(n)     The CLIENT will:

(a)     Undertake and perform their respective obligations herein contained promptly and with due care and diligence;

(b)     Co-operate and provide assistance to each other in the form of relevant expertise, experience and knowledge to ensure the efficient and effective performance by each Party of its undertakings herein contained;

(c)     Exchange information relevant to the objectives and purposes of this Agreement and such exchange shall be confidential and secure;

(d)     Provide assistance to each other where possible to overcome any actual or anticipated difficulties, procedural or otherwise pursuant to the aforementioned objectives;

(e)     Collect and make available detailed information requested by either Party pertaining to transaction sales and services;

(f)     The Parties shall work together as well as independently in their respective areas of expertise in relation to any or all of the plans relating to this Agreement. The Parties shall keep each other promptly informed of any change of events, including but not limited to modification to the proposed subject matter or relating to the intended performance of their work;

(g)     During the Term, neither Party shall hire, recruit, solicit or otherwise employ any employee of the other without the consent of the other Party;

(h)    The Parties agree that all costs in connection with the preparation of any proposal relating to this Agreement shall be borne by the Party incurring such cost. Neither Party shall be liable to the other Party for cost incurred outside their respective scope of obligations as set out in this Agreement;

(i)    The Parties agree that the costs and expenses to include SMS, MMS, IP Packet and other message or mobile transmission costs exclusively for transactions covering Buy Airtime Load and Bills Payment shall be borne equally by both Parties;

(j)     The Parties agree that the costs and expenses for additional training expenses, to include basic training conducted outside of Metro Manila shall be agreed upon by both Parties and shall be paid for by the CLIENT to the SERVICE PROVIDER;

(k)     The Parties agree that each Party shall be responsible to secure and cover the expenses of its own appropriate business, government and/or regulatory licenses, permits, and approvals that are necessary or considered appropriate and advisable for the effective performance of each Party's obligations under this Agreement in the Territory;

(l)     The Parties reserve the right to add to, amend, alter, change or repeal any of its purposes and powers so as to conform to legal, business, marketing and other requirements or conditions now or hereafter in effect, provided that any such action shall constitute a "Major Change" and as such, will require the approval by both Parties;

(m)     The Parties agree that, save as otherwise agreed in Clause 11 (l), before issuing any press release or publicity of any kind or responding to inquiries from any third party in connection with this Agreement or the use of the name of a Party hereto, the Party seeking to issue such press release and/or respond to such inquiries or use such name shall consult with and obtain the written approval of the other Party in writing unless such release is required by any government agency, court, or stock exchange in which case only notice is required; and

(n)     Strictly and constantly implement the required security protocols and measures against hacking, spamming, worms, malware, Trojans, denial of service attacks, identity theft, unauthorized intrusions and other security-related risks. The security protocols and measures shall be mutually agreed upon and revised from time to time by the Parties, as needed.

(a)     The Telupay Mobile Banking Service and the copyright and other Intellectual Property Rights of whatever nature in the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution are and shall remain assets of the SERVICE PROVIDER and the SERVICE PROVIDER reserves the right to provide or authorise the use of the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution by third parties.

(b)   The CLIENT shall notify the SERVICE PROVIDER immediately if the CLIENT becomes aware of any unauthorised use of the whole or any part of the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution by any unauthorized persons.

(c)     Subject to pertinent governmental rules and procedures, the CLIENT will permit the SERVICE PROVIDER to check the Use of the Telupay Mobile Banking Service by the CLIENT at all reasonable times and for that purpose the SERVICE PROVIDER and its authorized representative(s) shall be entitled to enter any of the CLIENT's premises where the CLIENT's servers or data centers housing all or part of the Telupay Mobile Banking Service are located (and so that the CLIENT hereby irrevocably grants a authorization to the SERVICE PROVIDER, and its authorized employees and agents to enter any such premises for such purpose).

(d)     The CLIENT accepts and acknowledges that the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution has significant value to the SERVICE PROVIDER, and that should the CLIENT wish to use or set up a competitive business that this would cause the SERVICE PROVIDER considerable loss, accordingly the CLIENT agrees and undertakes to the SERVICE PROVIDER that it shall not, directly or indirectly, alone or jointly with any other person, and whether as a shareholder, partner, director, principal, consultant or agent:

(e)     Each of the Parties agrees that all and any of their rights under this Agreement may be specifically enforced by preliminary and permanent injunction, it being acknowledged that a breach of any of those rights might cause injury in respect of which damages would not provide an adequate remedy.

(a)     Where no exclusion of warranty against infringement of the Intellectual Property Rights of third parties is allowed, under applicable laws and without prejudice to the SERVICE PROVIDER's right under applicable paragraphs in this Agreement, to further limit its liability in this regard (if so allowed by applicable laws), the entire liability of the SERVICE PROVIDER to the CLIENT in respect of such infringement shall be limited to the replacement or change of all or any part of the Telupay Mobile Banking Services and/or the Telupay Mobile Banking Solution and in order to avoid or rectify such infringement. In such event, the SERVICE PROVIDER undertakes to keep the CLIENT free and harmless from any and all losses, damages, liabilities and claims arising from or in connection with such infringement.

(b)     In any claim that the normal use or possession of the Telupay Mobile Banking Services and/or the Telupay Mobile Banking Solution infringes the Intellectual Property Rights of a third party, the CLIENT shall not oppose, interfere or prejudice the SERVICE PROVIDER's defence of such claim and the CLIENT shall provide the SERVICE PROVIDER with all reasonable assistance with such claim. The SERVICE PROVIDER shall have no obligation whatsoever where the claim arises from the use of the Telupay Mobile Banking Services and/or the Telupay Mobile Banking Solution in combination with the Equipment and Standard Server upgrade not supplied or approved by the SERVICE PROVIDER save where the SERVICE PROVIDER was proven guilty of fault or negligence in the premises.

(a)     The CLIENT may not make any copies of the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution. The Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution are accredited to the SERVICE PROVIDER and the CLIENT shall ensure that the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution in the possession of the CLIENT shall always bear the SERVICE PROVIDER's proprietary notice.

(b)     The CLIENT hereby undertakes to the SERVICE PROVIDER not to alter or modify the whole or any part of the Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution in any way whatsoever, nor permit the whole or any part of the Telupay Mobile Banking Service to be combined with or become incorporated in any other programs, nor decompile, disassemble or reverse engineer the same, nor attempt to do any of such things.

(a)     The CLIENT shall during the continuance of the Telupay Mobile Banking Service, effect and maintain the highest international security standards for commercial operations that conduct similar business operations to that of the CLIENT to safeguard The Telupay Mobile Banking Service and/or Telupay Mobile Banking Solution from access or use by any unauthorised person by:

(b)     With respect to the access to the Telupay Mobile Banking Service, the CLIENT shall be equally responsible for any breach of this Clause committed by any of its affiliates, partners, sub-contractors, consultants, agents, employees, customers, and representatives, provided there is proven fault or gross negligence of the CLIENT which directly resulted in the breach.

(a)     Termination for by reason of default or breach. A Party is considered to be in default when the Party has failed, refused or ignored to comply with the obligations in this Agreement. A Party is not considered to be in default or breach of this Agreement when the other Party has not performed its reciprocal obligation that has accrued or already due under this Agreement. A Party who is not in default may terminate this Agreement by sending a written demand to the other Party, who is in default to cure the default or breach (if possible to cure) and such breach remains uncured for thirty (30) calendar days following the date of said written demand. Also, where the Party required to cure the breach does not send to the other Party a written notice showing intent to cure the breach within seven (7) calendar days following the date of the notice mentioned in the preceding sentence, the Agreement may be terminated immediately by sending another notice after the lapse of the said seven (7) calendar days. Moreover, if the breach is by its nature impossible to cure, this Agreement is terminated upon receipt of the notice without need of further judicial intervention and without prejudice to any other legal remedies available to the Party who is not in default;

(b)     Termination in the Event of Bankruptcy. In the event that either Party is facing bankruptcy, insolvency or winding up proceedings or entering into compulsory or voluntary liquidation or is convening a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on its business or is unable to pay its debts, this Agreement may be cancelled by either Party by giving the other Party the proper written notice clearly stating the reasons for the termination.

(c)     Voluntary Pre-Termination. Either Party may also pre-terminate this Agreement at any time, for any reason, by serving prior written notice to the other Party sixty (60) days before the intended date for the Agreement to end.

(d)     Effect of Termination. Upon any termination of this Agreement:

(a)     The SERVICE PROVIDER warrants that the Telupay Mobile Banking Service shall conform to the facilities and functions set out in the Service Level Agreement when used on the Equipment and that the Telupay Mobile Banking Service will provide adequate instruction to enable the CLIENT to make proper use of such facilities and functions.

(b)     If the SERVICE PROVIDER receives written notice from the CLIENT after the Acceptance Date of any breach of the warranty in Clause 31(a), then the SERVICE PROVIDER shall at its own expense and within a reasonable time after receiving such notice remedy the defect or error in question provided that the SERVICE PROVIDER shall have no liability or obligations under the said warranty unless it shall have received written notice of the defect or error in question no later than the expiry of one (1) calendar month after the Acceptance Date.

(c)     The limited warranty provided in Clause 33 (a) extends only to the CLIENT as the original client. This warranty does not apply if the Telupay Mobile Banking Service:

(d)     Neither would the warranty in Clause 32 (a) cover failures or errors arising from or caused in whole or in part by CLIENT or third-party supplied hardware, software, and/or services or when the CLIENT fails to comply with its obligations in this Agreement or when the Equipment fails to meet the requirements set out in the Service Level Agreement or when the individual items comprising the Equipment, while meeting the Service Level Agreement Specifications, are no longer under original warranty from their respective manufacturers or authorized distributors. Other than the Standard Server provided by the SERVICE PROVIDER, any and all Standard Server upgrade, other computer hardware and equipment, telecommunications and/or network connections, security firewalls, commercial third party software, and etc. shall for all intents and purposes be deemed CLIENT supplied.

(e)     The CLIENT acknowledges that it is the responsibility of the CLIENT to ensure that Standard Server set-up, to include the facilities and functions described in the Service Level Agreement meet its requirements. The SERVICE PROVIDER shall not be liable for any failure of the Telupay Mobile Banking Service to provide any facility or function not specified in the Service Level Agreement.

(f)     Save as expressly set out in Clause 32 (a), the Telupay Mobile Banking Service is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied, statutory or otherwise. The SERVICE PROVIDER does not make any representation or warranty about the accuracy, character, quality, timeliness, promptness or the performance of the Telupay Mobile Banking Service, or any products or services obtained through any of the same, including but not limited to the warranties, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus or malware. All terms that may be excluded, are excluded to the fullest extent permitted under all applicable law.

(g)   To the extent permitted by applicable law, any condition or warranty that would otherwise be implied into this Agreement is hereby excluded. Where applicable law implies any condition or warranty, and that applicable law prohibits the SERVICE PROVIDER from excluding or modifying the application of, or the SERVICE PROVIDER's liability under, any such condition or warranty, that condition or warranty will be deemed included, but the SERVICE PROVIDER's liability in relation to the Telupay Mobile Banking Service will be limited, for a breach of that condition or warranty, to either supplying the services again or payment of the cost of having the services supplied again.

(h)     Save for proven fault or negligence on the part of the SERVICE PROVIDER, the CLIENT hereby accepts sole responsibility for any damage to its computer equipment and any loss of data resulting from accessing and/or the downloading of or use of any of the Telupay Mobile Banking Service.

(i)    The disclaimers set out in this Agreement, do not attempt or purport to exclude liability arising under applicable law if, and to the extent, such liability cannot be lawfully excluded.

(a)   The SERVICE PROVIDER shall not be liable for the maintenance, accuracy or good running of any version of the Telupay Mobile Banking Service other than the version set out in this Agreement and the Service Level Agreement.

(b)     Save for the fault or megligence on the part of the SERVICE PROVIDER, the SERVICE PROVIDER with no access to the Telupay Mobile Banking Service, shall not be liable for any loss or damage, which the CLIENT may directly or indirectly suffer in connection with use of the Telupay Mobile Banking Service to include changes, updates, patches or enhancements to the same, maintenance and support services (if any), and any other items, deliverables, or information supplied by or in behalf of the SERVICE PROVIDER, and neither does the SERVICE PROVIDER accept any responsibility for any such loss arising out of and/or use of or reliance on any material or information contained on or accessed through the Telupay Mobile Banking Service.

(c)     The SERVICE PROVIDER shall not be liable to any Party for any indirect or consequential losses resulting from its performance under this Agreement, or for any loss of use, loss of revenue or loss of profit, except for its acts or omissions that is evident with malice or gross negligence.

(d)     Notwithstanding anything to the contrary contained in this Agreement, the total aggregate liability of the SERVICE PROVIDER under this Agreement, in respect of any claims by the CLIENT during any year, shall not, in any event, exceed the aggregate of the service fees paid or payable to the SERVICE PROVIDER hereunder with respect to services rendered during such year.

(a)   Independent Contractors. Other than those specified in this Agreement, the relationship established between the Parties by this Agreement is that of independent contractors. Nothing herein shall be construed as establishing an employer-employee relationship between the SERVICE PROVIDER and the CLIENT for whatever purpose and nothing contained in this Agreement shall be construed to make the CLIENT an agent of the SERVICE PROVIDER or SERVICE PROVIDER an agent of the CLIENT for any purpose and neither Party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf of or binding upon the other Party.

(b)     Force Majeure. The Parties shall not be liable for the non-performance of any of the obligations under this Agreement when such inability is due to an event of force majeure which: