1.1       In this Agreement, including the Recitals, Annexes A, B and C:

1.2       In this Agreement, including the Recitals:

2.1       Upon the terms and conditions set out in this Agreement, the Service Provider hereby agrees to:

2.3       Only the Client's customers resident in the Territory may utilise the TelUPay Services made available by the TelUPay System. Client's customers travelling outside of the Territory may opt to use the TelUPay Services subject to the availability of the network connectivity and subject to the mobile network operator applicable roaming charges to be paid by the Client's customers.

3.1       The Service Fee and any charges due and settlement terms are set out in Section (A) and (B) of Annex A. The parties shall, on a best commercial efforts basis, adopt a fee structure that will maximize return for both parties.

3.2       The Service Fee and any additional charges for all Service Transactions, except for the Buy Airtime Load gross fees, payable by either party under this Agreement shall be invoiced every end of the month and paid within ten (10) calendar days after the receipt of the invoice for such fees and/or charges. The Buy Airtime Load gross fees for daily transactions shall be settled on a real-time basis.

3.3       The Service Fee and any additional charges payable to the Service Provider by the Client under this Agreement are inclusive of local Value Added Taxes (VAT), percentage taxes or withholdings (as applicable) which shall be paid by the Service Provider at the rate and in the same manner for the time being prescribed by applicable law.

3.4       The Service Provider shall open a deposit account with the Client for the settlement of its services fees and other charges paid by the Client.

3.5       All costs and expenses paid for SMS, MMS, IP Packet and other message or mobile transmission costs as well as utility costs such as power, telecommunications, etc. for all single and airtime load transactions, as enumerated in Section (A) of Annex (A), shall be for the exclusive account of the Client and/or its users, account holders and customers.

3.6       If any sum payable under this Agreement is not paid within ten (10) calendar days after the due date then (without prejudice to the party concerned other rights and remedies) the party concerned reserves the right to charge interest on such sum on a day-to-day basis (as well after as before any judgment) from the due date to the date of payment (both dates inclusive) at the fixed rate of 0.25% per annum or the bank's prevailing savings account interest rate, whichever is lower.. There shall be no requirement for the service of notice by the concerned party to the other party for interest to accrue.

3.7       The parties shall agree on the provision of any additional service not specified in the Service Level Agreement and the corresponding fees or charges thereof. Service Level Agreement.

4.1       On the Delivery Date the Service Provider shall deliver the TelUPay Services to the Client and install the same on the Equipment, including the Standard Server and the Disaster Recovery Server, at the Location.

5.1       Upon the terms and conditions set out in this Agreement, both parties hereby agree to to extend the scope of functional testing to cover the System Integrated Testing ("SIT"), the User Acceptance Testing ("UAT") and the Production Verification Testing ("PVT").

5.2       After installation of the TelUPay Services, the Service Provider shall immediately submit to the Client the test data which the Service Provider finds suitable to conduct the SIT of the TelUPay Services in accordance with the Specification.

5.3       Upon acceptance by both parties of the SIT test data provided by the Service Provider and the test protocols provided by the Client, both parties shall proceed to conduct the SIT to be completed within the schedule agreed upon by both parties in writing. The TelUPay Services shall not be deemed to have incorrectly processed such test protocols by reason of any failure to provide any facility or function not specified in the Specification.

5.4       After the SIT is completed and the SIT results are satisfactory to the Client, the Client shall sign the SIT Acceptance Certificate and submit to the Service Provider within twenty-four hours from acceptance of the SIT results in writing by both parties thru its respective representatives.

5.5       Upon completion of the SIT and following such similar procedure cited for SIT, both parties upon agreeing on the test data and protocols for each succeeding tests, shall proceed with the UAT in a test environment and upon the Client's signing and submission of the UAT Acceptance Certificate to the Service Provider shall proceed with the PVT conducted by employees of the Client using live mobile phone banking accounts within a controlled environment. Both the UAT and the PVT shall also be completed within the schedule agreed upon by both parties in writing.

5.6       After the PVT is completed and the PVT results are satisfactory to the Client, the Client shall sign and submit to the Service Provider the Final TelUPay Services Acceptance Certificate ("TelUPay Services Acceptance Certificate") to the Service Provider within twenty-four hours from acceptance of the PVT results in writing by both parties thru its respective representatives.

5.7       In the event that the Client decides to launch the TelUPay Services into commercial use prior to the completion of the PVT with or without the Client's issuance of the Final TelUPay Services Certificate of Acceptance, the Client is deemed to have issued the Final TelUPay Services Acceptance Certificate.

5.8       For the avoidance of doubt, the term "commercial use" means that any of the following has occurred:

5.9       If the Client delays its performance of its obligations under this clause by reason of its fault or negligence and there is no contributory fault or negligence on the part of the Service Provider, then the Client will pay to the Service Provider all reasonable costs, actual damages and losses attributable to such delay.

6.1       The Service Provider shall advance the cost of and secure the purchase and procurement of the Standard Server according to the System Specification, to consist of the basic or standard servers but not to include any third-party operating systems and the Disaster Recovery Server(s) to be supplied by the Client.

6.2       Unless otherwise agreed upon by the parties in writing, all material and content provided by the Client in the Standard Server to be established and maintained for the TelUPay Services shall be solely and exclusively the Client's property and responsibility. The Service Provider and their personnel shall have no proprietary interest in such material provided by the Client.

6.3       Both parties shall agree in writing on the cost and supplier of the Standard Server and subject to concerned bidding process, if any, before any purchase is made. The cost of the Standard Server will be paid by the Client to the Service Provider within the one and half (1 ½) year period from the 90^th day of commercial operation or launch of the Client's mobile phone banking using the TelUPay Services, with total sum of payment payable in six (6) quarterly payments, with actual payment received by the Service Provider within ten (10) days upon receipt by the Client of the invoice.

6.4       Ownership of the Standard Server shall remain with the Service Provider until fully reimbursed or paid for by the Client, at which time ownership shall be transferred to the Client.

6.5       The Client shall be responsible for the maintenance management of the Standard Server and ensure that the Standard Server is upgraded or replaced on a timely basis in order to meet actual or projected transaction volume and/or system load requirements. The Service Provider shall approve any upgrade or replacement of Standard Server according to System Specification.

6.6       The Client shall pay the cost of and secure the purchase, and procurement of any additional server(s) or hardware necessary for the upgrade or replacement of the Standard Server, ownership and maintenance of the upgrade or replacement shall remain with the Client.

6.7       If the Client delays its performance of its obligations under this clause by reason of its fault or negligence and there is no contributory fault or negligence on the part of the Service Provider, then the Client will pay to the Service Provider all reasonable costs, actual damages and losses incurred from the assignment of manpower to the Client which were unutilized due to such delay.

7.1       Except for the Standard Server and the Disaster Recovery Server, the cost of which shall be advanced by the Service Provider and reimbursed by the CLIENT in accordance with this Agreement, the Client shall source and provide the Equipment at its own expense and sole account and be responsible for ensuring that the Equipment meets the System Specification, that the Equipment is installed and fully operational at the Location on the Delivery Date, and that the Equipment is upgraded on a timely basis in order to meet actual or projected transaction volume and/or system load requirements.

8.1       The Service Provider warrants that the TelUPay Services shall conform to the facilities and functions set out in the Specification when used on the Standard Server and the Equipment and that the Services Documentation and the TelUPay Services will provide adequate instruction to enable the Client to make proper use of such facilities and functions.

8.2       One Hundred Eighty Days (180) calendar days after the issuance or the deemed issuance by the Client of the Final TelUPay Services Certificate of Acceptance or upon the day of commercial launch or commercial use whichever term may be appropriate, whichever is earlier, the warranty under this Clause shall cease and the terms and conditions of the Service Level Agreement shall take effect.

8.3       The entire liability of the Service Provider in respect of a breach falling within the Warranty in Clause 8.2 shall be limited to, at its own expense, remedy the defect or error of the existing functions or modules of the TelUPay Services as of Acceptance Date. The Service Level Agreement shall provide the support for the TelUPay Services, to include severity level definitions and response time as part of standard maintenance and technical support to the Client, as well as a penalty for the Service Provider's failure to comply with its obligations thereunder.

8.4       The warranty provided in Clauses 8.1 and 8.2 extend only to the Client as the original client. This warranty does not apply if the TelUPay Services and/or the TelUPay System:

Neither would the warranty in Clause 8.1 cover failures or errors arising from or caused in whole or in part by Client or third-party supplied hardware, software, telecommunications and/or network connections, security firewalls and/or services or when the Client fails to comply with its obligations under Clause 12.2 or when the upgraded or any replacement of the Standard Server and the Equipment provided by the Client fails to meet the System Specification.

8.5       The Client acknowledges that it is the responsibility of the Client to ensure that the facilities and functions described in the Specification meet its requirements. The Service Provider shall not be liable for any failure of the TelUPay Services to provide any facility or function not in conformance with the Specifications.

8.6       With the exception of fault, negligence or wilful misconduct of the Service Provider or any third party acting on behalf of the Service Provider, the Service Provider shall not accept responsibility for any loss or damage, however caused, which the Client may directly or indirectly suffer in connection with the use of TelUPay System.

8.7       Save as expressly set out in Clause 8.1, the Telupay Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied, statutory or otherwise from future developments and changes in the facilities, release and features updates, which may come up as a result of evolving technologies.

8.8       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 Products and Services 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, provided the breach is not caused by proven gross negligence or wilful misconduct of the Service Provider or any third party acting on behalf of the Service Provider in which case the Service Provider shall be liable for any loss or damage.

8.9       This warranty does not cover the damages to the Client's equipment and any loss of data resulting from accessing and/or downloading or use of any of the Telupay Services, provided that the TelUPay Services conforms with the Specifications and was accepted by the Client.

8.10       The Service Provider represents and warrants that it and its authorized representative have and shall continue to have full capacity and authority to enter into this Agreement and to carry out the transactions contemplated in this Agreement, and has taken and shall continue to take all action (including the obtaining of all necessary corporate approvals and governmental and/or regulatory licenses, permits and approvals) that are necessary or considered appropriate and advisable for the effective performance of its obligations under this Agreement in the Territory.

8.11       The disclaimers set out in this Clause 8, do not attempt or purport to exclude liability arising under applicable law if, and to the extent, such liability cannot be lawfully excluded.

9.1       Subject to the terms and conditions set out in this Agreement, the Service Provider grants the Client a non-transferable authority to avail of and use the TelUPay Services, which TelUPay Services shall, in turn, be subject to periodic revision by the Service Provider to reflect changes accepted by the Client:

9.2       The Client shall Use the TelUPay System only for its own mobile phone banking services. Subject to Clause 25, or unless otherwise agreed in terms of this Agreement, the Client shall not permit, with the exception of the official use of the mobile phone banking services by its clients, any third party to use the TelUPay System nor use the TelUPay System on behalf of or for the benefit of any third party in any way whatsoever.

9.3       The Use of the TelUPay System is restricted to use on and in conjunction with the Standard Server and the Equipment save that:

9.4       The Client shall not without the prior written consent of the Service Provider Use the TelUPay System in any other location other than the Location.

9.5       The Services shall not be deemed to extend to any programs or materials of the Service Provider other than the TelUPay System unless specifically agreed to in writing by the Service Provider.

9.6       The Client hereby acknowledges that it is authorised to Use the TelUPay System only in accordance with the express terms of this Agreement and not further or otherwise.

10.1       The scope of services to be provided by the Service Provider to the Client pursuant to this Agreement shall be limited to the defined scope of delivery of the transaction services as stated in Section (A) of Annex (A) and as set out in the Service Level Agreement attached as Annex (C).

11.1       The TelUPay Services shall commence on the issuance or the deemed issuance of the Final TelUPay Service Acceptance Certificate and shall continue until the expiration of the Initial Period as defined in Annex "A" hereof unless terminated earlier in accordance with any of the provisions of Clause 24 or any other Clause of this Agreement.

11.2       The parties may agree to amend this Agreement at anytime during its effectivity or any renewals or extensions thereof. If a party wishes to amend the terms of this Agreement, the party wishing to make such amendments must notify the other party in writing of such suggested amendments, and the parties shall enter into negotiations in respect of the same for a period of two (2) calendar months ("Negotiation Period"). If the parties:

12.1       During the effectivity of this Agreement, the Service Provider shall provide the Client with the Maintenance Services in accordance with the Service Level Agreement.

12.2       Upon the Client's prior written consent, the representative/s of the Service Provider shall be allowed to enter the pre-identified premises of the Client or location or territory covered by the Client's network using the TelUPay System under reasonable conditions for maintenance, repairs, system health check in order to allow the performance of the TelUPay Services under this Agreement.

12.3       The Client shall provide all the necessary maintenance, warranty, insurance and support services for all servers, hardware and third-party operating systems required for the delivery of the TelUPay Services.

13.1       During the effectivity of this Agreement the Client shall:

14.1       The TelUPay System and the copyright and other Intellectual Property Rights of whatever nature in the TelUPay System are and shall remain the property of the Service Provider and the Service Provider reserves the right to provide or authorise the use of the Services and/or the TelUPay System by third parties.

14.2       The Client shall immediately notify the Service Provider if the Client becomes aware of any unauthorised use of the whole or any part of the TelUPay System by any person.

14.3       Subject to pertinent governmental rules and procedures and prior written notice to Client, the Service Provider shall be permitted to conduct check-up visits to check the Use of the TelUPay System by the Client in accordance with a pre-agreed schedule.

14.4       The Client accepts and acknowledges that the TelUPay System 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

15.1       In the event that the use of the TelUPay System is claimed to infringe on the intellectual property rights of third parties, the Service Provider shall replace or change all or any part of the TelUPay Services and/or the TelUPay System in order to avoid or rectify such infringement.

15.2       In any claim that the normal use or possession of the TelUPay Services and/or the TelUPay System infringes the Intellectual Property Rights of a third party, the Client shall not oppose, interfere or prejudice the Service Provider's defence. The Servicer Provider shall indemnify, defend and hold harmless CLIENT and CLIENT's directors, officers, employees, agents, successors and assigns, from and against all claims, demands, actions, suits, judgments, losses, damages, costs and expenses, including court costs and reasonable attorneys' fees, incurred as a result of any claim or action that the Telupay System infringe the patent, copyright, trademark, trade secret or other intellectual property right or proprietary right of a third party.

16.1       Both parties undertake to treat as confidential and keep secret all information contained or embodied in the TelUPay System and the Specification and all information created, gathered or produced by use and/or maintenance of the same, including any and all information on the business and operations of the Client (collectively the "Information").

16.2       Either of the parties shall not without the prior written consent of the other Party divulge any part of the Information to any person except:

16.3       Both parties undertake to use its reasonable endeavours to ensure that the persons and bodies mentioned in Clause 16.2 are made aware prior to the disclosure of any part of the Information that the same is confidential.

16.4       The Client agrees that the Service Provider will not be held jointly and
severally liable with the Client for any violation of R.A. No. 1405,
the Bank Deposit Secrecy Law, since the Service Provider will not
have any access to account information of the Client's customers;

16.5       Either Party shall promptly notify the other party if either becomes aware of any breach of confidence by any person to whom they divulge all or any part of the Information and shall give the other all reasonable assistance in connection with any proceedings, which they may institute against such person for breach of confidence.

16.6       The Client and the Service Provider will grant the Bangko Sentral ng Pilipinas (BSP) access to the operations of the Service Provider in order to review the same.

16.7       The Client and the Service Provider shall immediately take the necessary corrective measures to satisfy the findings and recommendations of BSP examiners and those of the internal and/or external auditors of the Client and/or the Service Provider.

16.8       The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the TelUPay Services or this Agreement.

17.1       The Client may not make any copies of the TelUPay System. The TelUPay System shall be the property of the Service Provider and the Client shall ensure that the TelUPay System in the possession of the Client shall always bear the Service Provider's proprietary notice.

17.2       The Client hereby undertakes not to alter or modify the whole or any part of the TelUPay System in any way whatsoever, with the exception of the user manual guided by the provision of Clause 2.1(d), nor permit the whole or any part of the TelUPay System 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, except if the Stored Software for the Telupay System is released to the Client under the conditions provided in the Escrow Agreement.

18.1       The Client shall during the duration of the TelUPay Services effect and maintain adequate bank-grade security standards for commercial operations that conduct similar business operations to that of the Client to safeguard the TelUPay System from access or use by any unauthorised person by:

18.2       With respect to the Information, each party shall be equally responsible for any breach of Clause 18.1 by its affiliates, partners, sub-contractors, consultants, agents, employees, customers, representatives, former affiliates, former agents, former employees, former customers, and former representatives.

19.1       The Service Provider, either on its own or through its duly authorized representative/s, shall provide training in the use of the TelUPay Services for the staff of the Client in accordance with the Training Plan as defined in Schedule (C) of the Service Level Agreement.

19.2       Any additional training required by the Client shall be provided by the Service Provider in accordance with the latter parties' standard scale of charges defined in Annex A.

20.1       The Service Provider and the Client shall treat as confidential all information supplied to each other under this Agreement which is designated as confidential by each of them or which is by its nature clearly confidential provided that this Clause shall not extend to any information which was rightfully in the possession of any of them prior to the commencement of the negotiations leading to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause). No party shall divulge any confidential information to any person except to its own employees and then only to those employees who need to know the same. Each party shall ensure that its employees are aware of and comply with the provisions of this Clause. The foregoing obligations shall survive any termination of the Services or this Agreement.

21.1       Each party shall nominate in writing upon the signing of this Agreement the person who will act as its representative (as noted in Section of (I) of Annex A) for the purposes of this Agreement and who will be responsible for providing any information which may be required by any party to perform its obligations under this Agreement.

22.1       The parties shall procure that their respective representatives will meet (either physically or by way of telephone or video conference facilities) at least once a month between the date of this Agreement and the Acceptance Date to discuss and minute the progress of the TelUPay Services.

23.1       The TelUpay Services shall be provided by the employees of the Service Provider named in the Service Level Agreement or such other persons as may be approved by the Client in writing from time to time, such approval will not be unreasonably withheld or delayed.

24.1       The Service Provider may, subject to formal notice to Client, with immediate effect, terminate this Agreement in the event that the Client breaches any of Clauses 3.2, 9.2, 13.1(a) 13.1(e), 14, 16 , 17, 18 or 20. Upon the occurrence of any such event, the TelUPay Services and/or the TelUPay System shall immediately be terminated and the Service Provider, its authorized employees and agents, shall, subject to pertinent governmental rules and regulations, and within 30 calendar days from Client's receipt of the notice of termination of this Agreement, 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 Services and/or TelUPay System are located at reasonable times during a Business Day, to ensure that the Client may no longer have use or possession of the TelUPay System.

24.2       Subject to Clause 24.1:

24.3       For the purposes of Clause 24.2(a), a breach shall be "material" if the breaching party acts in a manner that is prohibited by this Agreement or fails to perform an obligation required under this Agreement, which act or failure results in or would likely result in substantial commercial, reputational, and/or financial loss to the aggrieved party, or constitutes a threat to or violation of the aggrieved party's rights and interest over confidentiality, ownership, integrity or security of the aggrieved party's operations or business or any or all of the TelUPay Services and/or the TelUPay System.

24.4       Except as provided in Clause 24.2 of this Agreement, on termination of this Agreement, and subject to the right of first refusal to purchase granted to the Client:

24.5.       In case of termination of this Agreement within the Initial Period as defined in Clause H of Annex A hereof due to the Service Provider's material breach of its obligations, the Service Provider shall reimburse the Client the amount of One Million Seven Hundred Thousand Pesos (P1,700,000.00), Philippine Currency, representing the total project cost for the acquisition of the TelUPay System.

24.6.        Any termination of the TelUPay Services or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of any party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

25.1       This Agreement is personal to the parties and, subject to Clause 25.2 or as otherwise expressly provided, neither this Agreement nor any rights, authorities or obligations under it, may be assigned or transferred by any party without the prior written approval of the other party, which approval shall not be unreasonably withheld.

25.2       Notwithstanding the foregoing, either the Service Provider or the Client may assign its rights and authorities and transfer its obligations under this Agreement to any acquirer of all or of substantially all of such party's equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with a party to this Agreement. Any attempted assignment or transfer in violation of this Clause 25 will be void and without effect.

25.3       The Service Provider hereby grants the Client the right of first refusal to purchase the TelUPay Services and/or the TelUPay System.

26.1       Notwithstanding anything else contained in this Agreement, no party shall be liable for any delay in performing its obligations under this Agreement if such delay is caused by circumstances beyond its reasonable control (including without limitation any delay caused by any act or omission of the other party) provided however that any delay by a sub-contractor or supplier of the party so delaying shall not relieve that party from liability for delay except where such delay is beyond the reasonable control of the sub-contractor or supplier concerned. Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party's obligations shall be suspended during the period that said circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay. Save where such delay is caused by the negligent act or omission of the other party (in which event the rights, remedies and liabilities of the parties shall be those conferred and imposed by the other terms of this Agreement and by law):

27.1       An offending party shall indemnify the aggrieved party and keep the aggrieved party fully and effectively indemnified on demand against any loss of or damages to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the offending party, its employees, agents or sub contractors.

27.2       The Service Provider shall be responsible for the maintenance, accuracy or good running of the Current Release of the TelUPay Services

27.3       The Service Provider shall not be liable to the Client for any loss arising out of any failure by the Client to keep full and up to date security copies of the computer programs and data it uses.

27.4       The Service Provider shall not be liable to the Client's or its users' failure to provide the Service Provider with timely and accurate data or information, if applicable; and/or the Client's failure to keep user passwords or account details secure and confidential.

28.1       No forbearance, delay or indulgence by any party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy set out in this Agreement, conferred upon or reserved for any party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

29.1       In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by any of the parties from any relevant competent authority then the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Service Provider it may be severed from this Agreement and the remaining provision of this Agreement shall remain in full force and effect.

30.1       This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. No addition to or modification of any provision of this Agreement shall be binding upon either the Service Provider or the Client unless made by a written instrument signed by a duly authorised representative of the said parties.

31.1       The parties agree on a Business Continuity Plan and Disaster Recovery more particularly described in Schedule (F) of the Service Level Agreement. Disaster recovery sites shall be placed in operation in the event that operations at either the Client's or the Service Provider's primary business locations cannot be accessed or restored within seventy-two (72) hours from the occurrence of a force majeure event or any unresolved interruption of the TelUPay Services. Commission of the respective disaster recovery sites shall be jointly undertaken and coordinated by the parties' respective crisis management teams.

31.2       Notwithstanding the provision of Section 25, the Service Provider shall continue to perform its obligations under this Agreement notwithstanding a change in its ownership, assignment or attachment of assets, or the rendering of a judgment of insolvency or the appointment of a receiver, within 3 months following such incident or until such a time as the Client is able to secure the services of another Service Provider or put in place necessary measures to render the services under this Agreement whichever is earlier. Pursuant to this, the Service Provider shall give its full cooperation and support to the Client including transition assistance to assure an orderly and efficient transfer

32.1       Where this Agreement provides for the giving of notice or the making of any other communication, such notice or communication shall not (unless otherwise expressly provided) be effective unless given or made in writing in accordance with the following provisions of this Clause 32.

32.2       Any notice or communication to be given or made under or in connection with this Agreement must be in the English language and may be delivered or sent by post, fax or email to the postal address, fax number or email address set out for each party in the respective signature blocks of this Agreement.

32.3       Any notice or other communication so delivered or sent shall be deemed to have been served at the time when it arrives at the address to which it is delivered or sent except that if that time is between 5.30 p.m. on a Business Day and 9.00 a.m. on the next Business Day it shall be deemed to have been served at 9.00 a.m. on the second of such Business Days.

32.4       Where either party has given notice to the other of any different postal address, fax number or email address to be used for the purposes of this Clause 32, then such different address or number shall be substituted for those set out on the respective signature blocks.

33.1       This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary, employment or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

34.1       Each party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.

35.1       The parties each agree to be fully responsible for their respective tax liabilities, obligations and consequences (including, without limitation, reporting and payment obligations) arising from the transactions set out in Section (A) of Annex (A). No party shall have any liability or obligation to any other party for the proper reporting, calculation, assessment or payment of any taxes, fines or penalties that may be required of or assessed against any other party.

35.2       Where so required by applicable laws, the Client shall deduct the appropriate withholding taxes, if any, due on the fees due to the Service Provider under this Agreement prior to their deposit in the Service Provider's account and shall promptly issue the corresponding certificates of withholding of taxes in favour of the Service Provider. The quoted rates applicable herein are net of value added taxes (VAT) and/or percentage taxes. VAT and/or percentage taxes, if any, are for the sole and exclusive account of the Client payable to the Service Provider together with the payment of the service fees.

36.1       This Agreement shall commence on the Effective Date and shall subsist for a period of five (5) years. Subject to the provisions of Clause 11.2, the parties may amend the terms of this Agreement within the Initial Period (as defined in Annex A hereof) or subsequent renewals or extensions thereof.

36.2       Unless a party serves a written notice of termination or non-renewal upon the other party six (6) months prior to the expiration of the Initial Period or any extension thereof, this Agreement shall be deemed automatically renewed and/or extended on a year-to-year basis.

37.1       This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

38.1       No variation of this Agreement shall be effective unless in writing and signed by or on behalf of the Service Provider and the Client.

39.1       All parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement.

40.1       This Agreement is made only in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English language version shall prevail.

41.1       Subject to Clauses 41.2 and 41.5, no party may make any press release or other public announcement about this Agreement or the transactions contemplated by it, or discloses any of the terms of this Agreement, except with the prior written consent of the Service Provider and the Client, which consent shall not be unreasonably withheld.

41.2       The Client shall allow the marketing logo tag "powered by TelUPay logo - Making Money Mobile" to be included in the Client's mobile banking applet, promotional or marketing ad and other publicity or press materials either in SMS, MMS, online, print, broadcast, or in any other format or activity, in promoting the Client's mobile banking services, and to allow such materials/medium to be featured in the Service Provider's website, promotional and marketing materials

41.3       The Client agrees to be featured in the website of the Service Provider as its client upon Effective Date, and shall provide basic information such as its logo and brief background to the Service Provider.

41.4       Clause 41.1 shall not apply to:

41.5       Pursuant to this Clause 41, both parties shall ensure that any disclosure to any professional adviser, engaged in publicity and promotions, is made aware of the obligations of confidentiality contained in this Agreement.

42.1       The provisions of the Schedule form part of this Agreement as if set out here.

43.1       This Agreement shall be governed by Philippine laws. Any dispute which may arise between the parties concerning this Agreement shall be determined as follows:

a.   The parties, on a best commercial efforts basis, have agreed to the following Service Fee payable by the Client to the Service Provider:

b.   Single Transaction Fee. For every single transaction completed, the Client shall pay a fixed service fee plus applicable taxes to the Service Provider. All SMS, MMS, IP Packet and other message or mobile transmission costs for said transactions shall be for the exclusive account of the Client and/or its users, account holders and customers;

c.   3rd Party Service Fee.

d.   All costs and expenses paid for SMS, MMS, IP Packet and other message or mobile transmission costs as well as utility costs such as power, telecommunications, etc. used by the Client shall be for the exclusive account of the Client and/or its users, account holders and customers.

e.   In case of any increase in the Service Fee or rates charged and collected by the Client from any users, account holders or customers of the Client or any other persons or entities through the Client for the delivery of the TelUPay Services, the parties agree to the same automatic proportional increase in the Service Fee payable to the Service Provider unless otherwise agreed upon by the parties in writing.

a.   The Client and the Service Provider shall agree in writing on the settlement procedure. Any and all percentage taxes, value added taxes, etc. (which excludes any Income Tax payable by the Service Provider under applicable laws) due on the Service Fee and any SMS mobile transmission cost shall be for the exclusive account of the Client.

b.   For all Buy Airtime Load transactions, the Client shall provide real-time settlement of the Gross Airtime Load fee to be credited in the Service Provider's UCPB bank account for payment of said transaction.

c.   For the settlement of the Client's share of the gross agent fee in relation to the Buy Airtime Load, the Service Provider agrees to a monthly settlement of said fees on every 10th banking day after the end of the invoiced calendar month.

d.   For all Service Fees of completed single transactions and other charges, other than the Buy Airtime Load fees, the Client agrees to a monthly settlement of said fees due to the Service Provider on every 10th banking day after the end of the invoiced calendar month.

e.   The Service Provider shall provide automated transaction summary system accounting every transaction successful completed which can be reconciled on a daily basis, or any other period agreed upon by both parties.

a   [Insert Date]

a.   Standard Server: 7907 Makati Avenue, Makati City

b.   Disaster Recovery Server: UCPB Aurora Branch, Aurora Blvd.,Quezon City

a.   The Republic of the Philippines

a.   [001003.001.788] Current Version

a.   This Agreement shall commence on the Effective Date and shall subsist for a period of five (5) years. Unless a party serves a written notice of termination or non-renewal upon the other party prior to the expiration of the Initial Period or any extension thereof, this Agreement shall be deemed automatically renewed and/or extended on a year-to-year basis.

a.   For Service Provider:

b.   For Client