Simple Call Solutions LLC

Code of Professional Conduct - Policies

Mutual Non-Disclosure, Non-Compete and Contract of Services
New Jersey 8/6/2021

We expect all colleagues to live our values every day. And when faced with a difficult situation we
expect everyone to challenge themselves, and to consult with colleagues, to determine what course of
action would be most consistent with our values.
While our values guide our behavior and help us to make the right choices, we also have firm
policies.
These policies establish our obligations as members of the company and define the rules of conduct
in a range of very specific, often complex, situations. They apply to all company members,
employees or independent contractors and we expect all colleagues to comply fully with these
policies.
We hold ourselves to the highest standards of integrity and behavior, and consequently, our policies
often go well beyond what is required by law.
Failure to comply with our policies and or protocols may result in disciplinary action including
termination of employment.
Finally, we have this, SCS's Code of Professional Conduct- Policies, which defines a set of
expectations for the behavior of all company members. The Code of Professional Conduct - Policies
does not replace our policies or protocols. Rather, it serves as a guide to help colleagues understand
the core elements of our policies and how those policies are anchored in our values. The Code of
Professional Conduct - Policies highlights our personal responsibility for professional conduct. We
expect all colleagues to comply with this Code and we expect others working on our behalf, such as
contractors, advisors and other suppliers, to act in a manner that is consistent with our Code.
Our Code of Professional Conduct-- Policies serves as a guide to our values and policies in action
and outlines the expectations we have for all company members in the areas of:

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1. Serving our clients with the highest professional standards
We are privileged to have the trust of the clients that we serve, and we earn that trust by always
acting with the highest integrity; by providing objective and independent advice; by putting our
clients’ interests ahead of our own; and by protecting our clients' confidential and sensitive
information. We expect all colleagues to act at all times in ways that justify and reinforce the trust in
which we are held.
Client impact:
As a company, we set a high aspiration for the positive impact we have through our client service.
We will only undertake work where we can be confident that the objectives of the work are to bring
material, positive and lasting impact; that the impact of our work has the potential to far exceed our
professional fees; that we will not be pressured to compromise our values; and that we will be
keeping faith with our commitment to do work that attracts, develops, excites and retains exceptional
people. We are committed to delivering impact to the best of our abilities to all our clients and we
hold our leaders accountable for that impact. We expect our leaders to oversee our work, ensure that
the conditions for impact are in place, and to bring our best capabilities to every situation. All
colleagues have the obligation to speak up if they feel that our ability to deliver on these aspirations
for impact is compromised.
Client confidential information :
In the course of our work we are entrusted with client and third-party confidential information and
we take exceptional care with the information that has been entrusted to us. Client confidential
information is all non-public information (written or oral), including business plans and trade secrets,
client names, the nature of our client services, our recommendations or advice, client data, and
information we purchase at our clients’ expense. We only share client confidential information with
colleagues who have a legitimate need to know, or those we know are authorized to access the
information. In their use of social media,
we expect colleagues to safeguard client confidential information, including anything that could
reveal a client’s identity or our presence there. Colleagues are also expected to ensure that our
clients’ data and the firm’s data environment is protected from unauthorized external access by
adhering to the cyber security standards as described in the company's data protection policies.
Misuse of client information
Company members and or individual contractors are also prohibited from using client confidential
information for any reason other than the service of that client. Such information cannot be used for
personal or political ends, or in service of a different client.

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2. Data security and protection
All colleagues, employees or independent contractors are required to protect the companies data and
its data environment from unauthorized access. All digital deployments by the firm including
applications, platforms, technology and third-party products, must conform to approved standards to
ensure that confidential information is protected by strong security controls. Any exceptions must be
approved by the management team and colleagues who are uncertain about the security of a system
or technology should
e-mail for help.
The company resources and assets:
We expect employees or independent contractors to be thoughtful in how they use companies
resources and protect the companies information and assets. SCS assets, including proprietary
information, software, frameworks, tools and methodologies, must be used only in accordance with
companies policies and for work-related activities.
Employees or independent contractors may not use SCS's resources such as e-mail, SMS distribution
lists for political purposes, for soliciting investments, or for other personal interests.
We expect all employees or independent contractors to be fiscal stewards of the company, to fully
and consistently comply with our expense policies, and to reflect on how their use of resources would
be perceived externally and by their colleagues.
3. Fulfilling our responsibility and commitment to the company
Professional independence
We must avoid engaging in outside activities that could interfere with our responsibilities to our
clients and the company. It is incumbent on each of us to ensure that there is never any confusion
about whether we are acting in our capacity as a member of the company, or in some other role.
Therefore, company members are restricted from undertaking employed work outside the company,
and may not operate or actively manage a business, run for political office, or accept an official role
in a political campaign. In addition, firm members are restricted from sitting on the board of directors
of any for-profit company, whether privately held, publicly listed, or state owned, and must gain
clearance prior to accepting membership on non-profit Boards to ensure no conflicts exist with our
clients. Interim roles in client organizations are permitted only under a very limited set of
circumstances and only when cleared by the companies C.E.O. All company members, contractors
are required to disclose any potential conflicts of interest, whether real or perceived, and to consult
with relevant company leaders on how best to handle the situation.
Accurate records
We maintain accurate records for the appropriate length of time to enable us to comply with all
relevant laws and regulations. It is explicitly against our policy to maintain firm or client records
outside of the firm’s systems, or to destroy, falsify or alter records that are required to be maintained
(for example, in the context of an investigation of irregularities).
Employees or independent contractors are expected to file any required firm records, such as expense
reports and timesheets, accurately and in a timely way.
Absences, illness, requested days off, and any other reason that he/see cannot perform the activities
of the contractor must first inform the responsible persons of Simple Call Solutions before informing
our clients.
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4. Mutual Non-Disclosure, Non-Compete and Contract of Services
Contract of Services: It is understood and agreed that Simple Call Solutions LLC (SCS) will be
contracting services from ......................... Call Solutions LLC will provide software,
utilities, workspace if required and all tools needed to perform the contracted position.
Simple Call Solutions may need to rent space and utilities from various local companies who provide
such services. .........................as the contracted employee agree that they are entering a contract with
SCS, which is a United States owned Limited Liability Company (LLC) to perform professional
services and therefore surrendering an rights to local benefits and insurance. ............... also
understands that the place where they are working from is not liable for any grievances against SCS
as far as Labor Laws are concerned and that any grievances shall be directed to SCS.
It is understood and agreed to that the parties to this Agreement would each like to provide the other
with certain information that may be considered confidential. To ensure the protection of such
information and in consideration of the agreement to exchange said information, the parties agree as
follows:
1. The confidential information to be disclosed under this Agreement (”Confidential Information”)
can be described as and includes:
1. Serving our clients with the highest professional standards *see above
2. Data security and protection*see above
Technical and business information relating to proprietary ideas, patentable ideas and/or trade
secrets, existing and/or contemplated products and services, lender personal information such as but
not limited to: name, address, phone number, email and credit card info, research and development,
production, costs, profit and margin information, finances and financial projections, customers,
clients, marketing, and current or future business plans and models, regardless of whether such
information is designated as “Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the parties shall have a duty
to protect, other confidential and/or sensitive information which is (a) disclosed as such in at the time
of disclosure; and/or (b) Conversations either by phone, email or in person pertaining to business
transactions.
2. The parties shall use the Confidential Information only for the purpose mutual business
relationship, completion of projects.
3. The parties shall limit disclosure of Confidential Information within its own organization to its
directors, officers, partners, members and/or employees having a need to know and shall not disclose
Confidential Information to any third party (whether an individual, corporation, or other entity)
without prior written consent. The parties shall satisfy its obligations under this paragraph if it takes
affirmative measures to ensure compliance with these confidentiality obligations by its employees,
agents, consultants and others who are permitted access to or use of the Confidential Information.

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4. This Agreement imposes no obligation upon the parties with respect to any Confidential
Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge
through no fault of receiving party; (c) is disclosed without a duty of confidentiality to a third party
by, or with the authorization of the disclosing party; or (d) is independently developed.
5. The parties warrant that they have the right to make the disclosures under this Agreement.
6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring
upon either party any rights, license or authority in or to the information exchanged, except the
limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically,
no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
7. Neither party has an obligation under this Agreement to purchase any service, goods, or
intangibles from the other party. Furthermore, both parties acknowledge and agree that the exchange
of information under this Agreement shall not commit or bind either party to any present or future
contractual relationship (except as specifically stated in other signed agreements), nor shall the
exchange of information be construed as an inducement to act or not to act in any given manner.
8. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and
understood that the non-breaching party shall have adequate remedy in money or other damages and
accordingly shall be entitled to injunctive relief; provided however, no specification in this
Agreement of any particular remedy shall be construed as a waiver or prohibition of any other
remedies in the event of a breach or threatened breach of this Agreement.
9. This Agreement states the entire agreement between the parties concerning the disclosure of
Confidential Information and supersedes any prior agreements, understandings, or representations
with respect thereto. Any addition or modification to this Agreement must be made in writing and
signed by authorized representatives of both parties. This Agreement is made under and shall be
construed according to the laws of the United States of America. In the event that this agreement is
breached, any and all disputes must be settled in a court of competent jurisdiction in the United
States of America.
10. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be
enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the
limited extent required to permit enforcement of the Agreement as a whole.

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11. None -Compete. The contractor further agrees that during the term of this Agreement and for a
period of two (2) years after the termination of this agreement, voluntary or involuntary, without the
prior written consent of the Chief Executive Officer or the Owner of the Simple Call Solutions,
he/she will not, directly or indirectly, in any manner, (whether for compensation or otherwise), alone
or in concert with others, own, manage, operate, join, control, become employed, independent
contractor, agent, consultant or advisor to or of any entity, or in any other capacity, engage with any
of the clients of Simple Call Solution, the contractor has come in contact or provided services to
during the course of the agreement with the Company, or which the contractor, during the course of
such employment, became aware that the Company has provided services to, in which Simple Call
Solutions or any affiliate of the Company is engaged on the date of termination.
12. All independent contractors will submit a bi-weekly invoice for hours worked, addressed to
Simple Call Solutions LLC, New Jersey, United States. The invoices will be paid in normal
circumstances to the bank account of your choice between the 5 rd and 20th day of the month
respectively. Payment will be received the following business day if the 5th or 20th fall on a banking
holiday. As a professional ethic, if the contractors wish to discontinue their work for any reason,
he/she will give a 30 day notice. Failure to provide notice will result in being paid 30 days after
resignation date. Training, maximum 3 days, will be paid a flat rate of $50.
13. PENALTY CLAUSE. The contractor understands and acknowledges that any disclosure and / or
appropriation of any Confidential Information, including by its managers, employees, consultants
and / or collaborators, as well as the violation of the legal requirements regarding the protection of
the processing of personal data, are of a nature to the cause of serious and irreparable damage to the
Simple Call Solutions LLC, the amount of these damages being difficult to estimate and prove,
which is why the contractor accepts by signing this Agreement that in case of breach of the
obligation to keep the confidentiality of the information as regulated in the present Contract and of
the legal regulations in the matter of protection of the processing of personal data, to pay to Simple
Call Solutions LLC damages in the amount of US$ 100.000,-
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and
voluntarily accept the duties and obligations set forth herein.

Name: Dennis Fitzgerald

Title: CEO / owner
Date: 8/6/2021
x__________________
Dennis Fitzgerald

Contractor Name: Luis Izaguirre

Cedula# 0601-1994-00604
Title:
Date: 8/8/2021
x_______________________________________
(NAME)
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