1. Rates and Payment
   CUSTOMER shall pay INNOVE compensation for the Services in accordance the attached Annex “C” – Service Fees and Payment Terms.

   In case of any dispute of any amount in the billing statement, Customer should send a notice of dispute to INNOVE not later than the due date stated in the Statement of Account. Otherwise, the Statement of Account shall be deemed accurate. Any dispute notwithstanding, CUSTOMER shall promptly pay that part of the bill, which is not disputed.

1. Assistance of Authorized Representatives
   INNOVE shall have the sole exclusive right to control and direct the manner and method of performing the Services. The CUSTOMER shall be responsible to provide to INNOVE’s authorized representatives such information, guidance and assistance as is necessary for the successful and timely completion of the Service. While on the CUSTOMER’s premises, INNOVE’s authorized representatives shall abide by the applicable rules and regulations of the CUSTOMER.

2. Location of Services and Support
   Should Services need to be performed at the CUSTOMER’s premises, the CUSTOMER shall provide workspace, computer machine, hardware, licensed software, network access, materials, support personnel, supplies and other necessary services and support reasonably necessary to perform the Services.

ACCEPTANCE

1. Deliverables for which INNOVE has Sole Responsibility
   INNOVE shall submit to the CUSTOMER 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 A - Statement of Work. The CUSTOMER 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 CUSTOMER.

TERMINATION

1. INNOVE has the right to unilaterally and immediately terminate this Agreement upon the occurrence of any of the following events:
   1. the CUSTOMER being in breach of any obligation or warranty under this Agreement and failing to remedy the same within seven (7) days from receipt of a written notice from INNOVE of such breach;
   2. the CUSTOMER passing a resolution for its winding up or a court of competent jurisdiction making an order for the CUSTOMER’s winding up or dissolution;
   3. the making of an administration order in relation to the CUSTOMER or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the CUSTOMER’s assets;
   4. the CUSTOMER making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;
   5. the CUSTOMER ceasing or threatening to cease to carry on business;
2. INNOVE has the right to terminate this Agreement with thirty (30) days’ prior notice to the CUSTOMER if circumstances arise that prevents INNOVE from performing its obligations under this Agreement.
3. Termination of this Agreement shall not relieve the Parties from their respective obligations, which have accrued as of the date of termination.

CONFIDENTIALITY

1. 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 CUSTOMER’s transactions, and other technical, business, financial, CUSTOMER and product development plans, forecasts, strategies and information, and other information identified as proprietary or confidential, all of the foregoing, hereinafter referred to as “Confidential Information”.

2. Non-Disclosure and Use
   The Parties agree to: (i) keep 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.

OWNERSHIP
Each Party acknowledges that the other Party, its affiliates and/or subsidiaries or licensors will own all rights to all data, information, techniques, methodologies and materials, including any patents, copyrights, trade secrets and other intellectual property right embodied therein that such Party owned prior to be commencement of the Agreement. Any copyrightable materials which as a derivative work of INNOVE’s pre-existing intellectual property rights that may arise out of the performance of Services shall be the sole and exclusive property of INNOVE. Except as otherwise provided for under this Agreement, all written deliverables or materials, originated and prepared for the CUSTOMER under and during the term of this Agreement shall be the sole and exclusive property of CUSTOMER and shall be considered “work made for hire”.

INDEMNIFICATION
The CUSTOMER shall defend and hold INNOVE, its affiliates and/or subsidiaries, their respective shareholders, directors, officers, employees, agents and independent contractors free and harmless from and against, any and all suits, actions and proceedings, claims, liabilities, losses, damages, expenses (including attorneys’ fees) and cost (collectively, “Claims”), made against INNOVE, its affiliates and/or subsidiaries arising out of any claim, demand, or action resulting from the inaccurate, incomplete, or illegal content made available on the Platform provided by the CUSTOMER or in connection with this Agreement and other.

GENERAL

1. 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 CUSTOMER, whether regulatory or contractual, or to assume any responsibility for the CUSTOMER’s business or operations.

2. 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 and that the making or performance of this Agreement does not violate any provision of any other agreement to which such Party is bound.

3. 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.

4. 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.

5. 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.

6. Successors and Assigns
   This Agreement shall be binding upon and inure solely to the benefit of the Parties and their permitted successors and assigns.

7. 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.

8. 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.

9. 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.