**Exhibit14.1**

 

 

**Standards of Ethical Conduct**

 

 

 

**Standards of Ethical Conduct**

 

Employees of Mrs. Fields’ Original Cookies,Inc. (“MFOC”) have an obligation to the public, their profession, the Company,and themselves to maintain the highest standards of ethical conduct.  In recognition of this obligation, theManagement of MFOC has established the following Standards of Ethical Conduct (“Standards”)for its employees.

 

The Standards include provisions fromexisting Corporate Policies to provide an accessible reference for allemployees.

 

All policies and procedures in the Standardsapply to all employees and agents of MFOC, its subsidiaries, concepts, andaffiliates, whether operating inside or outside the United States (the “Company”).  References to “employees” in the Standardsinclude all of the above.

 

The policy of the Company is to prevent theoccurrence of illegal or unethical behavior, to halt any illegal or unethicalbehavior that may occur as soon as reasonably possible after its discovery, andto discipline those who violate the Standards. This includes individuals responsible for the failure to exercise propersupervision and oversight to detect and report violations by their subordinateemployees.  Discipline may, whenappropriate, include dismissal.

 

An employee who has a question regarding theapplicability or interpretation of the Standards should contact theirsupervisor, a human resources representative, or a Corporate Compliance Officer(General Counsel and CFO).

 

Please read the Standards carefully, becauseadherence to them, both domestically and internationally, is integral toachieving the Company’s objectives and goals.

 

**Conflict of Interest**

 

Each employee must avoid any investment,interest, or association that interferes or might interfere with theindependent exercise of his or her own individual best judgment, and with suchemployee’s obligation to perform his or her responsibilities in the bestinterests of the Company.

 

Specifically:

 

•                  All employees shall dealwith all suppliers, customers and all other persons doing business with theCompany in a completely fair and 

 

1

----

 

objectivemanner without favor or preference based upon personal financialconsiderations.

•                  Employees shall not acceptfrom or give to any supplier, customer or competitor any gift or entertainmentexcept as permitted under the section “Gifts, Favors, Loans, Special Services,Payments and Entertainment”.

•                  No employee shall dobusiness with a close relative on behalf of the Company, unless the transactionis on arm-length terms and is disclosed, in writing, to the Management of theCompany who determines that the transaction is not inconsistent with corporatepolicies.

•                  No employee shall, directlyor indirectly, own any financial interest in or hold any employment ormanagerial position with any firm or corporation which is a competitor of, orwhich seeks to do business with the Company, if such interest may influence anydecision that such employee might make in the performance of his or her regularduties.

•                  All employees have theaffirmative duty to disclose to their immediate supervisor the existence of anypersonal material financial interest in or employment or managerial positionwith any firm or corporation which is a competitor of or which seeks to do ordoes business with the Company.

 

**Customers, Suppliers, andCompetitors**

 

MFOC is committedto the continuation of free enterprise. Therefore, we recognize the importance of laws, which prohibit restraintof trade, predatory economic activities and unfair or unethical businesspractices.  We will continue to complywith such laws wherever they exist.

 

In all of ourbusiness dealings with suppliers, customers and competitors, MFOC will:

 

•                  Compete vigorously and with integrity.

•                  Treat all customers and suppliers honestly, fairly and objectively.

•                  Not discuss pricing or any other matter affecting pricing withcompetitors.

•                  Avoid any unfair or deceptive practice and always present our servicesand products in an honest and forthright manner.

•                  Never criticize a competitor’s product without a good basis for suchstatements or act in a manner designed to exclude competitors from themarketplace.

 

2

----

 

•                  Makeclear to all suppliers that we expect them to compete fairly and vigorously forour business, and we will select our suppliers strictly on merit.

 

**Gifts, Favors, Loans, SpecialServices, Payments and Entertainment**

 

Our business decisions are made onmerit.  Therefore, no employee shall seekor accept, or offer or give any payments, fees, loans, services or gifts fromor to any person or firm as a condition or result of doing business with theCompany.

 

The Company’s policy is intended to permitgifts of reasonable value, normal business meals and entertainment, theexchange of customary reciprocal courtesies between employees of the Companyand their business associates, and similar customary and reasonableexpenditures to promote general business goodwill.

 

Normal business meals and entertainmentbetween the employees of the company and their business associates to promotegeneral good will is permissible if expenditures are correctly recorded on thebooks of the paying entity.

 

Reasonable expenditures for gifts to, and theentertainment of, business contacts by Company employees may be made if theexpenditures have been appropriately authorized and are correctly recorded onthe books of the paying entity.  However,entertainment or gifts shall not be of substantial monetary value nor exceedthat value customarily and openly provided by responsible competitors of theCompany in the area involved.

 

**Confidential Information**

 

The disclosure of Confidential Informationregarding Company business or scientific operations, whether intentional oraccidental, can adversely affect the financial stability of the Company and thejob security of its employees.

 

Because of the risk of harm to the Companyand its employees, no employee shall, without the written consent of theCompany, during the term of employment or thereafter, use, directly orindirectly, for the benefit of such employee or others, or disclose to others,any Confidential Information obtained during the course of employment.

 

 

3

----

 

 

“Confidential Information” means alldiscoveries, inventions, improvements and innovations, whether or notpatentable or copyrightable, methods, processes, techniques, shop practices,formulae, compounds, compositions, organisms, computer software, equipment,research data, clinical and pharmacological data, marketing and salesinformation, personnel data, customer lists, financial data, plans and allother know-how and trade secrets which are in the possession of the Company andwhich have not been published or disclosed to the general public.

 

Each employee shall promptly report to theappropriate immediate supervisor any attempt by outsiders to obtainConfidential Information or any authorized use or disclosure of ConfidentialInformation by other employees.

 

**Political and CommunityActivities and Contributions**

 

MFOC believes in contributing to society andencourages employees to participate in community activities.

 

We will continue to communicate informationand opinions on issues of public concern that may affect MFOC.  Decisions by our employees whether or not tocontribute time, money or resources of their own to any political or communityactivity are entirely personal and voluntary.

 

No Company funds or services shall be paid orfurnished to any political party or any candidate for or incumbent in anypublic office for political purposes except as expressly permitted pursuant tothe next paragraph of this provision.

 

It is unlawful for the Company to make acontribution or expenditure in connection with any United States federalelection, or in connection with any primary election or political conventionheld to select candidates for any federal office.  No contributions of the corporation’s fundsor resources to state or local officials or candidates shall be made withoutthe prior written approval of the CEO.

 

**Safety, Health and EnvironmentalProtection**

 

MFOC is committed to providing safe andhealthy work environments and to being an environmentally responsible corporatecitizen.  It is our policy to comply withall applicable environmental, safety and health laws and regulations.

 

We are dedicated to designing, constructing,maintaining and operating facilities that protect employees and physicalresources.  This includes providing and 

 

 

4

----

 

requiring the use of adequate protectiveequipment and measures and insisting that all work be done safely.  Employees are required to comply with allapplicable health and safety laws and regulations.

 

We believe that protecting the environment isan important part of good corporate citizenship.  We are committed to minimizing the impact ofour businesses on the environment with methods that are socially responsible, scientificallybased and economically sound.  Therefore,all employees of the Company, and all of its facilities and operations, shallcomply with all applicable environmental laws, rules and regulations, includingthose dealing with emissions to the atmosphere, discharges to surface orunderground works, drinking water supplies, solid and hazardous wastemanagement, releases of hazardous substances, community emergency responseplanning and toxic substances control.

 

**Implementation of Standards**

 

General Counsel and CFO are the CorporateCompliance Officers responsible for implementation of the Company’s Standardsof Ethical Conduct.

 

**Questions Regarding the Standards**

 

An employee who has a question regarding theapplicability or interpretation of the Standards or knows of a violation of theStandards should speak to Michael Ward (General Counsel) or Sandra Buffa (CFO)immediately.

 

Any manager or human resources representativereceiving such a report must immediately inform Michael Ward or Sandra Buffa.

 

**Investigations of Violations**

 

All reported violations of the Standards willbe promptly investigated by the Company and will be treated confidentially tothe extent consistent with the Company’s interests and its legalobligations.  The Corporate ComplianceOfficers will direct all investigations of wrongdoing for the Company.  Employees are expected to cooperate in theinvestigation of an alleged violation of the Standards.  If the result of the investigation indicatesthat corrective action is required, the Company will decide what steps itshould take, including, when appropriate, legal proceedings, to rectify theproblem and avoid the likelihood of its recurrence.

 

**Discipline for Violations**

 

5

----

 

 

Disciplinary action may be taken for thefollowing:

•                  Authorization orparticipation in actions that violate the Standards.

•                  Failure to report aviolation of the Standards.

•                  Refusal to cooperate in theinvestigation of a violation of the Standards.

•                  Failure by a violator’ssupervisor(s) to detect and report a violation of the Standards, if suchfailure reflects inadequate supervision or lack of oversight.

•                  Retaliation against anindividual for reporting a violation of the Standards.

Disciplinary action may, when appropriate,include dismissal.  With respect todisciplinary action, principles or fairness will apply including, whenappropriate, review of a disciplinary decision.

 

 

6

----