CODE OF CONDUCT FOR

REAL ESTATE PROJECT SOLUTIONS LLC

PURPOSE OF THE CODE

The Company values its name and reputation of providing excellent and quality service to its
Clients.

This Code of Conduct is issued in order to guide the VIRTUAL PROFESSIONAL’s undertaking
and performance in his/her service to the Company, its affiliates, subsidiaries, or its Clients and
to ensure high standards of such service.

OBLIGATION OF THE COMPANY

It shall be the responsibility of the Operations Department to conduct regular orientations on the
Code of Conduct in order to ensure that all VIRTUAL PROFESSIONALS have a full and uniform
understanding of the Company’s Code of Conduct. The Human Resource Department may be
consulted regarding policy interpretation, the disciplinary process and appropriateness of penalty.

OBLIGATION OF THE INDEPENDENT CONTRACTOR

The VIRTUAL PROFESSIONAL is expected to perform the Services as defined in the

applicable Independent Contractor’s Agreement, with the highest standard of professionalism
and integrity. The VIRTUAL PROFESSIONAL is expected to comply with all the requirements
of the Company, its affiliates, subsidiaries, or Clients in a timely and effective manner. The
VIRTUAL PROFESSIONAL is expected to use the time allocated for the performance of
Service to perform the Services required by the Company or its Client.

The VIRTUAL PROFESSIONAL is expected to treat the property of the Company, its affiliates,
subsidiaries or Clients with high degree of care and treat all information obtained from his or her
Service in confidence. The VIRTUAL PROFESSIONAL shall not, in any way, share any
information, whether marked confidential or not, to any other party, including fellow VIRTUAL
PROFESSIONAL, UNLESS he or she is given prior written consent by the Company, its
affiliates, subsidiaries, or its Clients (who owns the information).

The VIRTUAL PROFESSIONAL is expected to perform the Services at the agreed date and time
as provided by the Company. In the event that the VIRTUAL PROFESSIONAL is unable to
perform such Services, he or she must immediately inform the Company, at least 24 hours before
the agreed time of performance.

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BREACH OF CODE OF CONDUCT

Should the VIRTUAL PROFESSIONAL fail to comply with this Code of Conduct, such breach
must be directly reported to the Operations Manager as soon as possible. The investigation of such
breach must be completed within seventy-two hours (72) from the time of receipt of notice by the
VIRTUAL PROFESSIONAL. All communications relating to such breach shall be dealt with in
strict confidence.

DEGREE OF OFFENSES

Subject to the decision of the Company, the VIRTUAL PROFESSIONAL, if found guilty of
breach of the Code of Conduct, may be disciplined in accordance with the following manner:

1- MINOR OR FIRST DEGREE OFFENSE – A non-conformance to the rules stipulated in

the COC is considered minor, and in terms of:

- Impact on the business is not detrimental as this may be considered light

misdemeanors. It does not significantly mar the effectiveness of the team, but in
some ways affects professionalism a company image.
- It does not cause any financial loss
- Has minimal impact to the Client, Real Estate Project Solutions LLC, and the
VA security
- Integrity of the Virtual Professional is not in question

2- MODERATE OR SECOND DEGREE OFFENSE - A non-conformance to the rules

stipulated in the COC is considered moderate, and in terms of:

- Impact on the business and the organization causes delay in operations, mars
productivity, and possible loss in opportunities. It also compromises team
effectiveness and relationships, therefore may result in hindering the team to not
complete an assigned project or task, attain its specific objectives, or lead to
dissatisfaction of the customer with the service rendered.
- It may cause a considerable financial loss.
- Has moderate impact although may have a high potential of compromising the
security of Clients, Real Estate Project Solutions LLC, and other Virtual
Professionals.

3- MAJOR OFFENSE – Normally a breach that merits a suspension or even outright dismissal
due to the gravity of the offense, and in terms of:

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 - Impact on the business and the organization may result to disruption to continuity
of work/operations and mars the public perception of the company, which may
even result to Real Estate Project Solutions LLC, to lose its clients.
- Causes financial loss to the company.
- Major is a critical offense that has compromised the safety of client information,
the integrity of the client and/or Real Estate Project Solutions LLC, and the
security of other VPs. It is also classified as any financial compromise within a
program.
- Puts a strong and serious doubt on the offender’s integrity.

4- PRINCIPAL OFFENSE – Defined as violation involving falsification of record, theft, and

offenses against public morals, acts as criminality. This type of offense merits a possible
TERMINATION OF CONTRACT ON FIRST OFFENSE.

TYPES OF OFFENSES

• OFFENSE AGAINST PRODUCTIVITY

• OFFENSE AGAINST INTEGRITY
• OFFENSE AGAINST THE CLIENT
• OFFENSE AGAINST CONDUCT AND DECORUM

OFFENSE AGAINST PRODUCTIVITY

1 - Not cooperating with others in the completion of assigned project.

1 - Abuse of personal privilege (over-breaks and frequent breaks)
1 - Tardiness: three (3) occasions in a month or a total of 15 minutes whichever comes first.
1 - Sleeping while performing service.
2 – Slack time while performing service.
2– Abandonment of Post: Failure to provide service without obtaining permission from
Company, for any reason during normal duty hours.
2 – Refusal without justifiable reason to render extended work hour or day off work or holiday
work when the Virtual Professional has agreed for the schedule prior, thus causing disruption of
Client’s operations.
2 – Malingering (Feigning illness to avoid performance of service)
3 –Negligence of Duty (Lapses in the practice of diligence in the performance of duties and
responsibilities,
may lead to a Grave offense if gross or done habitually).
3 – Poor performance: Inefficiency or poor quality of performance.

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3 – Causing or encouraging a fellow VIRTUAL PROFESSIONAL to commit a company policy
violation
3 – Unauthorized failure to perform service of more than two scheduled workdays
*Other similar or analogous offenses to the foregoing.

OFFENSE AGAINST INTEGRITY

1 - Failure to submit on time necessary documents and information asked from the VP during
Selection and Training.
1 - Failure to complete within specified time pre-contract requirements and needed upgrades of
PC Specs and
Internet Speed.
2 – Accepting gifts from Clients to help them acquire leverage in Company matters.
2 – Wilful nondisclosure of health condition that will impact work productivity (such as
pregnancy, heart condition and etc.)
3 – Engaging in any type of online work, such as part time or second jobs.
3 – Gaining full time employment in another company while on authorized leave.
4 – Making false or malicious statements concerning Real Estate Project Solutions LLC,
3– Revealing or issuing, without authority confidential information, reports or similar
documents, such as training manuals or trade secrets of Real Estate Project Solutions LLC,
4 – Dishonesty. Any act – omission or concealment – which involves a breach of legal duty or
confidence to the Client and Real Estate Project Solutions LLC, in connection with the VP’s
work e.g. Falsification of employment records, employment information or deliberate
concealment of facts or information.
4 – Engaging in a criminal act whether or not related to service performance, when proven in
court. *Other similar or analogous offenses to the foregoing.

OFFENSE AGAINST THE CLIENT

4 – Showing disrespect to the Client.
4 – Misleading or misrepresenting the Client’s company or Real Estate Project Solutions LLC,
4 –Using the Client’s resources for personal gain (making personal calls using Client’s Skype
account/credits)
4 – Tampering with the Client’s personal records. *Other similar or analogous offenses to the
foregoing.

OFFENSE AGAINST CONDUCT AND DECORUM

1 - Failure to notify (the Company) when unable to perform Service at the Agreed Time e.g.
AWOL.
2– Sowing intrigues against another VIRTUAL PROFESSIONAL which tends to cast dishonor
or contempt.

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2– Any deliberate or concerted action which causes a stoppage or slowdown of productivity,
technical difficulties or financial loss to the company.
2 – Insubordination. Willful refusal, without justifiable cause to obey any lawful rule or
instruction of management or by the Client or direct supervisor in connection with the
VIRTUAL PROFESSIONAL’s work.
3– Harassment including discourteous actions derogatory racial, ethnic, religious, sexual
orientation or other inappropriate remarks. This includes sending threatening, slanderous
messages.
3 - Failure and/or refusal to provide a Medical Certificate when requested to do so. *Other
similar or analogous offenses to the foregoing.

SPECIFIC RULES FOR MANAGERIAL VIRTUAL PROFESSIONALS/ MANAGEMENT

TEAM
1 – Disciplining an erring VIRTUAL PROFESSIONAL inappropriately
2 – Delayed and/or failure to report an infraction against the COC due to negligence. 3 – Failure
of a Manager to act on an infraction against the COC by a VIRTUAL PROFESSIONAL
assigned to him/her in order to protect the VIRTUAL PROFESSIONAL.
3 – Neglect of responsibility related to supervisory or leadership function.
3 – Failure to liquidate cash within prescribed period.
3 – Misuse or misappropriations of the company funds and property.
3 – Obtaining loans from subordinates
4– Abuse of authority related to supervisory or leadership function
4 – Breach of trust reposed by Real Estate Project Solutions LLC,
*Other similar or analogous offenses to the foregoing.

OFFENSE AGAINST INTEGRITY

1 - Failure to submit on time necessary documents and information asked from the VP during
Selection and Training.
1 - Failure to complete within specified time pre-contract requirements and needed upgrades of
PC Specs and Internet Speed.
2 – Accepting gifts from Clients to help them acquire leverage in Company matters. 2 – Wilful
nondisclosure of health condition that will impact work productivity (such as pregnancy, heart
condition and etc.)
3 – Engaging in any type of online work, such as part time or second jobs.
3 – Gaining full time employment in another company while on authorized leave. 3 – Making
false or malicious statements concerning Real Estate Project Solutions LLC,
3 – Revealing or issuing, without authority confidential information, reports or similar
documents, such as training manuals or trade secrets of Real Estate Project Solutions LLC,
3 – Dishonesty. Any act – omission or concealment – which involves a breach of legal duty or
confidence to the Client and Real Estate Project Solutions LLC, in connection with the VP’s

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work e.g. Falsification of employment records, employment information or deliberate
concealment of facts or information.
4 – Engaging in a criminal act whether or not related to service performance, court. *Other
similar or analogous offenses to the foregoing.

COMPANY’S RECOURSE (AT ITS OWN OPTION) Depending on the degree of the offense,
the Company may choose the following recourse against the erring VIRTUAL
PROFESSIONAL: Please refer to the Escalation Grid.

In all cases, the Company may choose to terminate the contract of the VIRTUAL
PROFESSIONAL at any time, if it finds that the breach is of a higher degree and has resulted to
damage to the Company. The Company may adopt other disciplinary measures as it may deem
proper under the circumstances.

QUESTIONS ON POLICIES

Should the VIRTUAL PROFESSIONAL seek clarifications or answers to any matter relating to
the performance of his or her services, he or she may direct all questions to the Operations
Department for appropriate action. The Operations Department shall endeavor to answer all
queries and assist the VIRTUAL PROFESSIONAL as it may deem proper in order to ensure high
degree of quality service to the Company’s Clients at all times. In case the matter is beyond the
scope of the responsibilities of the Operations Department, the Manager shall immediately relay
such concern, question, or request to the Management.

ACKNOWLEDGEMENT RECEIPT

I have received a copy of the Code of Conduct of Real Estate Project Solutions LLC. I have
read and understood it, and hereby agree to abide by its guidelines according to the Company’s
expectations.

_________________________
Dyve Joy Tortuya
Independent Contractor
Date: March 15, 2021

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 29 Bala Ave #204
Bala Cynwyd, PA 19004
info@realestateprojectsolutions.com
realestateprojectsolutions.com

ESCALATION GRID
______________________________________________________________________________________________

This document outlines and identifies company policy violations and their corresponding disciplinary action.

PRODUCTIVITY VIOLATION 1st Occurrence 2nd Occurrence 3rd Occurrence

Not cooperating with others in the completion of assigned

project(s).

Unresponsiveness in Slack for more than 15 minutes.

Tardiness: three (3) occurrences in a month or a total FIRST FINAL TERMINATION

of 15 minutes whichever comes first. WARNING WARNING
 Including over breaks and
 Excessive bio breaks (more than 3 a shift)

Unable to utilize tools as instructed (maximum 3

verbal warning)

Sleeping during paid work hours.

Abandonment of Post: Failure to provide service

without obtaining permission from the company, for any reason during
normal duty hours.

No-show or refusal to work without justifiable reason to render extended

work hour or day off work or holiday work when the VA has agreed for the
schedule prior, thus causing disruption of Client’s operations.

Malingering (Feigning illness to avoid performance of

service)

Negligence of Duty (Lapses in the practice of diligence in the FINAL TERMINATION

performance of duties and responsibilities, may lead to a Grave offense WARNING
if gross or done habitually).

Poor performance: Inefficiency or poor quality of performance.

Causing or encouraging a fellow VA to commit a company policy

violation

Unauthorized failure to perform work for more than

two scheduled workdays

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 29 Bala Ave #204
Bala Cynwyd, PA 19004
info@realestateprojectsolutions.com
realestateprojectsolutions.com

INTEGRITY VIOLATION 1st Occurrence 2nd Occurrence

Failure to submit on time necessary documents and information asked from the application
and training.

Failure to complete within specified time pre-contract

requirements and needed upgrades of PC specs and internet
speed.

Accepting gifts from clients which could lead to leverage in

company matters.

Wilful nondisclosure of health conditions that will

impact work productivity (such as pregnancy, heart
condition etc.)

Engaging in any type of online work, such as part time

or second jobs which can lead to conflict of interest
with REPS and its clients.

Gaining full time employment in another company

while on authorized leave.

Disclosure of confidential information, reports or similar

documents, such as training manuals or company’s trade secrets without proper
FINAL TERMINATION
authorization.
WARNING
Disparagement of the company: Making false or malicious statements.

Dishonesty. Any act of omission or concealment which involves a breach of legal duty or
confidence to the client
and REPS in connection with the VA’s work e.g. Falsification
of employment records, employment information or deliberate concealment of facts or
information.

Engaging in a criminal act whether or not related to service performance, when proven
in court.
*Other similar or analogous offenses to the foregoing.

OFFENSE AGAINST CLIENT 1st Occurrence 2nd Occurrence

Showing disrespect to the client whether intentional or not.

Misleading or misrepresenting the client’s company or Real Estate Project Solutions

FINAL TERMINATION
Using the client’s resources for personal gain (making personal WARNING
calls using client’s Calltools/ logins/account/credits)

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 29 Bala Ave #204
Bala Cynwyd, PA 19004
info@realestateprojectsolutions.com
realestateprojectsolutions.com

Tampering with the client’s personal records. *other similar or analogous offenses to the
foregoing.

CONDUCT AND DECORUM 1st occurrence 2nd Occurrence 3rd Occurrence

Failure to notify your immediate supervisor when unable to

perform service at the agreed time e.g. AWOL

Any form of harassment or inappropriate comments or actions including

but not limited to racial, religious, ethnic, sexual slurs, or other
inappropriate remarks said verbally or sent via email, chat or any form of
electronic communication. FIRST FINAL TERMINATION
This includes grave threats or slanderous statements. WARNING WARNING

Failure and/or refusal to provide a Medical Certificate when requested to

do so.
*Other similar or analogous offenses to the foregoing.

Sowing intrigues against another REP which tends to cast dishonor or

contempt. – Any deliberate or
concerted action which causes a stoppage or
slowdown of productivity, technical difficulties or
financial loss to the company.
FINAL TERMINATION
Insubordination. Willful refusal, without justifiable WARNING
cause to obey any lawful rule or instruction of management or by
the client or direct supervisor in connection with the REP’s work.

Cleansing period
Any and all active corrective actions will be rescinded or reduced to a lower level of escalation after 2 months from the date
corrective action was issued if the behavior is no longer repeated during that period.

Acknowledgement
I hereby confirm that I have read and fully understood the contents of this document, and agree to comply with its guidelines
according to the Company’s expectations.

Independent Contractor: Noted by:

Signature: ____________________________________ Marianne Arceo

Name: Dyve Joy Tortuya Date: March 15, 2021 HR Manager

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 Real Estate Project Solutions

Last Pay Policy

Voluntary and Involuntary Termination

The Independent Contractor will not receive his/her last pay (the whole pay period) once:

1. Independent Contractor fails to submit a written resignation letter sent via email to HR 2 weeks
prior to effective date of resignation.
2. Independent Contractor violates any rules and regulations or guidelines of the Company and
applicable standard or norm of conduct of professional ethics of an Independent Contractor.
3. Independent Contractor violates or in any way fails to comply with any of the terms and
conditions stipulated in the Independent Contractor’s Agreement, Escalation Grid, Code of
Conduct, and/or any of its amendments or modifications.

 Independent Contractor will be closely monitored by Operations and HR. Once proven that the
Independent Contractor has a violation within the 2 week’s notice, there will be no last pay and
the Company may terminate the Agreement with immediate effect (stop work immediately).
 Strictly no late, absent, over lunch or any issues in Teamlogger within 2 weeks rendering period.

I have read and understood it, and hereby agree to abide by its guidelines according to the Company’s
expectations.

Independent Contractor

By:____________________________
Name: Dyve Joy Tortuya

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REAL ESTATE PROJECT SOLUTIONS New Attendance Policy
Effective: September 16, 2020

Work Schedule:

We expect rep to have 8 hours phone time per day plus 1 hour unpaid lunch for 5 days every week.

 8 hours taking calls using call tools within the required set schedule unless pulled out from
Coaching, HR touch base or Training
 8 hours captured staff time in Team logger

Note: You have to make sure that call tools and team logger should match your log in, lunch, back from
lunch and log out.

Vacation Leave:

Employee who has reached 1 year of employment is eligible for 5 days vacation leave per year. Roll off
is every anniversary of employment.

Rep must notify and seek leave approval from HR exactly 2 weeks prior to leave date. Send email to
Marianne and Adee and CC JV.

 Unused leave are not convertible to cash or carried over to the next year.

Sick Leave (Make up shift):

 You are allowed to ask for 2 days sick leave per year on your 1st year but that will still require
you to do makeup shifts. On your 2nd year and beyond, you are still allowed to have 2 days sick
leave per year and your choice to do a makeup shift or you can also choose to exchange it with
your 2 days vacation leave.
 Any absence beyond 2 days sick leave per year will receive corrective action and disciplinary
action.

Notification Procedure

 All rep is required to notify immediate supervisor and HR 2 hours before shift if rep will be late
and 1 day ahead if absent. Failure to notify as instructed will receive corrective action.
 Send message via slack and work email (send to Marianne and Adee and CC JV).

Infraction Penalty
Failure to notify 2 hours before shift for late and/or 1 day ahead for absence
1st Instance First Warning
2nd Instance Final Warning
3rd Instance Termination

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Table of Penalty for late and absent:

 Any late that is less than 10 minutes will not get corrective action unless on the 3rd instance.
 For more than 10 minutes, 1st instance will receive corrective action.
 If no notification after 10 minutes, we will consider it late and possible absence.

Infraction Corrective Action

Late - (10 minutes below)
3rd Instance First Warning
4th Instance Final Warning
5th Instance Termination
Infraction Corrective Action
Late - (More than 10 minutes) and/or
Absent
1st Instance First Warning
2nd Instance Final Warning
3rd Instance Termination
Infraction Corrective Action
Absent More than 2 days sick leave
3rd Final Warning
4th Termination

Cleansing period: 2 months

 Idle and log outs will require make up for the loss hours after shift. Corrective action still applies
based on Escalation Grid.

I have read and understood it, and hereby agree to abide by its guidelines according to the
Company’s expectations.

Independent Contractor

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By:_____________________________

Name: Dyve Joy Tortuya

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 Independent Contractor’s Agreement

This Agreement is made and entered into on this 15th day of March, 2021, by and between: Real
Estate Project Solutions LLC, a Pennsylvania limited liability company with an address at 29
BALA AVE STE 204 BALA CYNWYD, PA 19004 represented by its owner, Max Fisch
(“Company”); and Dyve Joy Tortuya, of legal age, residing at
Purok Mahogany Abkasa Mandalagan Bacolod City
________________________________________(Independent Contractor”)

WHEREAS –

A. The Company is engaged in the service of providing online support services, including
without limitation to, selection and screening of independent virtual assistants for its
clients/customers (“Client” or “Clients”);

B. The Independent Contractor warrants that he/she is capable of providing the services
required by the Company and that he/she is offering such services to the Company; and

C. The Company is obtaining the services of the Independent Contractor, upon full reliance on
Independent Contractor’s representation, subject to the terms and conditions in this agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. SERVICES.

(a) The Independent Contractor shall perform specialized activities involving his/her expert and
technical know-how in relation with virtual assistance service (the “Services”) for the Company
that are occasionally or temporarily needed.

(b) It is understood and agreed that the Independent Contractor’s Services include full-time and
exclusive assistance to the Company at the agreed day and time.

(c) The Independent Contractor shall perform the services in a completely independent manner

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under his/her sole responsibility. The Independent Contractor cannot commit or otherwise bind
the Company unless specifically authorized.

2. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS.

2.1 Representations and Warranties. The Independent Contractor hereby warrants, affirms and
acknowledges that:

i. He/she carries on a distinct and independent business and undertakes to perform the
Service on his/her account and under his/her own responsibility, according to his/her
own manner and method, and free from the control and direction of the Company in all
matters connected with the performance of the Service except as to the results thereof;

ii. He/she has adequate resources to be actually and directly used in the performance or
completion of the Service, including but not limited to the hardware, software, headset,
and internet connection;

iii. He/she acknowledges and represents being a self-employed/independent

entrepreneur/ contractor entering into this Agreement. Except for the FEES provided in
the paragraph below, the Independent Contractor shall be responsible for all other
expenses related to the performance of the Services; including training, orientation and
similar expenses;

iv. He/she is of good moral character and has not been convicted of a crime involving
moral turpitude; and

v. He/she is in good health, fit, and capable of performing the Services.

2.2 Undertakings. The Independent Contractor personally undertakes that:

i. He/she shall not disclose or use any Confidential Information without the written
consent of the Company.

ii. He/she shall provide excellent and quality service to the satisfaction of the Company
and shall provide all related and necessary services as may be required by the Company.

iii. He/she shall comply with the code of ethics, guidelines, and rules and regulations
provided by the Company, which may be issued, revised, amended, supplemented, now
or hereafter, including but not limited to the use of Clock/Tracker to ensure quality of
the performance of the Independent Contractor and proper billing to the Client of the
Company.

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 iv. He/she shall NOT receive money or anything of value from any Client of the
Company, whether directly or indirectly, without the Company’s consent. He/shall shall
NOT work for any Client of the Company without the Company’s consent. This
prohibition shall apply during the term of this Agreement and for a period of five (5)
years from termination of this Agreement. Failure to comply with this undertaking shall
make the Independent Contractor liable to liquidated damages as provided in Section 2.3
of this Agreement.

v. He/she shall NOT solicit, offer, nor accept any business venture to any Client,
employee, contractor, agent, or consultant of the Company, whether directly or
indirectly, without the Company’s consent.

vi. He/she shall NOT engage in any business or employment related or similar to the
business of the Company without the Company’s consent; and shall NOT solicit or
induce any of the employees, representatives, agents, contractors, consultants or Clients
of the Company to leave or terminate its relations with the Company

2.3. Effect of Breach. In case of breach or violation of any stipulation or term of this
Agreement, the Independent Contractor agrees to pay the Company or its successors-in-interest
the sum of USD $2,000.00 as liquidated damages, but such payment is not intended to release
the Independent Contractor from the obligations undertaken, or from liability for further breach
thereof. For this purpose, it is understood that the Independent Contractor authorizes the
Company to deduct the liquidated damages from the Independent Contractor’s final fees,
without prejudice to the Company’s right to file civil or criminal action against the Independent
Contractor, if applicable.

3. FEES.
(a) The Company shall pay the Independent Contractor $850 USD gross per month for the
services payable every 1st and 15th of the month in equal installments.
(b) The Independent Contractor shall invoice the Company for such fees.
(c) All taxes and filings shall be the responsibility of and shall be made by the Independent
Contractor.

4. TERM AND TERMINATION

4.1 Term. This Agreement and the obligations and rights of the parties hereunder shall commence
on March 15, 2021 (Effective Date) and shall be effective unless otherwise terminated in
accordance with this Agreement.

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4.2 Involuntary Termination. In addition to the remedy provided under Section 2.3, the Company
may terminate this Agreement with immediate effect for the Independent Contractor’s breach of
any provision hereof and/or any of his/her obligations hereunder, including the following:

i. If the Independent Contractor induces or tries to induce any of the employees,

representatives, contractors, agents or Clients of the Company to leave or to terminate the
services of the Company or any of its subsidiaries or affiliates;

ii. If the Independent Contractor commits, or induces or attempts to induce any of the
employees, representatives, contractors, agents or Clients of the Company or any of its
affiliates or subsidiaries or other persons associated now or hereafter with the Company
to commit, any act of disloyalty to the Company or any of its subsidiaries or affiliates;

iii. When the Independent Contractor participates by himself/herself, or in collusion with

any other person, commits or attempts to commit any other act which defrauds or
adversely affects the Company or any of its subsidiaries or affiliates;

iv. If the Independent Contractor makes any false statement or misrepresentation in his/her
application or any other related document as an Independent Contractor;

v. If the Independent Contractor violates any rules and regulations or guidelines of the
Company and applicable standard or norm of conduct of professional ethics of an
Independent Contractor;

vi. When the Independent Contractor violates or in any way fails to comply with any of
the terms and conditions stipulated in this Agreement and/or any of its amendments or
modifications;

vii. If the Independent Contractor discloses any Confidential Information as defined in

Section 5.1, without the Company’s prior written consent; and

viii. If the Independent Contractor fails to remit or return, or unnecessary delay the
remittance or return of the property of the Company and or any of its subsidiaries,
affiliates, or its Clients.

4.3 Voluntary Termination. This Agreement may be terminated by either party upon two (2)
weeks notice to the other party.

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4.4. Effect of Termination. Upon termination of this Agreement, the Independent Contractor
shall promptly account for, return, and deliver to the Company, his/her I.D. cards, documents,
and all the Company’s or Client’s property which may have assigned or entrusted to his/her
care. The failure of the Independent Contractor to return such properties entitles the Company
to deduct the full costs of unreturned or damaged properties from the Independent Contractor’s
final fees. Notwithstanding any provision to the contrary, the provisions under Section 5 shall
remain effective for a period of five (5) years from date of termination of this Agreement.

5. CONFIDENTIALITY, NON-COMPETE AND NON-SOLICITATION.

5.1 Confidential Information. The Independent Contractor acknowledges that he/she may, in the
course of performing his/her responsibilities under this Agreement, be exposed to or acquire
Confidential Information of the Company, its affiliates, subsidiaries, or its clients. “Confidential
Information” means proprietary or non-public information that the Independent Contractor
obtains knowledge of or access to in connection with the transactions contemplated by this
Agreement, including without limitation information related to the Company’s and/or Client’s
business, business processes and practices, marketing strategy, integration layout specifications,
user interfaces, other strategic information, and the information presented in the Appendices
hereto, in any media (whether tangible or intangible and whether in written, magnetic, optical,
electronic or other form). “Confidential Information” will be deemed not to include information
which (i) is or becomes publicly known or is publicly available, (ii) becomes known to the
Independent Contractor other than from the Company and/or its Client or becomes known to third
parties other than from the Company and/or its Client (except for disclosures subject to a
confidentiality agreement), or (iii) would otherwise constitute “Confidential Information” of the
Company and/or its Client, but which the Company and/or its Client is required by court order or
other legal process to disclose.

5.2 Non-Disclosure. During the term of this Agreement and for a period of five (5) years
thereafter, the Independent Contractor agrees to hold the Company’s and/or its Client’s
Confidential Information in strict confidence and not to disclose such Confidential Information
or to use such Confidential Information for any purpose whatsoever, other than the provision of
Services hereunder. Without limitation to the foregoing, the Independent Contractor will advise
the Company immediately in the event that the Independent Contractor learns or has reason to
believe that any person who has had access to Confidential Information has violated or intends
to violate the terms of this Agreement and or intends to disclose such Confidential Information
to unauthorized persons. In such a case, the Independent Contractor will, at his/her expense,
cooperate with the Company in seeking injunctive or other equitable relief in the name of the
Company.

Upon termination of this Agreement, the Independent Contractor will destroy or turn over to the

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Company, all documents, papers and other matter in his/her possession or under his/her control
that contain Confidential Information or summaries thereof.

5.3. Non-Compete. During the term of this Agreement and for a period of five (5) years thereafter,
the Independent Contractor cannot participate, directly or indirectly, in the ownership,
establishment, management, or operation of any business similar or competitive to the business
of the Company. This prohibition includes employment, consultancy, or agency with any business
similar or competitive to the business of the Company, including the business of any Client or
former Client of the Company.

5.4 Non -Solicitation. During the period commencing on the Effective Date and ending on the
date five (5) calendar years after the termination of this Agreement, the Independent Contractor
agrees that he/she will not, directly or indirectly, either for himself/herself or for another
person/firm, solicit or attempt to solicit, for employment or on a freelance basis, any person,
whether employed, contracted, or hired by the Company or its Clients. If any current or former
employee, contractor, or agent of the Company is employed, contracted, or hired by or through
the Independent Contractor, whether for himself/herself or for another firm, within the covered 5
years, the Independent Contractor will reimburse the Company for all training and educational
expenses invested in such employee, contractor, or agent, or, in case no such training and
educational expenses were spent by the Company, liquidated damages in the amount of
US$2,000.00. In case a Client transfers to the Independent Contractor through his/her solicitation,
whether directly or indirectly, the Independent Contractor agrees to reimburse the Company for
all expenses incurred and loss of profit for a period of five (5) years, due to the transfer of the
client of the Company to the Independent Contractor.

5.5. Effect of Breach. It is understood that the damages provided in this Section 5 is in addition
to whatever liability the Independent Contractor may incur under the law and this Agreement.

6. MISCELLANEOUS.

6.1 Assignment. The Company may assign its rights or delegate its duties under this Agreement,
either in whole or in part, without the prior written consent of the Independent Contractor, but
subject to subsequent notice. The Independent Contractor shall not assign his/her rights or
delegate his or her duties without the prior written consent of the Company.

6.2 Relationship of Parties. This Agreement does not establish any relationship of partnership,
joint venture, employment, franchise or agency between the Independent Contractor and the
Company or any of its affiliates, subsidiaries, or Clients. Neither the Independent Contractor nor
the Company will have the power to bind the other or incur obligations on the other’s behalf
without the other’s prior written consent.

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6.3 Construction and Interpretation. This Agreement, together with the appendices hereto,
represents the complete agreement and understanding of the parties with respect to the subject
matter herein, and supersedes any prior or contemporaneous written or oral agreement or
understanding. The captions and headings appearing in this Agreement are for reference only
and will not be considered in construing this Agreement.

6.4 Amendment. This Agreement may be amended or modified only through a written
instrument signed by both parties. No term or provision in any purchase order, invoice or other
business form of the Company will control the relationship of the parties or supersede any
conflicting term or provision of this Agreement.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which is
deemed an original, but all of which together constitute one and the same instrument.

6.6 Separability. Should any provision of this Agreement be held invalid or unenforceable, such
invalidity will not invalidate the whole of this Agreement but rather that provision held invalid
only. In such case, the parties undertake to amend the invalid provision to cure its defects but
will ensure, as much as possible, to achieve nearly the same effect as the original.

6.7 Waiver. Waiver by either party of any breach of any provision of this Agreement will not
operate or be construed as a waiver of any subsequent, similar breach.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute and deliver this Agreement as of the Effective Date.

Real Estate Project Solutions LLC

By: __________________________
Name: Max Fisch
Date: March 15, 2021

Independent Contractor

By:______________________________
Name: Dyve Joy Tortuya
Date: March 15, 2021

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 AFFIDAVIT OF INDEPENDENT CONTRACTOR

I, Dyve Joy Tortuya of legal age, with address at

Purok Mahogany Abkasa Mandalaga Bacolod City
_________________________________________, hereby declare and manifest that:

1. I am an Independent Contractor of Real Estate Project Solutions LLC (“REPS”) beginning

March 15, 2021.

2. I am of good moral character and has not been convicted of a crime involving moral
turpitude.

3. I am in good health, fit, and capable of performing the services required by REPS’s clients.

4. In case I will terminate my contract with REPS, I will give REPS at least two weeks notice
and will assist my replacement during the transition period.

5. While my contract with REPS is existing, I confirm and agree that my services are
exclusively available to REPS. I shall not provide any service to other clients, whether similar
or unrelated, without the written consent of REPS.

6. While my contract with REPS is existing and within one (1) year from its termination, I shall
not work directly or indirectly for any client of REPS without REPS’s consent.

7. I will comply with all the rules and regulations of REPS, including but not limited to the use
of REPS time tracker, to maintain required wired connection for the primary internet of 10
Mbps internet speed, and to maintain back-up 10 Mbps internet speed.

8. During my shift, I promise not to change my location without notice to and permission from
REPS.

9. I undertake not to receive money or anything of value directly from any client of REPS,
without REPS’s consent.

10. If I receive any offer of money, employment, or anything of value from any client of REPS,
I undertake to inform REPS immediately for proper investigation

11. I will not solicit, offer any business venture to any client of REPS, without REPS’s written
consent.

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12. I will not induce or attempt to induce any of the employees, representatives, agents or
clients of REPS to leave or terminate their service from REPS.

13. I undertake not to engage in any business or employment related or similar to the business
of REPS. Consequently, I will submit to REPS a written declaration of my business activities,
interest, work, or task for approval. Should REPS find my work, business, interest, or activity as
related or similar to REPS’s business, I promise to discontinue such endeavor immediately.

14. I bind myself to hold REPS’s and/or its client’s Confidential Information in strict
confidence and not to disclose such Confidential Information to third parties or to use such
Confidential Information for any purpose whatsoever

15. I am personally responsible for all my taxes as an independent contractor and shall not hold
REPS liable by reason of my services to REPS. I will comply with the applicable tax laws, to
remit the appropriate taxes and individual government contributions, and to file the appropriate
tax returns before the relevant government agencies. In the event that REPS shall be held liable
for my non-payment of taxes, I shall indemnify and defend REPS from all liabilities as a
consequence of my non-compliance.

16. In the event that I fail to comply with any of my undertakings, promises and/or
representations stated in this Affidavit, I shall be liable for liquidated damages to REPS for
every breach of my undertaking, promise, or representation, aside from any CIVIL or
CRIMINAL action that REPS may take against me.

17. I personally read this Sworn Undertaking and fully understood every word of it and its
meaning and have signed my signature voluntarily.

IN WITNESS WHEREOF, I have hereunto set my hand at ________________________

03 / 12 / 2021
(City), this ___ day of ___________________, ______________.

______________________

SUBSCRIBED AND SWORN TO before me, this _______ day of __________________, 2020
affiant exhibiting to me his/her ________________issued on __________________ issued at

_____________________________.

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 Audit Trail

Title
Documents to sign
File Name
Code of Conduct Dyve Joy Tortuya.docx and 5 others
Document ID
ae94c70ea1fc190cc485da89954c3f833be920eb
Audit Trail Date Format
MM / DD / YYYY
Status Completed

03 / 12 / 2021 Sent for signature to Dyve

11:15:02 UTC-5 (dyve@realestateprojectsolutions.com) and Max Fisch,
President (max@realestateprojectsolutions.com) from
max@delawarevalleyrealestateinvestors.com
IP: 110.93.89.24

03 / 12 / 2021 Viewed by Dyve (dyve@realestateprojectsolutions.com)

16:24:54 UTC-5 IP: 120.28.231.18

03 / 12 / 2021 Signed by Dyve (dyve@realestateprojectsolutions.com)

16:34:21 UTC-5 IP: 120.28.231.18

03 / 12 / 2021 Viewed by Max Fisch, President

16:58:56 UTC-5 (max@realestateprojectsolutions.com)
IP: 73.150.36.245
 Audit Trail

Title
Documents to sign
File Name
Code of Conduct Dyve Joy Tortuya.docx and 5 others
Document ID
ae94c70ea1fc190cc485da89954c3f833be920eb
Audit Trail Date Format
MM / DD / YYYY
Status Completed

03 / 12 / 2021 Signed by Max Fisch, President

17:01:01 UTC-5 (max@realestateprojectsolutions.com)
IP: 73.150.36.245

03 / 12 / 2021 The document has been completed.

17:01:01 UTC-5