Advertising Service Agreement

Exhibit 10.1

BUSINESS PROCESSING and MARKETING SERVICES AGREEMENT

THIS AGREEMENT made as of the 9 ^th January 2009 ("Effective Date")

BETWEEN:

IA Global, Inc.

A company incorporated under the laws of the State of Delaware <>

And having its registered office at

101 California St, Suite 2450,

San Francisco, California 94111, USA

and having a subsidiary called Global Hotline Philippines

(hereinafter referred to as the "Business Processing and Marketing Partner ") ;

- and -

HTMT Global Solutions Limited

A company incorporated under the laws of India <>

and having its registered / principal office at

In-center, 49/50, MIDC, 12 ^th Road , Andheri(East),

Mumbai 400 093, India ; and having a Registered Branch

in Philippines at HTMT Cyberpark

86 E Rodriguez Ave. Brgy Ugong Norte

Quezon City 1110 Philippines

(hereinafter referred to as the "Principal ")

WITNESSETH THAT:

WHEREAS the Principal is carries on the business of operating and managing call centers/back office processing centers; at different geographical locations including managing such operations from a registered branch in Philippines;

AND WHEREAS the Business Processing and Marketing Partner is also a Business Process Outsourcing Services company & it carries on the business of managing call centers/back office processing centers.

AND WHEREAS the Business Processing and Marketing Partner has agreed to utilize the services of the Principal in various countries and territories more particularly in Philippines, excluding Japan, market on a best efforts basis;

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

ARTICLE I - DEFINITIONS AND INTERPRETATION

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ARTICLE II – JOINT BUSINESS PROCESSING and MARKETING

2.1       The Business Processing and Marketing Partner agrees that the those cases wherein it does not have either appropriate capacity, accreditation, or technical infrastructure to fulfill the requirements or specifications of its own clients or prospective clients that it shall, after diligent consultation with the Principal, outsource its excess inbound and outbound call center campaigns and back office processing campaigns to the Principal. The Business Processing and Marketing Partner and the Principal shall jointly work together to negotiate of the terms and conditions of any agreements with the Clients for the provision of Services.

2.2       The Business Processing and Marketing Partner agrees to market (either directly or through Representatives) the Services of the Principal to Clients on a best efforts basis. The Business Processing and Marketing Partner shall extend complete co-operation to the Principal, including assisting in negotiation of the terms and conditions of any agreements with the Clients for the provision of Services.

2.3       Principal agrees that the Business Processing and Marketing Partner is the owner and manager of all introduced Client relationships and that all billing to introduced Clients will be made by the Business Processing and Marketing Partner. The Principal shall be entitled to communicate directly with the Clients for operational matters or otherwise in discharging its duties and obligations under this contract.

2.4       Business Processing and Marketing Partner agrees to refer financially sound and reputable potential customers to Principal for ITES services. Business Processing and Marketing Partner covenants and agrees that it will not, without Principal’s prior written approval: (i) make any commitments on behalf of, or take any action that may obligate, Principal; (ii) make any representations concerning Principal, other than as to information supplied to it by Principal or found to be a publicly verifiable fact; (iii) knowingly or negligently make any untrue statement of a material fact concerning Principal; or (iv) provide any written materials relating to Principal to any third party other than as specifically authorized by the other party.

2.5       Principal will provide Business Processing and Marketing Partner with marketing material, including any business and financial information required to make introductions to potential customers, all of which shall be subject to the Confidentiality section of this Agreement.

2.6       The Principal hereby covenants and agrees not to solicit the business of a Client, nor to engage any Representative or other third party to solicit the business of a Client who has already been contacted by the Business Processing and Marketing Partner. For purposes of clarification, the Principal shall be prohibited from dealing with the group/department/division/unit within the company or the branch, department or subsidiary of Client with whom the Business Processing and Marketing Partner has made contact. The Business Processing and Marketing Partner agrees to advise the Principal in writing of the contacts it has initiated, within a reasonable time of having made the contact. Following such notification, and within a reasonable time period thereafter, Principal shall

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advise Business Processing and Marketing Partner if Principal or its Representatives have an existing relationship with such Client and supply proof of such preexisting relationship. If there is a preexisting relationship between Principal and Client, Principal shall have the right, in its sole discretion, to pursue that relationship independent of this Agreement and no fees hereunder shall apply. Alternatively, Principal may retain Business Processing and Marketing Partner under this Agreement to strengthen the existing relationship, in which case, such fees as may be mutually discussed and agreed upon shall be payable. In the event that a contact to a Client has been made concurrently by the Principal and the Business Processing and Marketing Partner, the Parties shall mutually discuss such cases and make best efforts to amicably resolve any differences, without resort to litigation in mutual interest. The Principal shall have a Right of First Refusal to accept or decline a prospect client referred to by the Business Processing and Marketing Partner. The Prinicipal shall exercise this right within a reasonable period of time during which the Business Processing and Marketing Partner will not refer the clients to any other third party.

2.7        Nothing herein shall require that the Business Processing and Marketing Partner provide its marketing services exclusively to the Principal and the Business Processing and Marketing Partner is free to provide its marketing services to others providing services similar to or competitive with the Principal. It is further agreed that in only the event that the Business Processing and Marketing Partner makes a proposal to the Client for the services of the Principal, which the Client declines, in writing with reasoned terms of not accepting the proposal and a copy thereof is made available to the Principal, then the Business Processing and Marketing Partner is not stopped from then marketing the services of any other service partner to that same Client, whether or not the latter is a competitor of the Principal.

2.8       Business Processing and Marketing Partner must submit a referral approval form ("Referral Approval Form"), attached and incorporated herein by reference as Exhibit A, for each potential customer it refers to Principal (a "Referral"). The Referral Approval Form shall specify, among other things, the division, unit or affiliate of the Referral with whom negotiations will be held and the specific services that will be offered to the Referral ("Specified Services"). Principal shall have the sole right to accept or reject a Referral without penalty. A rejected Referral shall not be subject to this Agreement.

2.9        Where Principal accepts a Referral, Business Processing and Marketing Partner shall make the introduction and, at its sole discretion, work with the Principal to initiate discussions with that referred entity. If the discussions result in a contract for the Specified Services, the payment terms for such will be determined on a case by case basis and those payment terms shall be annexed to this agreement.

2.10      If a Referral is accepted, but the discussions do not result in a contract for the Specified Services or in the event that there are no discussions or any progress whatsoever on the said Referral, any further discussions initiated or contract signed with the Referral after a period of 6 months post the date the acceptance of the Referral by the Principal shall not be subject to this Agreement.

2.12       The terms of non-circumvention shall not apply where, after acceptance of a Referral, Principal: (i) seeks business with a division, unit, or affiliated company of the Referral not specified on the Referral Approval Form; (ii) seeks to perform services for the Referral other than the Specified Services delineated on the Referral Approval Form; (iii) purchases a majority stake in the Referral; or (iv) purchases a majority stake in a company negotiating or doing business with the Referral for the Specified Services.

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ARTICLE III - CONSIDERATION & PAYMENT TERMS

3.1       In the event that the Business Processing and Marketing Partner, or its Representative, executes a contract with the Client, the Business Processing and Marketing Partner shall pay to the Principal a fee to be negotiated on a case by case basis from the gross receipts for the term of the contract and any extensions, amendments, modifications or supplements thereto thereof. The Parties shall ensure that they shall document and annex to this Agreement, any additional Client/s or additional business/es from an existing Client hereunder. The parties shall enter into specific documents namely "Statement of Work" or by any other name called, detailing the deliverables and scope of work of the Principal, payment of fees, reimbursement of pass through expenses and all other salient terms and conditions governing the rights and obligations of the parties for each specific contract awarded by the client of the Business Processing and Marketing Partner.

3.2       Gross receipts shall include the fees actually received by the Business Processing and Marketing Partner from the Client for the provision of Services, Gross receipts shall exclude fees that were invoiced but unpaid by Client for any reason (for purposes of clarity, Gross receipts shall be net of all discounts of any kind whatsoever and net of any commissions paid by the Business Processing and Marketing Partner to its agents or marketing affiliates) but inclusive of pass-through expenses, comprised of non-service related costs reimbursed to the Business Processing and Marketing Partner.

3.3       The Principal shall raise the Invoices under each specific Statement of Work to the Business Processing and Marketing Partner on or before the tenth (10 ^th ) day of the following month for services rendered under this agreement for the previous month .

3.4       The Business Processing and Marketing Partner shall pay the Principal’s invoice within seven (7) days from which the Business Processing and Marketing Partner receives full payment as against the relevant invoice from the Client and in no event later than thirty five (35) days from the date of raising the invoice by the Principal for fees receivable; whichever is earlier. The Principal shall claim a penal interest of 2% per month in the event the Business Processing and Marketing Partner makes a delay in payment of the fess to the Principal, as otherwise stated above.

3.5       The Parties agree that they shall each bear their own out-of-pocket expenses incurred by themselves in executing a contract with a Client. No amounts shall be due to either Party in the event that a definitive agreement is not executed between Business Processing and Marketing Partner and a potential Client or in an event where post the expiry of this Agreement either a fresh contract is signed with Client for new services or an existing contract with a Client is renewed.

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ARTICLE IV - REPRESENTATIONS AND WARRANTIES

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