For purposes of this Code, each reference in this policy to "Associates **"** includes all Sedona Software Solutions, Inc. (" Sedona Software") employees, officers and Board members.





Sedona Software Code of Business Conduct and Ethics sets forth certain Company policies for ethical business conduct. The Code does not create any contractual rights of any kind between the Company and a Sedona Software Associate or between the Company and third parties.














INTRODUCTION
























1  Section 1





YOUR RESPONSIBILITIES





*SOME HIGHLIGHTS OF THIS CODE*









- Aspire to act with integrity and honesty in all matters.

- Follow the law wherever you are and in all material respects.

- Keep accurate and timely financial and other records for both internal and external activities and transactions which fairly present the activities, transactions and the Company's financial position.

- Use Company assets, including its facilities, computers, supplies, materials, telephones, and work time, for the benefit of the Company, not for personal gain or benefit.

- Never bribe or improperly influence a government or regulatory official or agent.

- Deal with customers, suppliers, vendors and all other third parties fairly and at arm's length.

- Safeguard the Company's proprietary information and the information of customers, suppliers and vendors entrusted to you.

- Refrain from behavior that harms the reputation of the Company.

- Violations of this Code include direct violations as well as asking others to violate the Code or failing to cooperate in a Code investigation.

- Violating the Code can result in disciplinary action. Discipline will depend on the facts and circumstances, and may include, alone or in combination, a letter of reprimand, demotion, suspension and even termination of employment and legal proceedings.

- If you need guidance concerning this Code, Associates should contact Management or the Human Resources Department. Please review Section 9 to see how to contact these Company resources.

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Section 2




COMPLIANCE WITH THE LAW AND THIS CODE









Wage and Hour and Other Labor Laws








Antitrust Laws








Foreign Corrupt Practices Act










Securities Laws












3  Harassment and Discrimination










Health and Safety















Associates Obligations






















4  Section 3





CONFLICTS OF INTEREST








General Principles





'

























Executive Officers and Outside Directors













5  Section 4





LOANS, TRAVEL ADVANCES, USE OF COMPANY ASSETS




Loans










Travel Advances










Protection and Proper Use of Company Assets





'


6  Section 5





PROTECTING COMPANY INFORMATION










General Principles




- Do not disclose any material nonpublic information to anyone outside the Company, except when disclosure is required for business purposes and appropriate steps have been taken, such as through the execution of a nondisclosure agreement, to prevent misuse of the information.



- Unauthorized use or distribution of material nonpublic information would not only violate Company policy but could also be illegal and result in civil or criminal penalties.



- Associates trading in Sedona Software stock while in possession of material, nonpublic information concerning Sedona Software or providing any material nonpublic information to others so that they may trade in Sedona Software stock is illegal and could result in civil and criminal prosecution and penalties.



- Associates should treat the nonpublic information they receive from other companies confidentially. Any Associate with questions about the use of other companies' nonpublic information should contact Management or the Human Resources Department for guidance.



- Associates should not answer questions from the media or financial analysts; refer all such inquiries to the CEO or CFO.

7  Section 6





DISCLOSURE, FINANCIAL RECORDS, ACCURATE RECORD-KEEPING AND RETENTION OF RECORDS AND USE OF E-MAIL AND INTERNET SERVICES





Public Disclosure









- Comply with the Company's authorization procedures to ensure that the Company's transactions are properly authorized.



- Keep records that accurately, fully and timely reflect material Company transactions.



- Provide and disclose information concerning Company transactions, assets and obligations that is truthful and accurate and does not omit a fact that would alter the public's understanding or perception of the information.







Company Records












- comply with all required accounting procedures;
- correctly and accurately identify and record all assets, liabilities, and revenues;
- respond fully and accurately to internal and external auditors;
- record and classify transactions in the appropriate accounting period and in the appropriate account and department;
- support required estimates and accruals by appropriate documentation, based on good judgment.



- Make any knowingly false or misleading accounting entries;
- Make any knowingly false or misleading statements to internal or external auditors or knowingly omit or hold back information necessary to make the statements truthful;
- Withhold information, books and records from internal or external auditors.

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Business Communications Systems




















Record Retention







9  Section 7





GIFTS, ENTERTAINMENT, FAIR DEALING AND COMPETITION





Gifts and Entertainment














Competition and Fair Dealing







10  Section 8





WAIVERS OF TIIE CODE OF BUSINESS ETHICS, COMPLIANCE PROCEDURES AND ADMINISTRATION OF THE CODE














Obligation to Report Violations in Good Faith:


- any improper, inaccurate or misleading information included or to be included in any Company public communication, SEC filing (including annual reports and quarterly reports), or financial statement;



- questionable accounting, auditing, financial reporting, or internal controls;



- any suspected fraud or theft, or improper use of Company assets; and



- any retaliation against any person reporting any of the above matters.

Reporting Procedures:















No Retaliation:


11





Compliance Procedures:


12  Section 9





COMPANY RESOURCES FOR GUIDANCE AND REPORTING















Sedona Softwares Code of Business Conduct and Ethics offers non-exclusive, general guidelines for ethical business conduct. The Code does not create any contractual rights of any kind between the Company and each associate or between the Company and third parties.





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