Cognizant s Core Values and Standards of Business Conduct

Transcription

1 Cogizat s Core Values ad Stadards of Busiess Coduct

2 Table of Cotets Itroductio 2 Our Reputatio is i Your Hads 3 The Right Way at Cogizat 4 Our Core Values ad Stadards i Actio 4 To Whom these Stadards Apply 5 Our Commitmet as Cogizat Associates 5 Questios about these Stadards 6 Gettig Help or Reportig a Possible Violatio of these Stadards 6 Policy Prohibitig Retaliatio for Reportig Code Violatios 7 How Reports are Hadled 7 Waivers of these Stadards 8 The Stadards 10 Acceptable Use of Cogizat ad Cliet Assets 10 Accuracy of Books, Records ad Public Reports 12 Competig Hoestly ad Fairly i the Marketplace (Fair Dealig) 14 Compliace with Laws, Rules ad Regulatios 16 Cofidetial Iformatio ad Itellectual Property Protectio 17 Coflicts of Iterest 23 Gatherig Iformatio about Competitors 28 Gifts ad Gratuities 29 Isider Tradig 33 Media, Aalyst ad Ivestor Commuicatios 35 Political Activities 36 Respectful Treatmet of Associates, Customers ad Busiess Parters 37 Dissemiatio ad Amedmet 39 Defied Terms 41 Certificatio of Commitmet to Cogizat s Core Values 44 ad Stadards of Busiess Coduct Idex 46 Key Cotacts ad Escalatios 50

3 Itroductio

4 I N T R O D U C T I O N Our Reputatio is i Your Hads Dear Associates, I am cotiually impressed by the quality ad dedicatio of our people ad our ability to meet the highest stadards of performace ad busiess coduct. As we dedicate our global resources, idustry itelligece ad systems expertise to stregthe our cliets busiesses, our sigle-mided passio for our customers shows. I this excitig ad challegig time, we must remember that it s our reputatio ad the behavior demostrated by our people that ultimately ifluece customers to work with ad stay with us. As we cotiue to grow, we may be faced with pressures arisig from our high-performace eviromet that could tempt us to take shortcuts to achieve our goals. It is critical that we ever let these pressures ad challeges affect our itegrity eve whe we thik it will help to satisfy our cliets. Our cliets are ever well served whe our actios are i coflict with our Core Values ad Stadards of Busiess Coduct. As a global orgaizatio operatig i diverse cultures, these stadards provide a shared uderstadig of what appropriate busiess coduct meas at Cogizat. It is our guide to actig with itegrity. I hope you fid it to be a valuable decisio-makig tool. As Cogizat Associates, we must remember that our wiig metality is t just about doig great thigs. It s about doig great thigs the right way. That s how we cotiue to build trust with our customers, ad protect the valuable asset that is Cogizat. Best regards, Presidet ad Chief Executive Officer 3

5 The Right Way at Cogizat I the competitive service eviromet i which we operate, we must maitai the highest stadards of itegrity. Our reputatio ad our success deped o it. Whether we re workig i a developmet ceter, o-site with our customers, i our corporate office or elsewhere, we must be role models of itegrity ad esure that we hadle our cliets systems, cofidetial iformatio or sesitive itellectual property, as well as our ow, with the utmost of care. Associates assiged to cliet egagemets are expected to follow both Cogizat ad cliet policies, as well as stadards of coduct. I cases where stadards differ, the more striget stadard will apply. Our Core Values ad Stadards i Actio Cogizat s Core Values (Core Values) ad Stadards of Busiess Coduct (Stadards) is our guide to meetig our busiess goals the right way. Our Core Values defie the behaviors that will make us successful i the marketplace. Our Stadards defie what costitutes acceptable ad appropriate behavior at Cogizat i particular situatios where our service levels ad our reputatio (or that of our cliets) could be compromised. Although these Stadards do ot cover every possible situatio, they reflect our basic philosophy of coductig busiess lawfully ad with itegrity. Together, our Core Values ad Stadards provide a shared uderstadig ot just about what we do but also how we do it. They are a framework for esurig cosistet professioal coduct across diverse cultures ad work eviromets. To provide relevat examples, may of the scearios described i the Q&A s that follow each Stadard were take from real-life situatios experieced by Cogizat Associates. Our Core Values Ope Our eviromet is oe of ope doors ad ope mids. Our competitive advatage is derived from beig ope to all ideas, o matter their source, that will improve our ability to deliver excellece. Ayoe, regardless of level, who takes the iitiative to preset a iovative idea or express a cocer will be opely ad respectfully heard. We highly ecourage all maagers to make themselves available to the ideas or cocers of our Associates. Trasparet Our commuicatios positive or egative are always proactive, direct ad hoest. We view this trasparecy as critical to the health of our compay. We practice this same trasparecy with our cliets. It is a critical elemet i achievig our status as a trusted advisor. As a trusted advisor, we will ever hide or igore ethical issues. We uderstad that brigig forward bad ews early allows us to be proactive ad able to address a issue before it turs ito a crisis. Drive We expect ad reward persoal ad team iitiative. Our cliets experiece this as a imble, ca do approach focused o deliverig excellece at all times, with idividuals ad teams takig complete owership of problems ad developig creative solutios. Associates who show iitiative ad drive have tremedous growth opportuities. Our iitiative will ever come at the expese of our Core Values, Stadards or our ethics. 4

6 Empowered We believe the best way to deliver excellece to our cliets is to uleash the excellece i our people. Cogizat Associates have the freedom, empowermet ad resposibility to fid the best way to meet customers eeds. We are trusted to apply our passio, itelligece ad skills i each ad every edeavor. I every decisio we make, we seek to uphold our itegrity, ot compromise it. Opportuity-filled We believe that oly by ecouragig promisig Associates to pursue paths that will fulfill their persoal ad professioal goals will we be able to attract ad maitai the type of quality people our customers have come to expect. Employee fulfillmet is a key attribute of a healthy ethical culture. Flexible While recogizig the advatages of process ad cosistecy, we kow that a hallmark of excellece is adaptability. We kow that cliets care most about results; we must adapt i real time to each ew challege i the marketplace. We recogize that, as Associates, we have lives outside of Cogizat ad that we are trusted to choose how ad whe we will do our work so that Cogizat cotiues to exceed cliet expectatios. We also recogize that flexibility take too far ca result i recklessess. We will ever try to exceed cliet expectatios by compromisig our Core Values or Stadards. Collaborative Our commitmet to collaboratio is evidet i our matrix orgaizatio ad team-based project structure. We reject the model of idividual star performers who stad out by claims of superior persoal cotributio. Istead, we choose to predicate the growth of idividuals o their cotributios to the team s success i deliverig exceptioal customer experieces. Part of that cotributio is to work with others to idetify ad address risks to our itegrity, reputatio ad cliet systems before they escalate ito major issues. Cogizat is committed to complyig with these Core Values ad Stadards of Busiess Coduct ad all laws ad govermetal regulatios that are applicable to the Compay s activities. We make this pledge ot just because it s the right thig to do, but also because it is a itegral part of our commitmet to excellece ad exceedig cliet expectatios. To Whom these Stadards Apply These Stadards apply to all Cogizat Associates, meaig Associates at all levels of the Compay (icludig officers ad members of the Board of Directors) at all subsidiaries ad other busiesses cotrolled by Cogizat worldwide. The term Cogizat Associates as used i these Stadards also refers to our cotractors, subcotractors, suppliers ad others who assist us i servicig our cliets. Our Commitmet as Cogizat Associates As Cogizat Associates we have a resposibility to ask questios, seek guidace ad express cocers about these Stadards. We must comply with these Stadards ad report ay kow or potetial violatios to our maager, our talet maager, the Director Compliace or the Geeral Cousel, eve whe we are ot persoally ivolved i the potetial violatio (subject to applicable laws ad regulatios). 5

7 As Cogizat Associates, we are also expected to cooperate fully with ay iquiry or ivestigatio by the Compay regardig a alleged violatio of these Stadards. Failure to cooperate with ay such iquiry or ivestigatio may result i discipliary actio, up to ad icludig termiatio (subject to applicable laws ad regulatios). Maagers have a additioal resposibility to help Associates resolve ethical issues, ad to create a eviromet where Associates feel comfortable comig to them to discuss possible violatios of the Stadards. Ay Cogizat maager who receives a report of a violatio of these Stadards is also resposible for immediately iformig the Compay s Director Compliace. Questios about these Stadards As a orgaizatio, Cogizat welcomes commets, questios ad discussios o our Core Values ad Stadards of Busiess Coduct ad ay ethical issues relatig to the Compay. Ay questios regardig these Stadards or their applicatio i ay situatio ca be directed to a maager, talet maager or the Director Compliace. We recogize that these Stadards ca oly provide a basic uderstadig of the rules that apply to how we coduct our busiess. That is why we have other policies, icludig those i our HR Hadbooks, that provide more detailed iformatio regardig our Stadards. As Cogizat Associates, we are resposible for kowig the policies that apply to us. Relevat policies are refereced withi this documet. Not Sure what a Particular Word or Phrase Meas? Throughout this documet, we have italicized terms that may ot be familiar to you ad have provided defiitios i the Defied Terms sectio. Gettig Help or Reportig a Possible Violatio of these Stadards To report a suspected violatio of these Stadards, Associates should cotact their maager, talet maager or the Director Compliace. It is recommeded that Associates idetify themselves whe reportig possible violatios so that additioal iformatio ca be obtaied if ecessary. Whe possible ad permitted by law, the idetities of Cogizat Associates who file such reports will be kept strictly cofidetial. Potetial violatios ca also be reported o a cofidetial or aoymous basis as follows: By Fax Attetio: Director Compliace By Mail Cogizat Techology Solutios Att: Director Compliace Glepoite Cetre West 500 Frak W. Burr Boulevard Teaeck, New Jersey By misty.pederso@cogizat.com 6

8 Cogizat Compliace Helplie Aother chael for reportig is Cogizat s Compliace Helplie. Cogizat Associates ca file reports usig the Compliace Helplie, either by phoe or via the Iteret (see below). Aoymous reportig of violatios is permitted i most of the Coutries i which Cogizat operates. Cogizat s Compliace Helplie is admiistered subject to Coutry-specific laws ad regulatios, which i some cases prohibit aoymous reportig. Via the Iteret: Via phoe from the U.S. or Caada: Dial Iteratioal callers will utilize AT&T Direct Access Service to reach the toll-free Global Compliace Helplie. To call from Idia: Step 1: Dial AT&T Direct Access Code Step 2: Liste for the AT&T Prompt/Operator askig for the umber you are callig. Step 3: Dial or speak the Cogizat Compliace Helplie umber To call from the UK: Step 1: Dial AT&T Direct Access Code (or ). Step 2: Liste for the AT&T Prompt/Operator askig for the umber you are callig. Step 3: Dial or speak the Cogizat Compliace Helplie umber To call from coutries ot listed above: Follow the 3-step iteratioal callig process oted above usig the appropriate access code from your coutry. AT&T USADirect ACCESS NUMBERS are available o the iteret at: Policy Prohibitig Retaliatio for Reportig Code Violatios It ca take courage to raise a issue relatig to our Stadards. We kow it ca be a difficult decisio. That is why we are committed to esurig that Associates do ot face retaliatio, reprisals or ay career disadvatage for complyig with or reportig potetial violatios of these Stadards. Dischargig, demotig, suspedig, threateig, harassig or i ay other maer discrimiatig agaist ay Associate who complies with or reports a violatio of our Stadards is cosidered retaliatio ad is strictly prohibited. The Compay will take actio agaist idividuals egagig i retaliatory behavior up to ad icludig termiatio. Ay Cogizat Associate who suspects that they or someoe they kow has bee retaliated agaist should cotact the Director Compliace or the Compliace Helplie immediately. However, if a Cogizat Associate kowigly files a false or misleadig report, he or she may be subject to discipliary actio up to ad icludig termiatio. How Reports are Hadled Whe the Compay s Director Compliace receives iformatio regardig a alleged violatio of these Stadards, he or she, as appropriate, will: Evaluate the iformatio provided. Determie whether it is ecessary to coduct a iformal iquiry or a formal ivestigatio ad, if so, iitiate the iquiry or ivestigatio. 7

9 After determiig that a violatio of our Stadards has occurred, he or she will: Determie what discipliary measures are to be take agaist the ivolved idividual(s). Report the results of ay iquiry or ivestigatio, together with steps take to resolve the matter, to the Audit Committee of the Board of Directors. If the alleged violatio ivolves a Executive Officer or a Board Member, the Director Compliace will otify the Geeral Cousel who will iform the Chief Executive Officer ad Board of Directors of the alleged violatio ad report the results of ay iquiry or ivestigatio to the Board of Directors or the appropriate Board committee. Discipliary Actio Failure to comply with these Stadards may result i discipliary actio up to ad icludig termiatio (subject to applicable employmet laws). Ay maager who directs or approves of ay coduct i violatio of these Stadards, or who has kowledge of such coduct ad does ot immediately report it, will also be subject to such discipliary actio. I the evet that the alleged violatio ivolves a Executive Officer or Board Member, the Chief Executive Officer ad the Board of Directors (i cosultatio with the Director Compliace ad Geeral Cousel whe appropriate), respectively, shall determie whether a violatio of these Stadards has occurred ad, if so, shall determie the discipliary measures to be take agaist such Executive Officer or Board Member. Certai violatios of these Stadards may require the Compay to refer the matter to the appropriate govermetal or regulatory authorities for ivestigatio or prosecutio. Waivers of these Stadards While the policies cotaied i these Stadards must be strictly adhered to, there may be special circumstaces where a exceptio may be appropriate. Ay Associate who believes that a exceptio to ay of these policies is appropriate should first cotact his or her immediate maager. If the maager agrees that a exceptio is appropriate, the Associate must the obtai the approval of the Compay s Geeral Cousel. The Compay s Geeral Cousel is resposible for maitaiig a record of all requests for exceptios to ay of these policies ad the dispositio of such requests, ad will report such requests ad such dispositios to the Compay s Audit Committee. Ay Executive Officer or Board Member who seeks a exceptio to ay of these policies should cotact the Compay s Geeral Cousel. Ay waiver of these Stadards for Executive Officers or Board Members or ay chage to these Stadards that applies to them may be made oly by the Board of Directors of the Compay ad will be disclosed as required by law or stock market regulatio. 8

10 The Stadards

11 T H E S T A N D A R D S Acceptable Use of Cogizat ad Cliet Assets Acceptable Use Policy available at: Acceptable Use Policy traiig available at: (Iteret) Or (Itraet) Why it is Importat Effective use of Cogizat ad cliet resources is critical to the Compay s performace ad success. Whe we are efficiet i our use of these resources, we create value, both for ourselves ad our customers. We recogize that whe we misuse Compay resources, we subject ourselves ad our customers to potetial fiacial, legal, operatioal ad reputatio risks. Our Commitmet As Cogizat Associates, we must protect Cogizat ad cliet assets from misuse, abuse or theft. Such assets iclude equipmet, physical property, supplies, itellectual property ad iformatio systems used by Cogizat ad its Associates to coduct its busiess. While Cogizat recogizes that icidetal persoal use of Cogizat assets by Associates is sometimes uavoidable, such assets should be used pricipally for Cogizat work ad ot for ay persoal beefit or the persoal beefit of others. As Cogizat Associates, we must: Take all measures to protect Cogizat ad cliet assets, whether at Cogizat, a cliet facility, or while travelig. Esure that all use of Cogizat ad cliet equipmet ad iformatio systems coforms with Cogizat s Acceptable Use Policy. Sed commuicatios that are professioal i toe ad subject matter, ad cosistet with Cogizat s goal of maitaiig a respectful workplace. Make it clear, whe expressig a persoal poit of view usig Cogizat or cliet iformatio systems that the views expressed are those of the author ad ot of Cogizat. Disclose uacceptable use of Cogizat or cliet assets to our maager or the Compay s Chief Security Officer. We must ot: Use Cogizat or cliet property or iformatio -- or our role withi Cogizat or the cliet -- for activities that express religious or political viewpoits, or are offesive, illegal, fraudulet or for improper persoal gai. Use Cogizat or cliet property or iformatio -- or our role withi Cogizat or the cliet -- to compete with the Compay directly or idirectly. Use Cogizat or cliet iformatio systems i activities that could lead to security breaches or disruptios of etwork commuicatios. Circumvet user autheticatio or the security protocols of ay host, etwork or accout. Because Cogizat assets (icludig iformatio systems ad messages commuicated usig those systems) are the sole property of Cogizat, the Compay reserves the right to: 10

12 Moitor, audit ad ispect Associate use of Cogizat iformatio systems whe we believe such systems are beig used improperly. Block s cotaiig security-sesitive cotet. Cogizat also reserves the right to search the belogigs of ayoe eterig or leavig Cogizat s premises for security purposes (cosistet with local laws). Do Do Not Seek Permissio Protect portable electroic devices from theft Exercise care i the use of , icludig targetig messages to the appropriate audiece Cotact the Global Help Desk to get the latest virus software, or to report system-related issues Dowload files, use applicatios or participate i olie games that use high badwidth Use Compay or cliet facilities to dowload, distribute or use software or data without appropriate permissio Propagate viruses, worms or other malicious code or sed malicious s or SPAM From your maager ad the GIS team to: Execute ay form of project related etwork moitorig, port scaig or etwork siffig From your maager ad the GIS team to: Dowload software for direct busiess use From your maager ad the GIS team to: Use high badwidth applicatios such as streamig media ad Iteret radio for busiess purposes Iform the GIS team ad local admiistratio of loss or theft of ay persoal items iside Cogizat premises Iform the Global Help Desk of errors i addresses i Cogizat directories Ru oly cliet-approved software o workstatios or laptops whe workig o projects Take reasoable precautios to safeguard persoal belogigs i the workplace (e.g. cellphoes, jewelry, briefcases, wallets, etc.) Such belogigs should ot be left i Cogizat offices overight Execute ay o-busiess form of oproject related etwork moitorig, port scaig or etwork siffig Joi o-busiess-related mailig lists, solicit iformatio o the Iteret or sed o-busiess mass or chai letters Access illegal, porographic or other material with which the Compay would ot wat to be associated Sed or kowigly post iaccurate, usubstatiated, discrimiatory or abusive/derogatory commets about ay idividual or compay (icludig its products ad services) Use Cogizat assets to offer o- Cogizat products items or services From your maager to: Retrieve executable files Istall software without the kowledge of NSS Use cliet-supplied software to write code for a colleague who works for a differet compay or a differet cliet withi Cogizat Post Cogizat or cliet cofidetial iformatio i public forums 11

13 Q&A Acceptable Use of Cogizat ad Cliet Assets Questio: I work very log hours for a Cogizat cliet ad sometimes eed to use my Cogizat or cliet to exchage messages with family ad frieds. Is this prohibited by our Acceptable Use policy? Aswer: No. We uderstad that i today s work eviromet, there will be the occasioal eed to commuicate with frieds ad family via . Cogizat may be used for such purposes assumig that the commuicatios do ot violate our Stadards (e.g., sedig porography) ad are ot associated with outside busiess pursuits. I additio, Associates should ot sed o-busiess related mass s via compay distributio lists (e.g., sports pools, religious or political cotet, etc.). The majority of our customers prohibit the use of their systems ad/or equipmet for persoal purposes. Accordigly, prior permissio must be obtaied from your Maager before Associates use cliet systems ad/or equipmet for sedig/receivig persoal . Questio: We have bee workig aroud the clock to deliver a applicatio to our cliet. To eable us to complete the assigmet o time, a colleague suggested that it would be more efficiet if we shared a ID. A maager employed by the cliet stated that he did t care if we did so. Is this prohibited by our Acceptable Use policy? Aswer: Yes. All cliets have IT security policies, ad as a Associate workig o a egagemet you are resposible for uderstadig ad complyig with such policies. These policies (as well as our ow) geerally prohibit the sharig of IDs ad passwords. The maager who allowed the exceptio may ot have bee authorized to do so. You should ever share passwords with ayoe without the prior writte permissio of the Chief Compliace Officer or Geeral Cousel. Accuracy of Books, Records ad Public Reports Why it is Importat Our reputatio depeds o the cofidece that others have i us, which is partly based o the accuracy of our writte records ad verbal statemets. By demostratig hoesty i our accoutig ad public reports, we geerate trust with our stockholders ad ehace our reputatio. Accurate iformatio is also essetial to the Compay s ability to meet legal ad regulatory obligatios. Whe we fail to record fiacial iformatio ad public reports accurately, we severely damage our reputatio, expose ourselves to legal liability, risk losig busiess ad decrease customer ad shareholder cofidece. Our Commitmet Cogizat is committed to providig full, fair, accurate, timely ad uderstadable disclosure i reports ad documets filed with, or submitted to, the Securities ad Exchage Commissio (SEC) ad other public commuicatios. As Cogizat Associates, we are resposible for the accuracy of the books ad records we maitai as part of our job. These books ad records iclude fiacial records, travel ad expese reports, forecasts, resource allocatios ad billigs, fiacial statemets, etc. 12

14 We must esure that all Compay books, records, accouts ad fiacial statemets: Are maitaied i accordace with all applicable regulatios ad stadards. Accurately reflect the true ature of the trasactios they record. Coform to geerally accepted accoutig practices (GAAP) ad Compay accoutig policies. We must ot: Establish ay udisclosed or urecorded accout or fud for ay purpose. Make false or misleadig etries i the Compay s books or records for ay reaso. Make a writte commitmet o behalf of Cogizat that exceeds our sigature authority. Disburse corporate fuds or other corporate property without adequate supportig documetatio ad authority to do so. Dealigs with Idepedet Auditors Cogizat Associates must act with the utmost itegrity whe egaged with a idepedet auditor i ay audit, review or examiatio of the Compay s fiacial statemets or i the preparatio or filig of ay documet or report with the SEC i coectio with the Compay s fiacial statemets. Whe egaged i these activities, we must ot: Kowigly make or cause others to make a false or misleadig statemet. Kowigly mislead a auditor by omittig ay fact that is eeded for the auditor to get a accurate picture of the Compay s fiacial positio. Cause aother perso to mislead a auditor i this maer. Directly or idirectly take ay actio to coerce, maipulate, mislead or frauduletly ifluece ay accoutat egaged i the performace of a audit or review of the Compay s fiacial statemets. Examples of Appropriate ad Iappropriate Behavior Do Pay careful attetio to the accuracy of books, records ad fiacial statemets Report ay kow or potetially false or misleadig iformatio i the Compay s fiacial statemets to the Director Compliace or the Geeral Cousel Kow the limits of your sigature authority ad stay withi them. If you are usure of these limits please check with the appropriate Fiace or Legal represetative Do t Bill more hours to the cliet tha worked to meet reveue goals Itetioally submit expeses for reimbursemet that are ot busiess-related or violate compay policies Misrepreset fiacial results submitted to the cliet as part of Cogizat s capabilities Itetioally submit a iaccurate resource, expese or reveue forecast 13

15 Q&A Accuracy of Books, Records ad Public Reports Questio: For purposes of recogizig fixed-bid reveue, I am asked to submit a mothly forecast of the remaiig efforts to complete a project. I kow that the project will most likely wrap up by March but I wat to retai the Associates for aother project that I believe we may wi from the same customer. May I exted the forecast of the project beyod March so that I ca retai these resources to work o the secod project, which has yet to commece? Aswer: No. Resource forecasts for each idividual project must be accurate to esure that our reveue is properly ad accurately recogized. Forecasts are critical to maagemet s ability to ru the compay ad they must correct-ly reflect the true ature of the trasactios they are iteded to capture. Questio: I recetly trasferred from the U.S. back to Idia. My trasfer was ot properly reflected i Peoplesoft by my maager. I cotiue to receive U.S. wages while workig i Idia. Do I eed to report that my wages paid to me are icorrect ad that I'm beig overpaid? Aswer: Yes. Eve though the overpaymet is a admiistrative error o the part of the Compay, you have a obligatio to commuicate the error to Fiace. Competig Hoestly ad Fairly i the Marketplace (Fair Dealig) Why it is Importat Cogizat is committed to dealig hoestly, ethically ad fairly with suppliers, customers, competitors ad Associates. We believe that the best way to outperform our competitio is fairly ad hoestly, by seekig competitive advatages through superior performace, ever through uethical or illegal busiess practices. It is our policy to egage i sales, marketig, advertisig ad other competitive practices that do ot jeopardize the trust placed i the Compay by customers, vedors, suppliers ad the public ad that do ot violate atitrust ad competitio laws. Our Commitmet As Cogizat Associates, we must make sure that our commuicatio of iformatio about our products ad services is truthful ad accurate. Promotioal materials ad other statemets regardig the Compay s products ad services must ot be utrue, misleadig, deceptive or fraudulet. We must ot: Take ufair advatage of others through maipulatio, cocealmet, abuse of privileged iformatio, misrepresetatio of material facts or ay other ufair-dealig practice. Ufairly deigrate our competitors ad/or their products or services. Use uauthorized access to search for competitor presetatios or other such iformatio that may be viewable o customer systems. 14

16 Examples of Appropriate ad Iappropriate Behavior Do Use care ad prudece i makig fair ad factuallybased comparisos o attributes such as price ad performace Do t Deliver a flawed product to a customer to meet a deadlie Iclude comparisos to our competitors ad their products i our cliet presetatios or RFI s that deigrate our competitors Commuicate iaccurate or misleadig iformatio about our competitors pricig ad performace Q&A Competig Hoestly ad Fairly i the Marketplace (Fair Dealig) Questio: I heard a rumor that oe of our competitors may be layig off a large umber of associates. If true, this could give us a competitive advatage i oe of our service offerigs. Is it OK to icorporate this iformatio ito a formal presetatio that we are makig to a prospective cliet? Aswer: No. Presetatios that cotai competitor iformatio must ot be utrue, misleadig, deceptive or fraudulet. Sice the iformatio is oly a rumor, it should ot be icorporated ito ay writte materials preseted to the cliet. Questio: A close fried of mie works for a competitor of Cogizat. He is tryig to develop capabilities i the same practice that I work i at Cogizat. He has asked me to share materials icludig pricig, tools, presetatios, etc. May I do so? Aswer: No. As a Cogizat Associate, you must ot share ay Cogizat or cliet materials, tools, methodologies, etc. with others outside the orgaizatio. 15

17 Compliace with Laws, Rules ad Regulatios Why it is Importat Because today s dyamic global marketplace demads that compaies achieve higher stadards of behavior, it is critical that all Cogizat Associates make busiess decisios that are aliged with our ethical priciples of itegrity, quality ad iovatio. This meas complyig with all laws, rules ad regulatios applicable to the Compay wherever we coduct busiess. Our Commitmet As Cogizat Associates, we must use good judgmet ad commo sese i complyig with all applicable laws, rules ad regulatios. We are expected to ask for advice whe we are ucertai about what to do. Examples of such laws iclude: Atitrust ad competitio laws Bribery ad ati-corruptio laws Evirometal laws Immigratio laws Labor laws Software import/export compliace laws Data privacy laws If we become aware of a violatio of law, rule or regulatio by the Compay, whether by its Officers, Associates, Board Members or ay third party doig busiess o behalf of the Compay, it is our resposibility to promptly report the matter to Cogizat s Director Compliace or the Compay s Geeral Cousel. While it is the Compay s desire to address matters iterally, othig i these Stadards should discourage us from reportig ay illegal activity to the appropriate regulatory authority. These Stadards also do ot prohibit ay Cogizat Associate from testifyig, participatig or otherwise assistig i ay state or federal admiistrative, judicial or legislative proceedig or ivestigatio. We must ever termiate, demote, susped, threate, harass or i ay other maer discrimiate or retaliate agaist aother Associate because he or she reports ay such violatio. However, if a perso kowigly files a false or misleadig report, he or she may be subject to discipliary actio, up to ad icludig termiatio. Examples of Appropriate ad Iappropriate Behavior Do Comply with all laws, rules ad regulatios applicable to the Compay wherever we coduct busiess, icludig eviromet ad gree compay compliace requiremets as per local laws Do t Solicit or accept resources to work o a project that do ot have the correct visa type to perform the services Misrepreset to cliets the visa status of specific resources i order to wi ew busiess or expad a existig relatioship Get ivolved with middleme ad/or the bribig of govermet officials while procurig or leasig lad ad ifrastructure 16

18 Q&A Compliace with Laws, Rules ad Regulatios Questio: A cliet has requested three additioal log-term resources to immediately begi work o a ew project. I kow that it will take at least two moths to process the ecessary paperwork to relocate these resources ito this coutry. Is it OK to brig these associates i o busiess visas for billable work util we ca obtai work visas for them? Aswer: No. Despite our goal to provide rapid respose to customer requests, we must always abide by local laws i the coutries i which we operate. I geeral, local laws prohibit people o busiess visas from performig billable services for our customers. Accordigly, we must work with the Global Immigratio Team to satisfy the customer request i the proper maer. Questio: What ca I do if I do t kow what laws apply to me or wat to lear more about the laws that do? Aswer: You should talk with your maager, your talet maager, our Geeral Cousel or the Director Compliace about which specific laws apply to your job. Cofidetial Iformatio ad Itellectual Property Protectio Cofidetial Iformatio Why it is Importat As Cogizat Associates, we sometimes have access to cliet ad/or Cogizat iformatio that is ot geerally kow to the public ad provides the Compay or our cliets with a busiess advatage. This cofidetial iformatio icludes, but is ot limited to, strategic ad busiess plas, fiacial, sales or pricig iformatio, customer lists ad data, vedor terms with suppliers, system code or desigs, tools, methodologies ad promotioal plas, proprietary computer systems, ad copyrights or trademarks o certai brad ames. Our stockholders ad cliets rely o us to protect this importat busiess iformatio from ulawful or iadvertet disclosure. Our ability to protect the cofidetiality of this iformatio is critical to our ability to obtai ad retai customers. Uauthorized or premature disclosure could have a serious fiacial impact o the Compay ad our cliets ad may subject the Compay ad our Associates to liability, icludig pealties for isider tradig. Our Commitmet As Cogizat Associates, we must maitai the cofidetiality of sesitive iformatio etrusted to us by the Compay, our cliets ad suppliers, except whe disclosure is authorized by a maager (ad legally permissible), or legally madated. We must always: Take appropriate precautios to esure that cofidetial or sesitive busiess iformatio, whether it is proprietary to the Compay or aother compay, is commuicated o a cofidetial basis oly to those Associates who have a eed to kow such iformatio to perform their job resposibilities. Abide by ay lawful obligatios to former employers. These obligatios may iclude restrictios o the use ad disclosure of cofidetial iformatio, restrictios o the solicitatio of former colleagues to work at the Compay ad o-compete obligatios. 17

19 Properly label cofidetial documets. Follow all compay ad cliet policies related to the protectio of cofidetial iformatio, as well as projectspecific security, artifacts-hadlig, o-disclosure, or privacy requiremets. We must ever: Disclose cofidetial iformatio to ayoe except i relatio to their job duties. Misuse cliet or other third-party cofidetial iformatio or itellectual property. Iappropriately discuss, disclose, copy or use ay copyrighted, licesed or cofidetial cliet or third-party iformatio. Discuss cofidetial Compay matters with, or dissemiate cofidetial Compay iformatio to, ay third party outside the Compay, except as required i the performace of our Compay duties ad after a appropriate cofidetiality agreemet is i place. Disclose cofidetial iformatio for persoal gai. We must also otify the Director Compliace or Geeral Cousel if we kow of a situatio i which Compay or customer cofidetial iformatio has bee compromised. Itellectual Property Protectio Why it is Importat Our obligatio to protect the Compay s cofidetial iformatio icludes our itellectual property -- those tools, methodologies, creative ideas ad expressios of our Associates -- because they have commercial value ad are crucial to our ability to compete effectively i the marketplace. Our Commitmet As Cogizat Associates, we must: Disclose ay busiess-related writte works, techological advaces or uique solutios to busiess problems to the Geeral Cousel so that the Compay ca provide appropriate legal protectio. Mark ay writte documets whose cotet is protected uder a trademark with the appropriate symbols such as,, or SM whe usig our works i text. Copyrighted work should cotai the otice (Compay) (Year). Seek guidace from the Geeral Cousel if we suspect that Compay Itellectual Property is beig ifriged, icludig patets or trademarks, or if we have ay questios o the use of patets, trademarks or copyrights. Customer ad Associate Privacy Why it is Importat Our customers ad Associates etrust us with certai iformatio such as accout ad purchasig iformatio, addresses, telephoe umbers, Social Security umbers ad iformatio regardig medical ad other beefits. We have a resposibility to safeguard this iformatio from uauthorized use or disclosure. Our Commitmet As Cogizat Associates, we must: Follow all Compay, Coutry/local ad cliet policies related to data privacy. Provide customer ad Associate iformatio oly to those iside the Compay who have a clear busiess eed for the iformatio. 18

20 We must ot: Give customer iformatio to outside compaies, except as directed by cliets, to coduct our busiess, to stay i compliace with applicable privacy laws, to protect agaist fraud or suspected illegal activity or to provide customer services. Provide Associate iformatio to ayoe outside the Compay without the Associate s prior writte coset, except to verify employmet or to comply with legal requiremets. We must immediately cotact our maager, our talet maager, the Geeral Cousel or the Director Compliace should we believe that such iformatio has bee compromised. Do Do Not Seek Permissio Protect persoally-idetifiable iformatio from loss, misuse, alteratio or destructio Use access cards ad badges while workig o premises where required Label customer artifacts with appropriate copyright statemets List customer ames, logos, project ames or other idetifyig iformatio i exteral resumes or o professioal etworkig sites Share access cards or badges Leave cofidetial iformatio as voice mail messages o iteral or exteral systems From the GIS team to: Take pictures iside Cogizat premises (eed maager approval as well) From the project maager or maager to: Remove hard copies of source code/documets from Cogizat or cliet premises (must be i writig) From the Commuicatio Group to: Use compay or cliet ames, project ames, logos ad other idetifyig iformatio Remove pritouts from priters promptly Lock drawers, cabiets ad rooms before leavig a work area Comply with ope source liceses Leave cofidetial documets i uatteded work areas or o white boards or i discussio rooms Uless appropriate, take pictures iside Cogizat premises without permissio from the GIS team. Use ay ulicesed third party or ope source software without appropriate authorizatio Have coversatios ivolvig cofidetial iformatio i a public place Reuse proprietary software that was built specifically for a cliet uless permissio has bee obtaied to do so. Please cotact the Geeral Cousel for such permissio Icorporate ope source software ito cliet software whe it is cliet policy ot to do so Documet experieces servicig a cliet i a public forum usig actual ames, dates, facts ad figures without appropriate permissio 19