Standards of Business Ethics and Conduct

Summary of Softek International’s Standards of Business Conduct​:

The following list summarizes Softek International’s Standards of Business Conduct, which are covered in more detail in the sections that follow:

• Avoid engaging in any activity that is, or may appear to be, a conflict of interest with your duties at Softek International.
• Protect Softek International’s proprietary and confidential information from improper disclosure.
• Don’t accept or offer improper payments or gratuities from or to any Softek International customer or supplier.
• Don’t accept confidential information from another person or company, or sign a confidentiality agreement in favor of someone else, without proper internal authorization.
• Comply with applicable laws and Softek International policies when engaging in Softek International-related securities trading and market communications.
• Respect the rights and dignity of fellow employees.
• Comply with Softek International policies regarding the use of Softek International’s information resources.
• If your position with Softek International requires you to create or provide information relating to Softek International’s financial records, make sure that such financial records are accurate, complete, and comply with applicable laws and accounting principles.
• Make sure that your business relationships with Softek International’s customers, suppliers and competitors comply with all applicable laws, including U.S. antitrust laws.
• If your position with Softek International requires you to make statements regarding Softek International competitors or their products, make sure these statements are limited to current, accurate, complete, and relevant information.
• If your position with Softek International requires you to make statements regarding Softek International competitors or their products, make sure these statements are limited to current, accurate, complete, and relevant information.
• Make sure that representations to the public and third parties regarding Softek International products are current, accurate, and not misleading.
• Comply with U.S. Export laws and regulations.

Introduction and Core Values:

Today’s business environment presents Softek International’s employees with many legal and ethical challenges. You can meet some challenges, simply by exercising common sense; others require a basic understanding of the law and Softek International policy. These Standards of Business Conduct will assist you in identifying legal and ethical issues as they arise and provide guidance in resolving them. Softek International’s Core Values constitute the basis for these Standards of Business Conduct. Core Values are those principles, which we expect all Softek International employees to share with respect to their work for Softek International. Softek International’s Core Values are:

1. Integrity: We are honest in our dealings with each other and third parties. We adhere to the highest ethical standards and avoid engaging in any activity that involves even the appearance of impropriety.
2. Fairness: We are committed to maintaining a business environment that values diversity and respects the rights and dignity of our fellow employees, customers, and suppliers.
3. Accountability: We fulfill our commitments to our fellow employees, customers, and suppliers and we take responsibility for the results of our decisions and actions.
4. Excellence: We make every effort to be the best at what we do and maintain the highest standards of quality.
5. Focus: When confronted with different options or opinions concerning our business decisions, we strive to influence and make those decisions based on what is best for the Company as a whole. Once the appropriate decision-maker makes decisions, we support those decisions to the best of our ability.

The subject of business ethics covers a broad spectrum of conduct, and it is impossible to anticipate every possible situation. However, an understanding of the basic issues and concepts should alert you to the potential ethical and legal implications of your business conduct and assist you in determining the appropriate course of action. In light of the following questions:

• How will this action look if revealed to my management, peers, or family or if reported in the media? 
• Does this action sacrifice Softek International’s long-term interests in order to deal with an urgent, short-term situation?

These policies apply to Softek International employees wherever located. To the extent that the policies contained here require higher standards than required by local law, Softek International requires adherence to those higher standards. This is the only way that we can ensure fair and consistent treatment for our employees, customers, and suppliers around the world.

If you have any questions concerning these Standards of Business Conduct and how they apply to a particular situation, you should contact the Softek International Legal Department. Be aware that any communication with a Softek International attorney to obtain legal advice may be protected from subsequent disclosure in legal proceedings, provided that the communication is directed to the attorney and extraneous parties are copied on the message or involved in the conversation. This “attorney-client privilege” is designed to protect the confidentiality of communications between attorneys and their clients. In this situation, the attorney’s legal and ethical obligations are to Softek International, not you personally. Any communications or information that do not qualify for attorney-client or other legal privileges (including e-mail messages and files maintained by employees) may be subject to disclosure in future legal proceedings. Should you encounter any of the potential legal problems discussed herein, contact the Softek International Legal Department immediately.

Your Relationship with Softek International:

As a Softek International employee, you have a responsibility to perform your duties in a manner consistent with Softek International’s best interests. At a minimum, you must avoid potential conflicts of interest and protect Softek International’s confidential information from unauthorized use or disclosure.

Avoiding Conflicts of Interest:-

A conflict of interest arises in any situation where there is a potential for divided loyalties between your personal interests and your obligations to Softek International. Typically, such conflicts arise when an employee uses his or her position at Softek International to advance a personal financial interest or performs outside work that is inconsistent with Softek International’s business interests. Activity constituting an actual conflict of interest is never acceptable. Avoid activity involving even the appearance of such a conflict. Note that certain activities may be authorized if approved in advance by appropriate Softek International management. In such cases, make sure that you have fully disclosed the potential conflict in writing to, and have obtained written approval from, the appropriate manager. The appropriate level of management may vary according to the situation. Generally, the appropriate level of management should be at least director-level, in the management chain of the employee requesting the approval and free of any involvement in the potential conflict situation. Where applicable, “corporate executive officer” denotes a member of Softek International’s Executive Management Group.

The following list contains examples of some typical conflict of interest situations:

• Performing any work for or serving on the board of directors of a Softek International competitor.
• Performing any work for or serving on the board of directors of a Softek International customer or supplier, unless expressly authorized in writing by a corporate executive officer.
• Serving on the board of directors of any outside for-profit enterprise, unless expressly authorized in writing by a corporate executive officer.
• Selling any products or services that compete with or are similar to products and services provided by Softek International, unless expressly authorized in writing by the appropriate manager.
• Engaging in outside employment for a competitor or potential competitor, or that interferes with the performance of your duties for Softek International.
• Using Softek International equipment or time to engage in outside business activity.
• Possessing a significant financial interest in a third party that may influence and be affected by decisions you make on Softek International’s behalf (the definition of ”significant” will vary according to the situation. and will be determined according to what would be considered significant to a reasonable employee in a similar situation).
• Taking personal advantage of business opportunities that rightfully belong to Softek International, unless expressly authorized in writing by a corporate executive officer.
• Hiring family members or a domestic partner or having family members or a domestic partner working in an organization that you manage.
• Conducting Softek International business with family members or a domestic partner (or third parties owned or substantially controlled by family members or a domestic partner), unless expressly authorized in writing by the appropriate manager.
• Accepting compensation from third parties for services you provide on Softek International’s behalf (other than compensation provided by Softek International).
• Engaging in any outside business that would reflect adversely on Softek International.

Protecting Softek International’s Proprietary and Confidential Information:-

During your employment with Softek International, you will have access to various forms of proprietary and confidential information regarding Softek International. Any information concerning Softek International, its products, or its business that is not generally available to others is confidential. The improper disclosure of proprietary or confidential information could significantly impact Softek International’s competitive position and waste valuable company assets. In addition to constituting a violation of Softek International policy, certain types of unauthorized use or disclosure of such information may constitute a criminal offense under the Economic Espionage Act of 1996 and subject the offending party to substantial fines and/or imprisonment.

Softek International requires all employees to agree in writing that any confidential information obtained while at Softek International shall be kept confidential. In addition, many states and some countries have laws that protect companies’ proprietary and confidential information. We all share an obligation to prevent unauthorized disclosure of Softek International’s proprietary and confidential information and to ensure that authorized disclosures are made pursuant to a Softek International confidentiality agreement. The obligation to maintain the confidentiality of such information remains in effect even after termination of employment.

Softek International’s Proprietary Information Agreement (which all employees sign as a condition of employment) and various laws provide that any work developed by employees within the scope of their employment at Softek International shall belong to Softek International. All such work products must be promptly disclosed and assigned to Softek International. All employees must cooperate with Softek International to obtain such intellectual property rights as Softek International determines are necessary to protect its rights in such work product. Contractors and other individuals who provide services to Softek International are required to sign a Worker Confidentiality and Assignment Agreement, which imposes on them parallel duties of confidentiality.

Interaction with Fellow Employee:-

Softek International’s success is largely predicated on a company culture that fosters mutual respect for the rights and dignity of our fellow employees. In this regard, we all must strive to create and maintain an atmosphere of decency, fairness, and integrity in our professional interactions with each other. Interactions between Softek International and its employees or between fellow employees are subject to various laws of the country or state of employment, such as anti-discrimination laws. Softek International’s policy is to adhere to the letter and spirit of such laws. 

In most countries, as in the U.S., managers are under a legal obligation to make employment decisions on the basis of qualifications and without specific types of discrimination. We are all under an obligation to ensure that any employment actions we undertake, or are involved in, including recruitment, selection, training, compensation, corrective action, promotions, and transfers, are accomplished without discrimination based on characteristics such as race, religion, color, national origin; ancestry, physical or mental disability, medical condition, marital status, sex, age over 40, sexual orientation or veteran status.

Softek International policy, and many country and state laws, prohibit sexual and other types of harassment. Softek International’s policy is set forth in the Harassment Policy. All employees are expected to read and understand this policy. It is designed to set a high standard of professional behavior and explain the responsibility of all employees in preventing and addressing any incidences of behavior that could constitute or lead to incidences of harassment. It sets forth examples of harassment, that will not be tolerated, and the process for addressing harassing behavior:

• Verbal harassment: Epithets, derogatory comments, slurs, or innuendoes.
  Examples: Using explicit or demeaning words to describe an individual, use of patronizing terms, offensive or sexually explicit jokes or innuendo, comments about anatomy or dress, questions or comments about sexual practices, requests for dates or sexual favors despite negative responses, requiring or suggesting that an employee wear sexually explicit clothing.
• Visual harassment: Derogatory, offensive, or graphic written, printed, or electronic materials.
  Examples: Displaying hard copy or online sexual or derogatory pictures, writings or objects, obscene letters or invitations, staring or leering, sexually oriented gestures, mooning or exposing oneself, unwanted love letters, emails, notes, or gifts. Also accessing and downloading explicit material using Softek International’s network.
• Physical harassment: Unwelcome touching or physical interference.
  Examples: Touching, pinching, patting, massaging, hugging, kissing, blocking, or brushing up against hazing, or initiation that involves a sexual component.
• Sexual Demands: Unwanted sexual advances which condition an employment benefit upon an exchange of sexual favors or which threaten negative employment action if demands are rebuffed.
  Examples: Requests for dates or sexual favors by an employee in a position of power, or any threat of demotion, termination, negative assignments, etc. if requested sexual favors are not given, threatening reprisals, or negative employment action after a negative response to demand.
• Retaliation: Negative employment action taken against an employee who has made a claim or given evidence in support of a claim.
  Examples: Demoting or terminating or taking other adverse employment action against an employee for bringing a claim (even if the determination was that the claim was not proved), demoting, terminating, or taking other adverse employment action against an employee who gave testimony in an investigation, to a government agency or at trial.

Harassment may be actions on the part of Softek International managers, Softek International employees, or third parties such as customers, consultants, contractors, or vendors who deal with Softek International employees. Regardless of the source of the illegal harassment, appropriate remedial action will be taken.

Softek International managers and human resource professionals are responsible for promptly addressing all claims of harassment and for making a reasonable determination based on a full, fair, confidential investigation. Softek International’s Issue/Complaint Resolution Policy sets forth the process for dealing with harassment claims and other issues in the United States. Outside of the United States employees should contact their human resources representative. Softek International also provides training to its employees on preventing harassment. You should contact your human resources representative if you have any questions about this or any other employment policy or about title training available to you or your group.

Use of Softek International Information Resources:-

As employees of a high technology enterprise, we all rely a great deal on the use of Softek International’s information resources, such as Softek International’s Wide Area Network, to conduct our business. For example, the use of Softek International’s electronic mail capabilities and web pages has become essential to communicate with and convey information to each other and third parties. Softek International’s information resources are intended for company-related business use. While Softek International understands that employees may sometimes use such resources for personal interests, such use should be limited and consistent with these Standards of Business Conduct (including the policies above regarding harassment and use of Softek International equipment to engage in outside business activity). In addition, Softek International’s information resources are Softek International property and Softek International reserves the right to examine, use, copy, and/or delete user files for purposes consistent with Softek International’s business interests.

Your Relationship with Commercial Customers and Suppliers:-

Softek International’s success is directly related to our ability to maintain strong business relationships with our customers and suppliers. Those who deal with Softek International must be confident of our commitment to fairness and integrity. This commitment requires that Softek International employees know Softek International’s policies governing these relationships.

Payments and Gratuities:-

It is sometimes customary for persons or companies doing business with each other to exchange gifts or pay for one another’s meals. For example, a dinner or an exchange of advertising novelties bearing corporate logos might celebrate the execution of a contract. The appropriateness of exchanging such gratuities will depend on the circumstances. In general, it is permissible to accept or provide a token gift or meal if the following criteria are met:

• The gratuity is of customary value as determined by industry practices (so it is not construed as a bribe or kickback).
• The gratuity is for the purpose of promoting goodwill and is not intended to influence a particular decision or create a reciprocal obligation.
• The gratuity is customary in the country where the exchange takes place and is not in violation of any laws.
• Public disclosure of the gratuity would not reflect adversely on Softek International.
• Wherever practicable, the acceptance of or the provision of the gratuity has been approved by the appropriate manager.

It is never permissible to provide compensation to or receive compensation from, employees of any customer or supplier (whether in the form of cash, paid vacations, lavish gifts, or otherwise). Inducements to purchase Softek International products and services must be limited to appropriately authorized, published promotional or incentive programs. Any gifts or rewards offered to Softek International employees by a third party in connection with the purchase of the third party’s products on Softek International’s behalf must be reported to the appropriate manager and acceptance of such gifts or rewards may be authorized only if the above-mentioned criteria are met. Also, the rules for providing gifts and meals to government officials and contractors are different than those applicable in the strictly commercial context. It is generally not permissible to offer gifts or meals of any value whatsoever to U.S. government officials or employees of U.S. government contractors and employees of such entities are subject to strict rules governing this area.

Handling Third-Party Proprietary and Confidential Information:-

Many Softek International employees receive access to third-party proprietary and confidential information, either directly from the third party or otherwise. To protect Softek International against possible claims of misuse or misappropriation, we must understand our obligations with respect to such information.

Often another company will submit its own confidential information directly to a Softek International employee and ask that employee to sign a confidentiality agreement. This is understandable; Softek International protects its own confidential information in the same manner. However, the third party’s confidentiality agreement may contain terms that are onerous or inconsistent with Softek International’s business practices. In addition, acceptance of the third party’s confidential information may harm Softek International’s intellectual property interests should we subsequently become involved in a dispute over whether we developed a certain technology based on our own independent work or on the third party’s confidential information. Therefore, you should never accept such information without appropriate Softek International management authorization or sign a third party’s confidentiality agreement without Softek International Legal Department approval.

Softek International has no right to use a third party’s confidential information without the consent of the owner. While it is necessary and proper to obtain competitive information through market research, product evaluation, and other public information, you may not obtain or attempt to obtain competitive information through unethical or illegal means. In particular, you may not obtain or attempt to obtain confidential information about competitors from the competitor’s former employees or from Softek International business partners, customers, and suppliers doing business with such competitors. If you obtain any third-party information that appears to be confidential, you should find out whether the information is in fact confidential and whether its disclosure to Softek International was properly authorized. If such disclosure was not properly authorized, turn the information over to the Softek International Legal Department for proper disposition. In addition to constituting a violation of Softek International policy, certain types of unauthorized use of third-party proprietary information (including improperly receiving such information) may constitute a criminal offense under the Economic Espionage Act of 1996 party to substantial fines and/or imprisonment. Also, unauthorized use of third-party proprietary information in connection with a U.S. government procurement may constitute a criminal offense under U.S. government procurement integrity rules.

When using third-party proprietary or copyrighted information, such as software, make sure that you Comply with the terms and conditions of the applicable license agreement the third party’s intellectual property rights in such information  (by using it without the third party’s permission or making unauthorized copies, for example). Misuse of any third-party copyrighted work may constitute a crime punishable by fines and imprisonment under applicable copyright laws. If in doubt concerning your proposed use of a third-party proprietary or copyrighted
work, don’t hesitate to contact the Softek International Legal Department.

Payments to Government Officials and Government Contractors:-

Under no circumstances will Softek International make or offer to make any payment or gift to any government official of any country or government contractor employee, unless otherwise expressly authorized in accordance with these Standards of Business Conduct. As previously mentioned, even providing token gratuities or inexpensive meals is in light of the government’s vigorous campaign against abuse of the procurement process. Most government contractors have similar policies. Whether or not intended to influence a particular action, such conduct may all too easily be construed as an attempted bribe or kickback. The laws and regulations governing such conduct are strictly enforced and the penalties for violation are severe both for Softek International and for the individuals involved.

It is a criminal offense to offer or give anything to a U.S. government employee in order to obtain a contract or favorable treatment under a contract. Also, as a general rule, government employees are prohibited from soliciting or accepting any gift from any person who (1) is seeking official action by the government employee’s agency, (2) does or seeks to do business with the government employee’s agency, (3) conducts activities regulated by the government employee’s agency, or (4) has interests that may be substantially affected by performance or nonperformance of the government employee’s official duties. Similar criminal prohibitions may apply when dealing with contractors to the U.S. government. Offering, giving, soliciting, or accepting anything of value in return for favorable treatment on such contracts may be construed as an illegal kickback.

In addition to the above, the U.S. government’s Office of Government Ethics (“OGE”) has established rules prohibiting U.S. government personnel from accepting anything having a value of twenty dollars or greater from any one source that does or seeks to do business with the U.S. government. There is a fifty-dollar annual limit on accepting anything of value from any one source. Prohibited gifts include gratuities, loans, transportation, training, lodging, and meals, regardless of the form in which they are provided. Softek International employees must be attentive to the strict rules that OGE has established for U.S. government employees and contact the Softek International Legal Department in the event of any questions or concerns.

Compliance with U.S. Government Contracting Practices:-

Government contracts often require the contractor to certify that it has complied with various contract requirements. For example, Softek International may be required to certify that certain pricing data is accurate, that our products conform to certain specifications, or that Softek International complies with equal employment opportunity laws. Everyone involved in the verification or signing of these certifications has an obligation to ensure that they are accurate and complete. Failure in this area may result in suspension or debarment from government business, in addition to civil liability and severe criminal penalties for Softek International and individual employees.

Softek International’s commitment to integrity is constant, whether dealing with government or commercial customers. However, special rules apply when dealing with the government and compliance with those rules is essential to our business and reputation.  If questions arise in this area, contact the Softek International Legal Department.

Conclusion

These Standards of Business Conduct highlight the types of legal and ethical challenges that may arise during your employment with Softek International. This document is not comprehensive but is intended to alert you to legal and ethical issues that you must bear in mind as you perform your work for Softek International. Recognizing and avoiding problems in these areas are critical to Softek International’s success and to your success at Softek International. Violations of these policies may result in disciplinary action, up to and including termination of employment. If you have any questions concerning the issues raised in this document or any other business conduct issues, don’t hesitate to contact the Softek International Legal Department.