Exhibit 14.1





























CODE OF BUSINESS CONDUCT AND ETHICS





OF





CHINA NEW MEDIA CORP.














Adopted on September 24, 2010



































TABLE OF CONTENTS




PageI.
INTRODUCTION
1II.
COMPLIANCE IS EVERYONE’S BUSINESS
2III.
YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
3A. General Standards of Conduct
3B. Applicable Laws
3C. Conflicts of Interest
3D. Corporate Opportunities
5E. Protecting the Company’s Confidential Information
5F. Obligations Under Securities Laws-“Insider” Trading
6G. Public Company Reporting
7H. Prohibition against Short Selling of Company Stock
8I. Use of Company’s Assets
8J. Maintaining and Managing Records
10K. Records on Legal Hold
10L. Payment Practices
11M. Foreign Corrupt Practices Act
11IV.
RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS
12A. Customer Relationships
12B. Payments or Gifts from Others
12C. Publications of Others
12D. Handling the Confidential Information of Others
13E. Selecting Suppliers
14F. Government Relations
14






G. Lobbying
14H. Government Contracts
15I. Free and Fair Competition
15J. Industrial Espionage
15V.
WAIVERS
16VI.
DISCIPLINARY ACTIONS
16













I.  INTRODUCTION




This Code of Business Conduct and Ethics (this “Code”) helps ensure compliance with legal requirements and our standards of business conduct.  This Code is designed to deter wrongdoing and promote honest and ethical conduct, including conflicts of interest procedures, proper SEC disclosure, compliance with law, prompt internal reporting of violations of this Code, and accountability for such violations.  This Code applies to directors, officers and employees of China New Media Corp. (the “Company”).  Therefore, all Company directors, officers and employees are expected to read and understand this Code, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and ensure that all agents and contractors are aware of, understand and adhere to these standards.




Because the principles described in this Code are general in nature, you should also review all applicable Company policies and procedures for more specific instruction, and contact the human resources department or legal affairs department if you have any questions.




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




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












II.  COMPLIANCE IS EVERYONE’S BUSINESS




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




Part of your job and ethical responsibility is to help enforce this Code.  You should be alert to possible violations and report possible violations to superiors within your department.




You must cooperate in any internal or external investigations of possible violations.




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




Violations of law, this Code, or other Company policies or procedures should be reported to the human resources department or the legal affairs department.




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




In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the legal affairs department.











III.  YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS




A.  General Standards of Conduct




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




B.  Applicable Laws




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




C.  Conflicts of Interest




Each of us has a responsibility to the Company, our stockholders and each other.  Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur.  The Company is subject to scrutiny from many different individuals and organizations.  We should always strive to avoid even the appearance of impropriety.




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




Examples include:




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









(ii)           Outside Directorships.  It is a conflict of interest to serve as a director of any company that competes with the Company.  Although you may serve as a director of a Company supplier, customer, developer, or other business partner, you must first obtain approval from the Company’s Audit Committee.




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




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




The Company must report all such material related party transactions under applicable accounting rules, federal securities laws, listing rules, SEC rules and regulations, and securities market rules.  Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.




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




(v) Other Situations.Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations.  If a proposed transaction or situation raises any questions or doubts in your mind you should consult the legal affairs department.









Employees are required to disclose fully any benefit, interest or activity that is or may be in violation of this Code.  To the extent possible, such disclosure should be made before a potential conflict arises.  Whenever any question arises as to the application of this Code, an employee should immediately notify his or her immediate supervisor. The employee’s immediate supervisor shall report the matter to the legal affairs department, who will consult with the Audit Committee to determine the course of action, if any, to be taken. Any employee who knows or suspects another employee of any conflicts of interest, or other violations of this Code must inform his or her supervisor or the legal affairs department. All employees must fully cooperate with all investigations regarding suspected violations of this Code. Failure to report or to cooperate will be considered a violation of the Code and the employee will be subject to appropriate disciplinary action, up to and including termination.




D.  Corporate Opportunities




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




E.  Protecting the Company’s Confidential Information




The Company’s confidential information is a valuable asset.  The Company’s confidential information includes but is not limited to our database of customer contacts; names and lists of customers, suppliers and employees; product details, designs and other trade secrets, and financial information.  This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws.  All confidential information must be used for Company business purposes only.  Every director, officer, employee, agent and contractor must safeguard it.  If you are ever unsure of whether a piece of information is confidential or not, assume that it is until you have the opportunity to speak with supervisors regarding the matter.




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




This responsibility also includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company’s policy on Maintaining and Managing Records set forth in Section III.J of this Code.  This obligation extends to confidential information of third parties which the Company has rightfully received under non-disclosure agreements.  See the Company’s policy dealing with Handling the Confidential Information of Others set forth in Section IV.D of this Code.




(i) Disclosure of Company Confidential Information.To further the Company’s business, from time to time our confidential information may be disclosed to potential business partners.  However, such disclosure should never be done without carefully considering its potential benefits and risks.  If you determine in consultation with your manager and other appropriate Company management that disclosure of confidential information is necessary, you must then contact the legal affairs department to ensure that an appropriate written non-disclosure agreement is signed prior to the disclosure.  The Company has standard non-disclosure agreements suitable for most disclosures.  You must not sign a third party’s non-disclosure agreement or accept changes to the Company’s standard non-disclosure agreements without review and approval by the Company’s legal affairs department.  In addition, all Company materials that contain Company confidential information, including presentations, must be reviewed and approved by the Company’s legal affairs department prior to publication or use.









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




(ii)           Requests by Regulatory Authorities.The Company and its directors, officers, employees, agents and contractors must cooperate with appropriate government inquiries and investigations.  In this context, however, it is important to protect the legal rights of the Company with respect to its confidential information.  All government requests for information, documents or investigative interviews must be referred to the Company’s legal affairs department.  No financial information may be disclosed without the prior approval of the Audit Committee.




(iii)           Company Spokespeople.Specific policies have been established regarding who may communicate information to the press and the financial analyst community.  All inquiries or calls from the press and financial analysts should be referred to the Chief Executive Officer, the Chief Financial Officer or the Director of Financial Reporting.  The Company has designated its Chief Executive Officer, Chief Financial Officer and Director of Financial Reporting as its official Company spokespeople for marketing, technical and other such information.  These designees are the only persons who may communicate with the press on behalf of the Company, unless consent is otherwise granted by the board of directors.




F.  Obligations Under Securities Laws- “Insider” Trading




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




Insider trading is a crime, penalized by fines and imprisonment.  In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading.  Insider traders must also disgorge any profits made, and are often subjected to an injunction against future violations.  Finally, insider traders may be subjected to civil liability in private lawsuits.









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




Thus, it is important both to you and the Company that insider-trading violations not occur.  You should be aware that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant.  Insider trading rules are strictly enforced, even in instances when the financial transactions seem small.  You should contact the legal affairs department if you are unsure as to whether or not you are free to trade.




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




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




G.  Public Company Reporting




As a public company, it is critically important that the reports and documents filed with the SEC and other public communications be complete, accurate, timely and understandable in all material respects. Depending on their position, an officer, director or other employee may be called upon to provide necessary information to assure that our filings and other public communications meet these standards. We expect employees to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to our public disclosure requirements. In addition, our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions must follow the following guidelines to promote the foregoing:




1. Carefully review drafts of reports and documents that we are required to file with or submit to the SEC before they are filed or submitted, as well as our press releases or other public communications before they are released to the public.









2. Meet with members of senior management, division heads, accounting staff and others involved in the disclosure process to discuss their comments on the draft report, document, press release or public communication.




3. Establish and maintain disclosure controls and procedures that ensure that material information is included in each report, document, press release or public communication in a timely fashion.




4. Consult with the Audit Committee of the Board on a regular basis to determine whether they have identified any weaknesses or concerns with respect to internal controls.




5. When relevant, confirm that neither our internal auditors nor our independent auditors are aware of any material misstatements or omissions in the draft report or document, or have any concerns about management’s discussion and analysis section of a report.




6. Promptly bring to the attention of the Audit Committee of the Board matters that could compromise the integrity of our financial reports, or disagreements on accounting matters.




H.  Prohibition against Short Selling of Company Stock




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




I.  Use of Company’s Assets




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




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









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




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




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




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




(v) Software.All software used by directors, officers and employees to conduct Company business must be appropriately licensed.  Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose you and the Company to potential civil and criminal liability.  In addition, use of illegal or unauthorized copies of software may subject the director, officer and employee to disciplinary action, up to and including termination.




(vi) Electronic Usage.The purpose of this policy is to make certain that directors, officers and employees utilize electronic communication devices in a legal, ethical, and appropriate manner.  This policy addresses the Company’s responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the organization, including computers, e-mail, connections to the Internet, intranet and extranet and any other public or private networks, voice mail, video conferencing, facsimiles, and telephones.  Posting or discussing information concerning the Company’s products or business on the Internet without the prior written consent of the Company’s Chief Financial Officer is prohibited.  Any other form of electronic communication used by directors, officers or employees currently or in the future is also intended to be encompassed under this policy.  It is not possible to identify every standard and rule applicable to the use of electronic communications devices.  Directors, officers and employees are therefore encouraged to use sound judgment whenever using any feature of our communications systems.  You are expected to review, understand and follow such policies and procedures.









J.  Maintaining and Managing Records




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




K.  Records on Legal Hold




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




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




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









A legal hold remains effective until it is officially released in writing by the Company’s legal affairs department.




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




L.  Payment Practices




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




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




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




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




M.  Foreign Corrupt Practices Act




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




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









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




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




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




IV.  RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS




A.  Customer Relationships




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




B.  Payments or Gifts from Others




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




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




C.  Publications of Others




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









D.  Handling the Confidential Information of Others




The Company has many kinds of business relationships with many companies and individuals.  Sometimes, they will volunteer confidential information about their products or business plans to induce the Company to enter into a business relationship.  At other times, we may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party.  Whatever the situation, we must take special care to handle the confidential information of others responsibly.  We handle such confidential information in accordance with our agreements with such third parties.  See also the Company’s policy on Maintaining and Managing Records in Section III.J of this Code.




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




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




THE LEGAL AFFAIRS DEPARTMENT CAN PROVIDE NON-DISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY.




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




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











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




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




E.  Selecting Suppliers




The Company’s suppliers make significant contributions to our success.  To create an environment where our suppliers have an incentive to work with the Company, they must be confident that they will be treated lawfully and in an ethical manner.  Under no circumstances should any Company director, officer, employee, agent or contractor attempt to coerce suppliers in any way.  The confidential information of a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriate non-disclosure agreement has been signed.  A supplier’s performance should never be discussed with anyone outside the Company.  A supplier to the Company is generally free to sell its products or services to any other party, including competitors of the Company.  In some cases where the products or services have been designed, fabricated, or developed to our specifications the agreement between the parties may contain restrictions on sales.




F.  Government Relations




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




If you have any questions concerning government relations you should contact the Company’s legal affairs department.




G.  Lobbying




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









H.  Government Contracts




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




The Company’s legal affairs department must review and approve all contracts with any government entity.




I.  Free and Fair Competition




Employees, agents or contractors of the Company may not knowingly make false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers.  Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.




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




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




J.  Industrial Espionage




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











V.  WAIVERS




Any waiver of any provision of this Code for a member of the Company’s Board of Directors or an executive officer must be approved in writing by the Company’s Audit Committee and promptly disclosed.  Any waiver of any provision of this Code with respect any other employee, agent or contractor must be approved in writing by the Company’s legal affairs department.




VI.  DISCIPLINARY ACTIONS




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




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