INNOVE COMMUNICATIONS, INC. (INNOVE), a wholly-owned subsidiary of Globe Telecom, Inc., agrees to perform one or more of a series of Managed Services, i.e. end-to-end managed technology services/projects, for the Client. Each of such services/projects will be separately agreed to and defined in a Statement of Work, a copy of which is attached to this Agreement as Annex “B”. Each Statement of Work shall be incorporated herein by reference and will be binding on the Parties when signed/attested to by a duly authorized representative of each Party. The services/projects set forth in such Statement of Work executed by the Parties from time to time shall be referred to hereinafter as the “Services.”

INNOVE shall devote best industry efforts to meet any schedule or period set forth in a Statement of Work and to perform diligently the Services to completion considering that time is of the essence. INNOVE may perform similar or other services for third parties during the term of this Agreement, unless otherwise specified by the Client and/or unless such performance will adversely affect INNOVE’s ability to render the Services.

• Rates
  The Client shall pay INNOVE compensation or One-Time Mobilization Charge and Monthly fee for the Services as provided in the applicable Statement of Work, attached hereto as Annex “A”, and in accordance with the Fee and Payment SOW under Annex “C”.
  For the duration of this Agreement, the applicable rates shall be fixed and not subject to escalation for any reason whatsoever unless specified otherwise.
• Payment
  The Client shall pay INNOVE compensation for the Services in accordance with the payment SOW set forth in Annex ‘C”.
  In case of any dispute of any amount in the billing statement, the Client, at its option, may withhold payment on the disputed amount in the billing statement until the dispute has been resolved, which shall in no case be more than seven (7) days from notice of dispute. Any dispute notwithstanding, the Client shall promptly pay that part of the bill, which is not disputed.

• Assistance of Consultants/Employees
  INNOVE shall have the sole exclusive right to control and direct the manner and method of performing the Services. The Client shall be responsible to provide to INNOVE’s employees/consultants such information, guidance and assistance as is necessary for the successful and timely completion of the Service. While on the Client’s premises, INNOVE’s employees/consultants shall abide by the applicable rules and regulations of the Client.
• Location of Services and Support
  Unless otherwise agreed by Parties, all Services to be performed by INNOVE’s employees/consultants/ third-party Vendors shall be performed at INNOVE’s premises. Should Services need to be performed at the Client’s premises, the Client shall provide workspace, computer machine time, hardware, licensed software, network access, materials, support personnel, supplies, access permits and other necessary services and support reasonably necessary to perform the Services.

• Deliverables for Which INNOVE Has Sole Responsibility
  INNOVE shall submit to the Client any deliverable and/or materials for which INNOVE has sole responsibility for delivery at the end of each project or as otherwise set forth under Annex B - Statement of Work. The Client shall notify INNOVE in writing of any defect or irregularity in the deliverables or materials within fifteen (15) days from receipt thereof or from discovery of the defect or irregularity if such is of a nature that it is not discoverable within the said period. Such notice shall specify in reasonable detail the reasons such deliverables or materials have been deemed unacceptable. INNOVE will make revisions to such deliverables or materials within ten (10) days after receipt of written notice from the Client.
• Deliverables for Which the Parties Have Joint Responsibility
  In the case of deliverables or materials for which INNOVE has helped to prepare, but it does not have sole responsibility to deliver, INNOVE will assist the Client in making any revisions as reasonably required by the Client upon its review and will make such revisions within a period of time required by the Client.

• INNOVE has the right to unilaterally and immediately terminate this Agreement upon the occurrence of any of the following events:
  • the Client being in breach of any obligation or warranty under the Agreement and failing to remedy the same within seven (7) days from receipt of a written notice from INNOVE of such breach;
  • the Client passing a resolution for its winding up or a court of competent jurisdiction making an order for the Client’s winding up or dissolution;
  • the making of an administration order in relation to the Client or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Client’s assets;
  • the Client making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
  • the Client ceasing or threatening to cease to carry on business;
• Notwithstanding the foregoing, INNOVE will have the right to unilaterally terminate the Client Agreement and the SOW without cause, at INNOVE’s sole discretion, with thirty (30) days’ notice to the Client of such termination.
• Termination of this Agreement shall not relieve the Parties from their respective obligations, which have accrued as of the date of termination.

• Confidential Information
  Each Party (“Receiving Party”) agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information relating to the other Party’s (“Disclosing Party”) technology or business that the Receiving Party learns in connection with this Agreement and any other information exchanged pursuant to this Agreement, including and without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise information relating to products or technology of the Disclosing Party or the properties, composition, structure, use or processing thereof, or systems thereof, or to the Disclosing Party’s business including and without limitation methodologies, computer programs, code, tools, algorithms, schematics, data, concept, know-how, techniques, trade secrets, processes, ideas, discoveries, improvements, inventions whether patented or not, names and expertise of employees and consultants, all information relating to Client’s transactions, and other technical, business, financial, Client and product development plans, forecasts, strategies and information, and other information identified as proprietary or confidential, all of the foregoing, “Confidential Information”.
• Non-Disclosure and Use
  The Parties agree to: (i) keep the SOW of this Agreement in confidence and not to disclose it to any third party without the prior written consent of the other party; (ii) use Confidential Information of other party only for the purpose of this Agreement; (iii) use reasonable measure to prevent the disclosure of such Confidential Information to any third party, except its own employees or independent contractors who have a legitimate need to know the Confidential Information for the purpose of this Agreement and who unconditionally agree to maintain the confidentiality of the Confidential Information; (iv) employ reasonable precautions to protect the Disclosing Party’s Confidential Information that, in the aggregate, are no less protective than the precautions it uses to protect the confidentiality of its own comparable Confidential Information, but in no event shall the standard of care be less than the standard of care which a reasonable business person would use in protecting its own Confidential Information; (v) take reasonable steps to advise their employees and independent contractors of the confidential nature of the Confidential Information and of the prohibitions on copying or revealing such Confidential Information contained herein; and (vi) maintain the Confidential Information of the other party in a reasonably secure location.

• Relationship of the Parties
  Nothing contained in this Agreement shall be construed to create a partnership, joint venture or other agency relationship between the Parties. Each Party is a separate and distinct corporate entity and is solely responsible for its respective taxes, withholdings, and other similar statutory obligations, except as set forth in Section 2(d). Neither Party has any authority, whether apparent, actual, ostensible or otherwise, to act on behalf of the other Party or to enter into any contract, incur any liability or impose any legal obligation or to make any representation on behalf of the other Party. INNOVE does not undertake to perform any obligation of the Client, whether regulatory or contractual, or to assume any responsibility for the Client’s business or operations.
• Authority
  Each Party represents and warrants to the other Party that it has all necessary power, authority, and capacity to enter into and perform this Agreement in accordance with its SOW and that the making or performance of this Agreement does not violate any provision of any other agreement to which such Party is bound.
• Governing Law; Jurisdiction
  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of the Philippines. Each of the Parties to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the proper courts of Taguig City, to the exclusion of all other courts, for the hearing determination of any dispute or proceeding arising out of or in connection with this Agreement.
• Waiver
  No delay or omission by either Party in exercising any right or power hereunder shall impair such right or power or be construed to be a waiver. A waiver by either Party of any of the covenants to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver or discharge shall be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or discharge is sought to be enforced.
• Force Majeure
  Neither Party shall be liable for failure to perform its obligations under this Agreement, if such failure is due to Force Majeure/fortuitous events or any other cause or condition beyond its control. In this regard, the term “Force Majeure/fortuitous event” shall mean all events which could not be foreseen or although foreseen, were inevitable and beyond the control of the Party/ies, and which materially affect the ability of the Party/ies to comply with any of its/their obligations under this Agreement, and which could not be attributed to the fault, negligence and participation of the Party/ies and/or their respective agents/employees, or any other cause or cause, whether similar or dissimilar to the foregoing, which are beyond the reasonable control of the Party/ies. Once the event of Force Majeure or fortuitous event has already ceased, the pertinent Party’s duly-authorized representative shall immediately notify the other Party of said fact, and the Parties shall resume the performance of their respective obligations under this Agreement.
• Successors and Assigns
  This Agreement shall be binding upon and inure solely to the benefit of the Parties and their permitted successors and assigns.
• Assignment
  This Agreement shall not be assigned by either Party, in whole or in part, without the other Party’s prior written consent, except that a party may validly assign this Agreement or any portion hereof, without need of obtaining the other party’s prior written consent if such assignment is in favor of any of the former’s parent, subsidiary companies or affiliates. Any assignment in contravention of this provision shall be null and void.
• Severability
  In case one or more of the provisions contained in this Agreement shall be declared invalid, illegal or unenforceable in any respect by competent authority, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
• Remedies Cumulative
  All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.