Exhibit 10.32
Translated From Japanese
Call Center Business Service Agency Agreement
IA Partners KK (hereinafter referred to as A) and Customer Relation
Telemarketing KK (hereinafter referred to as B) shall enter into service agency
agreement regarding call center business (hereinafter referred to as this
Agreement), which is internet communication service with using optical fiber
offered by NTT East and NTT west (hereinafter referred to as NTT West East)
based on "Partnership Basic Agreement" on 2007, May 21st (hereinafter referred
to as Basic Agreement).
Article 1: Purpose
The purpose of this Agreement is to make trusting relationship and develop
business with each other with showing the details of service agency based on
Basic Agreement.
Article 2: Service agreement
1. The detail of service will be provided in attachment.
2. A may change the details of service with a written notice under the
discussion with A beforehand.
3. Whenever any other matters, which are not written in the agreement, need
to be discussed, both parties make decision under the discussion.
Article 3: Service Commission
1. A shall pay B service commission (hereinafter referred to as the special
commission) provided in attachment in consideration for service agreement.
2. A shall make a deposit into the bank account selected by B using the site
provided in attachment. A shall pay bank commission.
3. A may instruct B articles above and details provided in this article by
attachment.
Article 4: Performance
1. B shall carry out assignments when B accept A's service mandate.
2. In the event B commits illegal act or wrongdoing to perform customer
acquisition, B shall return the special commission to A.
3. In case A judges the details of the service by B is not adequate on social
sense, A may cancel or change under the discussion, and B shall follow the
A's decision.
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Article 5: Report
1. B shall report A the progress of service. Also whenever B asked by A, B
shall report it immediately.
Article 6: Exemption Clauses
In case emergency, natural calamity, restrictions under law, a power failure
and any other happening occur, B may terminate, discontinue service or change
the term. However permission by A will be needed before or after the
incident.
Article 7: Confidentiality
Both parties (including present and past representative directors, directors,
auditors, employees, part time workers) shall never disclose, during term or
not of this Agreement, confidential information or any personal information
for each party or customers related to this agreement to any third party.
Article 8: Cancellation Agreement
Each party may terminate Agreement without any notice or procedure, if
incidents below occur.
1. When each party inflicts damage trust or reputation or tries not to listen
to demand by the other party when there is possibility of damage.
2. When each party assigns or provides a third party all or any part of the
service, except being separated a business into a subsidiary,
restructured.
3. When each party is seized assets and put up for auction or tax closure.
4. When each party files a petition in bankruptcy, a court-mandated bailout,
or winding up petition.
5. When Basic Agreement is terminated.
6. Whenever wither party commits wrongdoing.
Article 9: Set-off
In the event incidents on Article 8 occur, each party has the right to
set-off against due to or from account regardless of maturity.
Article 10:
B is liable for the illegal trouble caused due to B's fault under this
service. In the event B inflicts damages to customers or any third party, or
any ambiguities arise, or if it is possible, B shall report it A immediately
and try to solve the trouble by themselves.
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Article 11: Term
1. The term of this Agreement will be provided in attachment. Unless each
party decides to terminate Agreement with 3 months written notice,
Agreement will be continued another year.
2. A can terminate Agreement anytime with 3 months written notice even during
the term.
Article 12: Addition
In the event any ambiguities arise in connection with the interpretation of
any of the articles of the Agreement, or with any other provisions not
stipulated in this Agreement, each party shall discuss and solve them in good
faith. In case both parties agree with new articles, another written document
shall be made.
Article 13: Damages
In the event each party bleaches the Agreement and inflicts the other party
or a third party damages, each party is liable for damages.
Article 14: Jurisdiction
Tokyo summary courts or Tokyo districts courts are to have exclusive
jurisdiction to settle any disputes which may arise out of this Agreement.
Each party shall affix a seal and sign to 2 copies of the Agreement and holds
one each.
2007/5/21
A: IA Partners KK
Nishishinjuku Showa ▇▇▇▇ ▇▇▇, ▇-▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
Representative Director: /s/ ▇▇▇▇▇▇ ▇▇▇▇
B: Customer Relation Telemarketing KK
▇-▇-▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇-▇▇▇▇, Osaka-fu
Representative Director: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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