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Revision information: Tutor Agreement has been revised as of 2012/02/27 (Revision of Section 9.2.1.a), Tutor Agreement version 2.

3 Tutor Agreement has been revised as of 2012/01/09 (Revision of Section 4, Article 8.5, and 4.8.5a), Tutor Agreement version 2.2 Tutor Agreement has been revised as of 2011/10/25. (Addition of 9.3)

Agreement OF RAREJOB ONLINE ENGLISH TUTORIAL SERVICES 1. INTRODUCTION The RareJob English tutorial service is an online tutorial service that RareJob, Inc. ("RAREJOB", "FIRST PARTY") is offering to its clients (the "client", "student") as a way of enhancing their English proficiency. RareJob is bridging the clients to the service-providers (the "TUTOR", "SECOND PARTY") through this tutorial service. 2. RELATIONSHIP of the PARTIES INVOLVED 2.1. The SECOND PARTY shall act at all times under this Agreement as an independent contractor. No employee-employer relationship shall exist between the FIRST PARTY and the SECOND PARTY. Nothing herein contained, nor any act committed and/or omitted in the performance of the services hereunder, shall be construed as creating the relationship of principal and agent or of employer and employee between the parties. 2.2. The SECOND PARTY acknowledges that RareJob Philippines, the subsidiary of the FIRST PARTY, is not involved at all in this Agreement nor in the other contracts related to this Agreement. 3. ACCEPTANCE OF TERMS 3.1. Stipulation on the taxes Pursuant to Section 2.1 hereof on the non-existence of an employeremployee relationship between the parties, it being understood that the SECOND PARTY shall be responsible for filing their own income taxes and unemployment taxes incidental to the performance of, or payment under, this Agreement to their respective tax authorities. 4. WORK CONDITIONS 4.1. Tutor shall provide up-to-date & accurate information

The SECOND PARTY upon registration to RAREJOB shall agree to (a) provide true, accurate, current and complete information about him/her as prompted by the pre-registration form (such information being "Tutor's profile"), (b) maintain and promptly update his/her profile to keep it true, accurate, current and complete; and (c) comply with this Agreement. Should the SECOND PARTY provide any information that is untrue, inaccurate, not current or incomplete, or should the FIRST PARTY believe that such information is untrue, inaccurate, not current or incomplete; the latter shall reserve the right to suspend or terminate the former's account(s) and refuse or restrict any and all current or future use of the resources of the FIRST PARTY. 4.2. No impersonation and/or registration in behalf of another entity The SECOND PARTY shall agree to not register under a false identity nor misrepresent his/her affiliation with a person or entity including but not limited to the use of a pseudonym, uploading photographs of celebrities or of other people in your tutor account profile, or misrepresenting your age, current or previous positions and qualifications, or your affiliations with a person or entity, past or present; upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; 4.3. Schedule availability to be provided by the tutor. Once the SECOND PARTY has registered with the FIRST PARTY, the SECOND PARTY shall give the FIRST PARTY his/her available schedules. This is so because students who seek tutorial services from the FIRST PARTY make reservations with the latter, and the FIRST PARTY shall then match or fit the SECOND PARTY's own given schedules with the reservations made by said students. The FIRST PARTY may refuse to open the slots requested by the SECOND PARTY, if necessary. 4.4. Connectivity costs & equipment as the tutor's responsibility The SECOND PARTY can teach at home as long as he/she has a personal computer and a broadband connection. The SECOND PARTY shall be solely responsible for all service and/or other fees and costs associated with the delivery of the tutorial service and for

the maintenance of all computer hardware and other equipment required in rendering tutorial service. 4.5. Training and materials as provided by the company The SECOND PARTY at his/her option can also be trained further by the FIRST PARTY, and the latter may also provide materials to the SECOND PARTY. 4.6. Account is non-transferable The transfer and use of another TUTOR's account shall not be allowed at any time. The FIRST PARTY shall grant the SECOND PARTY a personal, nontransferable and exclusive right to access its website; provided that the SECOND PARTY shall not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right to the account. Additionally, the SECOND PARTY shall be prohibited from selling, trading, or otherwise transferring your account to another party. Should the SECOND PARTY not qualify, the SECOND PARTY shall not be allowed to render the tutoring service. 4.7. All rights reserved to review the tutoring sessions (i.e. for quality control, redistribution and other purposes not otherwise specified). The SECOND PARTY shall agree that the FIRST PARTY may record and monitor all or any part of any Tutoring Sessions (including voice chat communications) for quality control, redistribution, advertising and other purposes. The FIRST PARTY shall reserve the right to review the Tutoring Sessions for any purpose. 4.8. Fee 4.8.1. The SECOND PARTY's fee is based on each lesson/hour The SECOND PARTY shall be paid on an hourly basis given that the lesson slot has been reserved by a student. 4.8.2. Initial Tutor Rate and rate increase

Tutors' initial rate, rate increase and the other conditions shall be disclosed via email. The SECOND PARTY acknowledges the FIRST PARTY offers different rate and condition to different tutors. 4.8.3. Qualification In order to give incentive to the SECOND PARTY, the FIRST PARTY gives qualification to the SECOND PARTY when he/she passes criteria, which FIRST PARTY sets at its sole discretion. 4.8.4. Payment of the tutor's fee is through bank transfer. The SECOND PARTY shall be paid for his/her services through a bank transfer. The FIRST PARTY shall pay the SECOND PARTY's fee on the 10th of following month, unless the SECOND PARTY fails to submit required documents on time. If the SECOND PARTY fails to submit necessary documents for more than one year, the FIRST PARTY shall not release the SECOND PARTY's fee. 4.8.5. Inactivity of the tutor for more than 6 months The SECOND PARTY shall be considered inactive if he/she has no student reservation. Six months of inactivity resets the tutor's hourly rate. The FIRST PARTY may propose different initial tutor rate, rate increase and other conditions to the SECOND PARTY upon the SECOND PARTYs resume. 4.8.5.a Retraining Provided that the SECOND PARTY had started rendering lessons for the FIRST PARTY, the SECOND PARTY agrees that after six (6) months of having no student reservation, he/she will be subjected to retraining by the FIRST PARTY. 4.8.5.b Inactive Status Provided that the SECOND PARTY has already passed the training included in the application process given by the FIRST PARTY, the SECOND PARTY acknowledges that two (2) months following his/her training and he/she fails to open

his/her schedule during the said time, he/she will be rendered inactive by the FIRST PARTY.

4.8.6. Rate based on the qualifications of the SECOND PARTY The SECOND PARTY agrees to be subjected to the qualification procedures of the FIRST PARTY to determine competency, and consequently the rate increase. The FIRST PARTY reserves all the right to determine the qualification level of the SECOND PARTY, and the SECOND PARTY has no input in the determination of it. 4.8.7. Changes in the Rate System The FIRST PARTY has the sole discretion to change the rate system which may be different from the existing one. THE FIRST PARTY may implement the rate system changes given a six-month notice to the SECOND PARTY prior execution of change. 4.8.8. Penalty and incentive The FIRST PARTY may impose incentives and penalties to meet the students' needs. Announcement, implementation and if any, changes, can be immediate and without input from the SECOND PARTY. 5. CODE OF CONDUCT 5.1. Interaction with students Responsibility of the tutor over his/her conduct and the content that he/she provides; warrants that all services performed will be done in due diligence 5.1.1. Observing Lesson Management Protocols 5.1.1a The SECOND PARTY is responsible for adding the student's Skype name into his/her contacts list, calling them on time, and in case, a student doesn't answer the call, notifying them

through a Skype message that he/she is the tutor for the current lesson slot. In case of tardiness, the SECOND PARTY must readily admit his/her fault and apologize to the student. The SECOND PARTY must also finish the class within the number of minutes specified, and finishing before the time is up can be grounds for penalty. 5.1.1b In accordance with section 4.3, it is within the SECOND PARTY's discretion when to open his/her lessons, and how often he/she would conduct lessons. 5.1.1c Pursuant to Section 4.6, the SECOND PARTY cannot transfer his/her lessons to another tutor. It is the SECOND PARTY's responsibility to be online for his/her lessons, access the FIRST PARTY's website, contact the student and conduct the lesson with the student. 5.1.2. Putting student's skill improvement a top priority 5.1.2a Making necessary preparations before the class The SECOND PARTY ought to prepare for his/her class through the following: (a) preparing the appropriate materials for the lesson. The SECOND PARTY is responsible for preparing lesson materials for his/her students ahead of time. This may include reading the tutoring notes of the student to find the appropriate lessons. (b) showing familiarity with the correct lesson flow of the different lessons types. The SECOND PARTY should be able to conduct the lessons using the appropriate flow of the lesson type that the student is currently enrolled in. (c) conducting the lesson in a quiet environment and that is conducive for learning. The SECOND PARTY should at all times avoid noisy and inappropriate locations when conducting lessons. (d) checking and assuring that the equipment and internet connection are in a state suitable for conducting lessons. The

SECOND PARTY should at all times check the state of his/her computer or any other communications device and internet connection to prevent lesson interruptions. (e) being physically able to conduct classes. The SECOND PARTY should be physically prepared for the lesson. The SECOND PARTY should ask for the cancellation of his/her classes if he/she feels that he/she is not at his/her optimal health condition. 5.1.2b Managing the class - focusing during the lesson During the lesson, the SECOND PARTY should show concentration and interest on the lesson. He/she should pay attention to the student. Doing activities not related to the lesson is strictly prohibited. 5.1.2c Managing the class - conducting effective lesson The SECOND PARTY should at all times make sure that the student is receiving effective intervention. The following measures should be done by the SECOND PARTY in order to increase lesson effectiveness: (a) Attend to the lesson request of students. The students are allowed to request for specific lessons from their tutors. It is therefore the responsibility of the SECOND PARTY to acknowledge the requests of his/her students and prepare appropriate materials. (b) Give equal focus on improving the student's reading, listening and speaking skills in English unless there is any other specific request by the student (c) Providing appropriate answers to the student's questions. The SECOND PARTY should not ignore the questions of the student related to the lesson. (d) Monitor student's lesson comprehension. Until the SECOND PARTY is sure that the student has already understood the previous topics presented by the SECOND PARTY, the SECOND PARTY should not proceed with the lesson, unless there is any other specific request by the student related to the lesson.

(e) The SECOND PARTY should be keen to details. He/she must correct the student's mistakes, introduce new word to enhance the student's vocabulary and make the student familiar with expressions. (f) In relation to section 5.1.2a (a) (d), the SECOND PARTY should not proceed with the lesson if he/she or the student is experiencing sound problems. It is the SECOND PARTY's responsibility to send a compensation report to the Availability Check team if the problem is on his/her side to ask for a compensation lesson. 5.1.2d Making Tutoring Notes The SECOND PARTY should accomplish the tutoring notes of his/her student after their lesson. 5.1.3. Consideration and sensitivity to the students' feelings As a registered tutor of the FIRST PARTY, the SECOND PARTY should show consideration and sensitivity to the students' feelings. This involves but is not limited to: (a) apologizing to the student if the SECOND PARTY was late or there was a sudden disconnection. In the event that the SECOND PARTY is late for the lesson with the student or there was a sudden disconnection during their lesson, he/she should apologize to the student. (b) not showing attitude that may invoke negative feelings on the student. The SECOND PARTY is not to express negative attitude towards the student. This may include sighing, raising of voice, complaining how tired or how sick the SECOND PARTY is. (c) Inappropriately criticizing the student, his/her country and his/her fellowmen. The SECOND PARTY should not make a negative remark on or criticize, directly or indirectly, his/her student based on his/her nationality or on any other criteria not related to the student's English skills. (d) Complaining directly to the student about his/her attitude or actions. The SECOND PARTY should not make negative remarks to the student, during or after their lesson time, on the attitude or actions of the student. In case the SECOND PARTY

feels threatened by the student's attitude, he/she may seek assistance from the FIRST PARTY.

5.1.4. Misconduct (e.g. use of inappropriate language, cursing) towards the staff regarding policies & penalties The SECOND PARTY shall maintain harmonious and pleasant personal and official relations with other professionals, with cotutors, the staff and the management. The SECOND PARTY's relationship with the management shall be characterized by cooperation, open communication, professionalism and sense of community. The SECOND PARTY shall help the FIRST PARTY keep the tutors and students in harmony, and shall, therefore, study and understand the FIRST PARTY's policies in order to have a sympathetic attitude, therefore, refrain from disparaging the relationship between students, tutors, staff and the management. The SECOND PARTY may submit to the appropriate staffs any justifiable criticism against a co-tutor, a staff, and/or any comment or feedback on the policies, existing or to be implemented preferably in writing, without violating any right of the individual concerned. 5.2. The Tutor and the company 5.2.1. All information about the FIRST PARTY and the students shall be treated as confidential, and shall not be divulged or shared to any third party. The SECOND PARTY agrees that all information about the FIRST PARTY or the students of the FIRST PARTY learned or gathered through or by virtue of this Agreement shall be treated as confidential, and shall not in any way be divulged or shared to any third party, even after the termination of this Agreement, without the prior written consent or authority of the FIRST PARTY and/or the students. This shall include all information made known or disclosed to the SECOND PARTY in the course of his/her performance of the services under this

Agreement. This shall also extend to any information which has been or may have been supplied to the SECOND PARTY by the FIRST PARTY before the date of this Agreement, even if there was no written agreement in relation to such earlier disclosure. Upon termination of this Agreement for any cause, or should the SECOND PARTY decide not to render his/her services anymore, the SECOND PARTY agrees to delete any information from his/her files related to the FIRST PARTY and/or the students. 5.2.2. Name and logo of the company may not be used without permission of the FIRST PARTY The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY for any purpose without the prior written approval of the FIRST PARTY. 6. PRIVACY POLICY 6.1. Upon registration, specific personal information shall be acquired. 6.1.1. The SECOND PARTY will register with the FIRST PARTY online and provide the following information: Skype name; website URL to be used; relevant teaching experience; language school attended, if any; teaching qualifications; selfintroduction; school and degree; internet environment; and other relevant personal information and a photograph. The SECOND PARTY shall allow the FIRST PARTY to use the above information for the latter's business. 6.2. Use of session ID cookie The FIRST PARTY may use cookies to remember the SECOND PARTY's preferences and maximize the performance of its services. The information collected with cookies are not to be sold, rented, or shared with any outside parties. The FIRST PARTY may use web beacons to: (a) Count and recognize users by accessing certain cookies (b) Personalize the SECOND PARTY's user experience

6.3. Communication of the FIRST PARTY to the tutor via electronic means 6.3.1. The FIRST PARTY may communicate to the SECOND PARTY electronically. The SECOND PARTY will provide the FIRST PARTY with an email address through which the FIRST PARTY can send notifications to. 6.3.2. The FIRST PARTY may also communicate with the SECOND PARTY by posting notices on its website. 6.4. Disclosure of tutor's personal information as required by law 6.4.1. The FIRST PARTY warrants that the SECOND PARTY's personal information will not be shared to a third party unless required by law. 6.4.2. The FIRST PARTY reserves the right to disclose the SECOND PARTY's personal information under the following circumstances: (a) the FIRST PARTY responds to subpoenas, court orders, or legal process, to establish legal rights or defend against legal claims; (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, situations involving potential threats to the physical safety of another person, violations of the terms of this Agreement; or (c) the FIRST PARTY transfers the SECOND PARTY's personal information after being acquired by or merged with another company. In this event, the FIRST PARTY agrees to notify the SECOND PARTY before the information is transferred and becomes subject to a different privacy policy. (d) the FIRST PARTY believes that the SECOND PARTY appreciate the help of the SECOND PARTY's referrer when SECOND PARTY is in hard situation, including but not limited to, failure of qualification assessment, being warned or penalized due to poor performance of the SECOND PARTY. In this event, the FIRST PARTY may notify the SECOND PARTY's situation to the SECOND PARTY's referrer in order to seek any help and advice from the SECOND PARTY's referrer. 7. WEBSITE CONTENT USAGE

7.1. Use of site for the sole purpose of tutoring and other related activities The SECOND PARTY agrees not to manipulate or interfere with the FIRST PARTY's website through the following: (a) Making available by uploading, posting, emailing, transmitting or by any means any unsolicited or unauthorized advertising, promotional material, "chain mails", "spam", "pyramid schemes," or any other form of solicitation; (b) Making available by uploading, posting, emailing, transmitting or by any means any material that contains software viruses or any other computer code, file or program that is designed to interrupt, destroy or limit the functionality of any computer hardware or software or telecommunications equipment; (c) Making available by uploading, posting, emailing, transmitting or by any means any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, vulgar, obscene, libellous, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable; (d) Making available by uploading, posting, emailing, transmitting or by any means any content that the SECOND PARTY does not have a right to make available under any law or under contractual or fiduciary relationships (e) Using the FIRST PARTY's website as a forwarding service to another website that is not related to the performance of services rendered by the SECOND PARTY; (f) Forging headers or manipulating any content transmitted through the FIRST PARTY's website in order to disguise its origin; (g) Disrupting the FIRST PARTY's website or servers or networks connected to the FIRST PARTY's website or disobeying any requirements, procedures, policies or regulations of networks connected to the FIRST PARTY's website; (h) Collecting or storing personal data of other users in connection with the prohibited conduct stated in the paragraphs above; (i) Stalking or otherwise harming any other user of the FIRST PARTY's website;

(j) Using automated scripts to collect information from or otherwise interact with the FIRST PARTY's website; (k) Registering for more than one user account; registering for a user account on behalf of another individual; or registering for a user account on behalf of any group or entity; (l) Falsely stating, impersonating, or otherwise misrepresenting identity, including but not limited to the use of a pseudonym, uploading pictures of celebrities, or of other people other than the tutor himself/herself on the SECOND PARTY's tutor website profile, misrepresenting current or previous positions or qualifications, or affiliations with a person or entity, past or present; uploading, posting, transmitting, sharing, storing or making publicly available on the FIRST PARTY's website any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security, Tax Identification, account and credit card numbers; (m) Using or attempting to use another user's account, service or website without the prior written authorization from the FIRST PARTY; (n) Making available any content, that in the sole judgment of the FIRST PARTY, is objectionable or which restricts or inhibits any other person from using or enjoying the FIRST PARTY's website, or which may expose the FIRST PARTY and the users of its website to any harm or liability of any type. 7.2. Copyright of the web contents 7.2.1. No infringement or modifications The SECOND PARTY acknowledges that all information on the FIRST PARTY's website is protected by copyright. The SECOND PARTY agrees not to infringe any of the intellectual property rights associated with the manufacture, design, branding of any course advertised on the FIRST PARTY's website nor introduce modifications to any of the information supplied by the FIRST PARTY unless the nature of delivery dictates otherwise. 7.2.2. The use of the FIRST PARTY's website does not constitute a license to use in any way, any of the trademarks owned by the FIRST PARTY or its licensors, including but not limited to the word RAREJOB and the RAREJOB logo.

The SECOND PARTY shall not be allowed to use the name or logo of the FIRST PARTY for any purpose without the prior written approval of the FIRST PARTY.

7.2.3. Download for personal use allowed In relation to section 7.2.2, all contents, designs, text, graphics, software compilations, underlying source codes, and other graphic arrangements together with the collection, arrangement and assembly of all content on the FIRST PARTY's website are the copyright of the FIRST PARTY and its licensors, where applicable. 7.2.4. Creation and publication of databases using features of the site are not allowed. The SECOND PARTY is not allowed to create and/or publish a database that features substantial parts of the FIRST PARTY's website without the prior written consent of the FIRST PARTY. 7.2.5. The FIRST PARTY has no liability for content on other web sites that the SECOND PARTY may find or access while using the FIRST PARTY's website. The materials available on or through other websites may be protected by copyright and the intellectual property laws of any country. The terms of use of those websites, and not the terms of this Agreement, governs the use of that material. 7.3. The company has the right to modify and adapt the contents submitted by the Tutor. 7.3.1. By using the FIRST PARTY's website, the SECOND PARTY gives its consent to the FIRST PARTY to: (a) Process the SECOND PARTY's personal data so that the FIRST PARTY can efficiently provide the SECOND PARTY with information about new materials, features and services available on the FIRST PARTY's website; (b) Process the SECOND PARTY's personal data to enhance the services available to the members of the FIRST PARTY's website;

(c) Process the SECOND PARTY's personal data for the purpose of displaying, distributing and promoting the SECOND PARTY's profile on the FIRST PARTY's website; (d) Make copies of the SECOND PARTY's user content as the FIRST PARTY deems necessary in order to facilitate the posting and storage of the SECOND PARTY's user content on the FIRST PARTY's website 7.3.2. The royalty-free and non-exclusive license given by the SECOND PARTY to the FIRST PARTY to perform the procedures stated above shall continue for as long as the SECOND PARTY continues to be a user of the FIRST PARTY's website and shall be terminated at the time the SECOND PARTY's profile is terminated. The SECOND PARTY, however, acknowledges that contents like tutor's notes, lesson evaluation and dissatisfaction percentage scores not included directly on the SECOND PARTY's profile could remain after the termination of the profile. 7.3.3. The SECOND PARTY agrees that the FIRST PARTY may, but is not obliged to, review its website and may delete or remove without notice any website content or the SECOND PARTY's user content in its sole discretion, for any reason or no reason, including without limitation the SECOND PARTY's user content that in the sole judgment of the FIRST PARTY violated this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others. The SECOND PARTY is responsible at his/her sole cost and expense for creating backup copies and replacing any user content that he/she posted or stored on the FIRST PARTY's website or provided to the FIRST PARTY. 7.3.4. The FIRST PARTY does not claim any ownership of the SECOND PARTY's user content. The FIRST PARTY, however, reserves the right to display certain details of the SECOND PARTY's user content to the students catered to by the FIRST PARTY and to the administrative staff of the FIRST PARTY for whatever legal purpose. 7.4. Continued use of site constitutes agreement to any updates that may be done without notice

7.4.1. The SECOND PARTY acknowledges that the FIRST PARTY may establish general practices and limits concerning the use of the FIRST PARTY's website and its services and may modify such practices and limits from time to time without notifying the SECOND PARTY. The SECOND PARTY agrees to periodically review this Agreement to stay informed of the measures of protecting the personal information collected by the FIRST PARTY. The SECOND PARTY's continued use of the FIRST PARTY's website constitutes the SECOND PARTY's agreement to this Agreement and any updates. Unless stated otherwise, the current Agreement applies to all of the SECOND PARTY's personal and account information. 7.4.2. The FIRST PARTY will not be held liable for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the FIRST PARTY's website following the update. 8. CHANGES IN THE AGREEMENT 8.1. Certain procedures may be prescribed to implement this Agreement. The FIRST PARTY may from time to time prescribe certain procedures in the implementation of this Agreement. The SECOND PARTY agrees to comply with such procedures as it may be given notice of by the FIRST PARTY via email. 8.2. Variation or modification Variations or modifications of this Agreement shall be published by the FIRST PARTY for comment by the SECOND PARTY. Thereafter, a final version of the revised Agreement will be posted in the FIRST PARTY's website for the SECOND PARTY to agree with. If the SECOND PARTY fails to agree on the revised Agreement, his/her Agreement will be terminated and she/he will not be able to continue using the FIRST PARTY's service and teach students. 8.3. All agreements prior to this one shall be superseded. This Agreement shall supersede any and all prior agreements, documents, or other instruments with respect to the matters covered herein. The failure of either party to insist upon the strict performance of any of the terms of this Agreement shall not be deemed waiver of such right or of any remedy it may have. A waiver by either party of a

breach or failure to perform its obligations hereunder shall not constitute a waiver of any subsequent breach or failure.

9. PENALTY AND TERMINATION Either party may terminate this Agreement for whatever cause by furnishing the other party a written notice by e-mail or email at least thirty (30) days prior to the intended date of termination. Nothing in this Agreement shall relieve any party from an obligation that may have arisen or accrued prior to the termination of this Agreement. Each party agrees to perform its obligations under this Agreement until the termination is effective. This Agreement is considered terminated upon violation of any of the terms and conditions of this Agreement by the SECOND PARTY. Upon termination of this Agreement for any cause, or should the SECOND PARTY decide not to render services anymore, the SECOND PARTY agrees to delete all information from his/her files related to the FIRST PARTY and/or the student. Upon termination of this Agreement, the SECOND PARTY shall return to the FIRST PARTY all documents and other materials in its possession, custody or control which bear, incorporate or are generated from any confidential information and permanently delete any such documents or materials from any computer or similar machine in the possession, custody or control of the SECOND PARTY. 9.1. Breach of the Code of Conduct Breach of the code of conduct, mentioned in Section 5, may result to a warning sent via email on the first offense of the same nature. Following offenses could result to penalty and/or immediate termination. 9.1.1. Cancellation ratio beyond benchmark The SECOND PARTY ought to be online for his/her lessons. Cancellation of lessons is permissible with 2-day notice.

Frequent cancellation on short-notice and/or without notice must be avoided. The tutor could be penalized by fee deduction once he/she reaches a certain percentage of cancelling the schedule he/she has previously provided. 9.1.2. Poor Lesson Quality beyond set criteria The SECOND PARTY maintains his/her responsibility over the quality of his/her lessons in terms of sound quality, lesson skill and attitude with respect to the criteria pre-set by the company. The SECOND PARTY shall be warned on the first offense via email upon exceeding the acceptable level of dissatisfactory percentage as per student evaluation. The SECOND PARTY shall be subject to either partial-hiding or lesson slot limitation upon the second and the next offenses depending on the criterion not met. 9.1.3. Several student complaints were filed Upon receipt of complaints from students being tutored by the SECOND PARTY, the FIRST PARTY shall send an email to the tutor for one or more purposes of warning, solicitation of explanation or comment, or notice of suspension, or termination depending on the gravity of the offense. 9.1.4. Asking why the student gave a low evaluation score Students have the discretion to evaluate the SECOND PARTY's performance and lesson environment (i.e. sound quality, lesson skill and attitude). The SECOND PARTY is not allowed to ask directly or indirectly his/her students why his/her lesson evaluation score or average is decreasing, or why his/her dissatisfaction percentage is increasing. 9.1.5. Interaction with students within the context of RareJob lessons The interaction between the SECOND PARTY and his/her students should be limited to RareJob lessons.

Furthermore, the SECOND PARTY is not to contact the student to invite him/her to visit the Philippines or any other country and organize a meeting with him/her. In doing so, the SECOND PARTY understands that the same can be a ground for termination of this Agreement.

9.1.6. Receiving of gifts/compensation directly from the student. The SECOND PARTY shall not receive any compensation or gift directly from a student. 9.1.7. Asking/ Giving personal information especially contact details not allowed The SECOND PARTY shall not collect the personal information of any of the students to whom they give lessons to under this Agreement. Any contact between the SECOND PARTY and the student should be done through Skype, the FIRST PARTY's website and/or through the FIRST PARTY. The SECOND PARTY is not to disclose any direct contact details which includes, but is not limited to, the SECOND PARTY's phone number, home address and email address. 9.1.8. Teaching outside lesson hours is not allowed; not remunerated for Pursuant to Section 9.1.5, tutors should only conduct lesson during the fixed lesson hours set by the FIRST PARTY. The SECOND PARTY acknowledges that conducting lessons outside the FIRST PARTY's allowed schedule is prohibited and will not be remunerated for. In doing so, the SECOND PARTY understands that the same can be a ground for termination or cancellation of this Agreement. 9.1.9. Offenses not otherwise specified Other similar or analogous offenses, not specified in the abovementioned sections, shall also be given a warning and may consequently result to termination. 9.2. Acts against the Company

Acts against the company may result to termination. Legal action shall be taken as that which applies in the Japanese law, and restitution of actual damage shall be imposed. 9.2.1. The FIRST PARTY may also terminate this Agreement with immediate effect and without complying with the thirty (30) days' notice upon the occurrence of any of the following: (a) Engaging in a business similar to the business of the FIRST PARTY without reporting to the FIRST PARTY of the SECOND PARTYs affiliation to a third party; Contacting of tutors for employment or contracting for a business is not allowed The SECOND PARTY is not to engage in a business similar to that of the FIRST PARTY without the written acknowledgement of the FIRST PARTY of the report of the SECOND PARTY on his/her affiliation to a third party. The SECOND PARTY agrees not to use the FIRST PARTY's website and service to directly or indirectly recruit, solicit, or contact in any form, students or other tutors that the FIRST PARTY has a similar Independent Contractor Agreement for employment or contracting for a business not affiliated with the FIRST PARTY. If any tutor or student stops to use the service of the FIRST PARTY directly or indirectly due to such recruitment or solicitation, The SECOND PARTY shall pay the amount of PhP 100,000 per person or actual amount damage to the FIRST PARTY, whichever is higher, even after termination of this Agreement. (b) Disclosure of students' personal information and other related information of the students to third parties. The SECOND PARTY agrees to keep information of the student confidential at all times. Disclosure of which shall result to immediate termination and penalty. In the event that such disclosure of confidential information is made known to another third party other than those involved, the SECOND PARTY shall pay the amount of Php 100,000, or actual amount damage to the FIRST PARTY, whichever is higher, even after termination of this Agreement.

(c) Disclosure of the system, manuals, materials and all that which the FIRST PARTY has copyright thereof to third parties The SECOND PARTY agrees to keep all files, information, materials and other information which the FIRST PARTY has given him/her access to. In the event that such disclosure is made, the SECOND PARTY shall pay the amount of Php 100,000, or actual amount damage to the FIRST PARTY, whichever is higher, even after termination of this Agreement. 9.3. Policy for Anti-Social Forces The SECOND PARTY shall not be involved with any groups or individuals corresponding or belonging to the so-called anti-social forces (the "ASF"), that pursue economic benefit by making full use of violence, force and/or fraudulent means. The SECOND PARTY acknowledges that having any relationship with the ASF shall result to immediate termination of this Agreement and that it shall indemnify and hold harmless the FIRST PARTY for and from any damages caused thereby. 10. LIABILITY AND CANCELLATIONS 10.1. When the FIRST PARTY's website content is not updated, incomplete or incorrect, the FIRST PARTY will not be held liable. The SECOND PARTY acknowledges that the FIRST PARTY's website may contain certain information that is not correct, complete or current. The FIRST PARTY and its partners cannot be held liable in any way. The FIRST PARTY should take all reasonable efforts to ensure that information on its website is correct, but the FIRST PARTY cannot give representations or warranties, expressed or implied, in relation to the accuracy or completeness of the said information. 10.2. The FIRST PARTY will not be held responsible as well for technical malfunctions such as Skype problems, Internet connection problems, power outages and other related problems. 10.3. No guarantee that the FIRST PARTY's website is free from delay, errors, defects or viruses; the FIRST PARTY will not be held liable.

The FIRST PARTY's website excludes all warranties of any kind to the fullest extent permissible by law and does not guarantee the accuracy or completeness of the FIRST PARTY's website or any information or content that it is free of defects or viruses. The FIRST PARTY's website including the content is unless otherwise stated provided free of charge. The FIRST PARTY will not be liable to the SECOND PARTY for any loss or damage of any kind arising from the unauthorized use of the FIRST PARTY's website and any information contained within it. The FIRST PARTY should use reasonable endeavours to ensure that the FIRST PARTY's website is and stays fully operational. However, the SECOND PARTY should acknowledge that due to the nature of internet, the FIRST PARTY cannot guarantee that the FIRST PARTY's website is free from delays, interruptions or errors. In the event that the FIRST PARTY is infiltrated by unauthorized third parties, the FIRST PARTY will not be held liable for any resulting misuse of the personal data. The liability of the FIRST PARTY will be limited to direct damages resulting from the use of or visiting of the FIRST PARTY's website. The liability to indirect damages will be in all circumstances, excluded. Under no circumstances, including, but not limited to the intentional act or gross negligence of the SECOND PARTY shall the FIRST PARTY be liable for any direct, indirect, special, incidental or consequential damages, including but not limited to loss of data or profit, arising out of or relating to the use, or inability to use, the contents of the FIRST PARTY's website, the service or any portion thereof, even if the FIRST PARTY or its authorized representative has already been informed of the possibility of such damages. If the SECOND PARTY's use of the FIRST PARTY's website including the download of materials, results in the need for servicing, repair or correction of equipment of the SECOND PARTY, the SECOND PARTY assumes responsibility. The FIRST PARTY will not be held liable for claims, demands and damages of every kind and nature arising from the dispute between the SECOND PARTY and the FIRST PARTY's student arising from, or in any way, connected with the use of the FIRST PARTY's website. 11. SEVERABILITY

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

12. COUNTERPARTS This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed. 13. LAW AND VENUE APPLICABLE The FIRST PARTY and the SECOND PARTY agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Tokyo, Japan. This Agreement shall be construed and governed by the laws of Japan. Each party irrevocably submits to the jurisdiction of the courts only and exclusively in Japan for the purpose of enforcing a right or obligation under or arising out of this Agreement.