & Representation Agreement (the “Agreement”) is made and entered
into as of this 26th day of
January, 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
extensive experience in the areas of representation, marketing, branding,
licensing and furthering business transactions and relationships;
and

      


      WHEREAS, the Parties desire to
combine their efforts in identifying, placing and executing the established
marketing plan including but not limited to the promotion and sale of the
product, merchandising, music rights, movie rights, licensing of products,
corporate sponsorships and any public relations related activities in the United
States.

      


      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.  This Agreement has a term of 12 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.  Consultant shall have the right to terminate this Agreement if
Company fails to comply with the terms of this Agreement, including without
limitation its responsibilities for fees as set forth in 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 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 non-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 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)        Comply
with all federal and state laws;

      


      (b)        Not
make any representations other than those authorized by the Company;
and

      


      (c)        Not
publish, circulate or otherwise use any materials or documents other than
materials provided by or otherwise approved by the Company.

      


      10.       MISCELLANEOUS

      


      (A)       This
Agreement shall be constructed and interpreted in accordance with and the
governed by the laws of the State of California.

      


      (B)       The
Parties agree that the Courts of the County of Orange, State of California shall
have sole and exclusive jurisdiction and venue for the resolution of all
disputes arising under the terms of this Agreement and the transactions
contemplated herein.

      


      (C)       If
either Party to this Agreement brings an action on this Agreement, the
prevailing Party shall be entitled to reasonable expenses therefore, including,
but not limited to, attorneys’ fees and expenses and court
costs.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (D)       This
Agreement shall inure to the benefit of the Parties hereto, their administrators
and successors in interest.  This Agreement shall not be assignable by
either Party hereto without the prior written consent of the other.

      


      (E)        This
Agreement contains the entire understanding of the Parties and supersedes all
prior agreements between them.

      


      (F)        No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the Parties.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver.  No waiver shall be binding unless executed in
writing by the Party making the waiver.

      


      (G)       If
any provision hereof is held to be illegal, invalid or unenforceable under
present or future laws effective during the term hereof, such provision shall be
fully severable.  This Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
hereof, and the remaining provisions hereof shall remain in full force and
effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.

      


      IN WITNESS WHEREOF, the
Parties hereto have placed their signatures hereon on the day and year first
above written.

      


      
        
          	
                  COMPANY:

                	
                  CONSULTANT:

                
	 
      	 
      
	
                  WHO’S
      YOUR DADDY, INC.

                	
                  LEIGH
      STEINBERG SPORTS &

                
	
                  a
      Nevada corporation

                	
                  ENTERTAINMENT,
      LLC

                
	 
      	
                  a
      Nevada limited liability company

                
	 
      	 
      
	 
      	 
      
	
                   /s/ Michael R.
      Dunn            
      

                	
                   /s/ David
      Meltzer        
      

                
	
                  By:
      Michael R. Dunn

                	
                  By:
      David Meltzer

                
	
                  Its:
      Chief Executive Officer

                	
                  Its:
      COO

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      DESCRIPTION OF CONSULTING
SERVICES

      


      The
Consulting Services shall including, but not limited to, the following
marketing, public relations, and merchandising services, including
introductions, negotiations, and support, pursuant to the terms of this
Agreement:

      


      Marketing/
Endorsements

      


      
        	
                 
      

              	
                ·

              	
                Identifying,
      securing and negotiating Sponsorship
Agreements;

              


      

      
        	
                 
      

              	
                ·

              	
                Identifying,
      securing and negotiating Marketing and Endorsement Agreements;
      and

              


      

      
        	
                 
      

              	
                ·

              	
                Identifying
      “brand” enhancement opportunities unique to the
  Company.

              


      

      


      Public
Relations

      


      
        	
                 
      

              	
                ·

              	
                Public
      relations and press maintenance (TV, radio, internet,
    etc.);

              


      

      
        	
                 
      

              	
                ·

              	
                Corporate
      “brand” enhancement (i.e. image enhancement, presenting the Company to the
      public in a positive and influential light);
and

              


      

      
        	
                 
      

              	
                ·

              	
                Ongoing
      and consistent public relations consulting
  services.

              


      

      


      Merchandising

      


      
        	
                 
      

              	
                ·

              	
                Provide
      a merchandising program (outside of
retail);

              


      

      
        	
                 
      

              	
                ·

              	
                Developing
      corporate incentive programs to stimulate business and relationship
      capital; and

              


      

      
        	
                 
      

              	
                ·

              	
                Ongoing
      and consistent merchandising consulting
  services.

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      TERMS OF
COMPENSATION

      


      The
Consultant’s compensation hereunder shall be as follows:

      


      1.         ENGAGEMENT
FEE.  Upon execution of this Agreement, an engagement fee of
$7,500 shall be paid to the Consultant.

      


      2.         MONTHLY
ADVISORY FEES.  Beginning April 1, 2009 and continuing until
this Agreement is terminated as set forth in Section 2, a monthly fee of $7,500
shall be paid to the Consultant on the first day of each month.

      


      3.         SUCCESS
FESS.  As further compensation for the Consulting Services, and
subject to the terms and conditions of this Agreement, Consultant shall receive
a 10% “Success Fee” for all revenue received by the Company attributable to the
efforts and/or introductions and other performance of
Consultant.  Notwithstanding the foregoing, to the extent Consultant
is required to have a securities broker-dealer license in order to lawfully be
paid any such Success Fee, the fee shall not be payable to
Consultant.

      


      4.         ISSUANCE
OF COMMON STOCK.  As further compensation for the Consulting
Services, and subject to the terms and conditions of this Agreement, Company
will issue to Consultant a total of 1,000,000 shares of the Company’s common
stock (the “Shares”).  The Shares will vest on a monthly basis in 12
equal amounts as Consulting Services are rendered and continuing until this
Agreement is terminated as set forth in paragraph 2 hereinabove.

      


      5.         EXPENSES.  Consultant
shall be reimbursed for all out-of-pocket expenses upon submission of receipts
or accounting to the Company, including, but not limited to, all travel
expenses, research material and charges, computer charges, long-distance
telephone charges, facsimile costs, copy charges, messenger services, mail
expenses and such other Company related charges as may occur exclusively in
relation to the Company’s business as substantiated by
documentation.  Any expenditure above $500 will require oral or
written pre-approval of the Company.