**EXHIBIT 14.1**

 

**GLOBALSCAPE, INC.********CODE OF BUSINESS CONDUCT & ETHICS********FOR MEMBERS OF THE BOARD OF DIRECTORS********AND EXECUTIVE OFFICERS**

 

**Responsibilities of Directors and Executive Officers**

 

                The Board of Directors of GlobalSCAPE, Inc. hasadopted this Code of Business Conduct & Ethics for the members of theBoard of Directors and the Executive Officers (as defined under the regulationsof the Securities and Exchange Commission), of the Company.

 

                Each Director and Executive Officer shall beresponsible for complying with this Code. Executive Officers of the Companymust comply with the GlobalSCAPE Policy on Business Conduct also.

 

                If any Director or Executive Officer believes that aprohibited act under this Code has occurred, then he or she shall promptlyreport such belief to the Chairman of the Board and the Presiding Director andGeneral Counsel. While this is the preferred reporting procedure, any Directoror Executive Officer should feel free to report any such alleged prohibited acthereunder to the Chairman of the Audit Committee or the Chairman of theNominating and Governance Committee.

 

                The Board (or, at the discretion of the independentmembers of the Board, the Nominating and Governance Committee) will review andinvestigate any such reported prohibited act, without the participation of anyDirector who may be the subject of such report. If the Board determines thatany such act represents a violation under this Code, then appropriate remedialor disciplinary action will be taken. The Company will disclose any suchviolation and the remedial or disciplinary action taken, to the extent requiredby the Federal securities or other applicable laws. If the Board determinesthat any such act represents a violation under this Code, but does not believethat any remedial or disciplinary action is necessary or desirable (or if theBoard agrees to waive compliance with a provision of the Code on behalf of anyDirector or Executive Officer), then the Company shall promptly disclose theviolation or waiver and the Board’s rationale for its decision. Furthermore,the Company shall also disclose if the Board fails to investigate or takeaction within a reasonable period of time after learning of any such allegedprohibited act under this Code.

 

                All Directors and Executive Officers are expected toprovide full assistance and disclosure to the Board, the Company and itsinternal and external auditors in connection with any review of compliance withthis Code.

 

**1. Conflicts of Interest**

 

                Every Director and Executive Officer has a duty toavoid business, financial or other direct or indirect interests orrelationships which conflict with the interests of the Company or which dividehis or her loyalty to the Company. A conflict or the appearance of a conflictof interest may arise in many ways. Each Director and Executive Officer mustdeal at arm’s length with the Company and should disclose to the Chairman, ViceChairman or Presiding Director any conflict or any appearance of a conflict ofinterest on his or her part. Any activity which even appears to present such aconflict must be avoided or terminated unless, after such disclosure to theBoard, it is determined that the activity is not harmful to the Company orotherwise improper. The end result of the process of disclosure, discussion andconsultation may well be approval of certain relationships or transactions onthe ground that, despite appearances, they are not 

 

----

 

harmful to the Company.But all conflicts and appearances of conflicts of interest are prohibited, evenif they do not harm the Company, unless they have gone through this process.

 

**2. Conduct of Business and Fair Dealing**

 

                No Director or Executive Officer shall:

 

                         ·      competewith the Company by providing service to a competitor as an employee, officeror director or in a similar capacity;

 

                         ·      profit,or assist others to profit, from confidential information or businessopportunities that are available because of service to the Company;

 

                         ·      improperlyinfluence or attempt to influence any business transaction between the Companyand another entity in which a Director or Executive Officer has a direct orindirect financial interest or acts as an employee, officer or director or in asimilar capacity; or

 

                         ·      takeunfair advantage of any customer, supplier, competitor or other person throughmanipulation, concealment, misrepresentation of material facts or otherunfair-dealing practice.

 

**3. Gifts**

 

                No Director or Executive Officer shall solicit oraccept gifts, payments, loans, services or any form of compensation fromsuppliers, customers, competitors or others seeking to do business with theCompany. Social amenities customarily associated with legitimate businessrelationships are permissible. These include the usual forms of entertainmentsuch as lunches or dinners as well as occasional gifts of modest value. Whileit is difficult to define “customary,” “modest” or “usual” by stating aspecific dollar amount, common sense should dictate what would be consideredextravagant or excessive. If a disinterested third party would be likely toinfer that it affected the judgment of a Director or Executive Officer, then itis too much. All business dealings must be on arm’s-length terms and free ofany favorable treatment resulting from the personal interest of our Directorsand Executive Officers.

 

**4. Compliance with Laws and Regulations**

 

                Consistent with our business philosophy, it is thepolicy of GlobalSCAPE to comply with the laws of each country in which ourCompany does business. Each Director and Executive Officer shall comply withall applicable laws, rules and regulations, and shall use all reasonableefforts to oversee compliance by employees, other Directors and other ExecutiveOfficers with all applicable laws, rules and regulations.

 

**5. Use of Non-Public Information and Disclosure**

 

                A Director or Executive Officer who knows importantinformation about the Company that has not been disclosed to the public mustkeep such information confidential. It is a violation of United States law topurchase or sell GlobalSCAPE stock on the basis of such important non-publicinformation. Directors and Executive Officers may not do so and may not providesuch information to others for that or any other purpose.

 

                Directors and Executive Officers also may not buy orsell securities of any other company using important non-public informationobtained in the performance of their duties on behalf of the Company and maynot provide any such information so obtained to others.

 

                Directors and Executive Officers shall maintain theconfidentiality of any non-public information learned in the performance oftheir duties on behalf of the Company, except when disclosure is authorized orlegally mandated.

 

----

 

**6. Use of Company Funds, Assets and Information**

 

                Each Director and Executive Officer shall protect theCompany’s funds, assets and information and shall not use the Company funds,assets or information to pursue personal opportunities or gain.

 

                No Company funds, assets or information shall be usedfor any unlawful purpose.

 

                No undisclosed or unrecorded fund or asset shall beestablished for any purpose.

 

                No false or artificial entries shall be made in thebooks and records of the Company for any reason, and no Director or ExecutiveOfficer shall engage in any arrangement that results in such prohibited act.

 

## ****

## ** **