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Exhibit 14 Statement of Integrity The people of Global eXchange Services have long been dedicated to the highest
standards of ethical business conduct. And, building on that tradition, we must
continually strengthen our reputation for integrity and excellence in the
marketplace by ensuring that dedication to ethical conduct always guides our
actions as we compete in an increasingly challenging business environment. While our company and the world in which we operate have changed greatly and
will continue to change with unprecedented speed, one thing remains constant:
The core ethical values that are the foundation of our commitment to
competitive excellence. I ask each person in the GXS community to personally
commit to these values and to comply with both the spirit and the letter of
GXSs Code of Conduct and Integrity Policies. Remember that nothing  not
competitiveness, direct orders from a superior, or making the numbers 
should ever compromise your commitment to integrity. As we face the many challenges posed by todays global marketplace, we are
fortunate to share a longstanding tradition of ethical conduct in the pursuit
of competitive success. I urge you to honor that tradition as we move forward
and to understand that maintaining an unyielding commitment to integrity is
more important now than it has ever been. Gary G. Greenfield
President & Chief Executive Officer




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GXS Code of Conduct  
    
    Obey the applicable laws and regulations governing our
business conduct worldwide.  
    
    Be honest, fair and trustworthy in all your
GXS activities and relationships.  
    
    Avoid all conflicts of interest between work and personal
matters.  
    
    Foster an atmosphere in which fair employment practices and equal opportunity
extend to every member of the diverse GXS community.  
    
    Strive to maintain a safe workplace and to protect the
environment.  
    
    Through leadership at all levels, sustain a culture in which
ethical conduct is recognized, valued, and exemplified by all.




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When You Have an Integrity Concern . . . . One of the most important responsibilities that each of us has as a GXS
employee is the obligation to raise a concern about a possible violation of
policy or the law. Sometimes it may seem difficult to raise such concerns.
Some of us may even feel it is a breach of personal ethical standards to do so.
If you experience that sense of conflict, its important to remember the
tremendous harm that not raising a concern can cause, including:  
    
    Serious damage to the health, safety, and well-being of yourself, your
fellow employees, the company as a whole, our customers, or the
communities in which we operate
    
    The loss of confidence in GXS  by customers, investors or potential
investors, governments, and neighbors
    
    Huge fines, damage awards, and other financial penalties against the
company; fines and/or prison sentences for individuals These are the reasons the company requires that employees not sit silently when
they have an integrity/compliance concern. The point of raising a concern is
not to get a friend or co-worker in trouble, but to protect a colleague or
neighbor, as well as the company, from potential harm. How To Raise An Integrity Concern GXS offers you many avenues for seeking answers to your questions about
integrity issues and to raise any concern about what might be a violation of
GXS policy. You may raise such questions with:  
    
    Your supervisor or manager
    
    Your Finance or HR manager
    
    Company legal counsel
    
    Next level of management
    
    A GXS Ombudsperson Lori Allen (North America): 301-251-6584 (8*274-6584) Brian Morgan (EMEA) +44 (0) 1932 776335 (8*374-6417) Raymond Chan (ASPAC): 852 2884 2234 (8*848-2234) Generally, your supervisor or manager will be in the best position to resolve
the issue quickly. If after raising an integrity concern the issue is not resolved, raise it with
one of the other contacts listed above. Concerns relating to accounting, internal accounting controls or auditing
matters may also be reported directly to the audit committee of the Companys
board of directors, by contacting the audit committee Chairman David Golob, at
650-233-2915 or Golob@FranciscoPartners.com. You can raise your concern orally or in writing, and if you prefer, you can do
it anonymously. GXS prohibits any employee from retaliating or taking adverse action against
anyone for raising or helping to resolve any integrity concern.




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Complying with the Competition LawsIssued: January 2003 The competition laws (referred to in the United States as the antitrust laws)
are a critical part of the business environment in which GXS operates. They
govern the day-to-day conduct of GXS in setting prices and other aspects of
purchasing, selling and marketing goods and services. GXS is dedicated to
compliance with the competition laws in all of its activities. Every GXS
employee is responsible for compliance with those laws, as well as for promptly
raising concerns about any possible violations to company legal counsel, senior
management, or a company ombudsperson. Contents
Requirements
Employee responsibilities
Additional responsibilities of leaders
Application to global activities
Examples of violations
Penalties for violations
Related policies
Questions and answers Requirements:  
    
    Comply with all applicable competition laws, policies and treaties,
including federal and state antitrust laws of the United States and the
competition laws of other countries where GXS does business. Employee responsibilities under this policy:  
    
    Understand the basic requirements of the competition laws and
regulations that apply to your business activities.  
    
    Do not propose or enter into any agreements or understandings
expressed or implied, formal or informal, written or oral, with any
competitor regarding any of the following aspects of the competition
between GXS and the competitor for sales to third parties:   Prices Terms or conditions of sale Costs Profits or profit margins Product or service offerings Production or sales volume




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 Production capacity Market share Decisions to quote or not to quote Customer or supplier classification or selection Sales territories Distribution methods. Such agreements or understandings must be avoided even if they are proposed or
carried out through an industry association.  
    
    Never lose sight of who GXSs competitors are. Any party that can
or does sell competing goods or services should be treated as a
competitor  even if we source or sell a product from or to them, even
if we conduct some business through a joint venture with them, even if
we hold a minority interest in them, and even if we participate
together in an industry related association. Consult company legal
counsel if you ever need help defining whether another firm should be
treated as a competitor.  
    
    Even when there are appropriate reasons for communications between
competitors (such as customer or supplier issues arising from a genuine
buyer-seller relationship, the exploration of a potential acquisition
or joint venture, or participation in trade association activities),
meetings and discussions between competitors present potential legal
risks. Avoid creating the appearance of improper agreements or
understandings by keeping communications with competitors to a minimum
and making sure that there is a legitimate business reason for all such
communications.The same cautions apply whether the communications are in person, in
writing, by telephone or through e-Mail or any other electronic means of
communication. Consult with company legal counsel regarding the steps you
should take to minimize the potential legal risks posed by communications
with competitors.
    
    Do not propose or enter into any agreements or understandings with
customers or suppliers that restrict the price or other terms at which
the customer or GXS may resell any product or service.  
    
    Comply with GXSs guidelines for contacts with competitors,
obtaining and handling competitive data, and participation in trade
associations, professional societies, and organizations for standards
development and product certification.  
    
    Consult with company legal counsel before entering into:




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 Any agreement or understanding with a customer that
requires the customer to purchase one GXS product or service as
a condition of purchasing another GXS product or service Any agreement or understanding with a customer or
supplier that requires it to conduct business with GXS before
GXS will buy from or sell to it Any agreement or understanding with a customer to
restrict the customers choices in using or reselling a GXS
product or service Any agreement or understanding that restricts any
partys freedom to manufacture any product, provide any service,
or conduct business with any other party, or to sell at any
price or other terms that party chooses Any agreement with a competitor where one party will
serve as a distributor or reseller of the others product Any acquisition, divestiture, or joint venture
agreement, including acquisition of a minority share in an
entity Any sales, supply, procurement, or distribution
agreement that includes any form of exclusivity, including
territorial exclusivity  
    
    Consult with company legal counsel and obtain appropriate
management approvals before agreeing to add a GXS employee to another
firms board of directors. GXS employees are prohibited from serving on
a competitors board of directors without prior approval as specified
in the GXS Conflicts of Interest policy  
    
    Consult with company legal counsel before offering a customer a
special price or promotional allowance or service that is not offered
for the same or like grade and quality product to all competing
customers.  
    
    Dozens of jurisdictions around the world have merger control
regulations that may require a notification of proposed mergers,
acquisitions, joint ventures. In many of those jurisdictions, notice
of the proposed transaction must be given one month or more before the
transaction may be completed. In some cases, the closing of a
transaction can be delayed further if the competition regulators open
an investigation into the competitive impact of the transaction.
Company legal counsel should be consulted early in the transaction
evaluation process to be sure that the required merger notifications
are made in a timely manner.




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
    
    Notify company legal counsel immediately if you are contacted by
any competition law enforcement authority making any request for
information relating to GXSs or anyone elses business activities. Additional responsibilities of leaders under this policy:  
    
    Maintain procedures for documenting contacts with competitors,
obtaining and handling competitive data, and participating in industry
associations.  
    
    Ensure that legal review of competition issues is appropriately
included in your business processes related to new products, new
services, and mergers & acquisitions.  
    
    Maintain procedures for responding to unannounced inspections, also
known as dawn raids, in countries where the competition authorities
may conduct such inspections. Application to global activities: A large and growing number of countries in which GXS or its controlled
affiliates do business have their own competition laws. Many of these laws are
similar in their basic principles, although many may be applied differently,
reflecting the varied economic and legal philosophies of these countries. However, many competition laws, including those of the United States and the
European Union, may apply to GXSs activities whenever they have an impact on
commerce within those regions. As a result, GXS activities that take place anywhere in the world can be
subject to several jurisdictions competition laws, even if the activity took
place in a country without a competition law. In view of the extraterritorial
reach of the various competition laws, you should review with company legal
counsel any actions or agreements that would raise issues if they took place in
any jurisdiction whose competition laws can apply to actions taken outside its
borders. Examples of violations:  
    
    Agreements with competitors to fix prices or other sales terms  
    
    Agreements with competitors to divide or assign sales territories,
customers or product lines




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
    
    Agreements with competitors to limit output  
    
    Agreements with competitors to coordinate bids  
    
    Agreements with customers or vendors to fix resale prices Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violations
of the competition laws of the United States and of certain other countries may
result in criminal prosecution of the company and of the individuals who
authorized, ordered, or participated in the violation, and individuals
convicted of violations may be sentenced to prison terms. In addition, both the
company and individual employees may be subjected to substantial fines for
violations of the competition laws, which can go as high as hundreds of
millions of U.S. dollars or ten percent of a companys world group turnover,
depending on the severity, duration and impact of the violation. In addition,
in some countries, persons injured by violations of the competition laws can
recover their actual damages and, in some situations, can recover amounts equal
to three times the actual damages incurred. In the instance of a merger, acquisition, divestiture or joint venture for
which the required regulatory approval has not been sought, the penalties can
include substantial fines as well as delay of the transaction, or even an
unwinding of the transaction if it is already completed. Related policies:  
    
    Conflicts of Interest
    
    Intellectual Property
    
    Supplier Relationships
    
    Working with Governments QUESTIONS AND ANSWERS Obtaining competitive information Q: In developing our marketing strategy, it helps to have as much information
as we can get on what our competitors are doing. Is it okay simply to call our
competitors and ask for their price lists or information about their production
costs?




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A: No. Competitive information should come from the marketplace (customers,
suppliers, and public sources) and not from competitors. Although it is
appropriate to seek information about the competitive environment from
consultants or other experts, do not hire such persons to obtain pricing and
other sensitive competitive data from competitors. To the extent that a
competitor makes information available to the marketplace through, for example,
its public Internet site, public regulatory filings, annual reports or other
marketing materials made available to the public, such information can be
collected like any other form of public information. You should also carefully
document in your files the source of all competitive information to avoid any
inference that information obtained from proper sources was secured through an
improper communication with a competitor. Communications with competitors regarding such competitively sensitive subjects
as prices, costs, terms and conditions of sale, and decisions to quote or not
to quote may be treated as evidence of an improper understanding or agreement
between competitors. This is particularly so if the communication is followed
by similar bids, price increases, or other such significant competitive
actions. Avoid creating an appearance of an improper agreement with competitors. Keep
discussions with competitors to a minimum and make sure they are always
supported by legitimate business reasons. Competitive proposals Q: Sometimes a customer will complain that GXS prices are higher than the
competition. Can I ask such a customer for copies of my competitors proposals
to confirm that the competitors price is lower than the price I am quoting? A: Yes. It is appropriate to receive such information from customers. You
should carefully document in your files the source of any competitive
information to avoid any inference that information obtained from proper
sources was secured through an improper communication with a competitor. Important caution:It may be improper to receive such information from the
government. Be sure to check with company legal counsel before you accept such
information from government employees or representatives. Competitors as customers or suppliers Q: Our competitors often are also our customers and/or suppliers. What
discussions with competitors are proper in a buyer-seller context?




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A: We must always treat our competitors as competitors, even if we sometimes
buy from or sell to each other. Therefore, communications must be limited to
subjects related to the buyer-seller relationship. For example, you may provide
a competitor who is a potential customer for a product with information about
that product. Take care to limit discussions with a competitor to the products
or services you are buying or selling. You should not talk about resale prices,
margins or which one of you will sell to particular customers. It is a good
idea to check with company legal counsel to obtain guidance in dealing with
customers or suppliers who are also competitors. Contacts with competitors Q: If I am at a trade show and meet an old friend who now works for a
competitor, what should I do? A: You should limit the discussion to non-business subjects and follow GXSs
procedures for reporting and documenting contacts with competitors. Due diligence information exchanges Q: If we are contemplating a joint venture or acquisition of a competitor. What
information can I gather to help support our business decision? A: As long as we are seriously contemplating a joint venture or acquisition,
appropriate levels of due diligence often require obtaining some competitively
sensitive data from a competitor. However, we must be sure that the
information we obtain is limited to that appropriate to perform the due
diligence, and that the information is used for no other purpose. Consult
company counsel to make sure the appropriate safeguards are in place before
commencing any due diligence involving a competitor. Dividing up business opportunities Q: A competitor tells me that were killing each other by trying to take away
each others long-standing customers with low prices. She suggests that both
firms will be better off if they stick to their own customers. I think that she
may be right. How should I respond? A: You must not enter into agreements or understandings with competitors to
allocate customers, territories or product lines. Such agreements, like
price-fixing agreements, can result in criminal prosecution. Even suggestions
to a competitor to fix prices or allocate customers may result in a criminal
prosecution. Any offer to participate in such an agreement must be immediately




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and clearly rejected. You should also immediately tell company legal counsel
about the competitors request. Joining trade associations Q: We have been asked by a customer to join a trade association. How do I
decide whether GXS should join? A: GXS has guidelines governing participation in trade associations. You should
review and follow those guidelines. It is usually advisable to have company
legal counsel review and monitor the trade associations bylaws and compliance
procedures. Generally, it is a good idea to exclude GXS employees with pricing
responsibilities from trade association activities. Trade association meetings Q: You are at a trade association meeting. The talk turns to the state of the
market and where people expect prices to go. Is it okay to participate in the
discussion? A: No. You should not participate in or remain at a meeting of competitors at
which current or future prices are discussed. You should also clearly voice
your objection to such discussions and let company counsel know about the
incident. Q: The same trade association puts out an annual report on the industry and
requires each member to provide certain information in order to receive the
report. May we participate? A: In some cases, a trade association may legally collect and disseminate
historical information involving industry sales volume, industry revenues and
industry production capacity that does not include firm-specific data. To make
sure you are complying with the competition laws and GXS policy, you should
consult with company legal counsel before providing such information to or
obtaining it from a trade association. Minority holdings Q: If GXS acquires a minority share in a competitor and we would like to place
a GXS employee on its board of directors, are there any competition issues? A: Very possibly. Because of the competition law issues presented by such a
step, it is very rare for a GXS employee to serve on the board of directors of
one of its competitors. The facts and circumstances of each situation should be




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carefully examined to determine whether the GXS employee may serve and whether
safeguards on the receipt and handling of competitive information need to be
put in place to avoid competition law issues. GXSs General Counsel must give
approval before a GXS employee may become a director of a company with whom we
compete. If we did not compete with the firm, legal review and appropriate
manager sign-off would still be required under GXSs Conflicts of Interest
policy. Selling multiple products Q: One of our products is selling very well, but another is not. Were
thinking about requiring customers who want to buy the hot product also to
buy the other product as well. Can we require customers to buy both products? A: In some circumstances, it is a violation of the competition laws to
condition the sale of one product on the purchase of another. You should
consult with company legal counsel before adopting any such sales policy. Q: Is it okay to offer a special package price if the customer agrees to buy
both a hot product and another, less popular product? A: Where two products are offered separately but are also made available as a
package for a discount price, the package discount ordinarily will not present
legal problems. However, if the prices at which the products are offered
separately would keep buyers from considering purchasing them separately, legal
issues may arise where one of the products has a large market share, is covered
by a patent, or is particularly attractive to customers. To make sure that you
are complying with the competition laws, you should consult with company legal
counsel before offering package discounts involving such products. Dealing with distributors Q: A distributor calls you to complain that another distributor is undercutting
him on price. He asks you to request the discounting distributor to bring his
prices in line with the market. Is it okay for you to call the discounter and
require him to raise his prices? A: No. It is generally unlawful for you to set a distributors resale price.
Furthermore, if a distributor complains about a competitor, you should tell
company legal counsel about the complaint and follow his or her advice in
dealing with it. Although you generally cannot set a distributors resale
price, you can inform a distributor of GXSs suggested resale price. You may
not, however, require or force the distributor to sell at the suggested price.




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Q: You believe that your distributors would sell GXS products more effectively
if each distributor were assigned an exclusive territory. Do exclusive
territories violate the competition laws? A: It may be appropriate to assign distributors to exclusive territories or to
particular customers if you have a good business reason for doing so. However,
absolute territorial restrictions, i.e., restrictions that prevent passive
sales to customers outside the territory, pose higher risks, particularly in
Europe, where such arrangements are prohibited if they prevent sales between
entities in different member states of the European Union. Therefore, you
should discuss the terms of any proposed exclusive territory or customer
arrangements with company legal counsel before entering into such an
arrangement. Q: You believe that your distributors are not working hard enough at selling
GXSs products. You would like to require your distributors to sell only GXS
products so that they will put more effort into GXS sales. Is it okay to
require a distributor to sell only GXS products? A: In some circumstances, you may be able to require your distributor to sell
only GXS products. However, the lawfulness of an exclusive distributorship
depends on several factors including GXSs market share, the duration of the
exclusive agreement, the nature or characteristics of the product, and your
business reasons for wanting to require the distributor to sell only GXS
products. Because the lawfulness of this type of arrangement depends on such
factors, it is important to consult company legal counsel before entering an
exclusive distributorship agreement. Reducing sourcing costs Q: One of my suppliers tells me she cannot reduce prices to GXS any further
without also reducing prices to our competitors because of the price
discrimination laws. How should I proceed? A: The price discrimination laws can be complex and can apply whether we are
buying or selling product. A company lawyer should be consulted to determine
how they apply in a given situation. Q: Id like to make my top suppliers exclusive to GXS. Does this raise any
issues? A: In some circumstances, you may be able to enter into an agreement with a
supplier to sell products exclusively to GXS. However, exclusivity in supplier
agreements can raise issues under the competition laws, depending on several
factors, including the duration of the exclusivity, the suppliers market share
and the nature of the product in question. The particular facts of each
situation should




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be reviewed with company counsel before you enter into any such exclusive
agreement with a GXS supplier. Licensing of patents and other intellectual property rights Q: I think we could reap maximum revenues from the licensing of a GXS patent if
we gave exclusive rights to certain licensees for specific uses. Is it okay to
limit the scope of the license for a GXS patent? A: Licenses that carve out a particular field of use are generally lawful.
However, certain restrictions could raise issues under the competition laws.
Some exclusive licenses are treated as acquisitions by the competition
authorities and may require merger control filings before the license can be
transferred. Because issues involving the licensing of intellectual property
are often complex, you should consult company legal counsel before entering
into a licensing agreement.




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Conflicts of InterestIssued: January 2003 GXS recognizes and respects that employees may take part in legitimate
financial, business and other activities outside their jobs. However, those
activities must be lawful and free of conflicts with their responsibilities as
GXS employees. Employees must not misuse GXS resources or influence, or
discredit GXSs good name and reputation. The effectiveness of this policy
depends in large part on the cooperation of all employees in disclosing any
situations that may be contrary to the intent of the policy and the ethical
standards that it expresses. Contents
Employee responsibilities
Additional responsibilities of leaders
What to watch out for
Penalties for violations
Related policies and procedures
Questions and answers Employee responsibilities under this policy:  
    
    In addition to complying with the law and GXS policies, exercise
your own good judgment in all personal and business dealings outside
your GXS job.  
    
    Avoid actions or relationships that might conflict or appear to
conflict with your job responsibilities or the interests of GXS.  
    
    Do not misuse GXS resources, intellectual property, time or
facilities (including office equipment, e-mail, and computer
applications).  
    
    Before accepting any position as an officer or director of an
outside business concern: 
    Consider the advantages and disadvantages to GXS,
including the appearance of possible conflicts of interest
 
    Consider your responsibilities as a director as
specified by laws and regulations
 
    Obtain approval as noted in the Additional
responsibilities of leaders section of this policy.




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
    
    Obtain the approval of your manager when accepting a board position
with a not-for-profit entity, when there may be a GXS business
relationship with the entity or an expectation of financial or other
support from GXS.  
    
    Disclose your outside activities, financial interests or
relationships that may present a possible conflict of interest (or
appearance of a conflict) to your manager as well as company legal
counsel or your finance manager. Make these disclosures in writing when
such a situation arises as well as when asked to complete a Conflicts
of Interest questionnaire.  
    
    If you know of a possible conflict of interest involving another
employee or anyone else representing GXS, notify a company manager,
legal counsel, auditor, or ombudsperson. Additional responsibilities of leaders under this policy:  
    
    Use these guidelines in approving an employee for a position as an
officer or director of an outside business concern:  
    
    For small (generally not publicly traded) or family
owned businesses, obtain the approval of a GXS officer (with the
proviso that GXS officers not approve their own outside
activities)  
    
    For a mutual savings bank or a savings and loan
association, obtain the approval of GXSs CEO (with the proviso
that GXSs CEO not approve his own outside activities)  
    
    For a commercial bank or banking institution(other
than a mutual savings bank, or savings and loan association),
obtain the recommendation of GXSs Senior Vice President 
Finance, and the approval of the GXS Board  
    
    For large corporations(generally publicly traded
companies), obtain the approval of the GXS Board  
    
    For competitors, obtain company legal counsel review
and the approval of GXSs CEO and General Counsel. If the
competitor is also a large corporation, approval of GXS Board is
required. The manager giving approval should also consider the
need for periodic reviews to determine whether the approval
should be continued.  
    
    When you learn of possible conflicts of interest, take timely
remedial and investigative action to mitigate the potential conflict,
implement necessary compensating controls to ensure continuing
compliance, and notify GXS




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legal counsel and finance manager. Ensure
that employees understand
their continuing responsibilities under this policy, and that the
situation is monitored. What to watch out for: Outside activities and business interests  
    
    Holding a financial interest in a company where you could
personally affect GXSs business with that company.  
    
    Taking a part-time job where you may be tempted to spend time on
that job during your normal GXS working hours or to use GXS equipment
or materials.  
    
    Using GXS proprietary information in an outside business or
consulting activity.  
    
    Using GXS facilities, equipment, e-mail, or computer resources for
an outside business or consulting activity.  
    
    Misusing GXS resources or your position or influence to promote or
assist an outside business or not-for-profit activity. Not-for-profit boards  
    
    Serving on a university board with involvement in investment
decisions that could involve GXS. Customers and suppliers  
    
    Receiving gifts of greater than nominal value from suppliers,
customers or competitors while you are in a position to influence
company decisions that might affect or appear to affect the outside
concern.  
    
    Accepting an offer to purchase friends and family stock in a
company issuing shares through an initial public offering (IPO) if you
interface with that company in your GXS business activities.  
    
    Receiving personal discounts or other benefits from suppliers,
service providers or customers not available to the general public or
generally to other similarly situated GXS employees.




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
    
    Participating on a suppliers Advisory Board or User Group,
because it might create the appearance that you are being rewarded for
granting business to the firm, or that the firm is attempting to
influence your future decisions.  
    
    Soliciting suppliers, customers or others outside GXS with whom you
have a business relationship for donations to a charity in which you
are personally involved, without prior approval of GXSs CEO. Friends, relatives and other personal relationships  
    
    Directing business to a supplier that is owned or managed by a
relative or close friend.  
    
    Using shop, office or other company equipment or materials for
business(es) owned by family or friends.  
    
    Preferential hiring of, direct supervision of or making a promotion
decision about a spouse, relative or close personal friend.  
    
    A romantic or other personal relationship that may create a
conflict of interest with the employees GXS responsibilities or
otherwise compromise company interests. Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). Related policies and procedures:  
    
    Complying with the Competition Laws 
    
    Financial Support of Not-for-Profit Organizations Procedure 
    
    Information Security Procedure 
    
    Improper Payments 
    
    Insider Trading or Dealing & Stock Tipping 
    
    Intellectual Property 
    
    Supplier Relationships QUESTIONS AND ANSWERS:




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Defining financial interest Q: What are some of the ways a person can have a financial interest in a
company, and when would it be a problem? A: Among the most common types of financial interest are:  
    
    Ownership of capital stock, bonds or notes 
    
    Partnership interest 
    
    Direct or indirect interest through a family member, trust, or
other relationship. Financial interest is a problem as soon as it presents a potential for conflict
of interest with your responsibilities as a GXS employee. For example, your job
might involve selecting suppliers, selling to customers or extending credit to
other companies. A potential problem might exist if you  or a relative  also
had a personal financial interest in one of those companies. Whether the
interest is direct or indirect, what matters is the fact that your actions as a
GXS employee might affect the value of your interest in the other company.
Generally, conflicts of interest will not arise from owning stock in widely
held companies, such as those traded on the New York Stock Exchange, and
individuals rarely have the ability to influence the success of such companies.
It can happen, though, and if youre unsure, check with your manager or company
legal counsel. Taking gifts Q: What should I do if a supplier or customer offers me a gift of greater than
nominal value? What if gift-giving is a customary practice in a particular
country, and refusing the gift may be viewed as an insult? A: At a minimum, do not accept any gift or favor that might be viewed as
obligating you to a supplier or customer. For example, dont accept an offer to
purchase friends and family stock in a company issuing shares in an initial
public offering (IPO) if you interface with that company in your GXS business
activities. Accepting that stock could be viewed as obligating you to give
special treatment to the IPO company. Even when gift-giving may be customary in a local culture, obtain the approval
of your manager and company legal counsel before accepting any such gift. Those
people may also be able to suggest an appropriate way to handle such
situations, including tactful ways to return such gifts. Keep in mind that not
returning the gift may send a signal to the individual that GXS considers such
gifts appropriate.




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In addition, addressing the situation at a later date may be even more
embarrassing to both sides. Where it is still considered to be impolite to
return the gift, it would be best to avoid potential conflicts and the
appearance of personal gain by considering alternatives to keeping it. For
example, you might give the gift to charity, or distribute it as a lucky draw
prize to company employees at a future function. Job offers Q: I work in one of GXSs Data Centers. Ive heard that one of outside IT
consultants who sometimes works on projects at the Center wants to offer me a
part-time job on weekends. Would there be any issue with this? A: Yes. GXSs Conflicts of Interest policy obligates all of us to avoid even
the appearance of a conflict of interest. No matter how innocently the offer of
part-time work might be made or accepted, others might see it as a kickback
paid to you in return for GXSs business. If you find yourself in this situation, you should:  
    
    Immediately inform your manager of the offer, whether or not you
plan to accept it. 
    
    If you accept the offer, you must give up any kind of oversight
role with the consultant required by your job. You and your manager
need to determine whether this is feasible. A spouse who works for a supplier Q: My spouse has a chance to become the office manager for a small company that
is a supplier to GXS. Occasionally, I generate sole-source authorization
letters that approve use of that supplier when we have an urgent business need.
If my spouse got that job, would I need to let my manager know about it? A: Absolutely. A competitor of the supplier could claim that your spouse is the
reason that company gets GXS business. You should notify your manager, company
legal counsel or a company ombudsperson of your spouses relationship with the
supplier, and you must also remove yourself from any transactions that affect
that supplier. Setting up a part-time business Q: Part of my job involves monitoring and approving the quality systems of GXS
suppliers. Three other GXS employees and I are thinking about establishing a




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company that would help other companies develop quality systems to meet U.S.
Government regulations. Would this be a problem? A: Yes. The major issue is your use of knowledge and skills acquired as a GXS
employee to pursue outside business interests. In any outside job closely
paralleling your GXS responsibilities, you must be extremely careful to avoid
using company intellectual property, proprietary information or proprietary
processes. Before getting involved with this type of business, be sure to fully
inform your manager and ask company legal counsel for advice. GXS policy
requires you to make a full disclosure of any outside employment or business
activities to your manager before commencing any such activity. You also have
an ongoing responsibility to advise your manager if there are any changes. Accepting honoraria Q: May I accept honoraria or other compensation for presentations at
conferences? A: Yes, as long as you meet at a minimum the following conditions:  
    
    You get advance permission from your manager to participate. 
    
    You do not prepare for or make the presentation on company time. 
    
    You do not reveal proprietary GXS information in your presentation. 
    
    You get advance approval from your manager if you intend to use GXS
resources to prepare your presentation. (In such cases, talk to your
manager to determine how to handle the honorarium.) Selling to co-workers Q: Im thinking about setting up a part-time venture  a small business that
sells products directly to the customer. I would like to sell my merchandise to
my co-workers at GXS. Would this involve any conflicts of interest or other
policy violations? A: Possibly. First, the policy requires you to inform your manager about your
outside business interest. Most likely, GXS will not try to keep you from
pursuing your business. However, the company does expect you to conduct only
GXS business on GXS time and on GXS property. There is no problem selling to
co-workers as long as you do not do it at a GXS facility or during your or your
co-workers working time. Also, it is a good idea to avoid selling to
subordinates or to anyone else you supervise. When corrective action is needed




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Q: If we learn about a potential conflict of interest where no actual damage
occurred, is corrective action still required? A: Yes. There need only be a realistic possibilityof injury to GXS for a
manager to consider taking corrective action. If the situation could impair an
employees judgment or performance of company duties, damage GXSs reputation,
or result in a direct financial loss to GXS, steps should then be taken to
correct the situation. Government work Q: One of my employees is considering asking for a leave of absence to handle a
project for a government agency. Could that present a problem? A: GXS employees who undertake part-time or full-time service with federal,
state or local governments, whether elected or appointed, should first check
with company legal counsel and their human resources manager. Employees need
to make sure they would be complying with current conflict-of-interest laws as
well as GXS procedures covering compensation, benefits and service credit. Providing services to a not-for-profit organization Q: Ive been asked to serve on a not-for-profit board and I expect to be asked
to solicit funds from GXS and related resources. Is that a problem? A: GXS encourages employees to provide service to worthy not-for-profit
organizations. Any financial commitments should be made from personal, not
company resources. Requests for GXS funding should be reviewed for potential
conflicts of interest on a case-by-case basis with your manager. In order to
avoid an embarrassing situation for you and GXS it is best to fully understand
any personal and/or company commitments that may be expected, and to seek
advice of your manager or company legal counsel before accepting such a
position.




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ControllershipIssued: January 2003 Contents
Requirements
Employee responsibilities
Additional responsibilities of leaders
Penalties for violations
Related policies and procedures
Questions and answers Controllership comprises three factors that are vital to GXSs unyielding
commitment to protecting, with integrity, the economic health of our company:
compliance, rigorous business processes, and integrity in communications. Compliance Each employee is responsible for complying with applicable laws, regulations
and company policies. That responsibility includes ensuring that financial
information is recorded in accordance with the Companys general accounting
procedures and generally accepted accounting principles. Employees must
maintain both effective internal controls as well as appropriate, accurate
records that fairly reflect activities. This unwavering commitment to
compliance creates an environment in which we can all take pride. Rigorous business processes Each employee is responsible for following rigorous business processes to
ensure that management decisions are based on sound economic analysis,
including a prudent consideration of risk. Transactions that enhance near-term
financial performance but diminish long-term economic value do not meet this
standard. Effective business processes also must ensure that GXSs physical,
financial and intellectual property assets are both safeguarded and optimally
employed. Integrity in communications Each employee must contribute to the timeliness and accuracy of financial and
operating information that is communicated both internally and externally.
Financial reports of historical and forecasted information must be accurate and




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complete. Non-financial metrics  metrics on which operating decisions are
often based  must be clear and accurate. Timely, complete and accurate
information is vital for management decisions, and it also provides the basis
for the high quality financial reporting that is a cornerstone of confidence in
our Company. This policy describes the high standards that we maintain for
meeting each of those responsibilities. Requirements:  
    
    Follow GXSs general accounting procedures, as well as all
generally accepted accounting principles, standards, laws and
regulations affecting accounting and financial reporting.  
    
    Maintain complete and accurate records and accounts to reflect
transactions and the disposition of assets.  
    
    Ensure that financial information and operating metrics are
reported accurately and on a timely basis.  
    
    Provide timely, candid forecasts and assessments to management.  
    
    Restrict the release of financial information outside of GXS unless
such release has been properly reviewed and authorized.  
    
    Adhere to rigorous business processes to ensure that decisions are
based on sound economic considerations and prudent consideration of
risks, and are not aimed at enhancing near-term financial performance
at the expense of long-term economic value.  
    
    Maintain controls to safeguard GXSs physical, financial and
intellectual property assets. Employee responsibilities under this policy:  
    
    Follow all accounting, reporting and control procedures established
by the Senior Vice President  Finance, or his or her delegates.  
    
    Prepare and maintain records and reports for management that are
accurate, timely and complete.  
    
    Before signing any document, make a reasonable inquiry to obtain
assurance that its contents are accurate and complete.




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
    
    Before involving GXS in any transaction or releasing any financial
information, obtain and adequately document all required management
approvals.  
    
    Keep records, including computer-based information, secure.  
    
    Assist GXSs auditors and other authorized individuals, providing
access to your business records, and providing them with accurate and
complete information.  
    
    Make sure controlled affiliates under your responsibility adopt and
follow controllership policies similar to this one. A controlled
affiliate is a subsidiary or other entity in which GXS owns, directly
or indirectly, more than 50 percent of the voting rights, or in which
the power to control the entity is possessed by or on behalf of GXS.
Make and document good faith efforts, to the extent reasonable in the
circumstances, to influence non-controlled affiliates to make and keep
accurate books and records, in reasonable detail, and to devise and
maintain a system of adequate internal accounting controls. Further,
encourage non-controlled affiliates, to the extent permitted by local
law, to adopt the specific accounting, reporting and control procedures
established by the Senior Vice President  Finance, or his or her
delegates.  
    
    If you learn of any damage to, or loss or theft of GXS property, or
a claim or potential claim by anyone against GXS, notify company legal
counsel and your finance manager. Additional responsibilities of leaders under this policy:  
    
    Set up accounting, financial reporting, financial control, and
information systems to provide reasonable assurance that: 
    Accountability for assets is established, assets are
adequately protected, the effectiveness of routines to safeguard
assets is confirmed periodically, and any significant weakness
in these activities is corrected promptly
 
    Transactions involving the company are appropriately
authorized, and adequate records are maintained and appropriate
reports are made with respect to such transactions
 
    Adequate records are maintained and appropriate
reports are made of other events that result in acquisition or
disposition of assets, or the incurring or satisfaction of
liabilities




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
    The financial soundness of the Company is optimized
through proper consideration of the economic and risk factors
inherent in business decisions
 
    Financial statements and reports, issued for the
company and its individual businesses, present fairly their
financial position, the results of their operations, and/or
other financial data in conformity with generally accepted
accounting principles appropriate in the circumstances and with
other applicable requirements.
  
    
    The Senior Vice President  Finance must: 
    Set the proper tone at the top to ensure that
controllership is a central focus throughout the organization
 
    Establish and maintain accounting procedures,
financial reporting and control routines, and the internal audit
program for the company
 
    Nominate and approve candidates for designated
financial management positions, where they will be functionally
responsible to the Senior Vice President  Finance, who will
remove them if in his or her opinion they prove unqualified.
  
    
    Financial managers are responsible to the Senior Vice President 
Finance for complying with Company policies and applicable company
procedures  
    
    Financial managers must ensure that any identified losses of GXS
property are reported in a timely fashion to company legal counsel,
relevant insurance carriers, and company auditors. Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). Related policies and procedures: This policy may relate to many other GXS policies and procedures, among them:




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
    
    Capital Investments Procedure 
    
    Conflicts of Interest 
    
    Corporate Borrowings and Extensions of Credit Procedure 
    
    Improper Payments 
    
    Intellectual Property 
    
    Following International Trade Controls 
    
    Working with Governments QUESTIONS AND ANSWERS: Authority for interpretation Q: If there is a major dispute within the Company over the meaning of a company
financial control procedure, who should settle it? A: Authority for interpreting accounting and reporting requirements is reserved
to the Senior Vice President  Finance or his or her delegate. Changing procedures Q: Our department could benefit from a financial analysis procedure not
mentioned in company financial bulletins. Are we prohibited from using this
analysis? A: No, as long as it does not replace any required procedure. GXSs
Controllership policy is not meant to limit any GXS business in developing
supplementary data, reports or analyses needed for its own purposes. If you
believe a procedure is superior to a required procedure, bring it to the
attention of the Senior Vice President  Finance, or his or her delegate, for
consideration. Reporting small discrepancies Q: Soon Ill take a financial analysis job on a U.S.$100 million project, much
larger than anything Ive ever worked on before. Im looking over the records
and notice a U.S.$10,000 discrepancy between a consultants invoice and the
amount we actually paid. Should I worry about it, since the discrepancy is so
small in the context of the total project? A: Yes. Discrepancies of even small amounts may indicate serious problems (if,
for example, they reflect deliberately dishonest behavior). If a government
contract is involved, uncorrected discrepancies can result in fines, penalties
and disruption of business. Business judgment should be applied in seeking to




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recover amounts that are found not to be indicative of serious problems,
including consideration of government contracting issues. You are strongly
encouraged to contact your finance manager and company legal counsel to discuss
such issues. Intentional misstatements of financial results by immaterial amounts Q: If my department was likely to miss its quarterly earnings target by a minor
amount, could we adjust our results to make up the difference? A: No. This policy strictly prohibits a n y intentional misstatements of
financial results. Intentional misstatements can never be justified on the
basis that they are too small to matter. Purchase approvals Q: Our business is preparing to buy a new computer system costing around US$3.5
million. How can we find out who needs to authorize the purchase? A: GXS has guidelines for appropriate purchase approval authorities. You
should consult with your finance manager to ensure these guidelines are
followed. Releasing information Q: I got a call from a customers finance manager who wants information on some
of our financial control procedures for a benchmark analysis his company is
preparing. Is it all right to let him see that kind of information? A: Requests for the release of any kind of company financial record need to be
reviewed on a case-by-case basis. Depending on the situation, the risks could
range from compromising company security to violating securities or antitrust
laws. Discuss the situation with your finance manager and/or company legal
counsel.




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Handling requests for GXS financial information If the request is for: General financial information
    
    Refer requests to the Senior VP
 Finance, unless the requested
data (for example, GXS annual
sales volume) is already
available to the general
public.Technical information relating to
financial subjects or functions
    
    Refer requests to appropriate
members of GXSs Finance Staff
 Financial record-keeping at controlled affiliates Q: I work for a GXS controlled affiliate in a country without legal
requirements for maintaining accurate books and records. Do the books and
records requirements of the Controllership policy apply to my affiliate? A: Yes. Because GXS is incorporated in the United States, the entire
corporation is subject to U.S. laws requiring companies, including controlled
affiliates, to maintain accurate, reasonably detailed records that fairly
reflect transactions and disposition of assets. In addition, we need to
encourage GXSs non-controlled affiliates to keep accurate books and records,
and to maintain a system of adequate internal accounting controls.




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Environment, Health & SafetyIssued: January 2003 GXS is committed to achieving environmental, health and safety (EHS)
excellence. This is a responsibility of management and employees in all
functions. GXS will strive to provide a safe and healthy working environment
and to avoid adverse impact and injury to the environment and the communities
in which we do business. Contents  
    
    Requirements  
    
    Employee responsibilities  
    
    Additional responsibilities of leaders  
    
    Penalties for violations  
    
    Questions and answers Requirements:  
    
    Comply with applicable environmental, health and safety (EHS) laws
and regulations.  
    
    Take appropriate measures to prevent workplace injuries and
illnesses, and to provide employees with a safe and healthy working
environment.  
    
    Eliminate any unreasonable EHS risks from GXSs facilities and
activities.  
    
    To the extent reasonably practicable, prevent pollution and
conserve/recycle materials. Employee responsibilities under this policy:  
    
    Follow this policy and applicable laws and regulations to protect
the environment and your own health and safety as well as that of other
workers  
    
    Promptly raise any concerns about possible violations of this
policy to your manager, HR manager, company legal counsel, or GXS
ombudsperson.




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Additional responsibilities of leaders under this policy:  
    
    Where applicable, evaluate the effectiveness of managers and other
senior employees on their implementation of this policy and
environmental, health and safety programs and periodically review any
EHS impacts of business activities  
    
    Communicate responsibly regarding environmental, health and safety
issues  
    
    Where applicable, implement effective EHS programs, training, and
best practices  
    
    Conduct appropriate due diligence, including review with
environmental consultants and company legal counsel, any proposed
acquisition or divestiture of real estate (including equity, leases and
other property interests) in advance of completing the transaction  
    
    Promptly inform senior management and company legal counsel of:  -
    
    Any incident involving an emergency evacuation, communicable disease,
or other serious health incident that may have exposed employees to
health hazards  -
    
    Any work-related employee fatalities and other serious company
safety incidents requiring hospital admittance or a report to a
governmental agency  -
    
    Any environmental incidents requiring a report to a governmental
agency, or any governmental allegations of substantial violations of
environmental laws or regulations  -
    
    Initiation of any legal proceedings against the company involving
EHS issues Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines).




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QUESTIONS AND ANSWERS Applicability of policy Q: Are EHS principles relevant to an IT company like GXS? A: Yes, these principles do apply to our facilities and activities. Wherever
GXS employees are working, we expect them to work safely and in compliance with
all EHS laws. Ventilation, lighting and temperatures Q: Does the EHS policy cover concerns about the ventilation, lighting or
temperature in my workplace? A: Yes. Concerns about ventilation, inadequate or excessive heat, or adequate
lighting can be brought to the attention of your manager or HR manager. In
these cases, GXS will look to applicable laws and regulations, and industry
guidelines to determine the appropriate conditions. Countries with differing laws Q: What about countries where there are no environmental, health or safety
laws? What should we do? A: Most countries have environmental, health and safety laws. In some cases,
the laws impose general duties without many specifics. For example, many
countries impose a general duty on managers to provide a safe and healthy work
environment. In these cases, we have to use our professional judgment to
determine what level and type of protection is appropriate in order to comply. Raising an EHS concern Q: Where should I go to raise an EHS concern? A: As with a concern about any GXS policy, it is a good idea to raise EHS
concerns with your manager, because in most cases he or she will be able to
take immediate action to resolve the issue. However, if youre uncomfortable
about bringing the concern before your manager, or you feel the matter wouldnt
be resolved, you have other options. They include talking with your HR manager,
GXS legal counsel, or a GXS ombudsperson.




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Fair Employment PracticesIssued: January 2003 GXS is committed to fair employment practices, including the prohibition
against all forms of illegal discrimination. By providing equal access and fair
treatment to all employees on the basis of merit, we promote GXSs success
while enhancingthe progress of individuals and the communities where our
businesses are located. GXS is committed to observing all applicable labor and employment laws wherever
we operate. That includes observing those laws that pertain to freedom of
association, privacy, recognition of the right to engage in collective
bargaining, the prohibition of forced, compulsory and child labor, and those
laws that pertain to the elimination of any improper employment discrimination. Contents
Requirements
Definitions and examples
Employee responsibilities
Additional responsibilities
of leaders
Examples of violations
Penalties for violations
Questions and answers Requirements:  
    
    Use merit, qualifications (for example, education, experience, or
competencies) and other job-related criteria as the sole bases for all
employment-related decisions affecting employees and applicants.  
    
    Strictly observe all applicable labor and employment laws,
including those relating to freedom of association; privacy; the right
of employees to engage in collective bargaining; forced, compulsory and
child labor; and non-discrimination.  
    
    Recruit, hire, train, compensate, promote and provide other
conditions of employment without regard to a persons race, color,
religion, national origin, sex (including pregnancy), sexual
orientation, age, disability, veteran status or other characteristic
protected by law.  
    
    Discrimination on any of these bases is strictly prohibited.  
    
    Demonstrate leadership in programs to increase employment
opportunity for all citizens in communities where GXS has facilities.




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
    
    Provide a work environment free of harassment, such as harassment
directed at a person because of his or her race, religion, sex, etc.  
    
    Respect the privacy rights of employees by using, maintaining and
transferring their personal data in accordance with applicable Company
guidelines and procedures. (While seeking to maintain employee privacy,
however, GXS must reserve the right to monitor use of company property
and resources  for example, computers, e-mail, phones, proprietary
information, etc.  in accordance with applicable law.) In the United States (and other locations where applicable):  
    
    Take affirmative action to provide equal employment opportunity
complying with the spirit and letter of all laws, regulations and
government contract requirements. Affirmative action should include
programs and efforts to ensure that there are diverse applicant and
candidate pools of people who are qualified and who have the
opportunity to compete for open positions. Selection of successful
candidates will then be based on qualifications and merit. Definitions and examples: Workplace harassmentis a prohibited form of discrimination under this policy
and can include harassment based on an individuals sex, race, religion,
national origin, sexual orientation, disability, age, etc. Such harassment can
take many forms and includes unwelcome verbal or physical conduct directed
against a fellow employee or third party (e.g., customer or supplier) such as
distributing or posting (electronically or otherwise) hate literature, making
fun of or defaming a member of a particular religion, race, sex, etc., through
use of inappropriate stereotypes, telling offensive jokes, use of ethnic slurs
or taking other actions which have the purpose or effect of unreasonably
interfering with an individuals work performance or creating an intimidating,
hostile or offensive work environment. Sexual harassmentis a specific form of workplace harassment that includes
unwelcome sexual advances or requests for sexual favors where submission or
rejection of such conduct by an individual is used as the basis for employment
decisions affecting such individual. Sexual harassment also includes unwelcome
sexual advances, requests for sexual favors, or other verbal or physical
conduct of a sexual nature or based on a persons sex where such conduct has
the purpose or effect of unreasonably interfering with an individuals work
performance or creating an intimidating, hostile, or offensive working
environment.




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Employee responsibilities under this policy:  
    
    Comply with all applicable labor and employment laws, and the
requirements of this policy.  
    
    Promptly raise any concerns about a violation or possible violation
of this policy.  
    
    Help GXS maintain a workplace that is free of harassment, such as
harassment directed at a person because of his or her race, religion,
sex, etc.  
    
    If a conflict arises between the requirements of this policy and
the laws, customs or practices of a particular geographic area, consult
with management and company legal counsel to determine the most
appropriate course of action for GXS. Additional responsibilities of leaders under this policy:  
    
    Each manager is responsible for applying this policy within his or
her component.  
    
    Communicate the standards and prohibitions established in this
policy by supporting educational and training programs that will enable
all employees (including managers) to understand the basic requirements
of this policy and applicable non-discrimination and fair employment
practices laws.  
    
    Ensure that effective grievance or problem-solving mechanisms are
in place to receive reports of concerns from individuals and, where
appropriate, to resolve them.  
    
    Review and ensure compliance with laws, and maintain acceptable GXS
standards relating to child labor, forced or compulsory labor and other
fair employment concerns.  
    
    Seek out and assist individuals in gaining access to job
opportunities at all levels consistent with their qualifications and
abilities. Help them reach their full potential while maintaining
appropriate job-related standards. In the United States (and other locations where applicable):  
    
    Identify appropriate managers with sufficient authority to assure
that effective equal employment opportunity and affirmative action
plans,




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programs and practices are developed and implemented, and measured at
least annually. Assign responsibility for overall management of
affirmative action programs within your components. This should include,
where necessary, responsibility for coordinating programs on a local or
organizational basis.  
    
    Ensure that contracts with independent contractors, suppliers or
others outside GXS contain equal opportunity clauses if required by
government contracts. Examples of violations:  
    
    Allowing race, color, religion, national origin, sex (including
pregnancy), sexual orientation, age, disability, veteran status or
other characteristic protected by law to be a factor in screening
employees for hiring, promotion, compensation or other
employment-related decisions.  
    
    Providing or withholding work-related assistance, cooperation,
and/or information to fellow employees based on their race, color,
religion, national origin, sex (including pregnancy), sexual
orientation, age, disability, veteran status or other characteristic
protected by law.  
    
    Hiring, compensation, promotion and layoff practices that are not
clearly job-related.  
    
    Hostile or demeaning behavior based on an employees race, color,
religion, national origin, sex (including pregnancy), sexual
orientation, age, disability, veteran status or other characteristic
protected by law.  
    
    Persistent on-the-job flirtations or other invitations for a social
relationship with a fellow employee when he or she has indicated that
such advances or interests are unwelcome.  
    
    Displaying any sexually suggestive visual material in the
workplace.  
    
    Displaying or posting (including, for example, transmitting via
e-Mail) hate literature, inappropriate ethnic stereotypes, or jokes
that tend to ridicule or defame a member of a particular racial,
religious, or ethnic group.  
    
    Disclosing employment data to a person who does not have either a
business-related need for the data or the subjects consent.




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In the United States:  
    
    Failure to maintain and update annually written affirmative action
plans as required by Executive Order #11246, the Rehabilitation Act of
1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974.  
    
    Violations of the affirmative action program requirements of the
U.S. Department of Labors Office of Federal Contract Compliance
Programs. Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). GXS could also lose government contracting privileges. QUESTIONS AND ANSWERS Fair Employment Practices Q: What is prohibited discrimination? A: GXS prohibits taking any employment action against a person because of his
or her race, color, religion or any other characteristic protected by law. For
example, it would violate GXS policy to deny someone a promotion because of his
race or age, or to avoid sharing important work-related information with a
co-worker because of her religion. GXSs policy is to use merit, qualifications
and other job-related criteria as the sole bases for all employment-related
decisions. Defining diversity Q: We hear a lot about workforce diversity. How does this concept relate to
fair employment practices? A: Having an environment in which fair employment practices are implemented and
executed helps GXS compete for and attract a high quality and increasingly
diverse workforce. The company will continue to make good faith efforts to
recruit and retain diverse pools of applicants and employees. Diversity
initiatives complement GXSs fair employment obligations and are aimed at
bringing about a greater recognition of the value and enhanced competitiveness
of a workforce that includes people from many different backgrounds. This also
involves implementing management processes that develop and maintain a
workplace in which all employees can contribute to their full potential.




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Harassment prohibited Q: What is GXS doing to prevent harassment in the workplace? A: There is extensive and continuing communication of this issue to all
employees. This policy clearly prohibits any form of workplace harassment from
GXS employees or third parties that creates a hostile, intimidating or
offensive work environment based on a persons sex, disability, race, sexual
orientation or any other diverse human characteristic. Anyone violating this policy is subject to disciplinary action up to and
including discharge. Any employee who feels he or she might be a victim of such
harassment is required to raise that concern. There are several ways to do
this. You can contact any GXS manager, company ombudsperson, your human
resources representative, company legal counsel, or anyone else designated to
handle harassment concerns. GXS businesses provide internal problem-solving
procedures for this purpose that are sensitive to privacy concerns. The leaders
of your business need your cooperation and help if we are to rid the workplace
of all such barriers to mutual respect, teamwork, productivity and success. Data protection and privacy Q: Do the requirements of this policy include the employers duty to protect
and keep private personal employment data in accordance with the European
Unions Directive on Data Protection? A: Yes. As our Fair Employment Practices Policy states, GXS is committed to
observe the applicable labor and employment laws, including privacy-related
laws such as the EUs Directive on Data Protection, wherever we operate. Fulfilling the commitment in the United States Q: What is affirmative action? A: Affirmative action has two elements. First, employers must ensure
nondiscriminatory human resources policies and practices. Second, it includes
actions taken by employers to increase opportunities in employment (e.g.,
hiring, training and development, promotions) for certain groups (e.g.,
minorities, women, persons with disabilities) identified by federal law. Q: What does taking affirmative action in hiring or promotion mean? A: Affirmative action requires recruiting, training and development actions
aimed generally at improving the availability of, e.g., minorities and women
who are




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qualified to meet future employment needs, and specifically to take steps to
bring diversity to the pools of qualified candidates from which individuals are
selected to fill job openings. Hiring or promotion decisions are based solely
on individual qualifications and merit.




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Improper PaymentsIssued: January 2003 GXS employees should not offer anything of value to obtain any improper
advantage in selling goods and services, conducting financial transactions, or
re presenting the companys interests to governmental authorities. This policy
sets forth GXSs standards of conduct and practices for certain kinds of
payments, entertainment and political contributions. GXS must not authorize,
involve itself in, or tolerate any business practice that does not follow this
policy. A violation of this policy can result in severe civil and criminal
penalties, under the laws of a number of countries. All countries prohibit the
bribery of their own public officials, and many also prohibit the bribery of
officials of other countries. GXSs policy goes beyond these laws and
prohibits improper payments in all of our activities, both with governments and
in the private sector. Contents
Scope
Requirements
Employee responsibilities
Additional responsibilities of leaders
Penalties for violations
Related policies
Questions and answers Scope:  
    
    This policy applies to all employees of GXS throughout the world.  
    
    Controlled affiliates of GXS must adopt corresponding policies. (A
controlled affiliate is a subsidiary or other entity in which GXS owns,
directly or indirectly, more than 50 percent of the voting rights, or
in which the power to control the entity is possessed by or on behalf
of GXS.)  
    
    We must encourage affiliated but non-controlled companies to follow
practices consistent with this policy.  
    
    We must require independent third parties who represent GXS to do
so in a manner that is consistent with this policy. Independent third
parties include: consultants, agents, sales representatives,
distributors, contractors and any other outside persons acting in a
capacity where they hold themselves out as, or otherwise appear to be,
representing GXS. Requirements:




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General  
    
    Never give, offer, or authorize the offer, directly or indirectly,
anything of value (such as money, goods or a service) to a
representative of a customer or a government official to obtain any
improper advantage. The rules for gratuities and payments are different
for non-government customers than they are for government
customers/officials. A list of permissible payments is included below.
Even an otherwise appropriate business courtesy, such as a gift,
contribution or entertainment, should never be offered under
circumstances that might create the appearance of impropriety.  
    
    Be aware of and obey applicable laws that relate to matters covered
by this policy, including:   The U.S. Foreign Corrupt Practices Act Laws of other countries prohibiting bribery of
foreign government officials Laws of all countries prohibiting commercial and
political bribery within their borders. GXS representatives  
    
    Require any person or firm who represents GXS to do so in accordance
with this policy and to be aware of and obey the applicable laws of
the U.S. and other countries related to matters covered by this
policy.  
    
    Exercise due diligence when selecting persons or firms to represent
GXS, keeping in mind that   GXS and its employees may, in some
circumstances, be held responsible for the actions of sales
agents and other independent representatives. For example, a
sales agent might make an improper payment to a government
official. The GXS employee who works with that agent, as well
as the company, might be charged with a criminal violation of
the U.S. Foreign Corrupt Practices Act, and the laws of other
countries related to the bribery of foreign officials, if the
employee i) knew about the payment (or consciously
disregarded information that the payment likely took place);
and ii) authorized it, either explicitly or implicitly.




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 When selecting a person or firm to represent
GXS, consider the following:  
    
    Employ only reputable, qualified
individuals and firms.  
    
    Understand and obey any
requirements governing the use of company
representatives (for example, funding agency
restrictions, or customer, country or ministry
prohibitions).  
    
    Make sure that the
representatives compensation is reasonable for the
services provided.  
    
    Follow this policys implementing
procedures and guidelines for selecting and paying
representatives.   If you spot something that might indicate a
potential policy violation involving a person or firm
representing GXS, make sure that it is promptly investigated
and resolved. Seek the assistance of company legal counsel
and management in exercising due diligence and resolving
concerns about anything that might indicate a potential
policy violation. Permissible payments  
    
    You may provide customers with ordinary and reasonable
entertainment and gifts only if they are permitted by   Applicable law, and The customers own policies and procedures, and GXSs guidelines/procedures. This policy does not prohibit lawful reimbursement for reasonable and
bona fide expenditures  for example, travel and living expenses incurred
by customers and directly related to the promotion of products or
services, or to the execution of a contract.  
    
    Gifts to and entertainment of government officials and employees
are highly regulated, often prohibited, and generally should be
avoided. Do not provide such gifts and entertainment unless you have
determined with certainty that you are permitted to do so by applicable
laws and




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regulations, your GXSs policies and procedures, and the policies of the
recipients employer.  
    
    Laws like the U.S. Foreign Corrupt Practices Act that prohibit the
bribery of foreign officials do not prohibit facilitating payments.
Facilitating payments are gratuities paid to officials or employees of
foreign governments to expedite a service or routine administrative
action that these individuals ordinarily perform and to which GXS is
entitled under the laws of that country. GXS strongly discourages the
use of facilitating payments. In any situation in which giving a
facilitating payment becomes necessary, you should seek the advice of
company legal counsel. Make sure that all these payments are clearly
and accurately reflected in financial reports. Political contributions  
    
    Obey applicable laws of the United States, and other countries in
which GXS does business in promoting GXSs positions on issues to
government authorities and in making political contributions.  
    
    Political contributions by the company to U.S. federal, state or
local candidates, or to candidates in other countries, may be
prohibited or regulated under applicable election laws. Any
contribution of company funds or other assets for political purposes
must be approved in advance by GXSs CEO and General Counsel.  
    
    Never give or offer, directly or indirectly, a payment or anything
of value (such as money, goods or services) to any political party,
party official, or any candidate for political office of any country to
influence or reward any governmental act or decision, or to obtain any
improper advantage. Employee responsibilities under this policy:  
    
    Understand and keep up-to-date on applicable laws, funding agency
regulations and customer requirements related to your job and each
requirement of this policy. These requirements can be complex, and it
would not be unusual for you to have questions related to a
transaction. If you have any questions related to matters covered by
this policy, consult with business leaders, company legal counsel, GXS
compliance guidelines, or this policys implementing procedures.  
    
    Take all steps necessary to make sure any party acting on GXSs
behalf understands and agrees to follow the principles of this policy.




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
    
    Carefully watch for warning signs that might indicate improper
activities. Among them might be a sales representative or other person
or firm representing GXS (or being considered to represent GXS) who:   Has been accused of improper business practices Has influence on the buying decision and a reputation for bribes Has a family or other relationship that could
improperly influence the customers decision Approaches you near a customers award decision
and explains that he or she has a special arrangement with
an official Insists on receiving a commission payment
before the customer announces the award decision A customer who suggests that a GXS bid be made
through a specific representative or partner Any request that a commission or other payment
be made in a third country or to another name A request for a commission that seems unusually
large in relation to the services provided. If these or any other signs of a possible violation come to your attention, be
sure to resolve your concern promptly before proceeding with the transaction.
Resolution should include management and legal review, and it should be well
documented.  
    
    Maintain timely, accurate and complete records of all expenditures
of GXS funds.  
    
    Follow GXS guidelines for travel and living expense reimbursement,
business entertainment and gifts. In addition, learn and respect the
policies of customers and government agencies concerning acceptance of
business entertainment and gifts. Additional responsibilities of leaders under this policy:  
    
    Do not retain individuals or firms unless you are satisfied they
will abide by the principles of this policy when representing GXS. Pay
them reasonably for services performed. Make sure the selection process
includes a thorough consideration of the scope of activities,
credentials, background,




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costs and compensation terms. Appropriate approvals should be obtained.
Make sure that the selection and payment process is consistent with this
policys implementing procedures or other relevant business guidelines.
Also, see the GXS policy on Money Laundering Prevention and its
requirements on the know your customer process.  
    
    Closely monitor and control business entertainment and gifts.  
    
    Consult with company legal counsel in executing your
responsibilities under this policy. Keep in mind that international
operations frequently raise issues requiring familiarity with the laws
and regulations of other countries.  
    
    If you discover that a sales representative or other third party
representing GXS may be engaging in improper business practices, you
should consult with company legal counsel and pursue any necessary
remedial action.  
    
    Financial managers must make sure that accurate records are kept
that show the amount and purpose of all payments. (See Controllership
Policy)  
    
    GXS senior management should:   Review financial reports covered by this policy
with the responsible financial manager Request, as required, financial reviews of
matters covered by this policy from finance managers or
company auditors Review, as required, other matters covered by
this policy with the responsible manager or with company
auditors Review compliance concerns or possible
violations of this policy with company legal counsel to
determine the appropriate company response and disclosure
requirements In making any investment decision, carefully
consider the companys responsibilities under applicable laws
prohibiting bribery of foreign officials and commercial
bribery Authorize the execution of any new
international sales representative or sales consultant
services agreement that is related to a government contract
and involves commissions, contingent fees or retainer
compensation greater than U.S.$200,000 (total contract value) Authorize the execution of any international
service agreement




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or sub-contract that is greater than U.S.$2,000,000 in value
and related to a government contract
        . Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). GXS must terminate contracts with consultants, sales
representatives, distributors, independent contractors and any other third
parties who are unwilling or unable to represent GXS in a manner consistent
with this policy. Related policies: Conflicts of Interest
Controllership
Following International Trade Controls
Money Laundering Prevention
Supplier Relationships
Working with Governments QUESTIONS AND ANSWERS Screening sales representatives Q: Can the company or an employee be held responsible for the actions of a
sales rep or distributor? A: Yes. If it appears that an employee knew, or had reason to know, of a third
party representatives prohibited activities (or deliberately ignored
indications of prohibited activities), and by its actions GXS implicitly
authorized such payments, then the company and the employee could be held
accountable. A head-in-the-sand approach to managing the third party is not
acceptable. However, if the company can demonstrate that it conducted adequate
due diligence and aggressively investigated and resolved anything related to
the third party that might indicate a policy violation, it will not be held
responsible if the third party was involved in some illegitimate activity. Q: What do I need to do to ensure that I am hiring a third party that is
acceptable to the company? A: You must follow GXSs formal process for screening third parties that




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represent the company and conduct a thorough, documented background check of
every candidate (see the implementing procedures for this policy). Finally,
make sure that the candidate understands and agrees to abide by the principles
of this policy. Q: What should I do if I have a concern about something that might indicate a
policy violation? A: Take your concern to your manager or to company legal counsel. Make sure
that the possible warning sign is thoroughly discussed and adequately resolved
before going ahead with the transaction. Make sure that the resolution has been
documented. Entertaining government employees Q: Is it illegal to entertain a government employee? A: It depends. Entertaining or providing anything of value to anycustomer,
government or commercial, must be consistent with applicable laws, and laws
relating to gifts to and entertainment of government representatives are
especially restrictive. You must also respect the policies of the individuals
employer and any other applicable guidelines. If you have any doubts, seek the
advice of management or company legal counsel before taking action. Laws of other countries Q: How can I learn more about the laws of another country? A: Seek the assistance of company legal counsel. Political contributions Q: Is the company allowed to make U.S. federal campaign contributions? A: Corporate contributions to U.S. federal candidates are prohibited under
federal law. There are, however, a number of circumstances under federal law in
which corporations may make contributions other than to candidates. For
instance, companies can contribute to either national party for state
organizing efforts, or to certain state committees for such efforts. These
contributions must be approved in advance by GXSs CEO and General Counsel.
Federal law does provide that a company may support a political action
committee through which employees may contribute to candidates for federal
election. Q: Is the company allowed to make state or local campaign contributions?




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A: Some states allow direct corporate contributions to state and local
candidates. Any state political contributions on behalf of the company (whether
to a candidate, a party, or a ballot initiative campaign) should be approved in
advance by GXSs CEO and General Counsel.




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Insider Trading/Dealing & Stock TippingIssued: January 2003 GXS is committed to the principles of fair and open markets for publicly traded
securities throughout the world  markets where everyone has an equal chance to
succeed. This policy establishes standards of conduct for employees and others
who obtain material or price-sensitive non-public information (inside
information) through their work for GXS. Insider trading, insider dealing and
stock tipping are criminal offenses in most countries where GXS does business.
The requirements of this policy include full compliance with the laws
prohibiting insider trading, insider dealing and stock tipping. Insider trading
or dealing means personally buying or selling stock or other securities of any
publicly traded company while in possession of inside information about the
company. Stock tipping means disclosing inside information about a company 
for example, to a relative, colleague or friend  to enable the person to buy
or sell stock or other securities of the company on the basis of such
information. This policy sets forth guidelines designed to avoid even the
appearance of insider trading, insider dealing or tipping. It is not meant to
restrict the freedom of employees to make appropriate personal investments, or
the companys right to legitimately use and disclose inside information in the
ordinary conduct of its business. ContentsEmployee responsibilitiesDefinitions, guidelines and examplesPenalties for violationsRelated policies Employee responsibilities under this Policy:  
    
    Never buy or sell the stock or other securities of any company
while you have inside information about the company.  
    
    Never recommend or suggest that anyone else buy, sell or retain the
stock or other securities of any company, while you have inside
information about the company.  
    
    You must not disclose inside information to anyone outside GXS
(including family members), except when you reasonably believe such
disclosure is needed to enable GXS to carry on its business properly
and effectively, and appropriate steps have been taken by GXS to
prevent the misuse of the information. Employees are urged to consult
with company legal counsel to determine if such disclosure is needed
and is being undertaken in an appropriate manner.  
    
    Only disclose inside information within GXS in the ordinary course
of




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business and when you have no reason to believe that the information will
be misused. Definitions, guidelines
and examples:
The following definitions, guidelines and examples apply solely for the purpose
of implementing this policy. Insideinformation means non-publicinformation  obtained in connection with
GXS employment  that is material or price-sensitive.  
    
    Information is non-publicwhen it is not available to investors generally.  
    
    Guidelines:  
    
    Information is generally considered to be
non-public until it has been disclosed to the investing
public and the market has had time to absorb it.  
    
    Do not assume that information, rumors or
recommendations you receive about the stock or other
security of any company are public if they come from a
friend or colleague, particularly if there is any
indication that the ultimate source of the information may
have had inside information about the company. Unless
there is reason to believe otherwise, you may assume that
recommendations or information from a legitimate
securities broker or investment advisor is publicly
available. You should be free to buy or sell securities on
the basis of such recommendation or information.  
    
    Examples:  
    
    If you were to learn in the course of
your work that GXS is considering buying a certain
company, or considering entering into a major purchase
contract with a supplier, you should assume the
information is non-public until after the public media
have reported the transaction and the market has had time
to assimilate the information.  
    
    Non-public information is materialor price-sensitiveif there is a
substantial likelihood that a reasonable investor would consider it
important in deciding whether to buy, sell or retain a security, such
as a stock, bond, or put or call option, or if publication would be
likely to have a significant effect on the price of such security.  
    
    Guidelines:




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
    
    To minimize the risk of misjudging
whether non-public information is material or price
sensitive or whether reasonable investors would consider
particular information to be important, you should assume
the information would be material or price-sensitive if it
affects in any way your own consideration of whether to
buy or sell the security in question. In other words, you
should assume that any non-public information about a
company is inside information if it would influence your
own decision about whether to buy or sell that companys
stock or other securities, and you should not, until after
the information has become public, (1) buy or sell the
security, (2) recommend that anyone else buy or sell the
security, or (3) disclose the information except in
accordance with the requirements of this policy. A
significant departure from your customary trading
practices following your receipt of non-public information
could also be viewed as evidence of the materiality or
price sensitivity of the information.  
    
    Any information may be inside information
regardless of whether it is developed internally or
obtained from others (e.g., current or prospective
customers, suppliers or business partners).  
    
    Examples:  
    
    Inside information may include non-public
information concerning a pending merger, acquisition,
disposition, joint venture, substantial contract award or
termination, major lawsuit or claim, earnings announcement
or change in dividend policy, significant product
development, the gain or loss of a significant customer or
supplier, or the filing of a bankruptcy petition.  
    
    Securitiesare defined broadly to include any stock, bond, note,
debenture, put or call option, or other instrument commonly known as a
security.  
    
    Guidelines:  
    
    Most authorities believe the practice of
buying or selling exchange-traded options (i.e., puts or
calls) is particularly susceptible to insider trading
abuse, especially when such option trading is not
consistent with the individuals customary trading
practices.




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
    
    Generally, you will have no reason to believe that inside
information will be misused or improperly disclosed by the recipient if
you disclose information in good faith, in the ordinary course of
business, and under circumstances that do not suggest that improper
conduct by the recipient is likely.  
    
    Guidelines:  
    
    Securities regulators and the courts
consider a number of factors in determining whether
someone who disclosed inside information should have known
that the disclosure was likely to lead to improper
trading. These factors include the price sensitivity of
the information, the degree of business justification for
the disclosure and the relationship between the individual
disclosing and the individual receiving the information.
You should exercise good faith and common sense in
determining whether to disclose inside information to
others. If questions arise, you should not hesitate to
consult company legal counsel before making the
disclosure. Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law and result in criminal penalties
(fines or jail sentences) or civil sanctions (damage awards or fines). Certain
parts of this policy may be more restrictive than applicable securities laws.
In some cases courts have found the violation of an employers rule or policy
to be evidence of a violation of the laws prohibiting insider trading and
tipping. However, an important purpose of this policy is to establish standards
of conduct that will avoid even the appearance of impropriety. Such provisions
are not intended to serve as a basis for establishing civil or criminal
liability that would not otherwise exist in the absence of this policy. Related policies: Conflicts of Interest
Controllership




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Intellectual PropertyIssued: January 2003 GXSs intellectual property is among the companys most valuable assets. It is
GXSs policy to establish, protect, maintain and defend its rights in all
commercially significant intellectual property and to use those rights in
legally responsible ways. GXS respects the valid intellectual property rights
of others.
New GXS software, services and processes should be timely and reasonably
reviewed for infringement of the valid intellectual property rights of others.
GXS employees must consult with GXS legal counsel before making any use of the
intellectual property of other parties. Contents Employee responsibilities
Definitions
Additional responsibilities of leaders
Penalties for violations
Questions and answers Employee responsibilities under this policy:  
    
    Identify and protect GXS intellectual property. Hold GXS trade
secrets and other proprietary information in confidence and secure
appropriate legal protection on inventions, copyrightable material,
trademarks and other commercially significant intellectual property.
Properly safeguard and administer all agreements relating to
intellectual property.  
    
    Understand your responsibilities to the GXS regarding new
inventions and ideas that you may develop while a GXS employee. Consult
with GXS legal counsel if you have a question about these
responsibilities or about the Employee Innovation and Proprietary
Information Agreement (EIPIA), which many employees must sign.  
    
    Consult with GXS legal counsel before disclosing GXS proprietary
information to outsiders or permitting third parties to use GXS
intellectual property.  
    
    Assert intellectual property rights only in a way consistent with
the law.  
    
    Respect the valid legal rights of others in patents, copyrights,
trademarks, trade secrets and other proprietary information, and other
intellectual property. Consult with GXS legal counsel concerning
necessary licenses or approvals to use such intellectual property.




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
    
    Do not attempt to solicit or otherwise discover through improper
means the trade secrets or other proprietary information of others. If
you became aware of the trade secrets or other proprietary information
of others either through prior employment or under an actual or implied
obligation of confidentiality, do not divulge, use, transfer, alter or
otherwise deliver those trade secrets and other proprietary information
to anyone except as authorized by GXS legal counsel. Definitions: A patentis a grant of a property right giving an inventor the right, for a
limited number of years, to exclude others from making, using, offering for
sale, selling, or importing the invention that is the subject of the patent.
This right is limited to a specific geographic area. A trademarkis a word, name, symbol or device that is used in commerce with
goods or services to indicate the source of the goods or services and to
distinguish them from the goods and services of others. Copyrightis a form of protection that gives to the authors of original works
of authorship including literary, dramatic, musical, artistic, and certain
other intellectual works, the exclusive right to reproduce the copyrighted
work, to prepare derivative works, to distribute copies of it, and to display
or perform the copyrighted work publicly. Trade secretsrefers to information, such as a formula, pattern, compilation,
program, device, method, technique, process, financial data, or list of actual
or potential customers that: derives actual or potential economic value from
not being generally known to other persons who can obtain economic value from
its disclosure or use; and is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy. Proprietary informationis information that is undisclosed, for example, not
publicly known or generally available, and that is held in confidence. Additional responsibilities of leaders under this policy:  
    
    Consult with GXS legal counsel to ensure that all appropriate
employees sign and comply with GXSs invention agreement, which is
formally titled Employee Innovation and Proprietary Information
Agreement. Penalties for violation:




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Employees who violate either the letter or the spirit of GXSs policies are
subject to disciplinary action up to and including termination of employment.
Violation of this policy can also mean breaking the law, subjecting you or the
company to criminal penalties (fines or jail sentences) or civil sanctions
(damage awards or fines). QUESTIONS AND ANSWERS: Patents Q: I have an idea for an invention, and dont know if its patentable. What do
I do? A: Follow GXSs policies and procedures regarding invention disclosures and
patent applications even if you are unsure if your idea could be patented.
Prompt disclosure of all inventions to GXS legal counsel for evaluation is
essential so, if appropriate, patent applications can be timely filed to
establish and preserve GXSs rights in the invention. Sometimes, ideas that you
may not think of as inventions may be patentable: so, all ideas for new
products, product designs, business methods, software, and other improvements
should be brought to the companys attention in accordance with these
procedures. Copyrights Q: Can we scan an article or multiple articles into an electronic file and
e-mail it to other people? A: No. You must have the copyright holders permission in order to copy or
distribute such materials. If you have questions about copying and
distributing copyrighted materials, consult with GXS legal counsel. Trade secrets Q: What precautions should we take when sending proprietary information using
our e-mail account to both GXS employees and third parties? A: Proprietary information should be made available only to GXS employees on a
need-to-know basis. Disclosure to other personnel could result in competitive
loss, liability, or damage to GXSs reputation. Before sending proprietary
information to a third party, consult with GXS legal counsel to determine
whether a non-disclosure agreement should be signed and by what means the
information should be sent. Additionally, export issues may exist if the
information is to leave the country or is intended to be shared with either
foreign




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nationals or U.S. citizens who are employed by foreign owned companies. Contact
GXS legal counsel for guidance. Finally, the public Internet cannot be
considered a secure means of communication. If the material being sent is
highly sensitive or confidential, it should either be encrypted before being
e-mailed, or send by regular or express mail in a sealed envelope marked
Strictly Private. Trademarks Q: I am creating a new Website for customers to access. I have already
registered the domain name and the site will soon be live. Is there anything
else that needs to be done? A: The entities responsible for registering domain names do not check to see if
a requested domain name violates an existing trademark. If the domain name is
the same as or similar to a famous mark or is likely to cause customers
confusion with the business or products using the existing mark, this could
mean a violation of trademark law. Before registering a domain name, and
certainly before using it, it is wise to conduct a trademark search. A
trademark search hunts for any trademarks, federally registered or not, that
conflict with your proposed domain name. Check with GXS legal counsel to begin
the search process.




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International Trade ControlsIssued: January 2003

Many countries regulate international trade transactions, such as imports,
exports and international financial transactions, for a variety of reasons,
including national security and foreign policy. In addition, the United States
prohibits any cooperation with boycotts against countries friendly to the
United States or firms that may be blacklisted by certain groups or
countries. For GXS and its affiliates to do business in todays global
environment, we must understand and follow all of these laws and regulations,
as well as applicable customs laws and regulations. U.S. restrictions on
international trade are very broad and complex. They apply to GXS; its U.S.-incorporated affiliates and all their employees, regardless of nationality; and
to U.S. citizens and permanent resident aliens wherever located. They may also
apply to non-U.S. incorporated affiliates and their employees. As a further
complication, legal measures to block the application of certain U.S.
restrictions have been adopted by some countries, such as the members of the
European Union, and Canada and Mexico. Consequently, GXS, its affiliates and
employees located in those countries may be faced with conflicting legal
requirements that must be handled by company legal counsel.

Contents
Requirements
Employee responsibilities
What to watch out for
Additional responsibilities of leaders
Examples of violations
Penalties for violations

Requirements:



| |  | Implement programs to assure compliance with applicable laws and
regulations governing international transactions.
|- |  | ------------------------------------------------------------------------------------------------------------------



| |  | Follow all relevant international trade control regulations,
including licensing, shipping documentation, import documentation,
reporting and record retention requirements.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------


    
    Follow local laws and regulations governing the importation of
goods, including the presentation of accurate and complete information
needed to determine classification, value and admissibility.




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Employee responsibilities:  
    
    Be aware of all restrictions on international trade that apply to
GXS. These can include U.S. laws and regulations as well as those of
other countries in which GXS conduct business. In some cases, these
restrictions will apply to international trade in goods, technology,
software and services as well as to financial transactions.  
    
    Learn and follow GXS procedures regarding international
transactions Working with Customers & Suppliers  
    
    Make sure all international trade transactions are screened in
accordance with all applicable laws and regulations. Among the U.S.
regulations are the Export Administration Regulations, the
International Traffic in Arms Regulations and the Foreign Assets
Control Regulations.  
    
    Immediately tell GXS legal counsel or your manager about any
apparent conflict between the restrictions of U.S. law and the
requirements of applicable local law, such as U.S. sanctions and local
blocking laws.  
    
    Do not cooperate with any restrictive trade practice or boycott
prohibited or penalized under U.S. or applicable local laws. Notify
your supervisor about all boycott-related requests, including requests
for information.  
    
    Understand which party to the import transaction bears legal
responsibility for the accuracy of import documentation. Where GXS
bears legal responsibility, establish procedures to monitor and verify
the accuracy and completeness of information presented to government
authorities by GXS or by GXSs agents. Where an agent or customer is
the responsible party, ensure that GXS provides the full and accurate
information they need to complete import entries.  
    
    Carefully watch for warning signs of extraordinary licensing
requirements, improper import clearance, illegal activities or any
other violations of this or related GXS policies. What to watch out for: Exports  
    
    Unfamiliar customer without convincing references  
    
    Unusual transaction for this consignee, customer, end use or location




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
    
    Evasive, reluctant, or otherwise unsatisfactory answers by a
customer to questions about end use, end user, delivery dates or
delivery locations  
    
    Unusually favorable payment terms  
    
    Lack of concern for normal training and warranty service  
    
    Links to the military that seem inappropriate to the stated
business or transaction.  
    
    Involvement of parties related to countries engaged in the
development of biological, chemical and nuclear weapons, or ballistic
missiles  
    
    Transactions involving an embargoed country, a citizen or
representative of an embargoed country, or an individual or entity
subject to government sanction. Imports  
    
    Any payment to the exporter or benefiting the exporter that is not
included in the invoice price or otherwise reported to customs
officials  
    
    Transfer prices between related parties which fail to cover all
costs and profits  
    
    Inaccurate or incomplete invoice description of the imported goods  
    
    An invoice price that does not reflect the full value of the imported goods  
    
    Inaccurate identification of country of origin of the imported goods  
    
    Use of an import tariff classification that does not appear to be
an accurate description of the imported goods  
    
    GXS is designated as the importer of record in a country that does
not have an established GXS import process.  
    
    Entry of goods under a preferential duty program (GSP, NAFTA, Lomé
Convention, ASEAN  
    
    FTA, return of domestically-manufactured goods, etc.) without
supportive record-keeping procedures that assure local compliance.




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Additional responsibilities of leaders:  
    
    Consult with GXS legal counsel in executing your responsibilities
under this policy. Keep in mind that international operations may raise
issues requiring familiarity with the laws and regulations of the
United States as well as countries where exporters or importers are
based.  
    
    Establish procedures to screen international transactions for
compliance with legal and regulatory requirements. Such procedures must
ensure that proper license authority is obtained and that appropriate
documentation accompanies the transaction.  
    
    Appoint a person or persons responsible for international
compliance for exports, imports, services and transactions. The person(s) named shall have these responsibilities:  
    
    Maintenance and communication of component policy and
procedures appropriate to each business unit and consistent with
company standards
    
    Establishment of information and education programs
    
    Records management
    
    Assurance of compliance, including:  
    
    Due diligence measures, such as
transaction screening, responses to warning signs of
possible policy violations
    
    Accurate export and import
classification, valuation, licensing, documentation and
reporting
    
    Ensuring that freight forwarders,
carriers and customs house brokers are properly
instructed, and that forwarders and brokers are authorized
as GXS agents by power of attorney, as appropriate
    
    Compliance with agreements and licenses
    
    Remedial action.  
    
    Consult with GXS legal counsel as appropriate in interpreting this policy.  
    
    Review substantive compliance concerns or possible violations of
this policy with GXS legal counsel to determine the appropriate company
response and disclosure requirements. Coordinate with GXS legal counsel
all substantive interactions with government enforcement officials.




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Examples of violations:  
    
    Exporting hardware or technical data, or marketing certain defense
articles to non-U.S. persons without receiving the required
authorization or license  
    
    Transferring controlled technical data to non-U.S. persons without
receiving the required authorization or license  
    
    Engaging in, supporting, brokering, financing, advising or
otherwise facilitating a prohibited transaction without receiving the
required authorization or license  
    
    Providing, or failing to raise a concern about a request to provide
boycott-related information  
    
    Providing a product, information or service when there is reason to
know it will be diverted to an unauthorized destination or use  
    
    Improper classification of exported or imported goods  
    
    Improper valuation of exported or imported goods  
    
    Incorrect country of origin identification of exported or imported goods Penalties for violations: Employees who violate GXS policies are subject to disciplinary action up to
and including termination of employment. Conviction for violating international
trade control laws and regulations could result in GXS losing its export
privileges, and civil or criminal penalties against the company and individuals
involved. A criminal indictment may result in suspension of GXS export
licensing for defense products.




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PrivacyIssued: January 2003 In our increasingly information-based society, personal information about
individuals must be adequately protected. GXS is committed to protecting
personal information that we collect from or maintain about individuals. Each
employee must take care to protect personally identifiable information from
inappropriate or unauthorized use or disclosure, and the company must maintain
fair and responsible privacy and information protection procedures and take
reasonable steps to ensure compliance with such procedures. Contents
Requirements
Definitions
Employee responsibilities
Additional responsibilities of leaders
Penalties for violations
Related policies and procedures
Questions and answers Requirements:  
    
    Comply with all applicable privacy and data protection laws,
regulations, and treaties.  
    
    Provide individuals, as required by law and company privacy
procedures, with reasonable:   notices of relevant privacy practices descriptions of the types of information being
collected and the uses to be made of the information choices regarding certain uses of the information by the company opportunities for access to information for verification and correction security for the information Definitions Personal Informationmeans information that identifies or is associated with an
individual, such as his or her name, address, telephone number, or e-mail
address. It may also include an individuals medical or financial records or
other information that is deemed sensitive or personal, if such information is
associated with information that identifies the individual. Different
jurisdictions may adopt different definitions of the types of information
subject to privacy or data protection laws, so it is important to consult with
company legal counsel concerning the scope of those requirements in the
relevant jurisdictions.




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Sensitive Informationmeans information that identifies an individual or is
associated with an individual and is related to racial/ethnic origin,
political opinions, religious or philosophical beliefs, trade union membership,
or information about an individuals health or sex life. This policy may also apply to employee related data. Employee responsibilities under this policy:  
    
    Learn and follow company implementing procedures for privacy and
data protection. Pay attention to the protection of Personal
Information, and in particular if this information is Sensitive
Information, assess whether it is truly is necessary for GXS to have
this information, and also consult company legal counsel.  
    
    If you have access to Personal Information, use that information
only for authorized business purposes.  
    
    Keep secure any business records of Personal Information, including
computer-based information. The GXS Systems Integrity team can provide
guidance on appropriate computer security practices.  
    
    If you learn of any disclosures of Personal Information in
violation of this policy, notify your manager or company legal counsel. Additional responsibilities of leaders under this policy:  
    
    Consult with company legal counsel on the adequacy of the companys
privacy and data protection practices.  
    
    Consult with company legal counsel before establishing or updating
any system, process, or procedure to collect, use, disclose, or
transmit Personal Information.  
    
    Establish a process to periodically monitor, audit, or review
privacy and data protection practices to ensure continuing compliance
with the law, this policy, and any privacy notices provided to
individuals.  
    
    Implement procedures, including appropriate employee disciplinary
actions, in the event of misuse or inappropriate disclosure of Personal
Information. Penalties for violations: Employees who violate the spirit and letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you and/or the company
to criminal penalties (fines or




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jail sentences) and/or civil sanctions (damage awards or fines). Related policies and procedures: This policy may relate to other GXS policies and procedures, among them: Controllership
Fair Employment Practices
Complying with Competition Laws European-Specific Policy GXS has also developed a supplementary privacy policy designed to address the
specific regulatory issues in Europe, and regarding the handling of Personal
Information as it pertains to GXS personnel working with European based
prospects, customers and suppliers. This European supplementary policy addresses specific issues regarding: (i)
obtaining and using Personal Information for direct marketing purposes; (ii)
transferring Personal Information outside the European Union/European
Economic Area, including to servers operated by GXS entities in the USA; (iii)
using third party supplied lists containing Personal Information; (iv)
conducting marketing campaigns using Personal Information, as well as other
potential uses of Personal Information in relation to European based customers,
prospects and suppliers. While this European specific policy will affect the GXS business as a whole, it
will have particular impact on the ramping, tele-commerce and marketing
organizations. For further details on this policy, contact company legal
counsel. QUESTIONS AND ANSWERS Scope of information protected Q: Since virtually all of the customers I deal with are corporate entities, as
opposed to individuals, does this policy really apply to me? A: Yes. Some jurisdictions require Personal Information to be protected
regardless of whether the person providing it does so as an individual or as a
representative of a corporate entity. Information about corporate entities may
also be protected. Moreover, to the extent our data collection systems collect
information from individuals, their information must be adequately protected.
In some instances it may not be apparent whether an individual who submits
Personal Information does so as an individual, or as a representative of a
business. In those situations, care must be taken to ensure that any Personal
Information is adequately protected. You should consult with company




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legal counsel if you are unsure. Online and offline collection of information Q: Does this policy apply to both the online and offline collection and use of
Personal Information? A: Yes. Although the specific ways in which this policy is implemented will
vary depending on the context in which the information is collected or used,
the fundamental policy requirements apply regardless of the medium through
which the information is collected or used. Out-of-date or inaccurate privacy systems Q: GXSs website has a link to a privacy policy that doesnt seem to reflect
what we actually do with the Personal Information that is collected. What
should I do? A: You should notify your manager, the relevant information technology
personnel, and company legal counsel to ensure that the policy and/or the
data-handling systems are revised so that they are consistent. Cookies Q: What are cookies, and how does this policy affect their use? A: A cookie is a small data file that is stored on a users computer and
allows a Website to recognize that computer on any return visits. Because the
use of cookies may result in the collection and use of Personal Information, to
the extent that GXS uses them, this should be disclosed in its Website privacy
policy. Opting-in versus opting-out Q: Where we are required to give an individual choice about how his or her
information will be shared or used, can we permit the individual to opt-out
(i.e., require the individual to act affirmatively to disallow the sharing), or
must we permit the individual to opt-in (i.e., require the individual to act
affirmatively to allow the sharing)? A: It depends. In some jurisdictions, and for certain types of information, an
individual must affirmatively opt-in before the information may be used in a
particular way. In other circumstances, providing an opt-out choice is
sufficient. Consult with company legal counsel if you are unsure. Releasing information Q: I got a call from a suppliers marketing manager who wants to use our
customer list to do a targeted mailing. Should I allow her to see that kind of
information?




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A: Requests for the release of Personal Information need to be reviewed on a
case-by-case basis to ensure that the requested use is consistent with our
privacy procedures. Key issues will generally include (a) who is seeking the
information; (b) what notices were given about the collection and use of the
information; and (c) whether and to what extent individuals chose not to allow
the sharing of the information with such parties. For example, some of the
information may relate to individuals who have elected not to have their
information shared with third-party organizations for marketing purposes.
Discuss the situation with your manager and/or company legal counsel. If the
information is to be transferred to an unaffiliated third-party, pay special
attention to whether the third-party has made appropriate contractual
commitments regarding security safeguards and restrictions on its use of the
information. Transfers between countries Q: My manager asked me to e-mail a list of individual prospects and their
addresses and telephone numbers to our a GXS office in another country. What
should I do? A: Transfers of Personal Information outside of one jurisdiction may violate
that jurisdictions data protection laws. Because different jurisdictions have
different definitions for what constitutes a transfer of Personal Information
between different countries, and what must be done for such transfers to be
permitted, you should consult with company legal counsel. For example, in some
jurisdictions, merely allowing someone from another country to have electronic
access to the information may be a transfer of the information to that
country. Consent may also be required in some jurisdictions for transfers of
certain information to other countries. Lack of enforcement Q: What if the government does not enforce privacy laws? Do I still have to
comply? A: Yes. GXS is committed to being in full compliance with the law, even in
countries where enforcement of the law is weak. We do this for four reasons:     Employee privacy Q: Does this policy cover the protection of employee privacy? A: This policy may cover employees to the extent they give Personal Information
about themselves to the company, but in general, employee privacy issues are
covered by the Fair Employment Practices policy.




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Supplier RelationshipsIssued: January 2003 GXS bases its relationships with suppliers on lawful, efficient and fair
practices. We also expect our suppliers to adhere to applicable legal
requirements in their business relationships, including those with their
employees, their local communities, and GXS. The quality of our supplier
relationships often has a direct bearing on the quality of our customer
relationships. Likewise, the quality of our suppliers products and services
affects the quality of our own products and services. Contents
Requirements
Employee responsibilities
Additional responsibilities of leaders
Penalties for violations
Related policies
Resources Requirements:  
    
    Follow applicable laws and government regulations covering supplier
relationships.  
    
    Provide a competitive opportunity for suppliers to earn a share of
GXSs purchasing volume, including small businesses and businesses
owned by the disadvantaged, minorities and women.  
    
    Enlist supplier support in ensuring that GXS consistently meets and
exceeds customer expectations of quality, cost and delivery.  
    
    Do business only with suppliers who comply with applicable legal
requirements as well as any additional GXS standards that may apply.
Unacceptable practices include: 
    Employing workers younger than the required minimum age
    Using forced, prison or indentured labor, or workers
subject to any form of compulsion or coercion
    Lack of commitment to observing applicable
environmental laws and regulations
    Failure to provide workers a workplace that meets
applicable health and safety standards
    Failure to maintain and enforce policies requiring
adherence to lawful business practices
    Failure to respect the intellectual property rights of others




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
    Use of sub-suppliers to evade legal requirements.
 Employee responsibilities under this Policy:  
    
    Evaluate all supplier offerings on the basis of: 
    Technical leadership
    Quality
    Reliability
    Service
    Price
  
    
    Source only from suppliers who comply with applicable legal requirements.  
    
    Respect licensing agreements and copyright laws, including those
covering computer software.  
    
    Maintain open, honest dialogue with suppliers, consistent with good
business practices.  
    
    Do not participate for personal gain in any suppliers contest,
game or promotion. Follow company guidelines concerning the acceptance
of gifts.  
    
    Safeguard any information that GXS holds as confidential, either on
its own or by agreement with a supplier. Additional responsibilities of leaders under this policy:  
    
    Where practical, provide competitive opportunities to all suppliers
 large and small; local, national and international; internal and
external.  
    
    Notify Sourcing of significant problems encountered with any
supplier so an assessment can be made of the company-wide impact of the
situation.  
    
    General Managers must establish and document a purchase
authorization and approval process for their business. It must
establish criteria for such major purchases as the business deems
appropriate, including limits based on broad classes or types of item.
Documentation must also include authority for financial control in
accordance with this and related company policies.  
    
    Officers and managers reporting to an officer have full
implementing authority for this policy.




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Penalties for violations:
Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). Related policies:
Complying with the Competition Laws
Conflicts of Interest
Following International Trade Controls
Improper Payments
Intellectual Property




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Working with GovernmentsIssued: January 2003 While it is unusual for GXS to conduct government business, when we do deal
with governments or government-owned enterprises  whether local, state,
provincial, or national government  we are committed to following the highest
ethical standards and complying with applicable laws and regulations. GXSs
Code of Conduct requires employees to be honest, fair and trustworthy. Our
standards require more than just obeying the letter of the law; they require
all employees to uphold the spirit of the law and adhere to the highest
standards of integrity, avoiding even the appearance of impropriety. GXS
employees must observe these standards in addressing the special requirements
often associated with government transactions and regulations. GXS employees
must comply with all laws and regulations applicable to government business,
and must be truthful and accurate when dealing with all government officials,
representatives or agencies that regulate the markets in which GXS does
business. Contents
Requirements
Employee responsibilities
Additional responsibilities of leaders
Penalties for violations
Related policies
Questions and answers Requirements:  
    
    Adhere to the highest standards of honesty and integrity, and abide
by all applicable laws and regulations.  
    
    Comply with all government regulations and procedures applicable to
GXS as either a prime contractor or subcontractor.  
    
    Before engaging in business discussions with any local, state,
national or international government official, representative or
agency, become familiar with and understand fully the agency rules and
other non-commercial regulations applicable to such transactions, for
example: 
    Do not provide any gifts or entertainment to
officials or employees of any government  local, state,
provincial or national  of the United States and other
countries unless you have determined with certainty that you are
permitted to do so by applicable law and regulations




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
    Respect conflict-of-interest laws and regulations
regarding the recruitment, hiring or activities of present or
former government employees.
  
    
    Assure that all communications, including reports, certifications,
representations, statements, proposals and claims made to government
agencies are truthful, complete and accurate, and that there are
effective business processes for assuring the accuracy and completeness
of the information contained in such submissions.  
    
    Require all persons or firms representing GXS in connection with
government-related business  such as consultants, agents, sales
representatives, distributors and independent contractors  to agree to
do so in a manner that is consistent with this policy. Employee responsibilities under this policy: Comply with applicable laws, and regulations, and procedures in all
transactions and other contacts with government agencies. Among the areas
demanding your scrupulous attention are: Interactions with government officials  
    
    Whenever you provide information to a government official  whether
orally or in writing be truthful, complete, and accurate. Contract proposal and negotiation  
    
    If you are dealing with the U.S. government, adhere to the
requirements of the Procurement Integrity Law and other laws and
regulations pertaining to the procurement. For example, do not accept
data related to the governments competitive selection of sources or a
competitors bid or proposal information unless the contracting officer
or head of the agency has specifically and lawfully authorized release
of such information.  
    
    In negotiating certain government contracts, including certain U.S.
government contracts, the government may require the submission and
certification of detailed cost and pricing data for the purpose of
evaluating the reasonableness of the prices. When the government
requires the submission of such data:  
    
    Maintain the most current, accurate and complete
records of all cost or pricing data, and disclose all data when
required by law.




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When in doubt, disclose.  
    
    Describe in writing to the contracting officer or
other authorized government official all changes or errors in
cost or pricing data, prior to the certification of that data. Performance under contracts with the government  
    
    Meet all contract requirements for design, manufacture, materials,
testing and any other applicable specifications.  
    
    Do not deviate from government contract requirements without
written approval of the authorized government contracting official.
Likewise, do not make unauthorized substitutions, including use of
imported materials where domestic materials are specified in the
contract.  
    
    Purchase materials and services for government contracts only
through your approved sourcing operation.  
    
    Comply with applicable domestic preference laws and regulations
when sourcing products or services from other countries.  
    
    Accurately record costs to the proper accounts or contracts.
Charging errors may result from many activities, including improperly
filled-out time cards or vouchers, charges to insupportable or
unallowable overhead cost pools, incorrectly classified costs, or
misallocation of costs between contracts.  
    
    Comply with executive orders, laws and regulations applicable to
government contractors with regard to equal employment opportunity,
affirmative action, and other such contractual requirements. Security  
    
    Follow security regulations of the U.S. government and all other
governments having jurisdiction over GXS operations in a particular
country. Those regulations typically cover plant and office security,
the proper handling of classified material, travel, personal contacts
and other activities of GXS employees both on and off the job. Additional responsibilities of leaders under this policy:




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If and when GXS is performing under a government contract:  
    
    Ensure that there are effective processes for identifying and
communicating all contract requirements, and ensure that those
organizations have adequate processes in place to comply with those
requirements.  
    
    Provide employees with correct charge numbers, and clear and
accurate information about charging time and other costs to the proper
account and contract.  
    
    Cooperate with other GXS managers and government representatives in
fulfilling contract requirements. Penalties for violations: Employees who violate the spirit or letter of GXSs policies are subject to
disciplinary action up to and including termination of employment. Violation of
this policy can also mean breaking the law, subjecting you or the company to
criminal penalties (fines or jail sentences) or civil sanctions (damage awards
or fines). The company could also lose its government contracting and export
privileges. Related policies:
Complying with the Competition Laws
Fair Employment Practices
International Trade Controls
Improper Payments
Supplier Relationships QUESTIONS AND ANSWERS: Commercial-type government business Q: Since our dealings with governments are almost always on a commercial basis,
do we still need to comply with this policy? A: Yes. Although selling commercial items to the U.S. government may reduce the
scope of certain compliance risks covered by this policy, many other provisions
of this policy still apply. For example, the obligation still exists to assure
that adequate processes are in place to flow down contract specifications and
to comply with competition laws, procurement integrity, and other requirements.
Likewise, the standards of truthfulness, accuracy and




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responsibility contained in this policy should guide your conduct in dealing
with all governments, regardless of contract type. Check with company legal
counsel regarding any particular requirements applicable to our contracts or
interactions with government entities. Substituting products Q: If a government contract contains outdated or outmoded requirements, doesnt
it make sense for us to omit such requirements, since we know they are
unnecessary or inefficient? A: No. Before omitting or violating the letter of any contract requirements,
you must obtain written authorization from the appropriate government
contracting official. Defective pricing Q: In estimating labor costs on a major proposal for the U.S. government, we
would like to use a new automated estimating technique instead of actual labor
cost data from prior contracts. Would we be obligated to disclose actual cost
data to the government? A: Yes. The Truth in Negotiations Act requires the disclosure of all data that
prudent buyers and sellers would reasonably expect to affect price
negotiations. Thus, you should disclose to the government the use of the new
estimating technique and the existence of the actual data, even if you did not
use it in your estimate, if a prudent negotiator might find the data useful in
negotiations. When in doubt, disclose. Procurement integrity Q: A U.S. government engineer I met on a prior job has offered to brief me on
the specific criteria the government will use to evaluate proposals on an
upcoming procurement. He says he wants to make sure we get a fair shot at the
contract. Can I accept his offer? A: Not without finding out if he has been expressly authorized by the
contracting officer to give you this briefing. If the engineer tells you that
he has been authorized by the contracting officer to brief you, make a written
record of the conversation. Inaccurate certification




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Q: Were working on a government contract and want to maximize our cash flow.
Our contract permits us to bill the government for payments made to suppliers.
We just took delivery of supplies worth about US$50,000 from a vendor.
Unfortunately, Accounts Payable says they will not get checks issued to the
suppliers until ten days after our billing is to be provided to the government.
May I include the US$50,000 in our billings? After all, by the time the
government pays us, we will have paid the vendor. A: No. You must comply literally with all government requirements. Close is not
good enough. The certification on the bill to the government must be completely
accurate at the time you sign it. Accordingly, you cannot bill the government
until you actually pay your vendor, unless authorized by law to do so.