1.1.        "Acceptance Certificate" is a confirmation of 1BRO's acceptance of the TelUPay Services as a mobile wallet system for the 1BRO's and its Network use as being compliant with the criteria and standard set and agreed upon by both Parties.

1.2.        "SPA" shall mean this Memorandum of Agreement.

1.3.        "Notice to Commence Testing" is issued by the TelUPay to 1BRO confirming TelUPay Services is ready for testing and evaluation.

1.4.        "Parties" shall collectively refer to TelUPay and 1BRO, and "Party" shall refer to any of the individual Parties.

1.5.        "Mobile Wallet System" shall mean 1BRO and its Network use of the TelUPay Services under Section 2 this Agreement. The Mobile Wallet System will allow 1BRO's Network to perform financial transactions using their mobile phones attached to a virtual mobile account.

1.6.        "Service Provider Agreement (SPA)" shall mean this agreement executed by and between the Parties that define the terms and conditions governing the production and/or commercial implementation of the TelUPay Services in the operations of 1BRO.

1.7.        "TelUPay Services" means the utilisation of the TelUPay's Mobile Wallet Solution for short message service (SMS) under the Mobile Wallet System providing mobile wallet functionalities, including all updates, patches or enhancements thereto, training, maintenance and support services and other deliverables and information supplied by or on behalf of the Service Provider, which will enable specific transactions allowed by the 1BRO's and its members to use the mobile financial services such as balance inquiry per account, fund transfer from own account to own account and to other account, buy airtime load, bill payment (subject to approval of a 3^rd Party biller aggregator), change MPin, and history of transactions.

1.8.        "TelUPay Services Documentation" means the services manuals, user instructions, technical literature and all other related materials in eye readable form supplied to the 1BRO by TelUPay for aiding the use of the TelUPay Services

1.9.        "TelUPay System" means the TelUPay Services and the Services Documentation.

4.1.        The Mobile Wallet System shall be conducted accordingly:

4.2.        Both Parties shall agree and establish the following testing and evaluation process:

4.3.        Upon release and review of test reports certified by both Parties, 1BRO would issue an evaluation report on the TelUPay Services and upon meeting the standards and criteria set by both Parties, 1BRO shall issue to TelUPay, an Acceptance Certificate or otherwise have deemed to have issued an acceptance of the TelUPay Services confirming both Parties to proceed with the production.

4.4.        With the completion of the Mobile Wallet System and issuance of the Acceptance Certificate or deemed acceptance of the TelUPay Services, any further development for the modification or alteration of the agreed scope of work, business processes, features, or functionality shall be part of the production as agreed upon and signed by both Parties.

5.1.        Following are the functionalities of the Mobile Wallet for 1BRO agents and members (JAVA, Android and iPhones)

6.1.        BATON (Batch-to-On-line) - this service may be availed by 1BRO. BATON is a service offered by a client of TelUPay, which will allow 1BRO to receive remittances from anywhere and terminate it to the target bank account of the recipient who has a bank account with a MEGALINK member bank(s). This service may be acquired by 1BRO from a partner bank of TelUPay.

6.2.        Electronic Load Aggregation - should 1BRO opt to avail of mobile airtime service, a separate commercial contract for the supply of airtime load shall be entered by the Parties which shall then be made integral part of this SPA. The rates for discount is given in the attached ANNEX A as Schedule of Fees

6.3.        Bulk SMS - the TelUPay Mobile Wallet System is able to generate automatic system replies to queries coming from the end users. This notification service is inherent to the system. TelUPay also provides an integrated messaging platform from a 3^rd Party provider which is required in the system. The cost of the SMS shall be for the account of 1BRO. TelUPay requires the bulk SMS to be pre-funded by 1BRO.

7.1.        1BRO shall charge its members for the use of the TelUPay system. The fees generated from the use of the TelUPay system shall be shared between TelUPay and 1BRO.

7.2.        The charging rate per transaction to be followed and the sharing between the Parties are given in ANNEX A as Schedule of Fees

7.3.        All System SMS Replies Costs shall be for the account of 1BRO, through prefunding of the Bulk Message Service.

7.4.        The transaction fees that are due to TelUPay shall be automatically credited in a TelUPay assigned mobile wallet account ("Settlement Account") on a real time basis. The amount of the TelUPay Settlement Account shall be invoiced every end of the month and shall be released to TelUPay within five (5) business days from receipt of the invoice.

8.1.        As between TelUPay and 1BRO, any and all information of whatever nature already disclosed or to be disclosed to each other, whether oral, written, or contained in any electronic or other medium ("Information Material"), including, but without limitation to, licenses, processes, services, products, forms, documents, specifications, designs, and structures, and any information derived by the Parties from the Information Materials, including, but not limited to, notes, reports, analyses, data, interpretations, forecasts, records, copies and reviews of the same made by the Parties relating to or with respect the following are deemed Confidential Information:

8.2.        Neither of the Parties shall use nor disclose the other Party's Confidential Information in any manner whatsoever other than in connection with the rights granted in this SPA.

8.3.        Representatives of the Parties who are given access by any Party to the Confidential Information shall be bound by the terms of this Agreement. The term "Representatives " shall mean any director, officer, partner, stockholder, employee, agent and advisor (including, without limitation, lawyer, accountant and consultant) of a Party who strictly needs to have access to the Confidential Information and only to the extent necessary for them to discharge their function or responsibility . This shall include the Representatives of the party's affiliates and subsidiaries.

8.4.        A Party who is in possession of the other Party's Confidential Information shall implement and maintain security measures that it customarily implements and maintains for its own confidential information. Subject to any restrictions imposed by applicable governmental rules and regulations, a Party may require the other Party to implement and maintain security measures and standards for reference source code implementations, shared secret keys, proprietary technology, encryption and decryption keys, private keys as well as source and library files that contain confidential or proprietary information which are in accordance with industry or customary standards of commercial operations practices for managing the Confidential Information.

8.5.        All Confidential Information shall be and shall remain the property of the relevant Party.

8.6.        In case of violation of the confidentiality required in this SPA by a Party, the offended Party may choose at any time to terminate this SPA and the flow of Information Material (but without prejudice to other legal rights and remedies which it may have).

8.7.        Within forty-eight (48) hours from receipt of notice from the offended Party, the offending Party shall return all Information Material and all copies made thereof, and will cause notes, reports, analyses, data, interpretations, forecasts, records, copies and reviews of the same, to be destroyed. Any such destruction shall be certified in writing to the offended Party by the authorized officer of the offending Party supervising the same. No such termination will affect the obligations of the Parties or those of their Representatives herein, all of which obligations shall survive such termination and shall continue in effect.

10.1.        Reservation of Rights. TelUPay reserves all rights not expressly granted to 1BRO in this SPA. Except as provided herein, no use, rights, and/or license is granted by TelUPay, either directly or by implication, estoppel, or otherwise, and any rights not expressly granted to 1BRO hereunder are reserved by Service Provider. No licence is granted for any products or services of Service Provider. 1BRO is not granted the license or any rights or interest to develop, manufacture, sell, lease, dispose, implement, or distribute the TelUPay Services nor to review and study the same with other parties not authorized by this SPA.

10.2.        Prohibition On Reverse Engineering, Decompilation, Disassembly, etc. 1BRO shall not reproduce, distribute, market, disclose, reverse engineer, decode, decompile, disassemble, license, assign, transfer, or allow the unauthorized use or disclosure of any part or the whole of the TelUPay Confidential Information.

10.3.        Ownership of TelUPay Services. TelUPay Services may be installed on 1BRO's server specifically allocated for the operation of the Mobile Wallet System provided that the TelUPay Services are and will remain the property of TelUPay and/or its licensor.

10.4.        Retention of Ownership. Any and all of the TelUPay Confidential Information shall be and remain the property of TELUPAY and/or its licensor, and 1BRO shall have no rights, title or interest in and to the same.

10.5.        No Licence Granted. Nothing in this SPA shall be construed or interpreted to grant any licence in favor of 1BRO over the whole or part of the TelUPay Confidential Information.

10.6.        Regulatory permits. 1BRO undertakes to secure business or government regulatory licenses, permits and approvals that are necessary, or considered appropriate and advisable, for the installation and maintenance of the TelUPay Confidential Information. TelUPay undertakes to cooperate with 1BRO to secure these licenses, permits and approvals.

11.1.        Either Party may terminate the Mobile Wallet System and/or this SPA at any time upon written notice served upon the other party at least six (6) months prior to the second anniversary year from Effective Date; provided, however, in the event of failure without justifiable reason of TelUPay or for causes not attributable to its fault or omission to comply with or meet the due dates prescribed in this SPA, 1BRO may terminate this SPA without any liability on the part of TelUPay by serving written notice thereof upon TelUPay within thirty (30) calendar days from the appropriate due date. Thereupon, 1BRO shall cease and desist from using the TelUPay Confidential Information without need of further notice. Upon termination, TelUPay shall proceed to physically remove its TelUPay Services from 1BRO's server and premises.

11.2.        Return of embodiments or records of Confidential Information and other property. Upon termination of this SPA, each of the Parties shall immediately return to the other Party the entirety of such other Party's Confidential Information and other property that may be in its possession or in the possession of its directors, officers, employees, staff, consultants, agents, and representatives. The returning Party shall then execute a sworn Acknowledgment that it has returned the entirety of the other Party's Confidential Information and property.