INDEPENDENT CONTRACTOR AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement of Independent Contractorship is entered into this  7  th day of  November , 2020 , at ___________ by and
between:
BRILLIANT RIGHTPOINT LIMITED (HONG KONG), a company organized and existing under the laws of Hong Kong, People’s Republic
of China, with office in Flat/Rm 16-17 20/F North Tower Concordia Plaza, 1 Science Museum Road, TsimShaTsui East, Hong Kong,
hereinafter, “COMPANY”;
and
 Joel Terrence Gumapon Tigoy (name of INDEPENDENT CONTRACTOR), of legal age, Filipino and resident of  Purok San
Vicente, Balide, Aurora, Zamboanga del Sur, aurora, Zamboanga del Sur, Philippines  (address of INDEPENDENT CONTRACTOR),
hereinafter, “INDEPENDENT CONTRACTOR”;
WITNESSETH THAT:
WHEREAS, the COMPANY is engaged in the business of technology-based language teaching;
WHEREAS, the INDEPENDENT CONTRACTOR manifests and guarantees that he/she is qualified and competent in fulfilling the needs of
the COMPANY in the course and conduct of its business in relation to the position he/she is being engaged for;
WHEREAS, the INDEPENDENT CONTRACTOR understands the following:
A. Legal Personality
The Company is an entity organized and existing under the laws of Hong Kong SAR. It is a company separate and distinct from other
companies in the Philippines, Hong Kong SAR, China, US, and the UK.
B. Business Undertakings
At its sole prerogative, the Company may enter into any ventures, partnerships, and/or other business undertakings with other companies.
However, the relationship including rights and responsibilities between the Company and the Independent Contractors shall not be affected
by reason of said other business undertakings.
To address the need of additional manpower brought about by the demands of companies needing service providers to supply them with
workers who will teach English language online, the Company has partnered with these companies (Acadsoc Ltd., Brilliant Rightpoint,
etc. to name a few) as part of its strategic business activities. In doing so, the Company will be engaging the services of Independent
Contractors for a fee.
1. The contractual obligation and relationship between the Company and these other companies (Acadsoc Ltd., Brilliant Rightpoint, etc.
to name a few) are separate and distinct from the contractual obligation and relationship between the Company and the Independent
Contractors.
2. These other companies (Acadsoc Ltd., Brilliant Rightpoint, etc. to name a few) have no contractual obligation and relationship, either
directly or indirectly, with the Company’s Independent Contractors.
3. Independent Contractor warrants that there be no contractual relationship between him/her and these other companies (Acadsoc Ltd.,
Brilliant Rightpoint, etc. to name a few). Independent Contractor shall likewise hold these other companies (Acadsoc Ltd., Brilliant
Rightpoint, etc. to name a few) free and harmless from any and all claims he/she may have against the COMPANY.
NOW THEREFORE, both parties hereby agree as follows:
1. SERVICES.
1.1 Nature of Services. The INDEPENDENT CONTRACTOR will perform the services, as more particularly described on Exhibit A (the
“Services”) for the COMPANY as an INDEPENDENT CONTRACTOR. The Services have been specially ordered and commissioned by
COMPANY. To the extent the Services include any materials subject to copyright, the INDEPENDENT CONTRACTOR agrees that the
Services are done as “work made for hire” as that term is defined under Philippine and Hong Kong, SAR copyright law, and that as a
result, the COMPANY will own all copyrights in the Services. The INDEPENDENT CONTRACTOR will perform such services in a diligent
and workmanlike manner and in accordance with the schedule, if any, set forth in Exhibit A. The content, style, form and format of any
work product of the Services shall be completely satisfactory to the COMPANY and shall be consistent with COMPANY’s standards. The
INDEPENDENT CONTRACTOR hereby grants the COMPANY the right, but not the obligation, to use and to license others the right to
use the INDEPENDENT CONTRACTOR's name, voice, signature, photograph, likeness and biographical information in connection with
and related to the Services.
The INDEPENDENT CONTRACTOR's teaching videos on the COMPANY’s platforms (photographs, graphics, audio-visual materials with
the INDEPENDENT CONTRACTOR’s portraits) are the property of the COMPANY and may be used by the latter for internal purposes
such as quality control and training, among others. On a periodic basis the COMPANY may elect to use some of the materials for
external marketing & promotional purposes including but not limited to outdoor advertising, and other promotional media. In such case, the
COMPANY shall seek the consent of the INDEPENDENT CONTRACTOR or INDEPENDENT CONTRACTORS in the materials prior to
such external use, which shall be expressed in a separate written document for that purpose.
1.2 Relationship of the Parties. The INDEPENDENT CONTRACTOR enters into this Agreement as, and shall continue to be, an
INDEPENDENT CONTRACTOR. No employer-employee relationship is created by this Agreement. All Services shall be performed only
by the INDEPENDENT CONTRACTOR. Under no circumstances shall the INDEPENDENT CONTRACTOR, or any of the INDEPENDENT
CONTRACTOR's employees, look to the COMPANY as his/her employer, or as a partner, agent or principal. Neither does the
INDEPENDENT CONTRACTOR, nor any of the INDEPENDENT CONTRACTOR's employees, shall be entitled to any benefits accorded to
the COMPANY's employees, including but not limited to worker's compensation, premium pay, overtime pay, night differential, service
incentive leave, disability insurance, social security, vacation or sick pay. The INDEPENDENT CONTRACTOR shall be responsible for
providing, at the INDEPENDENT CONTRACTOR's expense, and in the INDEPENDENT CONTRACTOR's name, unemployment, disability,
worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services. Each Party
will be solely responsible for their own taxes and insurance premiums in accordance with the laws of their respective countries.
1.3 Service Fee and Reimbursement. The INDEPENDENT CONTRACTOR shall be paid and reimbursed for the Services as set forth
on Exhibit A. Completeness of work product shall be determined by the COMPANY in its sole discretion, and the INDEPENDENT
CONTRACTOR agrees to make all revisions, additions, deletions or alterations as requested by COMPANY. No other fees and/or
expenses will be paid to the INDEPENDENT CONTRACTOR, unless such fees and/or expenses have been approved in advance by the
COMPANY in writing. The INDEPENDENT CONTRACTOR shall be solely responsible for any and all taxes, Social Security contributions
or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such fees. The INDEPENDENT
CONTRACTOR hereby indemnifies and holds the COMPANY free and harmless from, any claims, losses, costs, fees, liabilities, damages
or injuries suffered by the COMPANY arising out of INDEPENDENT CONTRACTOR's failure with respect to its obligations in this Section.
1.4 Bonuses. Bonuses may, at the sole discretion of the COMPANY, may be granted to the INDEPENDENT CONTRACTOR as a show
of appreciation for hard work and exceptional performance. Bonuses are not a legally demandable right and may vary from time to time.
Any poor performance may result in lower bonuses or no-bonus at all.
2. DUTY OF CONFIDENTIALITY AND NON-DISCLOSURE.
2.1 Confidential Information. The COMPANY now owns and will hereafter develop, compile and own certain proprietary techniques,
trade secrets, and confidential information which have great value in its business (collectively, “COMPANY INFORMATION”). The
COMPANY will be disclosing COMPANY INFORMATION to the INDEPENDENT CONTRACTOR during latter’s performance of the
Services. COMPANY INFORMATION includes not only information disclosed by COMPANY, but also information developed or learned by
the INDEPENDENT CONTRACTOR during the latter’s performance of the Services. COMPANY INFORMATION is to be broadly defined
and includes all information which has or could have commercial value or other utility in the business in which the COMPANY is engaged
or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of the COMPANY, whether or not
such information is identified by the COMPANY. This includes, but is not limited to, any and all information concerning discoveries,
developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research
techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives,
improvements and enhancements to any of the above. COMPANY INFORMATION also includes like third-party information which is in
COMPANY's possession under an obligation of confidential treatment.
2.2 Protection of Company Information. The INDEPENDENT CONTRACTOR agrees that at all times during or subsequent to the
performance of the Services, the INDEPENDENT CONTRACTOR will keep confidential and not divulge, communicate, or use COMPANY
INFORMATION, except for the INDEPENDENT CONTRACTOR's own use during the Term of this Agreement to the extent necessary to
perform the Services. The INDEPENDENT CONTRACTOR further agrees not to cause the transmission, removal or transport of tangible
embodiments of, or electronic files containing, any COMPANY INFORMATION from COMPANY's principal place of business, without prior
written approval of COMPANY.
The COMPANY reserves the right to initiate legal remedies (administrative, civil, criminal) should there be any proven breach against this
Confidentiality clause.
2.3 Definition of Confidential Information. “Confidential Information” means any data or information, that is proprietary to the
COMPANY and not generally known to the public, provided to or comes into possession of the INDEPENDENT CONTRACTOR before or
after the term of this Agreement, whether tangible or intangible form, whenever and however disclosed, including, without limitation, (a)
marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results
relating to the past, present or future business activities; (b) intellectual or other proprietary information or material; (c) all forms of the
Confidential Information including, but not limited to, loose notes, diaries, memoranda, drawings, photographs, electronic storage and
computer print outs; (d) any other information that should reasonably be recognized as confidential information of either Party; and (e) any
and all “Personal Data” defined by and covered under the Philippine Data Privacy Act of 2012 (“DPA”), its Implementing Rules and
Regulations (“IRR”) as well as the data privacy laws of Hong Kong SAR. All information which the INDEPENDENT CONTRACTOR
acquires or becomes acquainted with during the period of this Agreement, whether developed by the COMPANY or by others, which the
COMPANY has a reasonable basis to believe to be Confidential Information, or which is treated, designated and/or identified as being
Confidential Information, shall be presumed to be Confidential Information. Confidential Information need not be novel, unique, patentable,
copyrightable or constitute a trade secret in order to be designated Confidential Information.
2.4 Disclosure required by law. In the event that any Confidential Information is required to be disclosed by the INDEPENDENT
CONTRACTOR under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, or by a demand or
information request from an executive or administrative agency or other government authority, the INDEPENDENT CONTRACTOR shall,
unless prohibited by the terms of a subpoena, order, or demand: (a) notify the COMPANY of the prospective disclosure as soon as
practicable; (b) cooperate with the COMPANY in seeking such protective orders, remedies, or reliefs from such disclosure as may be
available and appropriate, which shall be at the COMPANY’s sole cost and expense; and (c) use commercially reasonable measures to
maintain the confidentiality of such Confidential Information in accordance with the terms hereof. Disclosure in accordance with this
section shall not, by itself, vitiate the status of such information as Confidential Information.
2.5 Company Property. All materials, including without limitation documents, drawings, drafts, notes, designs, computer media,
electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (Hereinafter,
“MATERIALS”), which are furnished to the INDEPENDENT CONTRACTOR by the COMPANY or which are developed in the process of
performing the Services, or embody or relate to the Services, the COMPANY INFORMATION are the property of COMPANY, and shall be
returned by the INDEPENDENT CONTRACTOR to the COMPANY promptly at the latter’s request together with any copies thereof, and in
any event promptly upon expiration or termination of this Agreement for any reason without any further demand. The INDEPENDENT
CONTRACTOR is granted no rights in or to such MATERIALS, except as necessary to fulfill its obligations under this Agreement. The
INDEPENDENT CONTRACTOR shall not use or disclose the MATERIALS to any third party.
3. TERMINATION OF AGREEMENT.
3.1 Term. This Agreement shall be effective for a period of two (2) years from the date listed above, or until completion of the Services,
as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (hereinafter, the
“Term”). This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party.
3.2 If the COMPANY exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall
cease immediately, except that the COMPANY shall be obligated to compensate INDEPENDENT CONTRACTOR for work performed up
to the time of termination.
3.3 The Company may immediately terminate this Agreement due to the following acts or omissions of the INDEPENDENT
CONTRACTOR:
   3.3.1 Violation of any provision of this Agreement, including guidelines (i.e. Training Kits, hereto attached as Exhibit B), manual
and additional advisories;
   3.3.2 Repeated failure to meet the COMPANY’s standards which shall be discussed and made known to the INDEPENDENT
CONTRACTOR by the COMPANY’s representative upon the signing of this Agreement;
   3.3.3 Violation or risk of violating the COMPANY’s trust and confidence; and
   3.3.4 Such other acts or omissions that would result to difficulty in implementing the provisions of this Agreement.
Notwithstanding the above provisions, the COMPANY may choose to take other actions, such as issuance of service violation warnings,
on a case-to-case basis. In such a case, and to give the INDEPENDENT CONTRACTOR the chance to comply the standards of the
COMPANY, the COMPANY shall issue first at least two (2) Service Violation Warnings before issuance of notice of termination. In all
instances, the termination shall be effective fifteen (15) days from receipt of Notice.
3.4 If the INDEPENDENT CONTRACTOR exercises its right to terminate the Agreement, the termination shall be effective fifteen (15)
days from the COMPANY’s receipt of said notice. Additionally, this Agreement shall automatically terminate upon the INDEPENDENT
CONTRACTOR’s death. In such event, the COMPANY shall be obligated to pay INDEPENDENT CONTRACTOR’s estate or beneficiaries
only the accrued but unpaid compensation and expenses due as of the date of death.
4. FEES AND RATES.
  The fees of the INDEPENDENT CONTRACTOR shall be based on a per class (25mins) or a per hour basis. Payments shall be made
through PayPal and any other payment methods which the COMPANY and the INDEPENDENT CONTRACTOR mutually agreed on and
the INDEPENDENT CONTRACTOR shall ensure it has the capability to receive payments through the payment method mentioned below.
Any and all fees from PayPal, or bank or financial center to the local currency of the INDEPENDENT CONTRACTOR, if any, are for the
latter’s account.
4.1 Initial Rate and Rate Increase.The INDEPENDENT CONTRACTOR’s initial rate, increase in rates, or any other conditions shall be
offered by the COMPANY to the INDEPENDENT CONTRACTOR via email. Any acceptance by the latter shall likewise be transmitted via
email.
4.2 Confidentiality of Rates.The INDEPENDENT CONTRACTOR acknowledges that the COMPANY pays varying rates to various
INDEPENDENT CONTRACTORS, depending on expertise, qualifications, performance, among other factors. The INDEPENDENT
CONTRACTOR warrants that details on his or her rates shall not be discussed with any of the COMPANY’s employees or other
INDEPENDENT CONTRACTORS, except those dealing primarily with payment to the INDEPENDENT CONTRACTOR himself or herself.
4.3 Payment of Fees. The COMPANY shall pay the fees of the INDEPENDENT CONTRACTOR twice a month. In the event that the
INDEPENDENT CONTRACTOR fails to provide the required documents or other requirements on time as previously assigned and agreed
upon, the COMPANY shall retain the fees until the INDEPENDENT CONTRACTOR has completed such requirements.
4.4 Return of Fees. An overpayment arises when money is paid in excess of what is due to the INDEPENDENT CONTRACTOR, and is
recoverable in principle and in law. The INDEPENDENT CONTRACTOR must immediately report circumstances where he/she is aware
that he/she may have been overpaid, and must immediately return the said excess amount to the Company.
Where an overpayment cannot be recovered by any means, as a last resort, appropriate legal proceedings may be initiated by the
Company for the recovery of both the overpayment and the consequential costs of the proceedings.
4.5 Payment Channels.For purposes of service fee payments, the INDEPENDENT CONTRACTOR hereby agrees to provide to the
COMPANY his/her personal bank account by correctly filling-up the “Bank Details” portion in Exhibit A, and by submitting a photocopy of
document (i.e. bank statement, deposit slip, bank certificate, etc.) showing his/her bank details.
The INDEPENDENT CONTRACTOR warrant that the bank details provided is his/her OWN PERSONAL BANK ACCOUNT, and further
agrees to:
a. Keep the bank account active and working;
b. Not allow anyone else to have or use password details and to have access to the INDEPENDENT CONTRACTOR’s ATM. In the event
of breach, the company will not be liable for losses or damages;
c. To comply with all reasonable instructions the company may issue regarding account access and security. For any changes in bank
account details, the INDEPENDENT CONTRACTOR shall inform the COMPANY immediately but not less than seven (7) days before
salary payment date.
d. The COMPANY shall retain a copy of remittance, for a period of three (3) years (“Retention period”), advice or deposit slips or other
proof evidencing actual payments made to the bank account of the INDEPENDENT CONTRACTOR. After the specified retention period,
the COMPANY may dispose the copies of the remittances.
e. That this payment channel may be amended or changed to a different mode or methods (i.e. wire transfer, Paypal, other direct
deposit, etc.) by giving the INDEPENDENT CONTRACTOR at least fifteen days (15) notice before the new payment method takes effect.
5. CHANGES TO PROCESSES IN THE IMPLEMENTATION OF THIS AGREEMENT.
5.1 The COMPANY reserves the right to make changes or amendments to any of its processes involving the final result which the
INDEPENDENT CONTRACTOR will perform the Service. This includes, but is not limited to, adoption of certain procedures, safeguards,
and processes to protect the reputation of the COMPANY in relation to the latter’s clients. Any changes, variations, modifications, or
amendments to this Agreement will be sent by the COMPANY to the INDEPENDENT CONTRACTOR via email, and any acceptance or
refusal to such changes, variations, modifications, or amendments shall likewise be transmitted by the INDEPENDENT CONTRACTOR to
the COMPANY via email.
5.2 It is the responsibility of the INDEPENDENT CONTRACTOR to act with honesty and good faith and refrain from acts that are
contrary to law, morals, and public policy. It is further the responsibility of the INDEPENDENT CONTRACTOR to act with professionalism
and respect to their co-workers, colleagues, and students. Any mention, utterance, or exposure of pornography, violence, acts of terror,
and similar circumstances that are unacceptable in a teaching situation shall immediately entitle the COMPANY to terminate the contract
with the INDEPENDENT CONTRACTOR with option to file suit in the appropriate court for damages suffered by the student or the
COMPANY.
6. NON-COMPETE / RESTRICTIVE COVENANTS.
In the event of termination or expiration of this Agreement, the INDEPENDENT CONTRACTOR, for a period of six (6) months upon the
termination or expiration, shall not engage directly or indirectly, either personally or as an employee, associate partner, partner,
supervisor, manager, agent, consultant, or otherwise, in assisting, engaging, promoting, or otherwise supporting any person or entity
within the Philippines that is in competition with the business of the COMPANY. This prohibition shall apply to companies or entities in
direct competition with the COMPANY, such as but not limited to:
a. 51Talk;
b. TutorABC;
c. VipABC;
d. Rarejob;
e. ABC 360;
f. Englishbreak;
g. Bibo;
h. QQ English;
i. Sankei Online English;
j. DMM;
k. Hujiang;
l. 91 Waijiao; and
m. Any other online English Training entity catering to the Chinese market, including any place in Mainland China, Hong Kong, Macau,
and Taiwan.
The INDEPENDENT CONTRACTOR, during the effectivity of this Agreement and for a period of six (6) months after the termination or
expiration of this Agreement, shall also not own, manage, operate, consult, or be employed in a company or business substantially
similar to, or competitive with, the present business of the COMPANY or any such other business activity that the COMPANY may
substantially engage in during the period of employment.
6.1 The INDEPENDENT CONTRACTOR, during the effectivity of this Agreement, shall not likewise be employed, part time or full time, in
any other company or business without prior written approval from the COMPANY.
The COMPANY also enjoins the INDEPENDENT CONTRACTOR to avoid using any proprietary concepts owned by the COMPANY that
would otherwise confuse the general public, especially if such an act is intended to compete with the relevant business or business area
of the COMPANY.
7. LIQUIDATED DAMAGES AND LEGAL CLAIMS ON VIOLATIONS.
For every violation committed by the INDEPENDENT CONTRACTOR as stated in this Agreement, including Exhibit B hereof, such as but
not limited to the provisions on non-compete, confidentiality and non-disclosure, in addition to the termination or cancellation of this
Agreement, the INDEPENDENT CONTRACTOR is liable to pay a fine of HKD$25,000 or PHP150,000 as liquidated damages, plus
Attorney’s Fees and Cost of Suit, if any.
8. ADDITIONAL PROVISIONS.
8.1 Governing Law and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines. The parties consent to exclusive jurisdiction and venue in the Philippine courts. In any action or suit to enforce
any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its
reasonable attorney’s fees, costs and other expenses.
8.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives,
administrators and permitted assigns of the parties hereto. The INDEPENDENT CONTRACTOR shall have no right to (a) assign this
Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without the
COMPANY’s prior written consent which may be withheld as COMPANY determines in its sole discretion. Any such purported
assignment shall be void.
8.3 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be
interpreted so as best to reasonably effect the intent of the parties.
8.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with
respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties.
8.5 No Agency. The INDEPENDENT CONTRACTOR is neither the COMPANY’s agent nor representative and has no authority to bind or
commit the COMPANY to any agreements or other obligations.
8.6 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this
Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in
performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce
any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
8.7 Consent. The INDEPENDENT CONTRACTOR hereby authorize the COMPANY and/or their appointed Agent/Company to verify,
countercheck and gather any and all information that he/she provided in this Independent Contractor Agreement and/or voluntary
application as an Independent Contractor.
8.8 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered
by email, personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the
address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in
the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for
such communications by giving notice to the other party in conformity with this section.

RIGHT WORK LIMITED (HONG KONG INDEPENDENT CONTRACTOR

SAR)

 Joel Terrence Gumapon Tigoy 
PRINTED NAME AND SIGNATURE SIGNATURE

EXHIBIT A

Description of Services
 This INDEPENDENT CONTRACTOR AGREEMENT between Right Work Limited, a Hong Kong SAR registered corporation
(“COMPANY”), and  Joel Terrence Gumapon Tigoy  (“INDEPENDENT CONTRACTOR”) dated as of  7th day of November,2020 
Services to be provided by INDEPENDENT CONTRACTOR:
1. The INDEPENDENT CONTRACTOR shall perform online English language instruction to the students of the COMPANY, in
accordance with the assigned schedule and under the guidance pursuant to the processes of the COMPANY.
  Additional Services may be added by parties by mutual agreement in writing.
2. The COMPANY agrees that INDEPENDENT CONTRACTOR's services need not be rendered at any specific location and may be
rendered at any location selected by INDEPENDENT CONTRACTOR.
3. Tools and equipment (internet connection. laptop, computer, camera, headset, etc) to be used in rendering the above services shall
be furnished by the Independent Contractor.
4. Considering that the INDEPENDENT CONTRACTOR will personally be dealing, communicating and interacting with students who are
of young age and of different cultural background, the INDEPENDENT CONTRACTOR warrants and guarantees that in delivering and
executing the Services:
 a. S/he is qualified and competent to the position s/he is being engaged for;
 b. Resume, certificates, identifications and documents of identity submitted to the COMPANY are true and genuine.
 c. S/he is in good health physically and psychologically; of good moral character with no criminal record; no history of drug, liquor and
sexual abuse, and other circumstances proving and/or showing strong tendency to adversely affect the over-all well-being of these young
students;
 d. Bearing in mind that these students are largely of Chinese origin, INDEPENDENT CONTRACTOR pledges to refrain from acts that
are contrary to Chinese good customs, morals, and public policy. It is the responsibility of the INDEPENDENT CONTRACTOR to act with
professionalism and respect to his/her co-contractors, the COMPANY, and students. As the teaching activities and course contents
implemented are in line with China’s educational norms and teacing requirements, any mention, utterance, or exposure of pornography,
violence, acts of terror, geo-political and socio-economic discussion and similar circumstances that are unacceptable in a teaching
situation are prohibited.
COMPANY Information (as defined in Section 2.l of the INDEPENDENT CONTRACTOR Agreement) may be utilized:
At INDEPENDENT CONTRACTOR's office or home premises provided that appropriate confidentiality procedures and arrangements are
observed

Paypal/Bank Details
Please find herewith my personal bank details:
 Paypal/Bank Name:  Bank of the Philippine Islands
 Branch:  BPI Pagadian Branch
 Account Number:  2199294809
 Account Name:  Joel Terrence Gumapon Tigoy
Attached hereto is a copy of my paypal/bank details showing my name and paypal and/or bank account number (i.e. bank statement,
deposit slip, bank certificate, etc.)

INDEPENDENT CONTRACTOR

 Joel Terrence Gumapon Tigoy 
PRINTED NAME AND SIGNATURE
 11/7/2020 
DATE

EXHIBIT B

TRAINING KITS

It is the responsibility of the INDEPENDENT CONTRACTOR to act with honesty and good faith and refrain from acts that are contrary to
law, morals, and public policy. It is further the responsibility of the INDEPENDENT CONTRACTOR to act with professionalism and respect
to the COMPANY and the management, their co-contractors and students.
Commission of the below acts and similar circumstances that are unacceptable in a teaching and working situation shall immediately
entitle the company to:
 a.) Terminate the Independent Contractor’s Agreement; and/or
 b.) File suit in the appropriate court for damages; and/or
 c.) File suit in the appropriate court for any and all causes of action available to it.
Please refer to your Training Kits, Manuals, and Independent Contractor’s Agreement for more details and complete list of prohibited acts
and omissions.

A. Acts or Omissions Affecting Company's Interest

1. Poaching or pirating company’s students and/or clients for personal use or outside business interest.

2. Stealing, copying, trading and distributing company-owned software, teaching materials, tools and information.

3. Using company materials for a purpose other than that intended or assigned without any authorization.

4. Inciting or participating in concerted illegal work stoppage, strike, slow-down, mass leave, sit-down, riot or other similar
disruptive activities.
5. Deliberate slowing down, holding back, or limiting of company operation or intimidating, coercing, or inducing other contractors
to do so.

6. Committing an act of sabotage causing financial loss or damage to company property or interests.

7. Making or posting publicly defamatory, false, misleading or malicious statements about the company, its services/products,
and its management or work situations.
8. Gossip or rumor mongering, unnecessary disclosure of somebody else’s affairs to others, or deliberate distortion of facts or
statements in such a way as to enhance one’s status or reputation, or discredit, embarrass or endanger another contractor,
student, or the company.
9. Committing any other act that puts the Company’s or the group’s reputation and goodwill in bad light, or damage to Company’s
interest or grave harm to co-contractors, students, and clients.
10. Unauthorized use, forging, altering, and falsifications of company materials and documents such as letterhead, company IDs,
logo, tradename, trademark, certificates and other company records and documents including any misinterpretation or non-
disclosure of any relevant information made when applying as independent contractor.

11. Committing other acts of fraud, dishonesty, deceit or anomaly not embraced by other provisions.

B. Acts or Omissions Affecting Students

1. Providing online lessons directly to the students. The tutor is obliged to report to the company immediately if the student
requests an outside trade.

2. Asking, soliciting, and/or keeping student’s personal information and contact details.
 3. Discussing, engaging, or viewing materials about drugs, liquor, gambling, violence, sex or pornography, nationality, race,
religion, and geo-politics with the students during the class. Anything irrelevant to teaching is not allowed during class.

4. Disclosing class schedule to the student.

5. Promoting, engaging in, or practicing money lending or usury with the students.

6. Participating in loud and heated verbal arguments or any act in disorderly manner during classes whether or not the said act
has caused disturbance to others.
7. Threatening, intimidating, harassing, coercing students, co-contractors, and/or the management; provoking a quarrel or fight or
participating in one during classes.

C. Acts or Omissions in Violation or Breach of any of the provisions in the Independent Contractor’s Agreement

1. Cancelling booked classes without informing his/her TM.

2. Absences without prior confirmation from his/her TM.

3. Plagiarism: copying other teachers' class remarks, etc.

4. Complaint: 3 or more complaints received within 30 days, or more than 5 complaints received within 3 months (Complaint
Standard: Student Complaint, QA Quality Inspection Standard, CS Collaboration Rules).

5. Booking rate: less than 70% for two consecutive weeks.

6. The teacher does not perform well and has received at least three service violation warning letters.

7. Violation of the Non-Compete Clause, and Confidentiality Clause.

D. Acts or Omissions Considered a Crime under the National Laws of the Independent Contractor

Commission of a crime not embraced by other provisions while working or during official working hours which materially or substantially
affects company interests.

Depending on the gravity, frequency, and consequences of the violations, the following may be meted out by the company to tutors:
Service Violation Warning Letter
 1. If the tutor fails to perform his duties, such as absence, late arrival, poor performance, etc., he/she may receive a service violation
warning letter from the company. After receiving the warning letter, the tutor should listen carefully to the suggestions to improve his/her
performance.
 2. If the tutor does not follow the rules and does not regard the management of the company and receives a total of three warning
letters, his/her services will be suspended.
 3. If the tutor receives a warning letter during the probation period, the service fee adjustment may be delayed.
 4. For warning letters from more than one year ago, the tutor may submit a written application to the TM to prove that the violation in
the warning has been completely improved. With the approval of TM, the warning letter will no longer be included in the assessment, but
still remains in the system for reference.
Termination of Independent Contractor’s Agreement
The issuance of the termination letters includes but is not limited to the following:
 1. The tutor does not perform well and has received three warning letters and will be suspended (dismissed) accordingly.
 2. The tutor has the behavior that violates his/her own national laws.
 3. The tutor has any serious violation of the contract. For example:
  a. Disclosure of internal information such as accounts, data, contacts and internal policies provided by the company to third parties.
  b. Account information or password provided by the company is arbitrarily modified without the approval of the direct supervisor.
  c. Private transactions with students, such as private lectures, receiving or borrowing money from the student.
  d. Serving other online ESL companies.
  e. Disclosure or discussion of service fees, bonuses, etc. with third parties outside the company’s Teacher Management
Department.
  f. Talking about sensitive topics such as violence, pornography, nationality, religion, geo-politics involving China, etc. during class.
By entering the class tools (Classin/Aclassroom), your desktop activities are being monitored. Please be VERY CAREFUL when
browsing irrelevant websites during the your shift, especially those content that is illegal under the teaching scenes, such as sex, violence
and geo-political controversies. Just one violation will cause immediate termination and even law suit. If the evidence pointing at your fault
in the behavior, it will definitely affect your social credit (CIBI), job seeking in online teaching and BPOs, travelling to China mainland, Hong
Kong SAR and Macau SAR, and worst case to prison.
  g. Disclosure of class schedule to students or third parties.
  h. Having private communication with students, such as: exchanging personal emails/phone
numbers/address/Skype/Wechat/Social media or any other personal contact information.
The issuance of service violation warning letters, and/or service termination, includes but is not limited to the following:
 1. Acts or omissions affecting students
 2. Acts or omissions affecting company’s interest
 3. Acts or omissions in Violation or Breach of any of the provisions in the Independent Contractor’s Agreement
 4. Acts or Omissions Considered a Crime under the National Laws of the Independent Contractor.