Exhibit 10.2
Services Agreement
Agreement made this day of April 10, 2008
(“Agreement”) by and among Shift Resources Philippines,
Inc., a corporation organized under the laws of the Philippines,
with its principal office located at 43 Libertad Street,
Mandaluyong City, Philippines (“Shift”), Paper.com,
LLC, a limited liability company organized under the laws of the
State of Connecticut, with its principal office located at 199 Elm
Street, New Canaan, CT 06840 (“Paper”), and IA Global,
Inc., a Delaware corporation with its principal office located at
101 California Street, Suite 2450, San Francisco, CA 94111
(“IA Global”).
WHEREAS, Shift currently provides services to Paper
including maintenance of Paper’s paper.com website including
the data on such website, customer service including processing
orders and assisting current and potential end users with questions
concerning the website, products on the website, ordering and
payment procedures, clerical, accounting and maintenance of
Quickbooks accounts, certain marketing initiatives such as Amazon,
eBay, email blasts, monitoring and assisting with SEM, and
communicating and supporting Paper’s affiliates (collectively
“Services”); and
WHEREAS, the ownership and control of Shift has
simultaneous with the execution of this Agreement been transferred
from Messrs. John A. Engel, III and P. Scott Vallely
(collectively the “Control Persons”) to IA Global, as
provided in that Share Exchange Agreement between the Control
Persons and IA Global; and
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WHERAS, Paper is currently controlled by the Control
Persons; and
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WHEREAS, Paper desires to continue to have Shift
provide the Services to Paper, and Shift and IA Global are willing
to continue to provide Services to Paper, notwithstanding the
change of control of Shift, all in accordance with the terms of
this Agreement; and
WHEREAS, Paper is currently controlled by the
Control Persons by virtue of such Control Persons owning more than
fifty percent (50%) of the membership interests of Paper, but at
some future date the Control Persons may cease to be in control of
Paper;
NOW THEREFORE, for valuable consideration, Shift,
Paper and IA Global agree as follows:
1. Shift shall continue to provide the same scope of
Services to Paper and it has been providing prior to the Share
Exchange Agreement, commencing with the date of the execution of
this Agreement, and continuing until this Agreement is terminated
as provided below such date as
2. The Services provided by Shift shall be at least
at the level of services provided by Shift to Paper prior to the
change of control of Shift from the Control Persons to IA
Global.
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3. The price charged by Shift to Paper shall equal
to the cost of those Services to Shift plus (a) during the first
year following the execution of this Agreement an amount equal to
three percent (
