**Zi
Group of Companies**
  **Corporate
Code of Conduct**
  
 **Introduction**
 
 Zi
Corporation (“Zi”) is committed to being a responsible corporate citizen. Zi,
its officers, directors, employees and consultants comply with all applicable
laws of the various countries where it does business and upholding the highest
standards of professionalism and ethical conduct. All employees, officers and
directors of Zi and its subsidiaries, including third party contractors, are
therefore required to conduct their day-to-day business affairs in the spirit
and manner of the Zi Code of Conduct and its associated corporate policies.
 
 **Reporting
Violations and Enforcement**
 
 We
encourage you to bring your questions, suggestions and complaints to our
attention. We will carefully consider each of these in our continuing effort to
improve operations as well as our Code of Conduct. Questions regarding
interpretation of the Zi Code of Conduct and the corresponding policies should
be directed to your immediate **** manager,
Chief Financial Officer or Vice President, General Counsel.
 
 If you
know of a potentially unlawful or unethical situation within the company, inform
the appropriate manager or the legal department immediately. Your employment
will not be adversely affected in any way for making such reports. Your
suggestions and comments on any subject are important and we encourage you to
take every opportunity to discuss them with us. Any violation of any Zi policy
can result in disciplinary action, up to and including dismissal [ *link
to* ***Disciplinary
Action*** *policy* ].
 
 **Conflicts
of Interest**
 
 Everyone
is responsible for conducting their business affairs in the best interests of Zi
by dealing with customers, suppliers, contractors, competitors, existing and
potential business partners, government officials and other Zi employees in a
manner that avoids real, perceived or potential conflicts or interest. If you
are found to be in a conflict of interest for any of the grounds outlined in the
Conflict of Interest policy, you may be subject to dismissal. Employees should
direct questions regarding conflicts of interest to the appropriate manager,
Chief Financial Officer or Vice President, General Counsel. *[link
to* ***Conflicts
of Interest*** *policy].*
 
 
 
 
 **Work
Environment**
 
 The
Corporation is committed to treating its employees with respect and dignity and
to providing a safe workplace free from discrimination or harassment. This
includes safeguarding the confidentiality of employee records, refraining from
unnecessary intrusion and not discriminating against or disciplining employees
for reporting a legitimate safety concern or an incident of harassment or
discrimination in the workplace.
 
 All Zi
employees, volunteers and visitors are entitled to be treated with dignity, free
from harassment based on the protected grounds of race, colour, national or
ethnic origin, sex, religion, age, marital or family status, sexual orientation,
disability, or any other ground prescribed by law that applies to Zi
[ *link
to* ***Respectful
Workplace*** *policy,
link to* ***Health
and Safety*** *policy
and link to* ***Legal
Compliance*** *policy].*
 
 **Ethical
Business Conduct**
 
 Zi is
engaged in a variety of business relationships with other companies,
individuals, organizations and levels of government in many countries. In all
interactions, Zi employees, officers and directors are required to act
ethically, honestly and with integrity and to comply with all laws, rules and
regulations governing their activities. In dealings with others, Zi employees,
officers and directors must avoid even the perception of that favorable
treatment is sought in exchange for furnishing or receiving business courtesies.
Business courtesies (gifts and entertainment) are designed to build
understanding and goodwill in business relationships and may play an important
role in some cultures; however, Zi personnel are always required to exercise
good judgment in extending business courtesies and never accept bribes, favors
or ‘kickbacks’ for the purpose of securing business transactions. All payments
must be necessary, lawful in the host county as well as Canada (see Legal
Compliance), and properly documented *[link
to* ***Doing Business in Foreign Countries and with Government Officials*** *and
link to* ***Conflicts
of Interest*** *policy* ***].***
 
 **Legal
Compliance and Competition**
 
 Zi obeys
the laws, rules and regulations in all countries where we do business. Zi
competes vigorously for business in an ethical manner but do so in a manner that
complies with relevant anti-trust laws *.* Zi never
improperly colludes or collaborates with competitors to divide markets, restrict
competition or fix prices or inappropriately try to gain market monopoly. We do
not slander competitors or their products, improperly gather competitive
information, attempt to influence suppliers illegally, or misrepresent our
product or services. Zi personnel shall not misappropriate the corporate or
trade secrets of other individuals or companies. *[link
to* ***Legal
Compliance*** *policy]*
 
 
 **Protecting
Company Assets**
 
 Proper
use of all Zi property, information resources (including internet, email, and
intranet) and communications systems is the responsibility of all employees. Our
physical assets are intended for conducting company business. All electronic and
telephonic communications products, intranet and internet servers or any other
systems owned, licensed or operated by Zi are considered Zi business records,
and therefore, Zi property and should be used in accordance with Zi corporate
policy.
 The
information, ideas, concepts and know how described, documented or contained in
Zi’s electronic communications systems and related databases are the
intellectual property of the corporation. The copying or use of Zi’s
intellectual property for personal use or benefit during or after employment
with Zi is prohibited. [ *link
to* ***Conflicts
of Interest*** *policy]*
 Proprietary
information including intellectual property, and company private or confidential
information is extremely valuable and must not be disclosed to anyone without
proper authorization *[link
to* ***Disclosure*** *policy, and* ***Legal
Compliance*** *policy* ].
 
 **Financial
controls & records**
 
 Zi
Corporation employees have a responsibility to maintain accurate and complete
records in order to ensure compliance with applicable governmental and
regulatory laws and rules. Employees also have a duty to protect the
corporation’s assets from fraud and theft and to maintain proper expense
statements and retain all receipts *[link
to* ***Travel
and Expense*** *policy].* Financial
transactions between Zi and outside individuals and organizations must be
promptly, fairly and accurately recorded in accordance with generally accepted
accounting practices and principles. Rationalizing, misrepresenting or
falsifying records will not be tolerated and will result in disciplinary action.
Financial records must be retained and must not be altered, manipulated or
destroyed unless in accordance with standard corporate practices and policies *[link
to* ***Document
Retention*** *policy]* . It is a
violation of law for any person to knowingly alter, destroy or make a false
entry in any record with the intent to obstruct a government investigation or
bankruptcy case. Employees may report any concerns regarding questionable
accounting and auditing matters confidentially and anonymously to the
appropriate manager, Chief Financial Officer or Vice President, General Counsel.
 
 **Insider
Trading**
 
 Every Zi
employee, director, officer, director and contract must comply with the laws and
regulations of the securities exchanges on which Zi shares are traded to ensure
that material, non-public information (‘inside information”) is disclosed in a
proper and timely manner [ *link
to*  ***Disclosure*** *policy]* . Only
those employees who have a “need to know” shall receive inside information
before it is released to the public. Zi insiders do not use material information
for personal profit and do not take advantage of inside information by trading,
or providing inside information to others to trade in Zi securities *[link
to* ***Insider
Trading and Reporting*** *policy].*
 
 
 **Conclusion:
Using Good Judgment and Common Sense**
 
 As this
code of conduct cannot cover every eventuality, the onus is on employees,
directors, and officers of Zi Corporation and its subsidiaries to used good
judgment and common sense in all business transactions and activities. Living up
to the letter and spirit of the Zi Code of conduct is not always easy or clear.
If you are unsure about how to interpret or apply this code of conduct you
should seek the advice of your immediate manager, the Chief Financial Officer or
Vice President, General Counsel.