CONTRACT FOR SERVICES

This Contract for Services (“Contract”) is made and executed in Makati City, Philippines, by and between:

BIBO GLOBAL OPPORTUNITY, INC., a corporation duly organized and existing under and by virtue
of Philippine laws, with office address at 3/F King’s Court II, 2129 Chino Roces Avenue, Makati City,
Metro Manila, Philippines, represented herein by KENTARO SAKANE, and hereinafter referred to as
the “FIRST PARTY.”

--and--

​Kaifa Diaz Gontinas​

______________________________________________________, of legal age, Filipino, residing at
(first name, middle name, last name)

​Brgy Milagro Ormoc City​

________________________________________________________________________________
(house no., street name, barangay, city, province)
and hereinafter referred to as the “SECOND PARTY.”

WHEREAS, the FIRST PARTY, which is engaged in the business of providing Interactive Tutorial Systems
and online Language Tutorial Services, caters to clients;

WHEREAS, the FIRST PARTY desires to engage the services of SECOND PARTY who has necessary
qualifications such as, but not limited to, proficiency in English and other language(s), commitment to work, and
professionalism;

WHEREAS, the SECOND PARTY represents himself/herself to the FIRST PARTY as having the necessary
skills and qualifications required by the FIRST PARTY to provide online language tutorial services to its foreign clients;

WHEREAS, the FIRST PARTY desires to avail itself of the services of the SECOND PARTY to provide
computer-based online tutorial to its foreign clients;

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

1. SCOPE OF SERVICES. The SECOND PARTY shall provide computer-based online tutorial services to the
FIRST PARTY’s 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.

In performing the agreed services, the obligations of the SECOND PARTY include, but are not limited to, the
following:
■ 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;
■ To regularly and punctually submit his/her schedule of committed time slots and to be ready, punctual,
and available to conduct classes during all his/her committed time slots;
■ To avoid any form of fraudulent transactions and misrepresentations against the FIRST PARTY.
Fraudulent misrepresentation is any false statements indicting the FIRST PARTY of false imputations
which can occur in the form of written or spoken words, posts in social media, or video causing to
discredit or dishonor the reputation of the company.

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 2. LANGUAGE TUTORIAL. The SECOND PARTY is required to teach the English language and may
be directed by the FIRST PARTY to teach another language(s) he/she is proficient in.

3. VENUE OF TUTORIALS. The SECOND PARTY must provide his/her own internet connection and
equipment including, but not limited to, personal computer/laptop, and web camera, in a place convenient and suitable
for conducting lessons. The SECOND PARTY shall solely be responsible for all fees and costs associated with
rendering of the tutorial services and for the maintenance of all computer hardware and equipment required in
rendering the tutorial services outside the FIRST PARTY’s office.

4. INDEPENDENT CONTRACTOR. The SECOND PARTY is at all times under this Contract as an
Independent Contractor. The SECOND PARTY warrants and represents that he/she is engaged in a profession or in
a business of his/her own separate, distinct and independent from the business of the FIRST PARTY and undertakes
to perform the job, work or service on his/her own account and under his/her own responsibility according to his/her
own manner and method, and free from the control and direction of the FIRST PARTY in all matters connected with the
performance of the online tutorial services except as to the results thereof.

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 an employer-employee or
a principal-agent relationship between the parties.

The SECOND PARTY, as an Independent Contractor, shall be solely responsible for his/her membership in
and contributions to social welfare institutions as prescribed by the law of the country (s)he is residing.

5. BUSINESS PERMIT. As an Independent Contractor, the SECOND PARTY is responsible to comply

with government requirements mandatory for self-employed individuals during the term of the contract.

6. TUTORS WORKING OVERSEAS. In case the SECOND PARTY decides to live overseas outside
the Philippine jurisdiction and continues to work under this contract for services, the SECOND PARTY is bound to all
the obligations and terms arising from this contract including among others, payment method for the services provided
and the obligation to pay taxes. SECOND PARTY shall relieve the FIRST PARTY of any suits, judicial reliefs, penalties,
and accountabilities that may be imposed by lawful authorities when working or living abroad.

7. ​2024-01-21​
TERM. This Contract shall commence on ____________________________ and shall be valid for
one (1) year unless sooner terminated by mutual agreement of the parties. Failure to notify the FIRST PARTY of the
termination of the contract within thirty (30) days before the expiration period is deemed renewed for all purposes.

Either party may pre-terminate this Contract WITHOUT CAUSE at any time before the end of the term by
giving the other party a written notice of termination at least thirty (30) days before the effectivity thereof. Provided, that
in case of any violation by the SECOND PARTY of any of the terms and conditions herein (e.g. breach of contract), the
FIRST PARTY shall have the right to immediately pre-terminate this Contract without need of court action, effective
upon notice to the other party of such termination with a right to claim damages and penalties, if any, against the
SECOND PARTY.

8. DEACTIVATION. In case the SECOND PARTY is deactivated, this Contract is deemed terminated.
Deactivation means the SECOND PARTY fails to teach for more than ninety (90) days counted from the last day a
class is conducted.

9. FEE. The SECOND PARTY shall receive a fee of PHP 65.00 only, for every 25-minute completed
lesson. SECOND PARTY shall pay for the tax liabilities, if any, arising from the said
​ transaction.
The SECOND PARTY agrees to the Rules and Guidelines set forth by the FIRST PARTY in the conduct of its
operations. The SECOND PARTY consents to the deductions from the service fees in the event of penalties for lesson
cancellations and violations of the SECOND PARTY.

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 The SECOND PARTY acknowledges that any failure, defect, or incompleteness in the class by his/her own
fault or negligence 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 twenty-five (25) minutes due to, but not limited to,
problems with internet connection, defects in the computer hardware or power supply, may be considered as a failure
of conducting the class. In such instances, the FIRST PARTY reserves the right to determine whether said class should
be credited in favor of the SECOND PARTY for purposes of computing the SECOND PARTY’s fees. This clause does
not apply to the failure to conduct the class because of the fault or negligence of the FIRST PARTY’s clients.

10. QUALITY OF LESSONS. The SECOND PARTY shall maintain professionalism and the standard
quality of lesson prescribed by the FIRST PARTY. Failure to do otherwise may result in the cessation of this Contract.

11. CORE RULES. FIRST PARTY establishes guidelines to regulate the conduct of the business and to
maintain the quality of the lessons. It is in no way intended to control the means and methods of the tutorial classes
conducted by the SECOND PARTY. The Core Rules will form part of this contract as any violation committed may
constitute breach thereof. The penalties described in Section 14 of this contract may apply for breach of the rules
described in this section.

12. NON-POACHING. The SECOND PARTY is prohibited from taking any action that would lead
students or tutors of the FIRST PARTY to take lessons with or work for tutorial services other than those provided by
the FIRST PARTY. Additionally, the SECOND PARTY is specifically forbidden to hire, to sell online tutorial services to,
or enter into a contract or other business agreement related to online tutorial services with any of the FIRST PARTY’s
tutors or students.

This section will come into effect from the start date of the SECOND PARTY’s contract and will continue for
one (1) year from the effectivity date of the termination of the SECOND PARTY’s contract regardless of the reason for
termination. The SECOND PARTY undertakes to report to the FIRST PARTY any attempts by tutors or students of the
FIRST PARTY to get them to break the rules of this section.

If the SECOND PARTY is found to have violated the rules outlined in this section the FIRST PARTY may
apply the penalties described in Section 14.

13. CONFLICT OF INTEREST. The SECOND PARTY is required to inform the FIRST PARTY of any
other language tutorial services that they work or volunteer for. If the FIRST PARTY has a justifiable reason to see this
as a conflict of interest with the SECOND PARTY’s work for the FIRST PARTY (for example a history of student
poaching by employees of the particular tutorial service), the FIRST PARTY will ask the SECOND PARTY to choose to
continue their work with either the FIRST PARTY or the other language tutorial service(s).

If the SECOND PARTY is found to have violated the rules outlined in this section the FIRST PARTY may
apply the penalties described in Section 14.

14. PENALTIES. In case of a wilful violation or breach of any of the provisions of this Contract, which
can be reasonably deemed to have caused material damage to the FIRST PARTY, the SECOND PARTY shall be
liable for liquidated damages up to the amount of Ten Thousand ($10,000.00) US Dollars plus forfeiture or deduction
of the service fees, if any, at the discretion of the FIRST PARTY.

15. DATA PRIVACY. Upon signing this contract, the SECOND PARTY consents to the Data Privacy
Policy of the FIRST PARTY and allows the FIRST PARTY to obtain the personal information of the SECOND PARTY.

SECOND PARTY also agrees to the uploading of his/her photograph, video, and sensitive information,
including, but not limited to, name, age, nationality, school and educational attainment, in FIRST PARTY and

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 associated websites for access by current and prospective clients and the general public. As such, the FIRST PARTY
may, at any time and for any reason, delete, remove, or change the websites without notice from SECOND PARTY.

SECOND PARTY, when chosen to endorse, represent, or to promote the FIRST PARTY’s tutorial services
for branding and advertising, grants the FIRST PARTY and its representatives, the permission either wholly or in part,
the perpetual, irrevocable, and unrestricted right to exclusively use, utilize, and to publish the SECOND PARTY’s
images and videos intended for promotional and marketing purposes by the use of various channels, websites, and
social media platforms. The SECOND PARTY acknowledges that the results and proceeds of the services provided
hereunder, including without limitation all videos, images, contents, themes, materials, and designs developed, is
owned by FIRST PARTY for all purposes in perpetuity. SECOND PARTY hereby assigns and transfers all right, title,
ownership and interest therein, present and hereafter ascertained, including all copyrights therein, without any
restriction as to use, to the FIRST PARTY.

FIRST PARTY prohibits the SECOND PARTY from uploading any digitized or media contents to the FIRST
PARTY’s sites, or in the course of lessons being provided, that SECOND PARTY has no copyright ownership nor
permission from the owner/author of the contents for publication.

More so, the SECOND PARTY agrees that any actions performed during lessons may be recorded by the
FIRST PARTY, which may include, but is not limited to, video and audio recordings of lessons, media uploads,
contents of chat and lesson notes, navigation data through the site, and interaction data such as highlighting, drawing,
typing and scroll behavior. The SECOND PARTY grants the FIRST PARTY exclusive, absolute, and irrevocable
ownership over the recorded actions of the SECOND PARTY.

FIRST PARTY may retain SECOND PARTY’s personal data even after the contract ends with the SECOND
PARTY when there is a legitimate interest to retain it. The collected data may be retained and used for quality
monitoring purposes, provision of services, historical references, research and development, process improvement,
and advertising. The FIRST PARTY also reserves the right to share the collected information, which may include the
video and audio recordings to third parties for the foregoing reasons.

Please refer to the Data Privacy Notice of the FIRST PARTY for detailed information about data privacy.

16. PROVIDED PERSONAL INFORMATION. The SECOND PARTY may be provided by the FIRST
PARTY with personal information regarding all Clients, hereinafter referred to as the Information Security Policy for
Tutors (http://teach.engoo.com/privacy_policy).

SECOND PARTY shall comply with the provisions provided in the Information Security Policy for Tutors, as it
forms part of the Contract. Any violation committed may result in breach thereof.

The FIRST PARTY reserves the right, at its own discretion, to change, modify, add, or remove the terms and
conditions in the information Security Policy for Tutors, in whole and in part, at any time. FIRST PARTY will announce
when there are substantial changes and modifications.

If the SECOND PARTY is found to have violated the rules outlined in this section the FIRST PARTY may
apply the penalties described in Section 14.
17. 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 shall be exclusively owned by the FIRST PARTY.

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 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 tutorial services rendered under
this contract. 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, without the prior written consent of the FIRST
PARTY.

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

18. ASSIGNMENT. The SECOND PARTY is prohibited from assigning or transferring this Contract or
any interest or rights (s)he may have hereunder to another person without the prior written consent and approval of the
FIRST PARTY.

19. 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 by
any party hereto shall be in writing and limited to the particular instance 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.

20. EXCLUSIVE JURISDICTION AND GOVERNING LAW. The FIRST PARTY and the SECOND
PARTY agree to submit to the personal and exclusive jurisdiction of the courts of Manila, Philippines, without regard to
conflict of laws principles, for the purpose of resolving any dispute between the parties arising out of, breach or
violations, or conflicts relating to any of the terms and conditions of the Contract, or access or use of service to the
exclusion of any other courts.

21. SEPARABILITY. In case any stipulation, clause, sentence, paragraph or any part of this Contract
shall be declared invalid, the remainder of this Contract, or any provision not affected thereby, shall remain valid and
enforceable between the parties and in force and effect.

IN WITNESS WHEREOF, the parties have hereunto affixed their signature on the date and at the place first
written above.

KENTARO SAKANE ​Kaifa Diaz Gontinas​

_______________________________
(FIRST PARTY) (SECOND PARTY)
(Representative of BIBO Global Opportunity, Singapore PTE. LTD.)

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Signature Certificate
Reference number: UGNMK-8GM8T-DFPBM-JJWZN

Signer Timestamp Signature

Kaifa Gontinas
Email: diaz.kaifa@gmail.com

Sent: 21 Jan 2024 14:32:38 UTC

Viewed: 21 Jan 2024 14:32:44 UTC
Signed: 21 Jan 2024 14:35:21 UTC

Recipient Verification: IP address: 158.62.53.53

✔Email verified 21 Jan 2024 14:32:44 UTC Location: Lahug, Philippines

Document completed by all parties on:

21 Jan 2024 14:35:21 UTC

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