Vadium Technology’s Code of Business Ethics

Vadium Technology maintains the highest standards of integrity when conducting business in the United States and abroad. We build relationships based on trust and respect with our customers, suppliers and community stakeholders.

Vadium Technology’s success in global business transactions depends on our compliance with country-specific constraints and conditions, and sensitivity to local customs. The laws, regulations and conventions governing our international business relationships vary from country to country. It is Vadium Technology’s policy to comply not only with the letter of these laws but also with their spirit. Vadium Technology is also responsible for following certain U.S. laws when doing business outside of the United States. Since violations can result in substantial fines, imprisonment and severe restrictions on the company's ability to do business, it is essential that Vadium Technology employees follow them. If local law conflicts with applicable U.S. law, or if in doubt for any reason, ask for guidance before taking any action.

Our Responsibilities
Vadium Technology employees who conduct business outside of the United States are expected to be familiar with the laws and regulations of each country in which they conduct business, as well as the following laws and regulations:

• The anti-bribery provisions of the Foreign Corrupt Practices Act (FCPA) and the antibribery legislation of the Organization for Economic Co-operation and Development (OECD) Convention
• U.S. anti-boycott laws 
• U.S. Treasury embargo sanctions 
• U.S. export control restrictions.

Vadium Technology employees must:

• Report any FCPA and OECD Convention concerns.
• Seek advice in advance from legal counsel regarding whether a payment is legal and legitimate. 
• Record all payments and transactions accurately and fairly. 
• Report all requests for boycott support or boycott-related information. 
• Obtain technical and legal guidance about export control restrictions when exporting sensitive goods or technology. 
• Seek advice regarding any sensitive political issues in countries where Vadium Technology is doing or considering doing business. 
• Get the training needed to understand laws and regulations governing international transactions.

Employees must not:

• Make payments or give business courtesies directly or indirectly (such as payments to agents, sales representatives or other third parties) if there is reason to believe they will be used illegally. This includes corporate and personal funds. 
• Violate anti-boycott laws, governmental embargoes or export control restrictions or prohibitions.

Related Information
The following are summaries of the key U.S. laws and regulations governing international business. Because most are based on U.S. foreign policy and national security goals, they are subject to change. It is your responsibility to stay updated on changes in these laws.

FCPA and the OECD Convention
The FCPA and OECD Convention legislation make it a crime to promise, offer or give anything of value to a government official or a political party or candidate in order to obtain or retain business or gain any improper advantage. The FCPA covers all countries in which Vadium Technology currently has operations, and the laws implementing the OECD Convention have been ratified by many of those countries.

Anti-boycott Laws
Anti-boycott laws make it illegal to cooperate in any boycotts between foreign countries if the boycotts are not sanctioned by U.S. law.

Treasury Embargo Sanctions
The Treasury Department's Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries, agencies and individuals. Regulations vary depending on the country and the type of transaction.

Export Control Restrictions
To prevent sensitive goods, technology and software from falling into the wrong hands, exports of items sensitive to certain countries and individuals may be restricted or prohibited. These restrictions and prohibitions may also apply to transfers between Vadium Technology, Inc., and its foreign subsidiaries.