Oversight’s Code of Conduct

Our goal is to develop and maintain outstanding products and services that meet the needs of our clients in the global marketplace. It is our policy to comply with all applicable laws, including employment, discrimination, health, safety, antitrust, securities and environmental laws. No director, officer, executive or manager of Oversight has authority to violate any law or to direct another employee or any other person to violate any law on behalf of the company.

All Oversight employees, temporary staff, interns, independent contractors, and consultants (“Staff”) are, and will be held, responsible for the observance of this Code of Conduct. If any Staff member has questions about any section of this Code of Conduct, they should direct all questions to their immediate supervisor, Human Resources, or the Chief Executive Officer. If Staff becomes aware that another Staff member has violated this Code of Conduct, they are obligated to report it to management in a timely manner. Retaliation against Staff who reports a possible violation is strictly prohibited. Failure to comply with any of the provisions of this Code of Conduct subjects Staff to disciplinary measures up to and including termination.

Ethics

Oversight conducts business ethically and with integrity.

1. Business Integrity and Fair Competition

   Corruption, extortion and embezzlement are strictly prohibited. Oversight will not pay or accept bribes or participate in other illegal inducements in business or government relationships. Oversight conducts its business consistent with fair and vigorous competition and in compliance with all applicable anti-trust laws. When conducting business in other countries, it is imperative that employees be sensitive to foreign legal requirements and United States laws that apply to foreign operations, including the Foreign Corrupt Practices Act. The Foreign Corrupt Practices Act generally makes it unlawful to give anything of value to foreign government officials, foreign political parties, party officials, or candidates for public office for the purposes of obtaining, or retaining, business for Oversight. Oversight employs fair business practices including accurate and truthful advertising. Employees must not engage in any activity, which degrades the reputation or integrity of Oversight.

2. Identification of Concerns

   All Staff are encouraged to report concerns or illegal activities in the workplace without threat of reprisal, intimidation or harassment. Oversight will investigate and take corrective action if needed.

3. Privacy

   Oversight safeguards confidential information and uses confidential information solely in connection with the provision of its goods and services. Oversight employs appropriate measures to ensure that company, employee, and client privacy rights are adequately protected.

4. Intellectual Property

   Oversight respects intellectual property rights and safeguards client information.

5. Insider Trading

   Trading while in possession of material information that is not known to the public is strictly prohibited, whether the information is about Oversight or any other company.

Labor

Oversight follows all applicable labor laws of the United States and the states and countries where we have personnel. Oversight is committed to fostering a work environment in which all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. It is Oversight’s policy to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, age, disability, or any other status protected by law.

1. Freely Chosen Employment

   Employment with Oversight Systems is “at will.” This means that employment is for no specific period of time and that either Staff or Oversight are free to terminate the employment relationship at any time, for any reason, and with or without cause.

2. Child Labor and Young Employees

   Oversight does not use child labor.

3. Non-Discrimination

   Oversight provides a workplace free of harassment and discrimination. Discrimination for reasons such as race, color, age, gender, gender identity, sexual orientation, ethnicity, disability, religion, political affiliation, union membership or marital status will not be tolerated.

4. Fair Treatment

   Oversight provides a workplace free of harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of Staff. Oversight will not tolerate the threat of any such treatment.

5. Wages and Benefits

   Oversight pays Staff according to applicable wage laws, including minimum wages, overtime hours and mandated benefits.

6. Freedom of Association

   Oversight respects the rights of Staff, as set forth in local laws, to associate freely, join or not join labor unions, seek representation and join employees’ councils. Staff can communicate openly with management regarding working conditions without threat of reprisal, intimidation or harassment.

Health and Safety

Oversight provides a safe and healthy working environment for its Staff, contractors, and visitors following all applicable federal, state and local laws.

1. Occupational Safety

   Oversight will identify, evaluate, mitigate, track and report occupational health and safety hazards. Staff are encouraged to notify Oversight management immediately if they perceive there is an unsafe condition at work.

2. Emergency Preparedness and Response

   Oversight will identify and assess emergency situations in the workplace and minimize their impact by implementing emergency plans and response procedures.

Management Systems

Oversight shall use management systems to facilitate continual improvement and compliance with the expectations of these principles. The management system elements include:

1. Commitment and Accountability

   Oversight is committed to the concepts described in this Code of Conduct and the management team takes responsibility for ensuring implementation and compliance with the systems and that all Staff are provided with clear and accurate information on the policies.

2. Legal and Client Requirements

   Oversight identifies and complies with applicable laws, regulations, standards and relevant client commitments and will do periodic self-evaluations to ensure conformity.

3. Risk Management

   Suspected violations of this Code of Conduct must be reported promptly. Reports of violations of this Code of Conduct will be investigated by executive management, as appropriate. Staff are expected to cooperate in the investigation of reported violations. Oversight has mechanisms to determine and manage risks in all areas addressed by this document.

4. Documentation

   Oversight maintains thorough and accurate documentation necessary to demonstrate conformance with this Code of Conduct, client commitments and with applicable laws.

5. Training

   Oversight is committed to a training program that achieves an appropriate level of knowledge, skills and abilities in management and Staff to address these expectations.

6. Continual Improvement

   Oversight strives to continually improve by setting performance objectives, executing implementation plans and taking necessary and timely corrective actions for deficiencies identified by internal or external assessments, inspections, and management reviews.