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    3. SERVICE FEES, COSTS AND EXPENSES

1. In consideration of the Services rendered to it by the Service Provider, the subscriber shall pay the Service           Provider the following fees and charges, in the performance of its Services:

2. The aforementioned fees and charges will be paid by Subscriber prior to the posting of the said Subscriber’s products with their corresponding price-list(s), which payment shall be deemed as Subscriber’s consent to the terms and conditions provided hereunder within five (5) days from Subscriber's acceptance hereof.

3. The fees for any and all works done outside the scope of the Services under this Agreement shall be that amount as agreed upon by the Parties.

4. RIGHTS AND OBLIGATIONS OF THE SERVICE PROVIDER

1. The Service Provider shall be permitted to use the trademark and/or trade name registered under the subscriber’s name in connection with the performance of the Services.

2. The Service Provider shall ensure that the approved lay-out shall be reflected in the website within five (5) working days from the receipt of the acceptance of the Subscriber of this Agreement.

5. RIGHTS AND OBLIGATIONS OF THE SUBSCRIBER

1. The Subscriber undertakes to furnish the Service Provider, within three (3) days from the payment of the preferred subscription term, with the subscriber’s products and corresponding price lists, and other technical/advertising maintenance and operations literature in Filipino and /or English language(s).

2. The Subscriber shall advise the Service Provider whether or not it shall do its own lay-out and furnish the desired or preferred layout within the above period, subject to the limitations set forth hereunder.

3. The Subscriber shall keep the Service Provider free from any liability in connection with any errors in the posting of the Subscriber's products and/or their corresponding prices.

6. CONFIDENTIAL INFORMATION

1. During the term of this Agreement, it may be necessary for either party (the “Disclosing Party”) to disclose to the other party (the “Receiving Party”) certain confidential and proprietary information which may include, but is not limited to, computer software, trade secrets, discoveries, ideas, concepts, technology, know-how, techniques, processes, designs, flow charts, drawings, specifications, blueprints, diagrams, plans, reports and other data (“Confidential Information”). Such Confidential Information, in whatever form provided, shall be deemed confidential and proprietary, unless it is otherwise classified and marked as non-confidential or non-proprietary or such information/data are, in fact, those sought by the Subscriber to be posted by the Service Provider on the latter’s website. Confidential Information that is provided orally shall be likewise deemed confidential and proprietary, unless it falls under the above-given exceptions.

2. With respect to such Confidential Information provided by the Disclosing Party under this Agreement, the Receiving Party shall:

   1. Hold such Confidential Information in the strictest confidence and protect it in accordance with the high degree of care that is necessary to protect its confidential nature;

   2. Use such Confidential Information only for the purpose of performing its obligations required under this Agreement, except as otherwise agreed upon in writing with the Disclosing Party;

   3. Not copy or duplicate such Confidential Information, or knowingly allow any person to copy or duplicate such Confidential Information, without the Disclosing Party’s written approval, provided that the written approval shall not be necessary where the duplication is for the purpose of performing the obligations set forth under this Agreement; and

   4. Restrict disclosure of such Confidential Information solely to the Receiving Party’s employees with a need to know, and not to disclose it to any other parties.

3. Both Parties acknowledge that the unauthorized disclosure of Confidential Information will give rise to irreparable injury to the Disclosing Party or the owner of such Confidential Information and that monetary damages may be an insufficient remedy. Accordingly, the Disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the undertaking herein, in addition to any other legal remedies that may be available.

4. Upon termination of this Agreement, each party shall cease and desist from retaining and using the Confidential Information disclosed by the other party during the term of this Agreement. Thus, the Receiving Party shall return all copies of the Confidential Information to the Disclosing Party within ten (10) days from the date of termination of this Agreement.

5. Notwithstanding the termination of this Agreement, the requirements of confidentiality embodied in this section shall survive for a period of three (3) years from the date of termination of this Agreement.

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