Corporate Governance
Relationships With Vendors/Customers
All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value, or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.
Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must not be accepted or given by employees or immediate members of their family in connection with transactions involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business relations is permitted and, to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct is illegal and strictly forbidden.
Conflicts of Interest
All decisions involving the business or non-business activities of the Company must be made solely in the best interests of the Company. Employees, and directors who are not employees, must not make decisions based on personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have, or appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company’s competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or services from or to the Company for their own benefit or for the benefit of their families or associates. Employees must not accept from others, directly or indirectly, any form of compensation for work or services relating to their responsibilities as Superclick employees. The ownership, as an investor, of the securities of publicly held corporations may normally be disregarded.
Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss it with his or her supervisor.
Inside Information
Important information that has not yet become publicly available about either Superclick or publicly traded companies with which Superclick has business dealings is "Inside Information." Superclick personnel who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in Superclick stock or the stock of another publicly traded company about which the person has Inside Information. Nor may Superclick personnel benefit financially or in any other way by passing on Inside Information to any other person. The use of Inside Information in order to gain personal benefit is illegal regardless of how small the user’s profit from the transaction may be.
An easy way to determine whether information not yet publicly available is Inside Information is to ask whether the dissemination of the information would be likely to affect the market price of the stock of the company in question or whether it would be likely to be considered as important information by investors who are considering purchasing or selling that company’s stock. If the information makes you want to buy or sell, it is likely to have the same effect on others.
If you possess Inside Information, you must refrain from trading the stock of the company concerned, from advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it has been disseminated to the public.
Company Trade Secrets
Proprietary information includes data developed or assembled on Company time or at Company expense, that is unique in the sense that the end result is not readily available generally without a like expenditure of time and money, even though the basic data is known or observable. Trade secrets include all data unique to the Company and discoverable only by employees in certain positions in the Company. Information in these categories is the property of Superlick Incorporated, and any misapplication or misappropriation of that property may prompt legal action by the Company.
No one should share proprietary information or trade secrets of Superclick with anyone outside the Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or accept from anyone outside the Company any proprietary information or trade secrets of another company. The Company has no interest either in receiving or using any proprietary information or trade secrets of other companies, because to do so would be unethical and improper.
Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first bringing the matter to the attention of the Legal Services Department.
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