CiDrep Code of Conduct & Integrity | Business Activities Compliance

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CiDrep Code of Conduct & Integrity

Introduction

This Code of Conduct defines the minimum standards of business conduct and business practices with which CiDrep expect you to comply in regards to all business relationship with CiDrep Informatics Corporation (“CiDrep”) including without limitation marketing, re-marketing (or “reselling”) or all involvement in any opportunity which results in the sale of products or services provided by CiDrep. If applicable laws and regulations are more permissive than this Code of Conduct, you are expected to comply with this Code of Conduct. If applicable laws and regulations are more restrictive, you must always comply with those legal requirements.

By establishing this Code of Conduct and making it part of your relationship with CiDrep, we are acknowledging your critical role in defining and protecting our most valuable collective asset—the trust that our clients, investors, colleagues, and communities place in CiDrep and our business associates. You must ensure that this Code of Conduct and any changes to this Code of Conduct (and other relevant information and related on-going education) are provided to your employees and contractors who work with CiDrep personnel or contractors who are involved in your Activities and that your employees and contractors are aware of the obligations that apply under this Code of Conduct. Similarly, CiDrep expects you to have your own conduct guidelines with your employees and contractors who work with CiDrep personnel or who are involved in Activities.

The industry and markets which we serve continue to undergo significant changes. As a result, these changes make the ways in which we do business more complex and constantly present new regulatory, ethical, and legal challenges. You must demonstrate the highest ethical principles in all your Activities and avoid engaging in any activity that involves even the appearance of impropriety.

This Code of Conduct is not legal advice or legal guidance. You should consult with a licensed attorney for questions regarding the legal requirements that apply to your Activities. CiDrep may change this Code of Conduct at any time by posting a revised code of Conduct on CiDrep′s Internet website at CiDrep Code of Conduct Page (INTEGRITY.CiDrep.COM) or by providing you with notice as otherwise provided in a written agreement between you and CiDrep. You should monitor the website regularly for changes to this Code of Conduct.


Financial Integrity and Accounting

Accurate and reliable financial and business records are of critical importance for all enterprises. You must not engage in any actions that could result in conveying false or inaccurate financial information to CiDrep or our clients. You must ensure that all submissions you make to CiDrep (for example, orders, sales reporting, special bid requests, rebates, and reimbursement requests) are complete and accurate.


Dealing with Government Clients

You must be aware of and comply with all laws, rules, regulations, including procurement regulations, and contract clauses that govern the acquisition of goods and services by government entities to which you directly or indirectly market or recommend products and/or services provided by CiDrep, including federal, state, local, and other government-owned entities, as well as entities that are government-owned or controlled or subject to government procurement rules (“Government Clients”).

Bear in mind that those activities that may be appropriate when dealing with nongovernmental customers may be improper and even illegal when dealing with Government Clients. Certain prohibitions, limitations or requirements relating to the payment and/or receipt of fees and other benefits may apply when you directly or indirectly market to Government Clients the products and/or services provided by CiDrep. Such provisions can arise from a variety of sources, including statutes, regulations, and government contracts or subcontracts under which you resell products and/or provide services provided by CiDrep related to the same project. You are not eligible for the payment of fees or other compensation in connection with marketing to Government Clients the products and/or services provided by CiDrep if you hold a contract with a Government Client under which you advise on the selection of products and/or services.

In all other government transactions, as well as commercial transactions, you must ensure before requesting fees or other compensation that such payment is permitted by all applicable laws, rules, regulations, and client contracts and policies, as well as authorized by your applicable agreement with CiDrep.

Further, if either by law or under the terms of an agreement with your client you are required to disclose the potential fee or other compensation, or if your client is a government-owned entity, you must notify your client, in writing, that you may receive a fee or other compensation from CiDrep for the subject transaction and, for a government-owned entity, the notice must also describe your role in marketing the products or services provided by CiDrep. Some Government Clients may require you to formally register with them prior to engaging in any marketing activities. If you violate any of these requirements or other applicable law, CiDrep is not liable to pay you any compensation for the subject transaction, and if any compensation has already been made, you must repay it promptly and CiDrep may terminate your agreement. Because applicability of legal restrictions may depend on the provisions of our contracts and subcontracts, and other circumstances of a transaction that may be known only by you, it is your responsibility to determine in each instance whether a potential fee or benefit is permitted, and whether such registration and/or disclosure is required.


No Wrongful Payments

At all times, you are required to comply with all applicable local and foreign anti-bribery laws, such as the United States Foreign Corrupt Practices Act which governs the conduct of CiDrep’s business and other similar local laws and regulations. Acceptable practices in the commercial business environment may be entirely unacceptable with government officials, and may even violate certain applicable laws and regulations in some countries. When you are dealing with government officials or those who act on the government′s behalf, you should be aware of these restrictions. You must not, directly or indirectly, make or offer bribes, kickbacks, or other payments of money or other things of value, including business amenities, to anyone, including officials, employees, or representatives of any government, political parties, candidates for office, or public or international organization, or to any other third party, for the purpose of wrongfully obtaining or retaining business related in any way to products or services provided by CiDrep.

This includes giving money or business amenities to any third party where there is reason to believe that it will be passed on to anyone involved in the business decision process for the purpose of influencing the decision. Even where allowed by applicable laws and regulations, any travel-related expenses and business amenities provided to government-owned entities must be reasonable, tied to product demonstration and not provided for the purpose of wrongfully obtaining or retaining business related to products or services provided by CiDrep.

You must ensure that all business amenities which you provide to private, commercial or government-owned clients and others comply with all applicable laws and regulations, are in the ordinary and proper course of business, and cannot reasonably be construed as bribes or other improper inducements. Further, CiDrep′s policies limit the business amenities which a CiDrep employee may accept. Any business amenities which you may provide to a CiDrep employee must be appropriate for our business relationship and must not be given with the intent to receive favoritism from CiDrep or to similarly influence or compromise CiDrep′s decision-making regarding our business relationship and must not have the appearance of impropriety.

When dealing with others, including other CiDrep business associates, you must exercise reasonable due diligence to ensure that you are aware of any potential warning signals that may indicate potential issues and that they abide by the terms of this Code of Conduct. You agree to advise CiDrep of any potential violations or concerns.


Anti-Trust and Competition Laws

You must fully comply with all applicable antitrust and competition laws and regulations. While these laws vary somewhat among jurisdictions, CiDrep′s policies require, at a minimum, if you are doing business with CiDrep to sell products and services provided by CiDrep, that you do so as part of your independent business model and on terms and pricing that you set unilaterally. Furthermore, it is not permissible for you and any business partners to do or attempt to do any of the following: 1) fix or control prices for CiDrep offerings; 2) join together to boycott suppliers or customers; 3) divide or allocate markets or customers; or 4) coordinate competing bids.


Competing Fairly

CiDrep expects you and our employees to compete fairly and ethically for all business opportunities. Our employees involved in the sale of products and services provided by CiDrep must ensure that all statements, communications, and representations to clients are accurate, complete, and truthful. Similarly, you must not make or attempt to make any unauthorized commitments on behalf of CiDrep or clients, nor inappropriately implicate or involve CiDrep in your disputes with clients or others. Similarly, you should not defame or disparage CiDrep, other CiDrep business partners, associates, competitors or clients alike.


Compliance with Securities and Insider Trading Laws

You must comply fully with applicable insider trading and securities laws governing transactions with CiDrep and our mutual clients securities. Securities include common stocks, bonds, options, futures, and other financial instruments. If you possess or have access to material, non-public information gained through your work with our clients; you must use that information solely for the purpose for which it was provided to you. You may not use it to trade in securities. These restrictions also apply to family members, friends, and associates.


Intellectual Property

You are responsible for protecting both CiDrep′s and our client′s intellectual property rights. An important element of such protection is maintaining the confidentiality of CiDrep′s and our client′s confidential information and other proprietary information. You must not reproduce copyrighted software, documentation, or other materials unless you are properly authorized to do so. You must observe applicable data privacy requirements. When CiDrep market directly to an end user, we ensure the appropriate license and product terms are provided to the end user in a format sufficient to create an enforceable agreement under applicable law (for example, certain countries require contracting in hard copy format) before the sale to the end user is finalized.


Respect and Dignity

We provide our employees with a work environment free of coercion, discrimination, and harassment.


Social Media

CiDrep comply with applicable laws and government guidelines governing social media. Further, when using social media (for example, any form of online publishing and discussion, including blogs, wikis, file-sharing, user-generated video and audio, and social network), you must comply with this Code of Conduct and you must not disclose CiDrep′s confidential information, except as provided under the CiDrep Agreement for Exchange of Confidential Information (or an equivalent agreement regarding the exchange of confidential information) between you, all partners and CiDrep.


Marketing to Other Remarketers

We require all remarketers who do not have a contract with CiDrep under which they are approved to market products or services provided by CiDrep (for example, industry solution resellers (ISRs) to comply with this Code of Conduct and to regularly monitor the CiDrep Internet website provided above for changes to this Code of Conduct. We also require such remarketers to provide appropriate license and product terms to the end user in a format sufficient to create an enforceable agreement under applicable law before the sale to the end user is finalized.


Acquiring Products from Unauthorized Sources

Acquiring products from unauthorized sources undermines CiDrep Business Policies, this Code of Conduct and our commitment to serve our customers at the highest levels of quality and business value. Acquiring CiDrep products from unauthorized sources also represents a significant risk to CiDrep and our potential end user customers because you have no assurance that these products are free of defects or alterations (or both) or if the product is counterfeit, which may affect subsequent warranty claims and customer satisfaction.


Monitoring / Record Keeping

You must maintain documentation reasonably necessary to demonstrate your compliance with this Code of Conduct and provide CiDrep or its independent auditor with access to such documentation upon CiDrep′s reasonable request.


Compliance

Any violation of this Code of Conduct by persons working for or on behalf of your firm will constitute the basis for the immediate termination of your business relationship(s) with CiDrep, including all related contracts.


Reporting Violations

If you become aware of any unlawful or unethical situation involving or related to the sale of products or services CiDrep provides, you must immediately notify CiDrep at INFO@CiDrep.COM and communicate any information that you have regarding the incident or situation. Information that you provide to CiDrep must be accurate to the best of your knowledge, and CiDrep expects you to assist CiDrep with any investigations of an incident or situation that you report to CiDrep. Reporting false information to CiDrep may result in CiDrep′s termination of your business relationship(s) with CiDrep, including all related contracts.


Summary: The CiDrep Code of Conduct

Improper payments:

Remember: CiDrep do not permit or engage in bribery or corruption of any kind.

Supplier Relationships:

Remember: CiDrep work only with suppliers that uphold CiDrep’s values and high integrity standards.

International Trade Compliance:

Remember: CiDrep will always need to know what you are exporting, its destination, the end user, and the end use. Be sure to provide Customs with complete and accurate import documentations.

Anti-Money Laundering:

Remember: CiDrep will always attempt to know every customer details and be alert to possible illegal activity.

Working With Governments:

Remember: CiDrep will never take shortcuts when dealing with government – be transparent, always comply.

Competition Rule:

Remember: CiDrep do not enter into any agreement with competitors that deprives customers of the benefits of competition

Fair Employment Practices:

Remember: CiDrep treat all employees fairly and with respect

Environment, Health and Safety:

Remember: CiDrep follows EHS procedures and be alert to environmental and safety hazards in all workplace.

Secure CiDrep Operations:

Remember: CiDrep has no greater responsibility than to protect its people and operations

Intellectual Property (IP):

Remember: Every CiDrep employee, business partners and contractors has a responsibility to safeguard CiDrep’s intellectual property – it is the key to our competitive advantage.

Cyber Security and Privacy:

Remember: CiDrep respect privacy rights and protect against cyber risks to CiDrep Information, systems, networks and products.

Controllership

Remember: Be honest, complete and accurate in our accounting, communications and decision-making

Conflict of Interest:

Remember: Always make business decisions based on what is best for CiDrep, never was is best for you personally.

Confidentiality and Non-disclosures:

Remember: CiDrep employees are prohibited from using or disclosing material non-public information about CiDrep or other companies.

If you become aware of any unlawful or unethical situation involving or related to the sale of products or services CiDrep provides, you must immediately notify CiDrep at INFO@CiDrep.COM and communicate any information that you have regarding the incident or situation