SicommNet’s Code of Business Ethics (the “Code”) applies to all directors, officers, employees, representatives, and consultants of SicommNet and its subsidiaries (included in the term “Professional Colleagues” in this Code). Each Professional Colleague is expected to know, understand and abide by proper and legal business practices, and perform under a standard of professional behavior that adheres to high principals of SicommNet’s Code of Business Ethics. Each Professional Colleague is responsible for his/her own conduct, and managers are expected to lead by example.
There are three fundamentals of the SicommNet Code of Business Ethics:

As SicommNet’s Professional Colleagues, each of us has the direct role in helping to maintain the company’s financial integrity. All documents, records, accounts, statements, and transactions related to the company and its business must be recorded and maintained fully, fairly, accurately, and in a timely fashion. SicommNet financial statements and public and private communications must be understandable, and must not be false or contain misrepresentations or omissions that result in misleading communications. All assets, liabilities and transactions of the company must be recorded in the company’s financial records and be properly disclosed. Undisclosed and unrecorded side-letters, i.e., hidden arrangements that alter the company’s obligations, are prohibited. In addition, each Professional Colleague is responsible for compliance with the company’s time off and expense reimbursement policies and for submitting accurate reports of time off and business expenses consistent with these policies

Conflicts of interest can compromise a Professional Colleague’s business ethics. A conflict of interest exists when a Professional Colleague’s loyalty or actions are divided between the company on the one hand and the Professional Colleague (or a member of the Professional Colleague’s family), a competitor, supplier, customer, or other third party on the other hand. Professional Colleagues and their immediate families are expected to avoid situations that create an actual or potential conflict between the Professional Colleague’s (or other party’s) personal interest and the interest of the company. .

Professional Colleagues may entertain, or be entertained by current or prospective customers, suppliers or vendors, where the entertainment, typically a meal at a restaurant or attendance at an event or seminar, is intended to foster a better working relationship and the event or entertainment is consistent with reasonable business practices, provided that it is not illegal or prohibited under applicable laws and regulations. Please note that many seemingly immaterial forms of “entertainment” may be unlawful if the subject customer, supplier or vendor is a governmental or quasi-governmental entity. If you are uncertain about the legality of entertaining or being entertained by any current or prospective customers, suppliers or vendors, please seek the advice of your supervisor or a member of the company’s senior management prior to engaging in such activity.

Professional Colleagues and their immediate families are not, however, to give or receive anything of material value which directly influences the Professional Colleague’s, donor’s, or recipient’s decision to contract with SicommNet or the terms under which SicommNet and the donors or recipients do, or will do, business. This restriction applies to giving or receiving gifts, money, entertainment, and discounts for personal use or preferential treatment.

Professional Colleagues may not give gifts of any value to customers and prospects associated with governmental or quasi-governmental entities. However, items of nominal value that are distributed to promote the SicommNet name or brand may be distributed to participants at conferences or trade shows.

Professional Colleagues should not do business on behalf of SicommNet with a supplier in which the Professional Colleague or the Professional Colleague’s immediate family member has an interest, without first disclosing the relationship to the general counsel and obtaining the general counsel’s consent and your supervisor or SicommNet’s senior management to do business with the supplier.

Investment in, or holding a position with, a company with which SicommNet does business or in which SicommNet also invests must be disclosed to the general counsel prior to investing. Professional Colleagues of SicommNet should disclose such relationships at the time SicommNet enters into a relationship with the subject company. If SicommNet has an existing relationship with an entity in which a Professional Colleague is an investor or holds a position at the time of joining SicommNet, the Professional Colleague must disclose such relationship to the general counsel immediately upon joining SicommNet. Based on the disclosure, the Professional Colleague may be restricted from participating in certain decisions as they relate to the company in which the Professional Colleague (or the immediate family member) holds the position or has invested, and additional approval or disclosure may be required. It is not a conflict of interest, and no disclosure is required, to invest in a publicly traded company, provided the ownership interest is less than 5%, and provided there is no violation of SicommNet’s insider trading policies. If you are uncertain about whether disclosure of any particular holdings or relationships is required, you must seek the advice of your immediate supervisor or a member of SicommNet’s senior management.

SicommNet expects its Professional Colleagues to devote their full work time, energies, abilities and attentions to the fullest extent of their assignments to SicommNet’s business. The pursuit of other activities that may potentially interfere with this obligation should be undertaken only after disclosure to and consent of the CEO to whom you or your group reports, except where different reporting is required under this policy. Receipt of compensation from a third party for activities undertaken for SicommNet is prohibited.

If you are asked to join the Board of Directors of another company, you must check with the general counsel to make sure that there is no conflict of interest.

There may be financial or other investment or business opportunities that you become aware of in the course of your work for the company or service on its Board that would benefit SicommNet. If management is not already aware of the investment or opportunity, you must inform the Vice President to whom you or your group reports, of the investment or opportunity. Thereafter, the Board will determine whether SicommNet will pursue the investment or opportunity. You must not make the investment yourself or otherwise take advantage of the opportunity unless the company declines or you obtain permission from the general counsel (or in the case of the Board members, from the Board), and it is otherwise not a conflict of interest under this policy.

SicommNet expects other companies to respect its intellectual property rights and itself has a policy that prohibits unauthorized use of copyrighted, patented or other proprietary material or information belonging to others. SicommNet also prohibits, in the course of doing work for SicommNet, the use of software or other proprietary rights of third parties without authorization or a license to do so, or for purposes other than the purposes for which such software or other proprietary rights have been authorized or licensed.
Professional Colleagues should not use any proprietary or confidential information belonging to any former employers, or provide such information to other SicommNet Professional Colleagues.

The FCPA prohibits American companies in all countries in which they are doing business from directly or indirectly making certain payment to foreign government, governmental entities, agents, or their Professional Colleagues, regardless of whether such payment or gifts are “standard” practice in the particular country or region.

Professional Colleague should not discuss the pricing of SicommNet products and services with competitors or the terms under which SicommNet may bid for a perspective customers business. If you are present at any discussion with competitors in which prices or terms are discussed, contact SicommNet’s general counsel immediately.

Professional Colleagues may be exposed to sensitive information about the company’s performance or strategic plan before the information becomes public (“Inside Information”). The premature disclosure of such Inside Information could have a materially adverse effect on the company’s business. Accordingly, disclosure of Inside Information is strictly prohibited and every Professional Colleague of SicommNet has a legal obligation to keep Inside Information confidential and not to disclose such information to anyone before the information becomes public.

Along with the laws and regulations identified above, SicommNet Professional Colleagues have an obligation to comply with all other applicable laws and regulations including those respecting work place and privacy rights, export restrictions, and other laws that are specific to a particular country or jurisdiction.
If you have questions or concerns regarding the applicability of any law to you and your position with SicommNet you should seek the advice of your immediate supervisor or a member of the company’s senior management. .

SicommNet maintains a competitive advantage because SicommNet has certain copyrights and other intellectual property rights to its software products and its business generally that only SicommNet can use. Providing access to others to SicommNet products or their source code, or other aspects of SicommNet’s intellectual property, except to the extent that the company policies and approved business practices allow it, could impair SicommNet’s ability to compete and reduce the value of its intellectual property. Accordingly, providing such unauthorized access is strictly prohibited.

No funds of the company can be used for any unlawful purposes, or to improperly influence or attempt to improperly influence any other person. No Professional Colleague can authorize a payment to be made from company funds for any purpose other than described in the supporting documentation for the payment.

SicommNet will not make personal loans to directors or officers of the company.

If you feel that there is a reason to make some exceptions, or if you have any questions regarding this policy, please seek appropriate legal advice from SicommNet’s general counsel.

Professional Colleagues who are unsure whether a certain transaction, activity, or relationship constitutes a conflict of interest must communicate with the general counsel promptly to discuss the potential conflict or obtain a determination as to whether there is a potential conflict, and if there is, what action, if any, is required to resolve the conflict.
The general counsel will discuss potential conflicts involving executive officers and directors of the company with the audit committee of the Board of Directors and the audit committee will be responsible for making determinations and taking any action necessary to resolve a conflict with respect to such executives and directors. All persons covered by this Code of Business Ethics must comply with the determination of the appropriate management or Board representative.

Every Professional Colleague has a duty to report violations of the Code of Business Ethics to the general counsel immediately after the Professional Colleague becomes aware of the violation.

All directors, officers, employees, representatives, consultants, and other Professional Colleagues of SicommNet must sign a pledge to comply with the Code of Business Ethics. From time to time, Professional Colleagues may be asked to certify that they are in compliance with the Code of Business Ethics and are not aware of any violations of the policy.

SicommNet pledges not to retaliate or threaten to retaliate against any employee who reports in good faith an actual or potential violation of this code or anything covered under it. This means that the company will not tolerate harassment of, or adverse employment decisions against, an employee for having made such a report in good faith. This pledge does not mean that an employee who himself or herself violates the code and reports it will not be subject to disciplinary actions.

The general counsel, or in the case of executive officers and directors, the audit committee or the Board of Directors in consultation with the general counsel, will make a determination as to whether a Professional Colleague has violated the company Code of Business Ethics. The Professional Colleague involved will have the opportunity to communicate his or her position prior to such a decision.

Failure to adhere to these guidelines, including failure to refrain from, or to disclose, any conflict of interest or to seek approval of a covered transaction, may result in termination of employment or termination of any applicable contract(s) with the company.