Business Ethics for Gathering Information on Competitors - PDF by hkz15949

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									Code of Ethics and
Business Conduct
TABLE OF CONTENTS

Code of Ethics and Business Conduct ............................................................................................................................4

    Ethical Principles ......................................................................................................................................................4

    Respect for the Individual ........................................................................................................................................4

    Create a Culture of Open and Honest Communication...........................................................................................4

       TAF’s whistleblower policy: ...................................................................................................................................5

    Proprietary Information ...........................................................................................................................................5

    Selective Disclosure..................................................................................................................................................5

    Business Conduct .....................................................................................................................................................5

    Working with Clients ................................................................................................................................................6

    Conflicts of Interest ..................................................................................................................................................6

       Gifts and Entertainment ........................................................................................................................................6

       Accepting Business Courtesies ..............................................................................................................................6

       Speculation or Competition with TAF ....................................................................................................................7

       Purchases from Employees or Family Members ...................................................................................................7

       Government Service ..............................................................................................................................................7

    Uphold the Law ........................................................................................................................................................7

       Competition ...........................................................................................................................................................7

       Contact with Competitors .....................................................................................................................................8

       Gathering Competitor Information .......................................................................................................................8

       Legal Compliance ...................................................................................................................................................8

    Working with Government Officials ........................................................................................................................8

       Lobbying Government Officials ...........................................................................................................................10

    Accounting/Financial and Corporate Information ................................................................................................10

    Antitrust .................................................................................................................................................................10

Code of Ethics and Business Conduct                                           03/04/2010                                                                              Page 2
  Political Contributions............................................................................................................................................11

  Safeguarding Assets ...............................................................................................................................................11

  Protecting Proprietary Information .......................................................................................................................11

  Complying with the Code Ethics and Business Conduct .......................................................................................11

  Enforcing the Code of Ethics and Business Conduct .............................................................................................12

  Disciplinary action will be taken: ...........................................................................................................................12




Code of Ethics and Business Conduct                                     03/04/2010                                                                           Page 3
                      CODE OF ETHICS AND BUSINESS CONDUCT

ETHICAL PRINCIPLES

TurnAround Factor (“TAF”) has adopted and implemented a Code of Ethics and Business Conduct
(“Code of Conduct”) program designed to encourage ethical conduct and a commitment to compliance.
This Code of Conduct is just one part of this program. The Code of Conduct is a set of guidelines,
standards and procedures intended to (i) prevent and detect wrongful conduct, (ii) assist in making
decisions on behalf of TAF, (iii) aid in avoiding conflicts of interest. Nothing on the Code of Conduct is
intended to create any enforceable employee contract rights.

No guidelines can be all-inclusive. However, the guidelines contained in this document have been
identified by TAF as especially important.

The responsibility for proper conduct rests with each of us. There is no substitute for personal integrity
and good judgment. When faced with a difficult situation, consider these three questions:

    1. Is my action or decision the right thing to do?
    2. Could my action withstand public review?
    3. Will my action or decision protect TAF’s reputation as an ethical company?

If the answer to each question is “yes” the action or decision is probably a correct one.


RESPECT FOR THE INDIVIDUAL

TAF is an equal employment employer and is committed to providing a workplace that is free of
discrimination of all types. Any employee who feels harassed should report the incident to a supervisor
immediately or to human resources. More information regarding this is available in the TurnAround
Factor policy on harassment.


CREATE A CULTURE OF OPEN AND HONEST COMMUNICATION

Managers and supervisors have a responsibility to create an open and supportive environment where
employees feel comfortable raising ethical questions. The management team will work diligently to detect
and prevent criminal conduct. It is important that employees exercise their power to prevent mistakes or
wrong doing by asking the right questions at the right time.

TAF will investigate all reported instances of questionable or unethical behavior. In every instance where
improper behavior is found to have occurred, the company will take appropriate action. Retaliation
against employees who raise genuine ethics concerns in good faith will not be tolerated.




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TAF has a compliance reporting policy and procedure that allows employees to submit issues
anonymously.


TAF’S WHISTLEBLOWER POLICY:

A whistleblower as defined by this policy is an employee of TAF who reports activity that he/she considers
to be illegal or dishonest to one or more of the parties specified in this policy. The whistleblower is not
responsible for investigation of such activity or for determining fault or corrective measures; appropriate
management officials are responsible for these actions.

If an employee has knowledge of or a concern of illegal or dishonest fraudulent activity the employee is to
follow TAF’s whistleblower submittal process and procedure. The employee must exercise sound
judgment to avoid baseless allegations. An employee who intentionally files a false report of wrongdoing
will be subject to discipline up to and including termination.

Whistleblower protection is provided in two important areas –confidentiality and against retaliation.
Insofar as possible, the confidentiality of the whistleblower will be maintained. However, identity may
have to be disclosed to conduct a thorough investigation, to comply with the law and to provide the
accused individuals their legal rights of defense. TAF will not retaliate against a whistleblower. This
includes, but is not limited to, protection from retaliation in the form of an adverse employment action
such as termination, compensation decreases, or poor work assignments and threats of physical harm.
Any whistleblower who believes he/she is being retaliated against must contact Human Resources
immediately. The right of a whistleblower for protection against retaliation does not include immunity for
any personal wrongdoing that is alleged and investigated.


PROPRIETARY INFORMATION

We will not acquire or seek to acquire through improper means a competitor’s trade secrets or other
proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or
alteration of software or intellectual property.


SELECTIVE DISCLOSURE

We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations,
proposals or otherwise) any material nonpublic information with respect to TAF, its business operations,
plans, financial condition, results of operations or any development plan. We should be particularly
vigilant when making presentations and proposals to clients to ensure that our presentations do not
contain nonpublic information.


BUSINESS CONDUCT

Conducting the business of TAF means that we deal with a variety of people and organizations including
clients, competitors, vendors, government representatives, and other employees. These relationships will
be based on honesty and fairness. We will be truthful representing TAF.


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WORKING WITH CLIENTS

There will be no bribes, illegal payments or pricing practices. We will only promise what we can deliver.
Our services will be truthfully and ethically represented.


CONFLICTS OF INTEREST

A conflict of interest exists where one or both parties in a relationship receive or give unfair advantage or
preferential treatment because of the relationship. If you are not sure if your relationship with another
organization or person conflicts with your job performance or TAF’s interests, discuss the circumstances
with your supervisor or the Director of Finance.


GIFTS AND ENTERTAINMENT

The services provided by TAF must always be free from inappropriately seeking, receiving, giving, or
furnishing gifts, favors or entertainment. Therefore, gifts, favors, entertainment or other forms of personal
benefit may only be provided by or on behalf of, TAF to a client, or may only be accepted from a client or
vendor if all of the following criteria are met:

    •   The item is consistent with normal and accepted business ethics of the country in which it is
        provided.
    •   It does not violate the laws of the United States or the country in which it is provided, or TAF
        policy;
    •   If a gift, it has only nominal value; and if a favor or entertainment, is reasonable in cost, amount,
        quantity and frequency, and not excessive;
    •   It cannot, under the surrounding circumstances, be reasonably construed as a bribe, payoff or
        kickback;
    •   It involves no element of concealment; and
    •   Public disclosure of it would not embarrass TAF or damage TAF’s reputation;
    •   It does not violate standards of conduct of the recipients organization; and
    •   The expense is documented and the business purpose is clearly stated.

Under no circumstances may an employee accept cash or cash equivalents or personal loans.


ACCEPTING BUSINESS COURTESIES

Most business courtesies offered to us in the course of our employment are offered because of our
positions at TAF. We should not feel any entitlement to accept and keep a business courtesy. Although
a position at TAF may not be used to obtain business courtesies, they should never be requested, they
may be accepted unsolicited in order to promote successful working relationships and good will with firms
that TAF maintains or may establish a business relationship.

Employees who award business and/or contracts or who can influence the allocation of business, who
create specifications that result in the placement of business or who participate in negotiation of contracts

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must be particularly careful to avoid actions that create the appearance of favoritism or that may
adversely affect TAF’s reputation for impartiality and fair dealing. The prudent course is to refuse a
courtesy from a supplier when TAF is involved in choosing or reconfirming a supplier or under
circumstances that would create an impression that offering courtesies is the way to obtain TAF business.


SPECULATION OR COMPETITION WITH TAF

You may never take personal advantage of, or make available to others, any business opportunity in
which it is known, or could be reasonably known, that TAF would be interested in, without advance written
approval from TAF’s president. The obvious examples are any interest in a firm, in which TAF is known
to have an interest in acquiring. In no event may you deal for your own account in services performed by
TAF.


PURCHASES FROM EMPLOYEES OR FAMILY MEMBERS

Purchases by TAF from employee family members or others with close personal relationships can give
rise to conflicts of interest. Except for individuals who will be paid through the TAF payroll system, TAF
will not purchase goods or services from any employee or close relative of an employee without the prior
consent of TAF’s president. While not intending to prohibit personal relationships, management is
responsible for taking appropriate action, including disciplinary action, to protect TAF when a personal
relationship is contrary to the company’s interest.


GOVERNMENT SERVICE

Your service in government positions may present a conflict of interest. If election or appointment to such
position is anticipated, you must request the written approval of the TAF president. If you hold
government office, it is expected that you will abstain from any vote or decision with materially involves
the interests of TAF.


UPHOLD THE LAW

TAF’s commitment to integrity begins with compliance with all laws, rules and regulations where we do
business. Each of us must have an understanding of the company policies, laws, rules and regulations
that may apply to our specific positions and roles. If we are unsure of whether a contemplated action is
permitted by law or by TAF policy, we should seek the advice from a supervisor or resource expert. We
are responsible for preventing violations of law and for speaking up if aware of possible violations.

TAF management team work diligently to detect and prevent criminal conduct by TAF agents.


COMPETITION

TAF sells its services on merit-not by making false or misleading comparisons with the competition.
Specifically we will not intentionally:



Code of Ethics and Business Conduct            03/04/2010                                             Page 7
    •   Misappropriate or misuse trade names or trademarks of a competitor;
    •   Make false or misleading statements about a competitor or its services, business practices,
        financial status or reliability; or
    •   Engage in false or misleading advertising


CONTACT WITH COMPETITORS

The basic policy is for TAF employees to have no inappropriate contacts with our competitors. That way,
we comply with the law and also maintain full independence and freedom to act. Any business activity
which involves repeated or unusual contact with competitors – whether at meetings, in telephone calls or
by correspondence – must be approved by TAF’s president.

    •   Avoid unfair acts against competitors. Prohibited activities include:
           o Threats and harassment, physical abuse, and equipment tampering directed against a
                competitor;
           o Unlawfully interfering with an existing contractual relationship between a competitor and
                its customer; and
           o Raiding key employees with the intent to drive a competitor out of business.


GATHERING COMPETITOR INFORMATION

TAF keeps up with competitive developments and reviews all pertinent public information concerning
competitors. Information regarding competitors is collected from a variety of legitimate sources to help
evaluate our services and marketing methods. Proper sources include information from clients or which
is published in the public domain, or information lawfully received from the owner or authorized third
party.

TAF respects the trade secrets of others. There are limits to the ways that information can be ethically
acquired and used. If possession is gained regarding competitor information that is marked confidential,
or which is believed to be confidential, consult TAF’s president immediately.


LEGAL COMPLIANCE

Laws apply to dealings with competitors and the use of competitor information. Some impose criminal
penalties on employees and all can impose financial fines on both employees and their employers.

Whether specific conduct is lawful or violates the rights of a competitor or violates TAF’s Code of Ethics,
will depend upon an analysis of each situation. Before acting, especially before hiring former or current
employees of TAF competitors, consult with the president of TAF.


WORKING WITH GOVERNMENT OFFICIALS

To ensure receiving the best goods and services for the taxpayer’s money, the United States government
has imposed stringent requirements on contractors with which it does business. TAF will maintain strict


Code of Ethics and Business Conduct             03/04/2010                                            Page 8
compliance in transacting business with the United States government. Once a contract is awarded, all
contract terms and conditions will be adhered to. No deviations or substitutions will be made without the
appropriate notice to or approval of the authorized official.

TAF’s president shall disclose, in writing to the agency Office of the Inspector General (OIG), and the
Contracting Officer any credible evidence that any TAF agent has violated a civil or federal law. These
submitted documents will be marked as “Confidential” by TAF. The ordering agency and the agency
responsible for the basis contract will also receive such information marked as “Confidential”.

Bid Proposals: Doing business with the United States government usually requires TAF to submit
complete, current and accurate pricing, and other factual information as part of the bid proposal process.
Discrepancies can lead to financial penalties and possible criminal charges against TAF and the
individuals involved.

Within 30 days of any government contract awarded to TAF an authorized individual of TAF will provide
the contracting officer with a written copy of TAF’s Code of Ethics and Business Conduct policy. All
employees working on government contracts will be provided with a copy of this policy and receive
training regarding this policy.

TAF will provide timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer,
whenever, in connection with the award, performance or closeout of any government contract performed
by TAF or any subcontractor there under if TAF has credible evidence that a principal, employee, agent,
or subcontractor has committed a violation of Federal criminal law involving fraud, conflict of interest,
bribery, or gratuity violations as found in Title 18 U.S.C. or a violation of the civil False Claims Act (31
U.S.C. 3729-3733.

If a violation relates to more than one Government contract, the Contractor may make the disclosure to
the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the
violation.

 If the violation relates to an order against a Government wide acquisition contract, a multi-agency
contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other
procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the
ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies’
contracting officers.

The disclosure requirement for an individual contract continues until at least 3 years after final payment
on the contract.

TAF will fully cooperate with government agencies responsible for audits investigations or corrective
actions.

TAF fully cooperates with any and all requests for information from the government or its authorized
agents to resolve any offense.




Code of Ethics and Business Conduct             03/04/2010                                             Page 9
Hiring of United States Officials: The government has enacted specific rules to eliminate the appearance
of a conflict of interest by officials who leave government employment and go to work for government
contractors. Clearance from the President is required prior to employing, or hiring as a consultant, any
official currently or recently employed by the government, whether military or civilian.

No Gifts, Meals or Gratuities: Normal business courtesies in the commercial marketplace can be
construed as an attempt to improperly influence someone in the government marketplace in the United
States. Therefore, no TAF employee shall provide anything of value to a federal government customer,
contractor or employee of such customer or contractor:

    •   For the purpose of influencing the award, renewal or modification of a contract;
    •   In exchange for some official act: or
    •   To secure or reward favorable treatment in connection with procurement activities.

Any type of gratuity for employees of the federal government, customers, including but not limited to
meals, refreshments, travel or lodging expenses, is prohibited. Whenever you and the government
personnel participate in a joint endeavor, government personnel must pay their fare share.

Rules may also be in effect by state, local and other national governments governing the acceptance of
business courtesies such as meals, and refreshments. These rules must also be observed.


LOBBYING GOVERNMENT OFFICIALS

All lobbying activities, offering testimony or making similar, major contacts with government personnel in
the United States on behalf of TAF must be coordinated in advance by the president of TAF. Outside of
the United States, all activities that might constitute lobbying or attempts to influence government officials
should first be reviewed with management and legal counsel.


ACCOUNTING/FINANCIAL AND CORPORATE INFORMATION

TAF’s accounting records are relied upon to produce reports to management, creditors, governmental
entities, and others. All accounting records, and reports produced from these records must be kept and
presented in accordance with applicable laws. They must accurately and fairly reflect, in reasonable
detail, TAF’s income, cash flow, assets and liabilities and financial condition. “Reasonable detail” means
the level of information and degree of assurance that would satisfy a prudent person in the conduct of
his/her own affairs.


ANTITRUST

We will fully comply with the antitrust laws of the United States and all other applicable jurisdictions.
Violation of these laws can subject TAF or individual employees to criminal sanctions, substantial fines
and/or imprisonment.




Code of Ethics and Business Conduct              03/04/2010                                           Page 10
As a TAF employee it is understood that you may come into situations where family or friends work for
competitors, clients or suppliers. It is imperative that there will never be any improper discussion of
business matters. Finally, it is important to avoid conduct that could appear to constitute a violation of the
law. No matter how innocent a particular act may be legal difficulties can result if it leads others to
believe a violation has occurred.


POLITICAL CONTRIBUTIONS

No corporate funds or other assets will be paid or furnished, directly or indirectly, to a political party or
political candidate or incumbent, unless legally permissible and if approved by the President of TAF in
writing. No political contribution may be made by any employee, individually in the name of TAF.


SAFEGUARDING ASSETS

All employees are responsible for protecting the assets of TAF. Assets include TAF’s investment in trade
secrets, technology and other intellectual and proprietary information, as well as physical property.
Managers and supervisors are responsible for maintaining good controls to protect assets from loss or
unauthorized use, or disposition not in accordance with TAF’s asset disposition policy. All employees are
responsible for assisting in preventing waste and theft and assuring the integrity of the controls.


PROTECTING PROPRIETARY INFORMATION

Confidentiality is the cornerstone of TurnAround Factor’s business. Confidentiality is required for
corporate information regarding TAF. Most of the information to which each of us has access or develops
on the job is proprietary. It is TAF property and a valuable business asset. Proprietary information of
TAF may never be used for personal gain during or after employment with TAF.

Proper precautions must be taken to protect our proprietary information. Unauthorized disclosure could
destroy its value to the company and give unfair advantage to others. We are all responsible for
protecting this information. Disclosure should be limited to those who have a need to know.

Responsibility to keep information confidential continues after separation from employment with TAF.

Proprietary information requiring protection includes, without limitation, any information not generally
known about TAF’s business, such as client contracts, financial data, and reports developed for in-house
use, administrative processes, business plans, pricing and marketing strategies and lists, formulae,
devices and compilations of information which give TAF a competitive advantage.

Any situation in which TAF’s proprietary information has or may be compromised must be reported
immediately to TAF’s president.


COMPLYING WITH THE CODE ETHICS AND BUSINESS CONDUCT

All employees are responsible for understanding and complying with this policy.

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Written certification concerning the policy will be periodically required from all employees.

Any actual or contemplated conduct which you reasonably believe may constitute a violation of the Code
of Ethics and Business Conduct must be promptly reported to your supervisor, TAF president, Director of
Finance, HR or through the process as noted previously.

TAF will investigate possible violations. TAF will respect the rights of all parties concerned. Employees
are expected to cooperate with any investigation. The identity of persons reporting possible violations will
be kept confidential unless TAF is required to reveal it in order to enforce the Code of Ethics and
Business Conduct, or by applicable or judicial process.


ENFORCING THE CODE OF ETHICS AND BUSINESS CONDUCT

Failure to comply with the standards contained in the policy will result in appropriate discipline of the
offending person, up to and including termination, referral for criminal prosecution, and restitution for any
losses or damages resulting from the violation.

TAF will perform periodic reviews of the company business practices, procedures, policies and internal
controls for compliance with TAF’s Code of Ethics and Business Conduct.


DISCIPLINARY ACTION WILL BE TAKEN:

    •   If you authorize or participate directly in actions which are a violation of the Code of Ethics and
        Business Conduct;
    •   If you deliberately fail to report a violation or deliberately withhold relevant and material
        information concerning a violation of this policy;
    •   Against a supervisor or manager, to the extent that circumstance of the violation reflects
        inadequate supervision or a lack of diligence;
    •   Against any employee who retaliates, directly or indirectly, or encourages others to do so, against
        those who report a violation of the Code of Ethics and Business Conduct.

THE DIRECTOR OF FINANCE AND THE HR DEPARTMENT IS RESPONSIBLE FOR PROVIDING POLICY GUIDANCE AND
ISSUING PROCEDURES TO ASSIST EMPLOYEES IN COMPLYING WITH TURNAROUND FACTOR’S EXPECTATIONS OF
ETHICAL BUSINESS CONDUCT AND UNCOMPROMISING VALUES. THIS POLICY CONSTITUTES THE STANDARDS OF
ETHICAL BUSINESS CONDUCT REQUIRED OF ALL EMPLOYEES. MANAGERS ARE RESPONSIBLE FOR THEIR
IMPLEMENTATION AND MONITORING COMPLIANCE.




Code of Ethics and Business Conduct             03/04/2010                                            Page 12

								
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