Celigo, Inc. Code of Conduct

Effective August 2022

Conflict of Interest and Business Ethics 

Now more than ever, building a great company requires an unwavering commitment to the highest ethical standards. Each of us is accountable to do the right thing. Celigo strives to conduct business with the highest integrity and the highest ethical standards at all levels of the company. Our values help to ground us by guiding our day-to-day actions with customers, business partners and colleagues. The information contained herein sets forth the standards Celigo expects all personnel to meet while conducting our daily business. Celigo expects all personnel to deter wrongdoing and promote: 

● Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 

● Full, fair, accurate, timely, and understandable disclosure in reports and documents we file with regulatory agencies and in our other public communications; 

● Compliance with applicable laws, rules, and regulations; 

● The prompt internal reporting of violations of this code; and 

● Accountability for adherence to this code. 

The information contained herein will help guide employee conduct in the course of our business. Many of the principles described herein are, however, general in nature, and do not cover every situation that may arise. Employees must use common sense and good judgment when conducting business on behalf of Celigo. If any employee has questions about what is expected, they must seek guidance from the VP of HR (VP of HR) or the Chief Executive Officer (CEO). 

All persons who provide services on behalf of Celigo are expected to commit to the spirit, as well as the letter, of this Code of Conduct. As a team, we have worked very hard to build a successful and well-respected company. We will not tolerate unethical or inappropriate behavior. Similarly, it is important that employees are aware of, and never intentionally violate, relevant laws and regulations. Violating relevant laws, regulations, or this code, or encouraging others to do so, exposes Celigo to risk, including risk to its reputation, and may result in disciplinary action up to and including termination of their services. Employees should understand that violating 

laws or regulations may also result in legal proceedings and penalties including, in some circumstances, civil and criminal penalties against the employee personally, in addition to a risk of adverse consequences to Celigo. 

Employees must also be alert to changes in the law or new requirements that may affect their business unit, as well as new products or services that may be subject to special legal requirements. If an Employee has a question or concern about what is proper conduct, they should talk to their manager, the VP of HR or CEO. Employees may also report possible violations of this Code of Conduct or of other laws, rules or regulations, to the VP of HR or CEO. 

CONFLICTS OF INTEREST 

Celigo expects all personnel to use their best efforts and uncompromised performance to promote the business, policies, welfare and prosperity of Celigo, undiluted by personal interests or outside influences. Thus, each director, officer, employee and affiliate of Celigo has a duty to be free of relationships, activities or interests which conflict with Celigo’s interests or deprive Celigo of such person’s loyalty when dealing on its behalf. Employees must avoid situations which may create an actual or potential conflict between their personal interests and the interests of Celigo. Because it is not always clear when a situation becomes an actual conflict of interest, Celigo requires that employees disclose any potential conflicts of interest to the VP of HR or CEO. Items that must be reported include any situations or activities which might bring undue negative attention should that information become public. This disclosure is necessary in order for Celigo to independently review each outside relationship, activity and interest which creates a potential conflict or might conceivably give rise to criticism of Celigo or the individual if it were to be disclosed to the public. When possible, a potential conflict, or the appearance of such, will be independently reviewed and. if it is possible to do so, addressed in a manner that alleviates or resolves the potential conflict. 

While it is impossible to identify every situation which may give rise to a potential conflict, the examples which follow are illustrative of the type of conduct which must be disclosed: 

● Ownership by the employee or any member of their immediate family of a substantial financial interest in a concern which does or seeks to do business with the Company, or is a competitor of Celigo, except where such interest consists of ownership of less than 1% of a class of regularly traded securities of a publicly-owned corporation. 

● Outside employment by a concern which does or seeks to do business with Celigo, or in which the role sought by the employee will be a substantial role, such as that of a director, manager or consultant to such concern. 

● Employee’s acceptance, or acceptance by any member of their immediate family of gifts of more than nominal value, excessive entertainment, discounts or other benefits or gains (other than from established banking or financial institutions as a result of investment) from any outside concern which does business with, or is a competitor of, Celigo or serves as a director, manager or consultant to such concern. Nominal value is defined as any amount which, in the aggregate would be more than $100 per calendar year. 

● An Employee’s representation of Celigo in any transaction with a third party if the employee or any of their immediate family or business associates has an interest in such transaction or in the property or services involved, or in the third party (except where such interest consists of ownership of less than 1% of a class of regularly traded securities of a publicly-owned corporation). 

● An Employee’s competition with Celigo directly or indirectly in any purchase, sale or transaction including their private use of a Celigo business opportunity. 

● The trading in public securities in which Celigo has accumulated more than 5% ownership. 

● Acceptance of employment or payment for services from any other person or entity if such outside employment would interfere or conflict with the employee’s duties to and for Celigo or if such outside employment would interfere with the employee’s Celigo work schedule or involve the use of any Celigo facilities, equipment or resources. 

● An employee’s involvement in a “close personal relationship” with a competitor, customer or vendor, or someone in their chain of command. Close personal relationships include relatives (including relatives by marriage), or someone closely connected with the employee on a personal basis such as a dating or sexual relationship. Such close personal relationships between an employee and a competitor, customer, vendor or direct or indirect report may impair the employee’s ability to exercise their best judgment on behalf of Celigo or might give rise to claims of favoritism, harassment, discrimination or other unprofessional or inappropriate conduct. 

● Employees are required to raise a potential conflict to the Company for resolution when either the employee or Celigo might be subject to criticism should the situation become a matter of public knowledge in the most unfavorable light. When the potential conflict exists because the employee becomes involved in a romantic or sexual relationship with a competitor, customer, vendor, or employee in their reporting structure or area of responsibility, the employee must immediately disclose that fact to the VP of HR and/or the CEO. Following such notification, Celigo will take such remedial action as it deems appropriate under the circumstances to address the conflict. 

BUSINESS ETHICS 

Celigo conducts its business in accordance with high standards of ethics, morality and legality in all areas where business is carried out. Although Celigo strives to increase its revenues and profits, such increases are not sought at the expense of honesty and fair dealing. Compliance with the standards set forth in this Code of Conduct is necessary in order for Celigo to remain a responsible member of the various communities in which it does business and to assure the welfare of those dependent upon the continuation of Celigo’s good health—namely, its employees, customers and suppliers. 

The following presents Celigo’s expectations on specific topics concerning business ethics. 

GENERAL INTEGRITY 

Celigo values and seeks to preserve its reputation for integrity. Although it is recognized that customs and standards of conduct vary between the different localities in which Celigo operates, employees are not permitted to achieve results by violating laws or regulations or through unscrupulous dealings. Unscrupulous dealings include, but are not limited to, activity involving moral turpitude, such as lying, theft, bribery, blackmail, kickbacks or other dishonest, criminal or unethical conduct (as described more fully elsewhere in this Code of Conduct). 

COMPLIANCE WITH LAWS 

Celigo requires compliance with all laws and regulations applicable to it and its business in every jurisdiction where work is performed. In some instances, laws and regulations may be ambiguous and difficult to interpret; however, those responsible for the management of Celigo will seek professional guidance and legal advice as appropriate. For example, we comply with all laws regarding import and export controls, as well as all laws regarding payments to foreign officials under the Foreign Corrupt Practices Act. These laws can change quickly. If an employee is involved in the import/export of parts or services, or their area of responsibility or business unit is involved in an area where these or other government regulations apply, the employee must seek guidance from their manager and the VP of HR on how to comply with the laws and how to train their business unit in compliance issues. Each employee’s business unit is required to stay up to date on a quarterly or more frequent basis. If any employee has any concerns, or is responsible for their business unit’s training and compliance, or needs to report a compliance issue, the employee should contact the VP of HR and/or the CEO. 

APPLICABILITY OF UNITED STATES LAWS AND ETHICAL STANDARDS TO FOREIGN ACTIVITIES 

Celigo is a California corporation and is required to follow the laws of the United States. Actions which may be in conformance with local custom, are often viewed against permissible American standards of conduct. Accordingly, in instances where U.S. laws, regulations and standards relating to ethical conduct are more restrictive than those of a particular locality outside the U.S., conduct by all U.S. and Non-U.S. personnel must be governed by U.S. standards. In all instances, employees are expected to comply with all laws applicable to a situation, which means employees may need to comply with both foreign and U.S. laws. 

POLITICAL CONTRIBUTIONS 

Celigo does not contribute to political parties or candidates in any manner. Celigo personnel are strictly prohibited from directly or indirectly using Celigo’s name, time, resources or equipment for the purpose of soliciting for, or representing to others that Celigo will be contributing to, political parties or candidates for political office, whether in cash, property or services and whether within or outside the United States. This policy applies to any type of solicitations, including from other employees, customers or suppliers. 

ILLEGAL OR UNETHICAL PAYMENTS 

Celigo does not permit illegal, improper, corrupt or unethical payments to be made at any time in order to secure or retain business for the Company. Thus, employees are prohibited from compensating others with cash, property or services by or on behalf of Celigo in order to secure or retain business or other advantages. Such payments constitute a crime in most U.S. and foreign jurisdictions. In jurisdictions where they are not so considered, Celigo regards them as unethical payments. 

● Public Officials: Celigo personnel and representatives are prohibited from directly or indirectly providing anything of value to any official or agent of any government (U.S. or non-U.S.) in order to influence such person to assist Celigo in obtaining or retaining business. Reasonable business entertainment, such as lunch, dinner, or occasional athletic or cultural events may be extended to government officials, but only where permitted by law. Note that in the United States this activity may be prohibited under applicable “gratuity laws.” Payments in nominal amounts to employees of foreign governments or subdivisions thereof whose duties are essentially clerical or ministerial in nature may, in some instances, be customary and not in violation of the laws of the country involved. Such payments, if required, may not be prohibited; however, any person acting on Celigo’s behalf who may wish to make such payments must first verify that such payments are acceptable and, if approved, keep accurate records of the nature and purpose of such payments. If an employee has any questions regarding whether a payment is allowed, please contact the VP of HR and/or the CEO. 

● Application To All Personnel and Agents: All Celigo personnel and business partners are required to follow the provisions of this Code of Conduct in their dealings on behalf of Celigo. 

● Customers and Others: With the exception of reasonable business entertainment and other activities permitted as stated elsewhere herein, no person working on behalf of Celigo may give or transfer anything of value to, or for the direct or indirect benefit of an employee or agent of another person with whom Celigo does business, including any customer, supplier, union representative or other individual. Business entertainment which is reasonable in nature, frequency, and cost is permitted, as is the presentation of modest gifts in instances where such are customary. Because there are no clear guidelines which define the point at which social courtesies may be regarded as improper or unethical payments, extreme care must be taken in this regard. If an employee has any questions about whether or not a gift or entertainment expense is acceptable, please contact the VP of HR and/or the CEO. 

● Payments to Non-involved Third Parties: No payment from Celigo funds shall be made to a person or organization with whom Celigo is not doing business except for legally required tax and license payments to government agencies and specifically authorized charitable and minor gifts that are permitted by law. The following are examples of prohibited transactions. 

○ The making of a payment to an agent, distributor or other person who has not performed a lawful service in connection with the sale. 

○ The making of a payment which violates, or may assist in the violation of, foreign exchange controls, tax laws, customs duties, etc. 

Payments Involving Amounts Due Agents, Representatives, and Others: All payments for commissions or other similar obligations are to be paid by a Celigo check or draft, bank wire transfer, or other properly documented means, which is forwarded to Celigo’s accounting department, and shall be made payable to the order of the recipient or his or her authorized agent. The use of any forms of “cash” payments (such as cash, crypto-currency, transfers from mobile apps, etc.) is not acceptable. 

Secret Accounts: All Celigo accounts must be maintained in full compliance with federal or international laws, with the knowledge of and involvement of Celigo’s accounting department, regardless of where such accounts are located. Secret or unauthorized bank accounts shall not be maintained by or on behalf of Celigo, in the United States or in any other country, nor shall any bank or other account be maintained which is not fully accounted for and accurately described in Celigo’s records. The purpose of, and source of monies for, all accounts or funds shall be properly and completely described in Celigo’s books and records. 

ACCEPTING COSTLY ENTERTAINMENT OR GIFTS 

Employees are prohibited from accepting costly entertainment or gifts (defined as anything with more than $100 in aggregate value in a calendar year) from persons connected with Celigo or its business or with whom Celigo directly or indirectly does, has, or is seeking to do business unless approved by a member of the executive team. Any gifts of this nature must be reported to the VP of HR or the CEO for a determination whether, or the extent to which, they may be accepted and/or properly be considered the personal property of the recipient. 

FAIR COMPETITION – PRICING 

Celigo believes in fair, lawful and open competition. Celigo will not enter into any agreement or arrangement with third parties that could, directly or indirectly, unlawfully affect the price or terms of sales of Celigo’s products or services or those of others. Under no circumstances shall an employee discuss or enter into any arrangement with competitors, distributors or others which might directly or indirectly result in price fixing or affect pricing or marketing policies or practices or otherwise result in conduct which violates any antitrust laws. 

CANDOR AMONG MANAGEMENT AND IN DEALING WITH AUDITORS 

Senior management must be informed at all times of matters which might be considered sensitive in preserving Celigo’s reputation. Accordingly, there shall be full communication with senior management even when it might appear that less candor is desirable to protect the operation or individuals involved. Similarly, there shall be no concealment of information from Celigo’s internal or independent auditors. 

REGULATORY AND ENVIRONMENT MATTERS 

All necessary action must be taken to comply with federal, state and local laws and regulations. Similarly, appropriate actions must be taken to prevent the improper discharge and disposal of hazardous or toxic material into the environment. All federal, state and local laws must be observed. Existing or potential violations of these laws must be disclosed to the VP of HR and/or the CEO. 

WHISTLEBLOWER PROTECTIONS 

● Celigo expects employees to conduct Company business in a manner free of questionable business conduct, conflicts of interest, fraud, misuse of intellectual property, and questionable accounting or auditing practices. 

● An employee must submit any complaint concerning questionable business conduct, conflicts of interest, questionable accounting or auditing practices, or misuse of intellectual or other property to Celigo’s designated Confidential Reporting Hotline at (844) 486-1651 or website at www.celigo.ethicspoint.com or directly to the VP of HR or CEO. 

● Celigo will not retaliate against any person who, in good faith, has made a protest or raised a complaint against some practice of Celigo, or of another individual or entity whom Celigo employs or with whom Celigo has a business relationship, on the basis of a reasonable belief that the practice is in violation of law. 

● Celigo will not retaliate against any workers who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Celigo that the worker reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law. 

● Celigo will not seek to hold an individual criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined under the Defense of Trade Secrets Act that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. Similarly, Celigo will not seek to hold any employee liable for making a good faith complaint regarding conduct they believe to be unlawful or which they believe constitutes harassment. 

HUMAN RIGHTS 

● Celigo embraces and complies with international conventions on human rights. These conventions include the Universal Declaration of Human Rights, Fundamental International Labor Organization (ILO) Conventions and Voluntary Principles on Security and Human Rights. Celigo desires relationships with entities that share its principles and values. Celigo also promotes human rights awareness and respect along our value chain, including the adoption of legal contractual clauses. In the event of human rights violations, duly proven by government authorities and mechanisms provided by legislation, Celigo shall notify the supplier/partner or the customer of the violation so they may adopt corrective measures and, in cases in which such measures are not taken, Celigo may rescind the respective commercial relationship. 

● Celigo provides equality of opportunity and treatment for the purposes of eliminating discrimination based on gender, race (including natural hair styles), religion, political beliefs, color, religious creed (including religious dress and grooming practices), national origin (including language use restrictions), ancestry, mental or physical disability (including HIV and AIDS), medical condition (including cancer, a record or history of cancer and genetic characteristics), marital status, age, sex (including pregnancy, childbirth, breastfeeding and conditions related to pregnancy, childbirth and breastfeeding), gender identity, gender expression, sexual orientation, military or veteran status, family medical leave status, genetic condition or genetic information, victims of human trafficking, or on any other basis protected by law or as defined in our Equal Employment Opportunity Policy. 

● Celigo reserves the right to express to Governments our position concerning our operations, employees and shareholders and our belief in the importance of respecting human rights. Any such statements must only be made by authorized Celigo personnel. 

CHILD LABOR 

Millions of children around the world are forced to work in poor conditions. As an organization, we require all business partners to conduct business in a legal, ethical manner, without exploiting children. Celigo, and those we do business or partner with, including suppliers, vendors and contractors, shall take all steps to comply with child labor laws and avoid the use of child labor. The International Labor Organization (ILO) and the U.N Convention on the Rights of the Child guide our stance on child labor. When it comes to legal aspects, we always: 

● Follow the stricter law if more than one law applies (e.g. state and federal, local and international). 

● Require suppliers, partners and vendors to follow the stricter applicable laws and recognize children’s rights. They must also require their own suppliers, subcontractors and stakeholders to do the same. 

“Children” are defined as people who are younger than 18 years of age. “Young children” are people 14 or younger. “Child labor” refers to work that deprives children of their childhood and affects their schooling, their potential and their dignity. It’s work that’s harmful to them mentally, physically and socially. 

When it comes to young children, we don’t want to stand in the way of their health, schooling or free time. That’s why we don’t and won’t employ anyone younger than 15 years of age, regardless of the country they’re in. 

When it comes to employing children who are older than 14, we’ll always follow the local and international laws. As a general rule, any children between 15 and 18 may only be employed in strict compliance with applicable regulations and work permits, with a fair wage in safe working conditions, performing work that will not jeopardize their health and safety or affect their schooling and development. 

These are mandatory conditions when forming partnerships or other business relationships. We’ll refuse to do business with anyone who employs children of any age in hazardous or exhausting jobs, or doesn’t follow applicable laws on workplace safety or working hours or pay. We require all of our employees and partners to follow this mandate, not just because we demand it as an organization, but because securing a bright future for children is everyone’s duty. 

ESG, ENVIRONMENTAL IMPACT, AND STEWARDSHIP 

Celigo’s commitment to ethical business practices and fostering a positive work environment.  This includes following existing laws and best practices with respect to state, national and international laws which protect our environment. Our goal is to comply with all environmental regulations and to reduce or eliminate practices which negatively impact our environment. As a predominantly remote workforce, we embrace sustainable practices by minimizing the need for physical office space, reducing our environmental footprint. Our focus on diversity, inclusion, and employee well-being underscores our dedication to social responsibility. We prioritize transparency, data privacy, and compliance with all relevant regulations, ensuring robust governance across our operations. While we do not have a formal ESG policy, our values and practices reflect our commitment to responsible and ethical business conduct.

We ask all personnel to promote sustainability and environmental awareness by: 

● Complying with all applicable environmental legislation and sustainability commitments. 

● Measuring and analyzing the carbon footprint of our business activities in conjunction with other climate change mitigation and adaptation efforts and make decisions which protect our environment. 

● Preventing pollution and reducing consumption of resources through waste management strategies that promote waste minimization re-use, recovery and recycling, as appropriate. 

● Incorporating energy efficiency measures into Celigo’s facilities and promoting efficient energy use in all areas of business activity. 

● Adopting a procurement program which takes into account the environmental impact of products and services and supports the purchase of sustainable products. 

● Ensure our staff are aware of the environmental impacts of their work activities and encourage them through regular awareness and training to minimize those impacts. 

● Pursuing a program of continuous improvement by reviewing our environmental impacts and practices and any related objectives and targets, policies and practices. 

CHARITABLE CONTRIBUTIONS 

Each year Celigo receives and considers many requests from individuals and organizations for donations. If there is an organization to which an employee would like Celigo to donate, please submit the request in writing (not to exceed two pages) and include the following: 

● The goal of the organization. 

● Specific purpose of the request and reason the employee would like Celigo to donate to the charity. 

● Certification of 501 (c) (3) tax status under the IRS Code. 

Celigo will, at its sole discretion, choose which organization(s) to support; the fact that Celigo has supported a charitable organization in one year does not mean it will be supported in any subsequent year. Please note that all donations must comply with Celigo’s Conflict of Interest Requirements, as set forth in this Code of Conduct and in the Employee Handbook. 

SANCTIONS 

The U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) and the Department of Commerce administers sanctions programs against various countries, entities, and individuals. With very limited exceptions, U.S. sanctions prohibit all U.S. persons from conducting transactions with designated countries, entities, and individuals. 

Celigo is committed to sanctions compliance. Celigo requires compliance with all applicable U.S. economic sanctions laws. For that reason, Celigo has implemented the compliance procedures below. 

COMPLIANCE PROCEDURES 

Screening 

● All business relationships must be screened to prevent Celigo from doing business with sanctioned parties by using the OFAC’s List of Specially Designated Nationals (the “SDN List”), which includes the names of individuals with whom it is prohibited for any U.S. person to conduct virtually any transaction. 

● Celigo personnel will be responsible for ensuring that all transactions are screened to prevent involvement of sanctioned parties. The Celigo person principally responsible for a transaction is responsible for conducting the screening or designating a colleague to conduct the screening, which includes documenting the screening process and forwarding the documentation to the VP of HR and CEO. 

● Celigo will not transact with any entity that is owned by a sanctioned entity or individual. A sanctioned party is considered to be the owner of an entity if it holds a 50% or more controlling interest. Thus, in cases where both of the following conditions apply to a party, Celigo will take reasonable steps to identify and screen the beneficial owners of that party: 

Training 

● Celigo will provide training and materials on U.S. sanctions, as appropriate, to personnel involved in transactions with any third party. Celigo will update those personnel on changes to the U.S. sanctions regimes as appropriate. 

Reporting and Recordkeeping 

● Reporting: Any screening resulting in a match with the SDN list must be reported to the Celigo VP of HR or CEO. If that match cannot be eliminated as a false positive, the match will immediately be reported to Celigo management for appropriate action. 

● Recordkeeping: Records of all screening results, as well as any actions taken to address a screening match, will be maintained in the company compliance file for five (5) years. 

RESPONSIBILITY FOR PRIOR DISCLOSURE AND SECURING APPROVAL OF SITUATIONS INVOLVING A POTENTIAL CONFLICT OF INTEREST OR BUSINESS ETHICS SITUATION 

Conflicts of Interest 

● Prior to any personnel: (a) taking an interest in or entering into a relationship with any other person or company which might create the appearance or possibility of a conflict of interest; or (b)or taking any action or conduct which creates a potential conflict, such person shall submit to the VP of HR a written request stating the details of the conduct or relationship and the issues giving rise to the appearance or potential conflict of interest. Sufficient detail should be provided so that the Company can evaluate the nature of the potential conflict and possible solutions that may resolve or address the potential conflict. As soon as possible after receipt of each request for approval, the VP of HR shall review the request, determine whether any actions may be taken to minimize or completely eliminate the actual or potential conflict, and notify the individual of any such steps the Company has taken. In the event the potential conflict cannot be resolved, the individual will be notified of whether the business interest may be pursued or must be abandoned. The Company shall maintain records of its review and actions. If the possible conflict is due to a close personal relationship or romantic relationship involving the employee, a copy of the Company’s final decision and description of the Company’s mitigation efforts shall be retained in the employee’s personnel file. 

● In the case of the hiring of a person related to a worker, the prior approval of the VP of HR or the CEO must also be obtained. 

● In the event there has been disclosure of an actual or potential conflict of interest which cannot be resolved, the person involved in the situation shall take all necessary action to eliminate the conflict or, if the conflict cannot be eliminated to the Company’s satisfaction, the employee must either abandon the business opportunity or take such other action required by Celigo, or resign from Celigo. In the event that the employee refuses to comply with Celigo’s planned course of action, the Company will take such action as it deems appropriate. For example, if the conflict is taking another job that creates a conflict of interest, the employee must choose which job to keep. 

● In the event prior approval is not practicable (for example, the creation of a potential conflict of interest through marriage or inheritance), full disclosure shall be made as soon as possible, but no later than thirty days after the event causing such conflict. 

● Conflicts existing at the commencement of the relationship must be disclosed and approved prior to the date work commences. 

● Celigo will work in good faith to address any actual or potential conflicts of interest which are reported. 

Ethical, Legal Compliance and Other Dilemmas 

● Ethical and other dilemmas may arise during the course of employment. While it is not possible to identify all of the situations that may arise, examples include: 

○ Learning information that a business partner or competitor is engaging in unlawful or unethical behavior; 

○ Discovering confidential information about a competitor’s activities or business that would gain Celigo a business advantage, but the employee learned the information through someone else’s breach of a confidentiality obligation to the competitor; 

○ Witnessing or learning of bribery, kickbacks, fraud or other unscrupulous conduct by a coworker, business partner, customer or other affiliated entity; 

○ Discovering a coworker or affiliated person or entity has engaged in a romantic relationship with a key business partner without disclosing the relationship; 

○ Discovery of a coworker on business for the Company engaged in conduct which is lawful in a foreign country but which would be unlawful in the U.S. or otherwise violates Celigo policies. 

● Any person who finds themselves in a situation or transaction which creates an ethical dilemma runs the risk of violating Celigo’s conflict of interest, business ethics or other standards of fair dealing. This includes any situation which has the potential to violate any federal, state, local or foreign laws, or otherwise may lead to a problematic situation for the employee or Celigo. When an employee finds themselves with an ethical dilemma or circumstance that creates the appearance of impropriety or the substantial likelihood of a violation of the law, the employee must immediately seek guidance from Celigo on how to proceed by contacting the VP of HR or the CEO. Guidance must be sought prior to engaging in any actions which may have a detrimental impact on the employee or Celigo. In seeking guidance, the employee must submit a brief written statement with sufficient details so that the nature of the dilemma is clear, along with any questions the employee may have about how to proceed and/or the nature of the guidance or approval they are seeking. 

● If the employee needs to report an ethical or legal violation that the employee has become aware of, the employee must immediately contact the VP of HR or the CEO as soon as the employee learns of the violation so an appropriate investigation and remedial action may be taken.

IMPLEMENTATION AND PERIODIC REPORTING 

● A copy of this Code of Conduct shall be delivered to each person working for or on Celigo’s behalf prior to the commencement of services. Each person shall sign an acknowledgment of receipt, including any revisions or amendments, which shall be placed in the appropriate work file. 

● Annually, each person who has previously received approval of any conflict shall file with the Vice President of Human Resources a statement acknowledging receipt of this Code of Conduct and disclosing any new pertinent information and/or confirming that the person is not aware of any potential or actual conflicts of interest which must be reported. The statement shall be maintained in accordance with normal business practices. 

● The VP of HR shall take appropriate steps to disseminate and implement this Code of Conduct. 

Confidential Information 

In the course of an employee’s work at Celigo, they may have access to trade secrets or similarly protected proprietary or confidential information regarding Celigo’s business or the confidential proprietary information of Celigo’s business partners. All employees are required, as a condition of employment, to sign and comply with Celigo’s Proprietary Information Agreement and Invention Assignment Agreement and any Non-Disclosure Agreements (“NDA”) signed in connection with their employment relationship with Celigo. In the event of a conflict between the Proprietary Information and Inventions Agreement or any other NDAs signed by an employee and this section of the Code of Conduct, the document which provides for the highest level of protection of Celigo’s confidential information shall apply. 

For purposes of employment at Celigo, Confidential Information includes, but is not limited to, the following: company records, customer information, personnel files, policies and procedures, payroll, pricing information, correspondence, unit prices, budgets, financial information, employee information and qualities, business plans, processes, any material or information about the company, its business, operations or products that derives actual or potential economic value from not being known to business competitors of the company or to the general public. Such information is Confidential Information whether it is intangible (such as a fact known to the employee but not recorded), recorded in written form (as in a letter, memo or other document) or otherwise recorded (as in a photograph, videotape, audiotape, film, computer disk, digital or other storage medium). By way of example and not limitation, such Confidential Information includes material or information disclosed to the employee or known by the employee, as a direct or indirect result of their relationship with the company, concerning its products, formulas, processes, business affairs, legal affairs, operations, finances, clients, vendors, employees, compositions, inventions, computer programs, marketing techniques, distribution techniques, production techniques, research, development, designs, services, accounts, billing methods, data, systems, plans, phone lists, mailing lists, internal affairs, and any and all information entrusted to the company by third parties. All information, even the names of customers, must be kept strictly confidential. 

Both during and after an employee’s services to the Company have ended, the employee has a contractual and statutory responsibility to refrain from revealing or divulging any such information unless it is necessary for the employee to do so in the performance of their duties or as required by law. The best way to comply with the responsibility to preserve Celigo’s Confidential Information is to make sure that confidential information is not discussed outside the company and is discussed within the company strictly on a “need to know” basis. Employees are also responsible for avoiding unnecessary disclosure of non-confidential information about the company and its customers. These guidelines are not intended to interfere with normal business communication and relationships, but are intended to alert employees to their obligation to use discretion in safeguarding the company’s internal affairs. 

Similarly, an employee may be in possession of Confidential or Proprietary Information belonging to a former employer, business partner or third-party. Celigo expressly prohibits the employee from using or disclosing such information in their work for Celigo, nor should the employee bring any physical or electronic data or files onto Celigo’s premises which contains Confidential or Proprietary Information belonging to any third party. 

Failure to comply with company confidentiality regulations is a serious offense and may result in disciplinary action, including immediate termination. 

If and when an employee ceases providing services to the company for any reason, or at any other time upon request of the company, the employee shall deliver immediately to the company all Confidential Information in their possession, custody or control (including originals and all copies thereof). 

Nothing contained herein shall prohibit any employee from confidentially disclosing trade secret, proprietary or confidential information to federal, state and local government officials, or to an attorney to report or investigate a suspected violation of the law in accordance with the Defense of Trade Secrets Act or any other state or local whistleblower laws. Employees may also disclose the information in certain court proceedings if specific procedures to protect the information are followed.