OTO GROUP - CONTRACT FOR SERVICES

CONTRACT FOR SERVICES

This Contract for Services made and executed this January 19th 2023, in Cairo, by and between: Type your text
OTO GROUP, LLC., a corporation duly organized and existing under and by virtue of Egyptian laws with a commercial
registration number 130513 and tax card 545-465-4R00, with principal office at 14/5 Al-Lasilki St, Maadi, Cairo, Egypt
represented herein by its Chief Operating Officer, Mr. Ahmed Badr, and hereinafter referred to as the “FIRST PARTY.”

—
Mr. Omar Abdelfattah Ibrahim of legal, age 28 citizenship: Egypt, Single ID/Passport number 29410300203674
Date of Birth: 30th of Oct and a resident of Alex, Egypt herein after referred to as the “SECOND PARTY.”

WHEREAS, the FIRST PARTY, which is engaged in the business of providing an Interactive Learning System or online English Teaching Services
catering to foreign/local students/clients, desires to engage the services of teachers with the necessary qualifications such as, but not limited
to, English proficiency, efficiency, productivity, hard work, initiative, resourcefulness, commitment to one’s work, punctuality, teamwork,
optimism towards work and professionalism;

WHEREAS the SECOND PARTY represents himself/herself to the FIRST PARTY as being proficient in the English language and having the skills
and qualifications required by the FIRST PARTY to provide English teaching services to all students of the FIRST PARTY;

WHEREAS the FIRST PARTY desires to avail itself of the services of the SECOND PARTY to provide computer-based online teaching to the FIRST
PARTY’s foreign/local students/clients;

NOW, THEREFORE, this Contract for Services is executed subject to the following terms and conditions, to wit:

1. INDEPENDENT CONTRACTOR.
The SECOND PARTY is at all times under this Contract for Services an Independent Contractor and NO employer-employee nor
principal-agent relationship shall exist between the FIRST PARTY and the SECOND PARTY. Nothing in the provisions contained herein
shall be construed as creating a principal-agent or an employer-employee relationship between the parties, nor constituting the
SECOND PARTY as an employee, agent, partner, or joint venture of the principal. Neither shall the SECOND PARTY’s employees or
sub-contractors, if any, or the latter’s employees, be deemed employees of the FIRST PARTY.

Not being the employer of the SECOND PARTY who is an Independent Contractor, the FIRST PARTY shall not be responsible for the
SECOND PARTY’s membership in and contributions to social welfare institutions, whether in Egypt or in the country of residence of
the SECOND PARTY. Neither shall the FIRST PARTY be responsible for any tax liabilities of the SECOND PARTY, whether in Egypt or
in the country of his/her residence.

2. TERM.
This Contract for Services shall continue to be effective until either party, without need for cause, pre-terminates this Contract for
Services by giving thirty (30) days' prior written notice to the other party; Provided that in case of any violation by the SECOND
PARTY of any of the terms and conditions herein, the FIRST PARTY shall have the right to immediately pre-terminate this Contract
for Services by serving written notice to the SECOND PARTY.

In the event of the pre-termination of the Contract for Services by the FIRST PARTY, the SECOND PARTY is entitled to collect only
the fees he/she will earn up to the end of his/her service under this Contract for Services.

In the event of the pre-termination (without notice) of the Contract for Services by the SECOND PARTY, the FIRST PARTY will not
be entitled to pay any compensation to the SECOND PARTY for any given sessions during the said period as a penalty of no
commitment, which will harm the FIRST PARTY’s reputation and cause client dissatisfaction.

3. TRAINING AND MATERIALS.

The SECOND PARTY shall undergo introductory training for a period of five (5) business days. Followed by an evaluation period of
thirty (30) days. During the training & evaluation period, the SECOND PARTY shall be oriented on the system of the English teaching
services, undergo screening and evaluation, providedType by the your
FIRST text
PARTY, and shall be evaluated if fit to perform as an English
Teacher of the FIRST PARTY. The SECOND PARTY shall be given material deemed fit as guidelines in the conduct of teaching English
classes.

First Party Second Party 1

Signature ___________________________________
Omar Abdelfattah Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

For the duration of the training, the SECOND PARTY shall be monitored, evaluated, and observed by the FIRST PARTY based on
his/her skills and competence in providing quality teaching services. The training term may be modified at the sole discretion of the
FIRST PARTY.

After the introductory training period, the evaluation period and during the term of this Contract for Services, the FIRST PARTY may
from time-to-time conduct training sessions geared towards the improvement of the quality of service provided to the
students/clients.

4. SCHEDULING.
During the term of this Contract for Services, the SECOND PARTY has agreed to commit 16 hours every week. The said hours are to
be for strictly conducting lessons.

The SECOND PARTY shall regularly submit a schedule of his/her preferred class time slots during which he/she is available to conduct
classes (“availability time slots”) every month. If the SECOND PARTY wishes to amend the working hours availability, the request
must be sent to the FIRST PARTY by email or the approved forms, once approved; it will be printed and attached to this contract in
the SECOND PARTY’s HR file.

5. VENUE OF SESSIONS.
The SECOND PARTY shall conduct audio and video online English teaching at his/her own home. The SECOND PARTY must provide
his/her own internet connection and equipment including, but not limited to, personal computer/laptop, headset , and webcam.
The SECOND PARTY shall solely be responsible for all fees and costs associated with the teaching services and for the maintenance
of all computer hardware and equipment required in rendering the teaching services at home.

6. OBLIGATIONS OF THE FIRST PARTY.

The FIRST PARTY shall:

a. Pay the SECOND PARTY’s fees in accordance with Clause 17 of this Contract for Services.
b. Conduct training sessions for the SECOND PARTY at such intervals deemed appropriate by the FIRST PARTY and provide
the SECOND PARTY with material deemed fit to serve as guidelines in conducting the teaching classes.

7. OBLIGATIONS OF THE SECOND PARTY

The SECOND PARTY shall provide computer-based online teaching services to the FIRST PARTY’s foreign/local students/clients to
the best of his/her ability with due care, skill, and expertise, while maintaining the highest degree of propriety and professionalism
in providing such services and, at all times, carrying out his/her duties in accordance with applicable law and rules and regulations
of the FIRST PARTY. Without limiting the generality of the foregoing, the following are the non-exclusive and non-exhaustive specific
obligations of the SECOND PARTY:

A. IN FAVOR OF THE COMPANY

a. To have a valid money transfer method that the FIRST PARTY permits using for payment transfers.
b. To provide the FIRST PARTY true, accurate, current, and complete information about his/her personal profile and
maintain and regularly update his/her personal profile to keep it true, accurate, and precise. In case of violation of this
obligation, the SECOND PARTY shall be liable to pay liquidated damages in the amount of Three Thousand (EGP 3,000)
Egyptian Pounds in favor of the FIRST PARTY without prejudice to the filing of criminal and other cases against the
SECOND PARTY.
Mere random mistakes or unintentional lapses in giving out personal information is not a violation. Provided, that the
SECOND PARTY has no intention to deliberately misrepresent himself/herself to the point of defrauding or deceiving the
company in a way that the latter would avail the SECOND PARTY’s services.
c. To refrain from using false identities, pseudonyms, and aliases, misrepresenting himself/herself as being affiliated with
a third party or any entity, uploading photographs of celebrities or other famous people in his/her teacher account profile
and feigning his/her age, identity and current or previous positions and qualifications.
d. To attend training sessions provided by the FIRST PARTY for the improvement of the quality of service provided to the
students/clients, and actively participate therein.
e. To submit his/her schedule of availability time slots regularly and punctually and to be ready, punctual, and available to
conduct classes during all his/her availability time slots.
f. To login to his/her teacher’s account and be ready for their sessions at least (10) minutes before the first committed time
slot of the day. The failure of the SECOND PARTY to login on time or the cancellation of classes without prior notice shall
warrant the imposition of penalties in accordance with the QUALITY CONTROL SYSTEM against the SECOND PARTY upon
the discretion of the FIRST PARTY.
g. To use the FIRST PARTY’s website for the sole purpose of teaching and other related activities.
Type your text
h. To refrain from using an account issued by the FIRST PARTY to another teacher in logging into the FIRST PARTY’s website
or any other program or allowing another teacher or any other person to use the SECOND PARTY’s account.
i. To endeavor to improve the quality of services provided to attract more students to avail the services of the FIRST PARTY.

First Party Second Party 2

Signature ___________________________________
OMAR Abdelfattah Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES Ty

j. To treat with utmost confidentiality all information made known or disclosed to the SECOND PARTY in the course of
his/her teaching classes, any information which has been or may have been supplied to the SECOND PARTY by the FIRST
PARTY during the execution of this Contract for Services and all information about the FIRST PARTY and the students,
and shall not divulge or share said information to any third party even after the termination of this Contract for Services,
without the prior written consent or authority of the FIRST PARTY and the students. In case of a violation of the foregoing,
the SECOND PARTY shall be liable for liquidated damages in favor of the FIRST PARTY in the amount of Three Thousand
(EGP 3,000) Egyptian Pounds without prejudice to the filing of criminal and other cases against the SECOND PARTY.
k. To refrain from soliciting or accepting solicitation from, or by any third party on behalf of, current or former clients of
the Company, or entering a contractual relationship to provide the same or similar online English teaching services as
provided through the FIRST PARTY during the effectivity of this Contract for Services and for a period of three (3) months
after its termination. In case of violation of this obligation, without the prior written consent or authority of the FIRST
PARTY, the SECOND PARTY shall be liable for liquidated damages in favor of the FIRST PARTY in the amount of Three
Thousand (EGP 3,000) Egyptian Pounds.
l. To refrain from engaging in, contracting with, or being employed in other online English teaching services of similar
nature and/or related with the business of the FIRST PARTY during the effectivity of this Contract for Services and for a
period of three (3) months after its termination. In case of a violation of this obligation, without the prior written consent
or authority of the FIRST PARTY, the SECOND PARTY shall be liable for liquidated damages in favor of the FIRST PARTY
in the amount of Three Thousand (EGP 3,000) Egyptian Pounds.
m. To undergo into medical/drug testing upon request by the FIRST PARTY at a government accredited institute to be
nominated by the FIRST PARTY, at the expense of the FIRST PARTY. This is to be carried out for the purposes of
determining the SECOND PARTY’s physical and mental fitness to perform the functions of his/her job.

B. IN FAVOR OF THE STUDENTS

a. To be able to assess the student and relay this assessment by any mean possible to the student and make sure the
student understands their current level.
b. To be able to conduct regular assessments for his/her students and report assessment results accurately through the
established reporting methods.
c. To prepare a course plan and customize a curriculum for their student. Make sure all lessons have a lesson plan.
d. To prepare the teaching notes and class reports for his/her student after the class.
e. To pay the corresponding penalty in case the SECOND PARTY failed to provide material for his/her student or failing to
report the progress of his/her student.
f. To personally conduct the class for his/her booked committed time slots. The SECOND PARTY is strictly prohibited from
transferring his/her classes to another person in case of his/her unavailability for any reason whatsoever.
g. To be punctual and start and finish the class on time.
h. To conduct the audio/video lesson using a laptop/PC in a quite environment with a good stable internet connection.
i. To give the student at least 55 minutes of the 60-minute session and not any less.
j. To give assignments and material to be done by the students after each lesson conducted during the course.
k. To devote full attention to and concentration on his/her work while conducting teaching classes by, among others, not
doing any activity not related to the class such as, but not limited to, accessing internet sites not related to the class,
using personal cellular phones, other computers, and similar gadgets, watching television, listening to the radio, and
interacting with anyone other than the student. The SECOND PARTY is aware that all forms of communication during
class including, but not limited to, instant messaging, e-mail, and telephone may be recorded and monitored by the FIRST
PARTY during committed hours.
l. To conduct the lesson in a quiet environment that is conducive for learning. The SECOND PARTY shall always avoid noisy,
disruptive, and inappropriate locations when conducting lessons.
m. To show interest in conducting the class, promptly attend to any request made by a student pertaining to specific lessons
and monitor the student’s development.
n. To prepare the teaching notes for his/her student after the class and update the Student File.
o. To maintain a professional relationship with students, and strictly comply with the following guidelines:
I. The interaction between the SECOND PARTY and his/her students shall strictly be limited to the teaching lessons,
and the SECOND PARTY shall not contact his/her student for any other purpose. Any contact between the
SECOND PARTY and the student should be done through official communication medium only, or in the FIRST
PARTY’s website. If the SECOND PARTY is asked by his/her student on any matter not strictly related to the
teaching lessons, he/she should report such fact to the FIRST PARTY.
II. The SECOND PARTY shall not receive any compensation of any form, gifts, or rewards from the student without
approval of the FIRST PARTY and must report to the FIRST PARTY in case asked by his/her student to accept the
same.
III. The SECOND PARTY shall not inquire about the personal information of any of the students nor give his/her own
personal information. Personal information includes, but is not limited to, phone number, home address, social
media accounts and email address.
IV. The SECOND PARTY shall not solicit from his/her students any kind of fee, gift, gratuity, favor, entertainment,
loan, or anything of monetary value. The SECOND PARTY should also avoid soliciting the same in exchange for
sexual favors, request for sexual favors and commit any verbal or physical act of a sexual nature. In the event
that it is the student who initiates the sexual advances to the SECOND PARTY, the latter should immediately end
the teaching session and inform or notify the FIRST PARTY of the incident.

First Party Second Party 3

Signature ___________________________________ Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

8. GUIDELINES.
The FIRST PARTY shall issue guidelines, protocols, rules, and regulations governing code of conduct, discipline, safety and security,
work schedule, standard operating procedures of the FIRST PARTY, use of the FIRST PARTY’s properties, access to confidential
information, and such other regulations necessarily related to the conduct of the business of the FIRST PARTY. Such rules,
regulations and policies may be amended, modified, changed, and supplemented by the FIRST PARTY at any time it deems proper
without the consent of any party, including the SECOND PARTY.

The rules and regulations set forth in the Practical Guidelines for Teachers and the Quality Control System shall form part of the
Contract for Services.

9. DISCIPLINARY ACTIONS.
The FIRST PARTY reserves the right to impose disciplinary actions against erring teachers, who committed acts or omissions
prejudicial to the interest of the FIRST PARTY. The FIRST PARTY shall warrant a penalty depending on the nature and gravity of the
offense and upon careful perusal of the facts and findings against the SECOND PARTY.

10. DRUG POLICY.

SECOND PARTY may NOT possess, bring onto company premises, be under the influence of, use, transfer, or attempt to sell any
form of narcotic, depressant, stimulant, or hallucinogen, the possession, use, transfer, or sale of which is prohibited by law while
under contract with the FIRST PARTY. Violation of this policy shall be a ground for termination of contract.

11. CRIMINAL ACTS.

In case the FIRST PARTY discovers that the SECOND PARTY committed, convicted, or is committing a crime, FIRST PARTY may
terminate the contract of the SECOND PARTY.

12. RECORDING.
The SECOND PARTY agrees that all forms of communication conducted during work through instant messaging, e-mail, audio calls,
all or any part of teaching lessons will be recorded by the FIRST PARTY. The SECOND PARTY also agrees that he/she may install
devices and software to allow the recording of his/her teaching sessions. The FIRST PARTY shall reserve the right to review the
teaching sessions for any purpose.

The SECOND PARTY agrees that all classes conducted must be recorded and the failure to provide a recording of a certain class will
result in the deduction of this class’s fee and subject to the QUALITY POINTS SYSTEM.

13. SEXUAL HARRASSMENT.

It is the policy of the FIRST PARTY to protect its teachers and students from any harassment, verbal or physical, on account of the
teachers’ or students’ sex. For purposes of this Clause, sexual harassment is a behavior of a sexual nature which is unwelcome and
personally offensive to its recipients such as, but not limited to unwelcome sexual advances, requests for sexual favors and other
verbal or physical conduct of a sexual nature, regardless of whether the same is favorably acted upon or rejected by the object of
said sexual harassment, when:
a. submission to such conduct is made explicitly or implicitly a condition of an individual's work.
b. submission to or rejection of such conduct is used as a basis for entering into the Contract for Services; or
c. the harassment has the purpose or effect of unreasonably interfering with the teacher’s work performance or
creating an environment which is intimidating, hostile or offensive to the teacher.
d. the teacher experiences verbal or visual sexual abuse from his/her student when conducting teaching classes.
e. the teacher is the one making sexual advances to his/her students.
The following are non-exhaustive or non-exclusive examples of unlawful harassment:
a. Unwelcome sexual advances. This means patting, pinching, brushing up against, hugging, kissing, fondling, or any
other similar physical contact considered unwelcome by another individual. This also includes sexually explicit
words or actions advanced by the student to his/her teacher or the teacher to his/her student or an offer to engage
in cybersex or internet sex while conducting on-line teaching classes.
b. Requests for demands for sexual favors. This includes subtle or blatant pressures or requests for any type of sexual
favors accompanied by an implied or stated promise of preferential treatment or negative consequence concerning
one's employment status or work.
c. Verbal abuse or kidding that is sex-oriented and considered unwelcome by another individual. This includes
commenting about an individual’s body or appearance where such comments are beyond mere courtesy, telling
‘dirty jokes’ that are clearly unwelcome and considered offensive by others or any other tasteless, sexually oriented
comments, innuendoes or actions that offend others.
d. Engaging in any type of sexually oriented conduct that would reasonably interfere with another's work
performance. This includes extending unwanted sexual attention to someone that reduces personal productivity
or time available to work at assigned tasks.

First Party Second Party 4

Signature ___________________________________
Omar Abdelfattah Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

e. Creating a work environment that is intimidating, hostile or offensive because of unwelcome sexually- oriented
conversations, suggestions, requests, demands, or physical contacts.

The SECOND PARTY shall not commit any act of sexual harassment against his/her students in the course of conducting teaching
lessons. Should, at any time, the SECOND PARTY feels that he/she has been sexually harassed, he/she should immediately report
the matter to the FIRST PARTY.

The SECOND PARTY shall not commit sexual advances to or engage in cybersex activities with his/her students through any means.
For this purpose, sexual advances include any abusive activity made through video call, including, but not limited to, showing the
student obscene things, removing his/her clothes, suggesting that the student perform a sexual act, and other similar acts, w hile
cybersex shall mean any sexually oriented communication between two people online via text, audio, or video chat.

In the event that it is the student who initiates the sexual advances to the SECOND PARTY, the SECOND PARTY shall immediately
terminate the class and inform the FIRST PARTY.

14. NO MINIMUM.
The SECOND PARTY is NOT guaranteed any minimum number of classes. The FIRST PARTY reserves the right to remove or withdraw
the SECOND PARTY’s committed time slots from the FIRST PARTY’s website & system.

15. WITHDRAWAL OF CLIENTS.

The FIRST PARTY reserves the right to withdraw scheduled clients if said clients request a change in schedule or instructor.

16. ABSENCES.
The SECOND PARTY is required to be online at least (10) minutes before the first slot starts. Otherwise, the SECOND PARTY will be
subject to the QUALITY CONTROL SYSTEM which would lead to the direct deduction from the current month’s compensation.

17. FEE.
The SECOND PARTY shall receive the fees in accordance with the following table:

Rate per Hour: 40 – 80 EGP + up to 10% Bonus

RANK (Done hours NEW BRONZE SILVER GOLD DIAMOND
with OTO Courses) 0-100 Hours 101-500 Hours 501-1000 Hours 1001-2000 Hours 2001+ Hours
Course Done No Show Done No Show Done No Show Done No Show Done No Show
Basic English 40 20 45 22.5 50 25 55 27.5 60 30
General English 40 20 45 22.5 50 25 55 27.5 60 30
English for Kids 40 20 45 22.5 50 25 55 27.5 60 30
Adv. Conversation 40 20 45 22.5 50 25 55 27.5 60 30
Business English 60 30 65 32.5 70 35 75 37.5 80 40
Test Preparation 60 30 65 32.5 70 35 75 37.5 80 40
School English 60 30 65 32.5 70 35 75 37.5 80 40
*The rates mentioned in the above table are exclusive of any applicable taxes.
*Teacher RANK changes only at the beginning of the month, therefore the hourly rate will only change once the RANK changes. Example: If Teacher A joins in June and
teaches 120 hours in June, Teacher A rate for the 120 hours will be at the “NEW” rank. It will not be 100 paid at the NEW rank and 20 hours at the “BRONZE” rank, on the
1st of July, their rank will be “BRONZE”, and all sessions taught in July will be calculated at the “BRONZE” rank.
*Teacher must bear all payment withdrawal fees.

The SECOND PARTY acknowledges that the payments will be done on the 15th of every month, and for the previous month. Example:
The payment for the accounting period: 1st of March to the 31st of March will be paid on the 15th of April.

The SECOND PARTY acknowledges that any failure, defect or incompleteness in the class including, but not limited to, deviation by
the SECOND PARTY from any of the procedures required by the FIRST PARTY and the conduct of the class for less than sixty (60)
minutes due to any reason whatsoever, including, but not limited to, problems with internet connection, computer hardware or
power, may be considered as a failure of conducting the class. In such case, the FIRST PARTY reserves the sole right to determine
whether said class should be credited in favor of the SECOND PARTY for purposes of computing the SECOND PARTY’s fees.

The SECOND PARTY also acknowledges that the FIRST PARTY offers different rates and conditions to its different teachers, at the
sole discretion of the FIRST PARTY.

First Party Second Party 5

Signature ___________________________________
Omar Abdelfattah Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

18. WEBSITE.
The SECOND PARTY consents to the uploading of his/her photograph and personal details, including, but not limited to, name, age,
school, and educational attainment, at the FIRST PARTY’s website for access by current and prospective students and the general
public.

The FIRST PARTY shall have the exclusive prerogative to control and determine the contents, data, or information to be published
in the FIRST PARTY’s website and the presentation of any and all such contents, data, or information.

The SECOND PARTY agrees that the FIRST PARTY has full and total control of the FIRST PARTY’s website and the FIRST PARTY may,
at any time and for any reason, delete or remove or change without notice any website content that the SECOND PARTY has
uploaded in the FIRST PARTY’s website.

The SECOND PARTY is obliged to make and secure back-up copies of his/her data, records and notes that are uploaded in the FIRST
PARTY’s website.

19. DISCLOSURE OF PERSONAL INFORMATION.

The FIRST PARTY shall not disclose the SECOND PARTY’s personal information to a third party unless required by law. The FIRST
PARTY reserves the right to disclose the SECOND PARTY’s personal information under the following circumstances:

a. The FIRST PARTY merely responds to subpoenas, court orders, or legal process.
b. The FIRST PARTY believes that it is necessary to share information in order to investigate, prevent or take action
regarding illegal activities, suspected fraud and situations involving potential threats to the physical safety of
another person; or
c. After being acquired by or merged with another company. In this event, the FIRST PARTY shall notify the SECOND
PARTY before the information is transferred and becomes subject to a different privacy policy.

20. INTELLECTUAL PROPERTY.

The FIRST PARTY’s name and logo, and any and all documents, outlines, manuals, modules, website contents and materials of any
type or form, which may be the lawful subject matter of copyright or intellectual property protection (“Intellectual Property ”) and
which the FIRST PARTY has made available to the SECOND PARTY in connection with this Contract for Services shall be exclusively
owned by the FIRST PARTY.

The SECOND PARTY agrees that it does not and shall not hold any interest in the Intellectual Property provided by the FIRST PARTY
for use by the SECOND PARTY in connection with the teaching services rendered under this Contract for Services. The SECOND
PARTY shall not copy, reproduce, or use in any way said Intellectual Property for any purpose unrelated to the performance of
services under this Contract for Services, without the prior written consent of the FIRST PARTY.

This clause shall survive the termination of this Contract for Services.

21. CONFLICT OF INTEREST.

It is understood and agreed by the FIRST PARTY and the SECOND PARTY that in the case of dealing with a competitive service
provider in the same field or being a direct competitor to the FIRST PARTY by owning or operating a business of the same field
without prior written consent of the FIRST PARTY will be considered as a conflict of interest which leads to the direct termination
of this Contract for Services, and the SECOND PARTY shall be liable for liquidated damages in favor of the SECOND PARTY in the
amount of Ten Thousand (EGP 10,000) Egyptian Pounds without prejudice to the filing of criminal and other cases against the
SECOND PARTY.

22. SEVERABILITY.
In the event that any portion of this Contract for Services is deemed invalid or unenforceable, such portion shall be deemed severed
and the parties agree that the remaining portions of this Contract for Services shall remain in full force and effect. All terms,
conditions, and provisions of this Contract for Services shall be binding and enforceable upon the parties and their heirs, executors,
administrators, principals, successors, etc.

23. COUNTERPARTS.
This Contract for Services may be executed in counterparts and such parts so executed shall form one original document and be
read and construed as if one copy of the Contract for Services.

24. ENTIRE AGREEMENT AND AMENDMENT.

This Contract for Services sets forth the complete understanding of the parties and any prior agreement, oral, or written, between
the parties is hereby declared of no further force and effect. Any amendment to this Contract for Services must be in writing and
mutually signed by the parties.

First Party Second Party 6

Signature ___________________________________
Omar Abdelfattah Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

25. NON-WAIVER OF RIGHTS.

The failure of one party to insist upon a strict performance of any of the terms, conditions, and covenants hereof, shall not be
deemed a relinquishment or waiver of any right/remedy that said party may have, nor shall it be construed as a waiver of any
subsequent breach of the same or other terms, conditions, or covenants. Any waiver, extension, or forbearance of any of the terms,
conditions, and covenants of this Contract for Services by any party hereto shall be in writing and limited to the particular instance
I'm
only and shall not in any manner whatsoever be construed as a waiver, extension or forbearance of any other terms, conditions
and/or covenants of this Contract for Services.

26. ASSIGNABILITY.
This Contract for Services may not be assigned, in whole or in part, by either party without the prior written consent of the other
party.

27. TERMINATION.
Upon the termination of this Contract for Services for any reason whatsoever, the SECOND PARTY shall:
a. Return to the FIRST PARTY or destroy all copies of any and all Intellectual Property that may be in the possession
of the FIRST PARTY.
b. For a period of three (3) months from the date of such termination, the SECOND PARTY shall not solicit or accept
solicitation from, or by any third party on behalf of, current or former clients of the Company, or enter into a
contractual relationship to provide the same online English teaching services as provided through the FIRST PARTY;
and
c. For a period of three (3) months from the date of such termination, the SECOND PARTY shall not engage into,
contract with, or be employed in another business of similar nature and/or related with the online English teaching
services of the FIRST PARTY.

In case of violation of the foregoing without prior written consent of the FIRST PARTY, the SECOND PARTY
shall be liable for liquidated damages in the amount of Three Thousand (EGP 3,000) Egyptian Pounds.

28. CONFLICTS.
Both parties will refer any dispute arising out of or in connection with this Contract for Services to the exclusive jurisdiction of the
law of Arab Republic of Egypt. Egyptian Courts shall resolve any conflicts arising out of, or in connection with, this Contract for
Services.

IN WITNESS WHEREOF, the parties have here unto affixed their signature on the data and at the place first written above.

First Party Second Party

Mr. Ahmed Badr ________________________

Chief Operating Officer Instructor

________________________ ________________________
Omar Abdelfattah Ibrahim

First Party
Omar Abdelfattah
Second Party 7
Signature ___________________________________ Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

Instructor Terms & Conditions

To ensure a smooth learning process for the students and a comfortable work environment for you, the following terms and
conditions have been placed. 

Last Revision: 1st of June 2022

Quality Control System (QCS)

The Quality Control System (QCS) is a point-based system that is reset every month to measure your performance
academically (as an educator) & administratively. It is very important that you make sure you gain the minimum points for
the longest time to make the biggest bonus and avoid any deductions.

A. A pay slip is issued at the beginning of every month describing the bonuses and penalties as well as the net
payment due on the 15th of every month.
B. QCS points are reset every 30 days.
C. Official warnings are reset every 6 months.
D. You may not receive more than 2 official warnings.
E. A bad review by a student will disqualify for bonuses (upon investigation)
F. A student being transferred to another instructor will disqualify for bonuses (upon investigation)
G. Other QCS points will be investigated by the management.
H. This list will always be updated so please check it regularly.

Bonus System
A. Maintaining less than 5 QCS points for 30 days will grant the instructor a 5% bonus
B. Maintaining less than 5 QCS points for 60 days will grant the instructor a 10% bonus
C. Shooting videos on the OTO premises for OTO will entitle you to 100 LE per video posted online. (Only posted
videos will be paid)
D. Bonuses are only applicable if you have more than 52 Done sessions during the month.
E. The instructor is entitled for a 25 LE bonus per student renewal. A renewal is when a student makes 2 payments
within 60 days with the same instructor. The instructor must claim the bonus before the payslip is issued.

Penalty System
A. 5 to 10 points in 30 days will receive HR and Education coaching
B. 11 to 20 points in 30 days will result in a 5% salary deduction + HR and Education coaching
C. 21 to 30 points in 30 days will result in a 10% salary deduction + HR and Education coaching
D. 31 or more points in 30 days will result in a 20% salary deduction + HR and Education coaching + Official warning
letter

First Party
Omar Abdelfattah
Second Party 8
Signature ___________________________________ Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

Rule Description QCS

Notes
Points

Academic & Administrative

A. Failure to follow first session or last session procedures. 4
B. Failure to update the Session Report after every Done session within 24 hours 1
of the session.
C. Failure to update the Course File after the first Done session within 24 hours 2
of the session.
D. Failure to submit assessment reports for Corporate Students (Initial or 5
Progress) within 48 hours of the first session or the last session.
E. Instructors must record all sessions given using the 3rd party software 5
recommended by the Tech team. Such recordings must be stored on the
instructor’s Laptop/PC/Cloud for a minimum of 60 days. Failure to submit a
requested session recording file within 24 hours of the request.
F. More than 12 hours to respond to the private Microsoft Teams Channel. 2
G. Failure to attend any 1-to-1 coaching session/meeting/training. 4
H. Receiving 3 coaching sessions for the same issue. 5 Warning Letter
I. Conducting a session with no camera. 3
J. Further academic issues will be investigated by the concerned departments -
and the penalty will depend on the results.

Rescheduling & Cancellations:

A. The instructor is allowed to cancel a maximum of 2 sessions for every 8-hour 1
course per student. Such cancellations should be done before the session
time by more than 8 hours.
B. If an instructor cancels a session more than 8 hours away from the session 2 1 Session
time and is more than the 2 allowed sessions per course, the student will have Deduction & No
the right to change the instructor and the student will be refunded the said Bonuses
session + 1 bonus session to be deducted from the instructor’s pay.
C. If a student cancels a session less than 8-hours away from the session time. -
The session will be considered as a No-Show for the student and will be half-
paid to the instructor.
D. The instructor is allowed one technical cancellation for every 8-hour course -
without any penalties. (upon investigation)
E. Students are not allowed to book sessions closer than 24 hours from the time -
of booking. The instructor will be notified once a booking is made.
F. If a student cancels or reschedules 2 sessions in a row, the instructor MUST -
report the cancellation to the support team in order to investigate, if the
student is unreachable, the student will be dropped from the instructor’s
schedule.
G. If the instructor cancels a session less than 8 hours away from the session 2 1 Session
time, the student will be refunded the said session + 1 bonus session to be Deduction & No
deducted from the instructor’s fee. Bonuses
H. Rescheduling morning sessions (8 am to 12 pm) must be done before 8 pm on -
the previous day in order to avoid less than 8-hour cancellations.
I. The instructor is allowed to cancel ONE day's sessions per month for an -
emergency without any QCS points (Must provide proof of Emergency).

Lateness Policy:
A. The student and the instructor are allowed to be late for a maximum of 5 -
minutes without any penalties.

First Party Omar Abdelfattah Second Party 9

Signature ___________________________________ Signature ___________________________________
 OTO GROUP - CONTRACT FOR SERVICES

B. If the student is late from 6 to 20 minutes, the student will take responsibility -
of his lateness and should not ask for lost time compensation. The instructor
is expected to wait for their student up to 20 minutes only and no longer.
C. The instructor being late for 6 to 10 minutes. 1
D. The instructor being late for 11 to 15 minutes, the instructor should complete 2 1 Session
the session normally and give a bonus full session to be deducted from the Deduction & No
instructor’s pay. Bonuses
E. If the student is late for longer than 20 minutes, the session will be -
considered to be a No-Show by the student and the student will have no right
for compensation of this session. The instructor will be half-paid for this
session.
F. If the instructor is late for longer than 15 minutes, the session will be 8 1 Session
considered as a No-Show by the instructor. The student will be refunded this Deduction & No
session + a bonus session to be deducted from the instructor. Bonuses

Instructor Change Policy:

A. The student has the right to change the instructor after the first session. -
B. The student has the right to change the instructor if the instructor hasn’t -
showed up for the first session.
C. The student has the right to change the instructor if the instructor has -
cancelled or rescheduled more than 2 sessions per 8-hour course.
D. The student has the right to change the instructor if the student is not -
progressing in his English learning process for longer than 16 hours.
E. The instructor has the right to refuse a student if the student has shown bad -
behavior. (Upon investigation)

Vacation & Leave Policy:

A. When requesting a vacation, you must consider the booked sessions on your -
schedule. Their cancellation and removal of availability will be calculated
according to the QCS.
B. When requesting a vacation longer than 3 days, you must apply for it -
(Vacation request Form) at least 1 week ahead in order to avoid vacation
period related issues such as salary, student bookings, system, and
availability.
C. Being in-active for 60 days or more will require a new application and re- -
orientation in order to re-join OTO Courses.

Note:
Such rules, regulations and policies may be amended, modified, changed and supplemented by the Management at
any time it deems proper without the consent of any party, including the instructor.

First Party Second Party

Mr. Ahmed Badr ________________________

Chief Operating Officer Instructor

________________________ ________________________

First Party Omar Abdelfattah Second Party 10

Signature ___________________________________ Signature ___________________________________