**Exhibit 14.1**

**CODE OF BUSINESS ETHICS AND CONDUCTS**

**OF**

**CHINA BAK BATTERY, INC.**

**AdoptedMay 2006**

**I. INTRODUCTION**

ThisCode of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. This Code of Business Conduct and Ethics applies to directors, officers and employees of the Company. Therefore, all Companydirectors, officers and employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents andcontractors are aware of, understand and adhere to these standards. 

Because the principles described in this Code of Business Conduct and Ethics aregeneral in nature, you should also review all applicable Company policies and procedures for more specific instruction, and contact the Human Resources Department or Law Affairs Department if you have any questions. 

Nothing in this Code of Business Conduct and Ethics, in any company policies and procedures, or in other related communications (verbal or written) creates or implies anemployment contract or term of employment. 

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code ofBusiness Conduct and Ethics is subject to modification. This Code of Business Conduct and Ethics supersedes all other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they areinconsistent. 

Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and return the form to the Human ResourcesDepartment indicating that you have received, read, understand and agree to comply with the Code of Business Conduct and Ethics. 

The signed acknowledgmentform will be located in your personnel file. 

**II. COMPLIANCE IS EVERYONE’S BUSINESS**

Ethical business conduct is critical to our business. As a director, officer or employee, your responsibility is to respect and adhere to these practices. Many of thesepractices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company, its directors, officers, and other employees. 

Part of your job and ethical responsibility is to help enforce this Code of Business Conduct and Ethics. You should be alert to possible violations and report possibleviolations to the Human Resources Department or the Law Affairs Department. 

You must cooperate in any internal or external investigations of possibleviolations. 

Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law,this Code of Business Conduct or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited. 

Violations of law, this Code of Business Conduct and Ethics, or other Company policies or procedures should be reported to the Human Resources Department or the Law Affairs Department. 

 

1 

Violations of law, this Code of Business Conduct and Ethics or other Company policies or procedures by Company directors,officers or employees can lead to disciplinary action up to and including termination. 

In trying to determine whether any given action is appropriate, usethe following test. Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being madepublic, perhaps you should think again about your words or your course of action. 

In all cases, if you are unsure about the appropriateness of an event oraction, please seek assistance in interpreting the requirements of these practices by contacting the Law Affairs Department. 

 

2 

**III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS**

**A. General Standards of Conduct**

The Company expects all directors,officers, employees, agents and contractors to exercise good judgment to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment and businessorganization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company.Directors, officers, employees, agents or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You should review our employment handbook for more detailedinformation. 

**B. Applicable Laws**

All Companydirectors, officers, employees, agents and contractors must comply with all applicable laws, regulations, rules and regulatory orders. Company directors, officers and employees located outside of the United States must comply with laws, regulations,rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act, in addition to applicable local laws. Each director, officer, employee, agent and contractor must acquire appropriate knowledge of the requirementsrelating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Law Affairs Department on specific Company policies and procedures. Violations of laws, regulations, rules andorders may subject the director, officer, employee, agent or contractor to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations may also subject the Company to civil or criminal liability or theloss of business. 

**C. Conflicts of Interest**

Each of ushas a responsibility to the Company, our stockholders and each other. 

Although this duty does not prevent us from engaging in personal transactions andinvestments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals and organizations. 

We should always strive to avoid even the appearance of impropriety. 

Whatconstitutes conflict of interest? A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. 

Examples include: 

(i) **Employment/Outside Employment**. In consideration of your appointment or employment with theCompany, you are expected to devote your full attention to the business interests of the Company. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company or is otherwise in conflictwith or prejudicial to the Company. Our policies prohibit any director, officer or employee from accepting simultaneous employment with a Company supplier, customer, developer or competitor, or from taking part in any activity that enhances orsupports a competitor’s position. Additionally, you must disclose to the Company any interest that you have that may conflict with the business of the Company. If you 

 

3 

have any questions on this requirement, you should contact your supervisor or the Human Resources Department. 

(ii) **Outside Directorships**. It is a conflict of interest to serve as a director of any company that competes with the Company. Although you may serve as adirector of a Company supplier, customer, developer, or other business partner, our policy requires that you first obtain approval from the Company’s Board of Directors before accepting a directorship. Any compensation you receive should becommensurate to your responsibilities. 

Such approval may be conditioned upon the completion of specified actions. 

(iii) **Business Interests**. If you are considering investing in a Company customer, supplier or competitor, you must first take great care to ensure that theseinvestments do not compromise your responsibilities to the Company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; your ability to influence the Company’s decisions;your access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company. 

(iv) **Related Parties**. As a general rule, you should avoid conducting Company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. Relativesinclude spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashionwith an employee. 

If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to theCompany’s Chief Executive Officer. If determined to be material to the Company by the Chief Executive Officer, the Company’s Corporate Governance Committee must review and approve in writing in advance such related party transactions. Themost significant related party transactions, particularly those involving the Company’s directors or executive officers, must be reviewed and approved in writing in advance by the Company’s Board of Directors. The Company must report allsuch material related party transactions under applicable accounting rules, federal securities laws, and SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferentialtreatment is given to this business. 

The Company discourages the employment of relatives and significant others in positions or assignments within thesame department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is toprevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question arises about whether a relationship is covered bythis policy, the Human Resources Department is responsible for determining whether an applicant or transferee’s acknowledged relationship is covered by this policy. The Human Resources Department shall advise all affected applicants andtransferees of this policy. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops betweentwo employees, the employee in the senior position must bring this to the attention of his/her supervisor. The Company retains the prerogative to separate the individuals at the earliest possible time, either by reassignment or by termination, ifnecessary. 

 

4 

(v) **Other Situations**. Because other conflicts of interest may arise, it would be impractical to attempt to listall possible situations. If a proposed transaction or situation raises any questions or doubts in your mind you should consult the Law Affairs Department. 

**D. Corporate Opportunities**

Employees, officers and directors may not exploit for their own personal gain opportunities that are discoveredthrough the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity. 

**E. Protecting the Company’s Confidential Information**

TheCompany’s confidential information is a valuable asset. The Company’s confidential information includes [our database of customer contacts; names and lists of customers, suppliers and employees; and financial information]. This informationis the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. All confidential information must be used for Company business purposes only. Every director, officer, employee, agent and contractor mustsafeguard it. 

**THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE COMPANY CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE COMPANY’SPRODUCTS OR BUSINESS OVER THE INTERNET.**

You are also responsible for properly labeling any and all documentation shared with or correspondence sent tothe Company’s Law Affairs Department or outside counsel as “Attorney-Client Privileged”. This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company’spolicy on Maintaining and Managing Records set forth in Section III.I of this Code of Business Conduct and Ethics. This obligation extends to confidential information of third parties, which the Company has rightfully received under Non-DisclosureAgreements. See the Company’s policy dealing with Handling Confidential Information of Others set forth in Section IV.D of this Code of Business Conduct and Ethics. 

(i) **Proprietary Information and Invention Agreement**. When you joined the Company, you signed an agreement to protect and hold confidential the Company’s proprietary information. This agreement remains ineffect for as long as you work for the Company and after you leave the Company. Under this agreement, you may not disclose the Company’s confidential information to anyone or use it to benefit anyone other than the Company without the priorwritten consent of an authorized Company officer. 

(ii) **Disclosure of Company Confidential Information**. To further the Company’s business, fromtime to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be done without carefully considering its potential benefits and risks. If you determine in consultation with yourmanager and other appropriate Company management that disclosure of confidential information is necessary, you must then contact the Law Affairs Department to ensure that an appropriate written nondisclosure agreement is signed prior to thedisclosure. The Company has standard nondisclosure agreements suitable for most disclosures. You must not sign a third party’s nondisclosure agreement or accept changes to the Company’s standard nondisclosure agreements without review andapproval by the Company’s Law Affairs Department. In addition, all Company materials that contain Company 

 

5 

confidential information, including presentations, must be reviewed and approved by the Company’s Law Affairs Department prior to publication or use.

Furthermore, any employee publication or publicly made statement that might be perceived or construed as attributable to the Company, made outside thescope of his or her employment with the Company, must be reviewed and approved in writing in advance by the Company’s Law Affairs Department and must include the Company’s standard disclaimer that the publication or statement representsthe views of the specific author and not of the Company. 

(iii) **Requests by Regulatory Authorities**. The Company and its directors, officers,employees, agents and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to its confidential information. Allgovernment requests for information, documents or investigative interviews must be referred to the Company’s Law Affairs Department. No financial information may be disclosed without the prior approval of the Chief Financial Officer.

(iv) **Company Spokespeople**. Specific policies have been established regarding who may communicate information to the press and the financial analystcommunity. All inquiries or calls from the press and financial analysts should be referred to the Chief Executive Officer or [Investor Relations Department]. The Company has designated its CEO [and Investor Relations Department] as official Companyspokespeople for financial matters. The Company has designated its [Investor Relations Department] as official Company spokespeople for marketing, technical and other such information. These designees are the only people who may communicate with thepress on behalf of the Company. 

**F. Obligations Under Securities Laws-”Insider” Trading**

Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors and consultants of theCompany may come into possession of significant, sensitive information. This information is the property of the Company — you have been entrusted with it. You may not profit from it by buying or selling securities yourself, or passing on theinformation to others to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary toCompany policy and U.S. securities laws. 

Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for individuals. Inaddition, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made, and are often subjected to an injunction against futureviolations. Finally, insider traders may be subjected to civil liability in private lawsuits. 

Employers and other controlling persons (includingsupervisory personnel) are also at risk under U.S. securities laws. Controlling persons may, among other things, face penalties of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if they recklessly fail totake preventive steps to control insider trading. 

Thus, it is important both to you and the Company that insider-trading violations not occur. You shouldbe aware that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider trading rules arestrictly enforced, even 

 

6 

in instances when the financial transactions seem small. You should contact the Chief Financial Officer or the Law Affairs Department if you are unsure as towhether or not you are free to trade. 

The Company has imposed a trading blackout period on members of the Board of Directors, executive officers andcertain designated employees who, as a consequence of their position with the Company, are more likely to be exposed to material nonpublic information about the Company. These directors, executive officers and employees generally may not trade inCompany securities during the blackout periods. 

For more details, and to determine if you are restricted from trading during trading Blackout periods, youshould review the Company’s Insider Trading Compliance Program. You can request a copy of this policy from the Law Affairs Department. You should take a few minutes to read the Insider Trading Compliance Program carefully, paying particularattention to the specific policies and the potential criminal and civil liability and/or disciplinary action for insider trading violations. Directors, officers, employees, agents and contractors of the Company who violate this Policy are also besubject to disciplinary action by the Company, which may include termination of employment or of business relationship. All questions regarding the Company’s Insider Trading Compliance Program should be directed to the Company’s ChiefExecutive Officer or Law Affairs Department. 

**G. Prohibition against Short Selling of Company Stock**

No Company director, officer or other employee, agent or contractor may, directly or indirectly, sell any equity security, including derivatives, of the Company if he orshe (1) does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a “short sale against the box”) within twenty days thereafter, or does not within five days after such saledeposit it in the mails or other usual channels of transportation. No Company director, officer or other employee, agent or contractor may engage in short sales. A short sale, as defined in this policy, means any transaction whereby one may benefitfrom a decline in the Company’s stock price. While securities law does not prohibit employees who are not executive officers or directors from engaging in short sales of Company securities, the Company has adopted as policy that employees maynot do so. 

**H. Use of Company’s Assets**

(i)**General.**Protecting the Company’s assets is a key fiduciary responsibility of every director, officer, employee, agent and contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold ordonated, without appropriate authorization. All Company directors, officers, employees, agents and contractors are responsible for the proper use of Company assets, and must safeguard such assets against loss, damage, misuse or theft. 

Directors, officers, employees, agents or contractors who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they use any Companyasset may be subject to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion. Company equipment and assets are to be used for Company business purposes only. Directors,officers, employees, agents and contractors may not use Company assets for personal use, nor may they allow any other person to use Company assets. All questions regarding this policy should be brought to the attention of the Company’s HumanResources Department. 

 

7 

(ii) **Physical Access Control**. The Company has and will continue to develop procedures covering physical accesscontrol to ensure privacy of communications, maintenance of the security of the Company communication equipment, and safeguard Company assets from theft, misuse and destruction. You are personally responsible for complying with the level of accesscontrol that has been implemented in the facility where you work on a permanent or temporary basis. You must not defeat or cause to be defeated the purpose for which the access control was implemented. 

(iii) **Company Funds**. Every Company director, officer or employee is personally responsible for all Company funds over which he or she exercises control. Companyagents and contractors should not be allowed to exercise control over Company funds. Company funds must be used only for Company business purposes. Every Company director, officer, employee, agent and contractor must take reasonable steps to ensurethat the Company receives good value for Company funds spent, and must maintain accurate and timely records of each and every expenditure. Expense reports must be accurate and submitted in a timely manner. Company directors, officers, employees,agents and contractors must not use Company funds for any personal purpose. 

(iv) **Computers and Other Equipment**. The Company strives to furnishdirectors, officers and employees with the equipment necessary to efficiently and effectively do their jobs. You must care for that equipment and use it responsibly only for Company business purposes. If you use Company equipment at your home or offsite, take precautions to protect it from theft or damage, just as if it were your own. If the Company no longer employs you, you must immediately return all Company equipment. While computers and other electronic devices are made accessible todirectors, officers and employees to assist them to perform their jobs and to promote Company’s interests, all such computers and electronic devices, whether used entirely or partially on the Company’s premises or with the aid of theCompany’s equipment or resources, must remain fully accessible to the Company and, to the maximum extent permitted by law, will remain the sole and exclusive property of the Company. 

Directors, officers, employees, agents and contractors should not maintain any expectation of privacy with respect to information transmitted over, received by, orstored in any electronic communications device owned, leased, or operated in whole or in part by or on behalf of the Company. To the extent permitted by applicable law, the Company retains the right to gain access to any information received by,transmitted by, or stored in any such electronic communications device, by and through its directors, officers, employees, agents, contractors, or representatives, at any time, either with or without a director’s, officer’s,employee’s or third party’s knowledge, consent or approval. 

(v) **Software**. All software used by directors, officers and employees toconduct Company business must be appropriately licensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose you andthe Company to potential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the director, officer and employee to disciplinary action, up to and including termination. The Company’s [ITDepartment] will inspect Company computers periodically to verify that only approved and licensed software has been installed. Any non-licensed/supported software will be removed. 

(vi) **Electronic Usage**. The purpose of this policy is to make certain that directors, officers and employees utilize electronic communication devices in a legal, ethical, and appropriate manner. This policyaddresses the Company’s responsibilities and concerns regarding the fair and proper 

 

8 

use of all electronic communications devices within the organization, including computers, e-mail, connections to the Internet, intranet and extranet and anyother public or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information concerning the Company’s products or business on the Internet without the prior written consent of theCompany’s Chief Financial Officer is prohibited. Any other form of electronic communication used by directors, officers or employees currently or in the future is also intended to be encompassed under this policy. It is not possible to identifyevery standard and rule applicable to the use of electronic communications devices. Directors, officers and employees are therefore encouraged to use sound judgment whenever using any feature of our communications systems. You are expected toreview, understand and follow such policies and procedures. 

**I. Maintaining and Managing Records**

The purpose of this policy is to set forth and convey the Company’s business and legal requirements in managing records, including all recorded informationregardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. Local, state, federal, foreign and other applicable laws, rules and regulationsrequire the Company to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for directors, officers, employees, agents, contractorsand the Company, and failure to comply with such guidelines may subject the director, officer, employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Company’s solediscretion. All original executed documents that evidence contractual commitments or other obligations of the Company must be forwarded to the Law Affairs Department promptly upon completion. Such documents will be maintained and retained inaccordance with the Company’s record retention policies 

**J. Records on Legal Hold**

A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. The Company’s Law AffairsDepartment determines and identifies what types of Company records or documents are required to be placed under a legal hold. Every Company director, officer, employee, agent and contractor must comply with this policy. Failure to comply with thispolicy may subject the director, officer, employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion. 

The Company’s Law Affairs Department will notify you if a legal hold is placed on records for which you are responsible. You then must preserve and protect thenecessary records in accordance with instructions from the Company’s Law Affairs Department. 

**RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACEDUNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES.**

A legal hold remains effective until it is officially releasedin writing by the Company’s Law Affairs Department. 

If you are unsure whether a document has been placed under a legal hold, you should preserve andprotect that document while you check with the Company’s Law Affairs Department. If you have any questions about this policy you should contact the Company’s Law Affairs Department. 

 

9 

**K. Payment Practices**

(i) **Accounting Practices.**The Company’s responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with allapplicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. 

Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.

(ii) **Political Contributions**. The Company reserves the right to communicate its position on important issues to elected representatives and othergovernment officials. It is the Company’s policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company’s funds or assets must not be usedfor, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company’s Law Affairs Department and, if required, the Board of Directors. 

(iii) **Prohibition of Inducements**. Under no circumstances may directors, officers, employees, agents or contractors offer to pay, make payment, promise to pay, orissue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitmentof fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy.Questions regarding whether a particular payment or gift violates this policy should be directed to Human Resources or the Law Affairs Department. 

**L.Foreign Corrupt Practices Act**

The Company requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all of its directors, officers,employees, agents, and contractors. 

The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay,or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of: influencing any act or failure to act, in the official capacity of that foreignofficial or party; or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone. 

All Company directors, officers, employees, agents and contractors whether located in the United States or abroad, are responsible for FCPA compliance and the proceduresto ensure FCPA compliance. 

All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with thehighest moral, ethical and professional standards of the Company. FCPA compliance includes the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics. 

 

10 

Laws in most countries outside of the United States also prohibit or restrict government officials or employees ofgovernment agencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government official or employee holds a significant interest,without the prior approval of the Company’s Law Affairs Department. 

**IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS**

**A. Customer Relationships**

If your job puts you in contact with anyCompany customers or potential customers, it is critical for you to remember that you represent the Company to the people with whom you are dealing. Act in a manner that creates value for our customers and helps to build a relationship based upontrust. The Company and its employees have provided products and services for many years and have built up significant goodwill over that time. This goodwill is one of our most important assets, and the Company employees, agents and contractors mustact to preserve and enhance our reputation. 

**B. Payments or Gifts from Others**

Under no circumstances may directors, officers, employees, agents or contractors accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors,consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent businessmeals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed toHuman Resources or the Law Affairs Department. 

Gifts given by the Company to suppliers or customers or received from suppliers or customers should alwaysbe appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company’s books and records. 

**C. Publications of Others**

The Company subscribes to manypublications that help directors, officers and employees do their jobs better. These include newsletters, reference works, online reference services, magazines, books, and other digital and printed works. Copyright law generally protects theseworks, and their unauthorized copying and distribution constitute copyright infringement. You must first obtain the consent of the publisher of a publication before copying publications or significant parts of them. When in doubt about whether youmay copy a publication, consult the Law Affairs Department. 

**D. Handling the Confidential Information of Others**

The Company has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products orbusiness plans to induce the Company to enter into a business relationship. At other times, we may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party.Whatever the situation, we must take special care to handle 

 

11 

the confidential information of others responsibly. We handle such confidential information in accordance with our agreements with such third parties. Seealso the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics. 

(i) **AppropriateNondisclosure Agreements**. Confidential information may take many forms. An oral presentation about a company’s product development plans may contain protected trade secrets. A customer list or employee list may be a protected trade secret.A demo of an alpha version of a company’s new software may contain information protected by trade secret and copyright laws. 

You should never acceptinformation offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering the information.

**THE LAW AFFAIRS DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCHAGREEMENTS ON BEHALF OF THE COMPANY.**

Even after a nondisclosure agreement is in place, you should accept only the information necessary to accomplishthe purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary, for your immediate purposes, it should be refused. 

(ii) **Need-to-Know**. Once a third party’s confidential information has been disclosed to the Company, we have an obligation to abide by the terms of therelevant nondisclosure agreement and limit its use to the specific purpose for which it was disclosed and to disseminate it only to other Company employees with a need to know the information. Every director, officer, employee, agent and contractorinvolved in a potential business relationship with a third party must understand and strictly observe the restrictions on the use and handling of confidential information. When in doubt, consult the Law Affairs Department. 

(iii) **Notes and Reports**. When reviewing the confidential information of a third party under a nondisclosure agreement, it is natural to take notes or preparereports summarizing the results of the review and, based partly on those notes or reports, to draw conclusions about the suitability of a business relationship. Notes or reports, however, can include confidential information disclosed by the otherparty and so should be retained only long enough to complete the evaluation of the potential business relationship. Subsequently, they should be either destroyed or turned over to the Law Affairs Department for safekeeping or destruction. Theyshould be treated just as any other disclosure of confidential information is treated: marked as confidential and distributed only to those Company employees with a need to know. 

(iv) **Competitive Information**. You should never attempt to obtain a competitor’s confidential information by improper means, and you should especially never contact a competitor regarding their confidentialinformation. While the Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers. 

 

12 

**E. Selecting Suppliers**

The Company’s suppliers make significant contributions to our success. To create an environment where our suppliers have an incentive to work with the Company, they must be confident that they will be treated lawfully and in an ethicalmanner. The Company’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. The Company’s policy is to select significant suppliers or enter into significant supplier agreements though acompetitive bid process where possible. Under no circumstances should any Company director, officer, employee, agent or contractor attempt to coerce suppliers in any way. The confidential information of a supplier is entitled to the same protectionas that of any other third party and must not be received before an appropriate nondisclosure agreement has been signed. A supplier’s performance should never be discussed with anyone outside the Company. A supplier to the Company is generallyfree to sell its products or services to any other party, including competitors of the Company. In some cases where the products or services have been designed, fabricated, or developed to our specifications the agreement between the parties maycontain restrictions on sales. 

**F. Government Relations**

It is the Company’s policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral and legal standards of businessconduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. 

If you have anyquestions concerning government relations you should contact the Company’s Law Affairs Department. 

**G. Lobbying**

Directors, officers, employees, agents or contractors whose work requires lobbying communication with any member or employee of a legislative body or with any governmentofficial or employee in the formulation of legislation must have prior written approval of such activity from the Company’s Law Affairs Department. Activity covered by this policy includes meetings with legislators or members of their staffs orwith senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made. 

**H. Government Contracts**

It is the Company’s policy to complyfully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with local, state, federal, foreign or other applicable governments. 

The Company’s Law Affairs Department must review and approve all contracts with any government entity. 

**I. Free and Fair Competition**

Most countries have well-developedbodies of law designed to encourage and protect free and fair competition. The Company is committed to obeying both the letter and spirit of these laws. The consequences of not doing so can be severe for all of us. 

 

13 

These laws often regulate the Company’s relationships with its distributors, resellers, dealers, and customers.Competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, productbundling, restrictions on carrying competing products, termination, and many other practices. 

Competition laws also govern, usually quite strictly,relationships between the Company and its competitors. As a general rule, contacts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers, and suppliers. Employees, agentsor contractors of the Company may not knowingly make false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. Participating with competitors in a trade association or in a standardscreation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose. 

No director, officer, employee, agent or contractor shall at any time or under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms orconditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchangeinformation on these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules as may bona fide purchases from or sales to competitors on non-competitive products, but the Company’s Law AffairsDepartment must review all such proposed ventures in advance. These prohibitions are absolute and strict observance is required. 

Collusion amongcompetitors is illegal, and the consequences of a violation are severe. Although the spirit of these laws, known as “antitrust,” “competition,” or “consumer protection” or unfair competition laws, is straightforward,their application to particular situations can be quite complex. To ensure that the Company complies fully with these laws, each of us should have a basic knowledge of them and should involve our Law Affairs Department early on when questionablesituations arise. 

**J. Industrial Espionage**

It is theCompany’s policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of our competitors and abiding by all applicable laws in the course of competing. The purpose of this policy is to maintain theCompany’s reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. The Company expects its competitors to respect our rights to compete lawfully in the marketplace, and we must respect their rightsequally. Company directors, officers, employees, agents and contractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers,business partners or competitors. 

**V. WAIVERS**

Anywaiver of any provision of this Code of Business Conduct and Ethics for a member of the Company’s Board of Directors or an executive officer must be approved in writing by the Company’s Board of Directors and promptly disclosed. Any waiverof any provision of this Code of Business Conduct and Ethics with respect any other employee, agent or contractor must be approved in writing by the Company’s Law Affairs Department. 

 

14 

**VI. DISCIPLINARY ACTIONS**

The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company’s ability to conduct its business in accordancewith its stated values. We expect all of our directors, officers, employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for the Company. 

The Company will take appropriate action against any director, officer, employee, agent, contractor or consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinaryactions may include immediate termination of employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where lawshave been violated, the Company will cooperate fully with the appropriate authorities. 

 

15 

**VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS**

I have received and read the Company’s Code of Business Conduct and Ethics. I understand the standards and policies contained in the Company Code of Business Conductand Ethics and understand that there may be additional policies or laws specific to my job. I further agree to comply with the Company Code of Business Conduct and Ethics. 

If I have questions concerning the meaning or application of the Company Code of Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consultmy manager, the Human Resources Department or the Law Affairs Department, knowing that my questions or reports to these sources will be maintained in confidence. I acknowledge that I may report violations of the Code of Business Conduct and Ethicsto the Human Resources Department. 

 
   Director, Officer or Employee Name
Date 

Please sign and return this form to the Human Resources Department. 

 

16