A FEW WORDS FROM OUR CEO

Qmulos has been built as a different kind of company–one that genuinely strives to assist customers to achieve their mission objectives and control costs. Qmulos has been built not only on great character, honesty, strong morals and values and hard work but a practical approach based on total commitment to performance and integrity. We are proud to have talented and team oriented professionals.

The Qmulos Code of Business Conduct and Ethics (the “Code”) is one of the ways we put our core values into practice. The Code is built on the premise that everything we do is held to an elevated level of ethical business conduct. Every person involved with company in any way is expected to conform to and embody these standards.

The importance of our policies and procedures, ethics and standards, and respect for company and client assets and premises cannot be understated. These are essential aspects of our business which build a successful team and satisfied customers.

If you have any questions after reviewing the Code, please feel free to bring them to the attention of Human Resources at HR@qmulos.com.

OUR VALUES
Qmulos is building a company that our employees can be proud of, customers value, and partners support. We strive to create an environment where Qmulites are challenged, growing, valued, energized, and happy. All the while, we aim to provide products and services that are highly valued by our customers. At the end of the day, it isn’t just what we do at Qmulos, it’s how we do it.

SUMMARY

Employees of Qmulos are expected to conduct themselves in responsible, respectful, professional, lawful, and ethical manners. Additionally, open communication and team work with supervisors, managers, colleagues, and clients is encouraged and expected of each Qmulos employee. The Company has a zero tolerance for any work place violence, drug or alcohol use, insubordination, sexual harassment, and bullying behavior.

Inappropriate behavior and fraudulent acts should be reported immediately to supervisors and Human Resources. Activities reported will be appropriately investigated. Upon completion of appropriate investigations, Qmulos will determine appropriate means of resolution. Employees found to be conducting themselves in violation of Qmulos policies may be subject to appropriate disciplinary action, up to and including termination. The provisions of this code of conduct apply to all Qmulos employees. The codes are unequivocal and a condition of continued employment. Under certain conditions, violations of this code could lead to criminal prosecution.

WHO MUST FOLLOW OUR CODE?
All employees, officers and board members are required to read, understand, and follow the Code and to raise any concerns or potential violations of the Code. Failure to do so may result in disciplinary action up to and including termination of your relationship with Qmulos, in accordance with applicable local law. We also expect Qmulos partners, contractors, consultants and others who may perform work or services for Qmulos to follow the Code to the full extent that it applies to their work with and on behalf of Qmulos. If you are concerned about something, we expect you to speak up.

ROLE OF MANAGERS
Managers play a pivotal role in supporting our Code and our values. As company leaders, managers are responsible for setting the tone for their teams and are expected to hold themselves to the highest ethical and professional standards. Managers must ensure that each person on their team understands and complies with the Code and Qmulos’ corporate policies and guidelines. Managers at all levels lead by example and play a vital role in answering questions and resolving and escalating matters appropriately. In addition, certain policies and guidelines require managers to proactively review and approve employee activities. Managers are expected to escalate any concerns through appropriate reporting channels including, the Legal counsel, Finance, or Human Resources.

Managers: How to Respond to Questions and Concerns

If approached with a question or concern regarding the Code or any other policy, listen carefully and make sure you understand the concern that is being raised. Ask clarifying questions for additional information.

Answer any questions that you can, but do not feel that you must give an immediate response. Seek help if you need it. If an employee raises a concern that may require investigation under the Code, immediately contact our Legal counsel, Finance, or Human Resources.

THE CODE AND THE LAW
We are subject to many different laws internationally, including those relating to employment, governance, compliance, and data privacy and security laws. We each have a responsibility to be aware of and compliant with the laws that apply to Qmulos’ business. While these laws may appear straightforward, we understand that their application can sometimes be complex. Qmulos’ Code, policies and guidelines are intended to help you navigate applicable laws and regulations. Qmulos has adopted a higher standard, and in many instances, the Code and our policies and guidelines exceed Qmulos’ legal requirements. However, if a provision of the Code or another corporate policy or guideline ever conflicts with an applicable law or regulation, then Qmulos follows the applicable law. We are all expected to maintain a general understanding of the topics covered by the Code and our policies, and to identify any potential issues to our managers or the Legal counsel. Qmulos also expects you to comply with all applicable Qmulos policies and guidelines, the local Employee Handbook if/as applicable, and your individual agreements with Qmulos. Compliance is everyone’s responsibility. If you are uncertain which Qmulos policies and guidelines apply to you or what course of action to take, consult our Legal counsel before proceeding.

OUR CODE

  1. Treat Others With Dignity and Respect

Each of us is expected to foster a respectful, non-retaliatory workplace environment that is free of harassment, intimidation, bias and unlawful discrimination of any kind. This includes handling customer and internal employee data with respect and in accordance with the secure practices outlined in our policies.

Positive Environment
We’re committed to making Qmulos a place where all people can thrive. Qmulos will not tolerate discrimination, harassment or retaliation of any type.

Qmulos prohibits discrimination and harassment in any form — verbal, physical, virtual, visual or otherwise. If you believe you’ve been discriminated against or harassed by anyone at Qmulos, or by a Qmulos partner, vendor or other person, immediately report the situation to your manager or Human Resources. Managers who learn of any such situation must immediately report it to Human Resources or to our Legal counsel. Qmulos will promptly investigate and take appropriate action.

  1. How can I recognize if someone’s behavior is actually a form of unlawful discrimination, harassment or retaliation?
  2. What is considered unlawful harassment varies from country to country. Examples of unlawful discrimination or harassment may include, but are not limited to:
  • Derogatory comments including gestures or jokes based on a legally protected Characteristic, which may include gender, race, religion, national origin or sexual orientation
  • Sexual advances or innuendo
  • Verbal or physical threats
  • Offering employment benefits in exchange for sexual favors
  • Displaying material that is derogatory, demeaning or offensive regarding race, gender, or other protected characteristics.

Regardless of whether it’s considered unlawful, Qmulos will not tolerate any behavior that creates an intimidating, hostile or offensive work environment. Any such behavior has no place at Qmulos.

Equal Opportunity Employment
Employees are hired based solely on employment requirements measured against the qualifications of each individual applicant.

Qmulos does not and will not tolerate nor condone discrimination due to age, race, color, religion, sex, national origin, veteran status, or disability. We will comply with the spirit and letter of all local, state, and federal laws pertaining to employment. Furthermore, we will not discriminate due to age, race, color, religion, sex, national origin, veteran status, or disability when making decisions regarding termination of employees.

Healthy and Safe Workplace
Qmulos is committed to protecting the health and safety of our employees, visitors and the public. This includes a commitment to environmentally sustainable practices and promoting the sustainable use of resources.

All employees, contractors, consultants and others are expected to comply with health and safety laws and Qmulos policies. Qmulos does not tolerate any level of violence or the threat of violence in the workplace. Under no circumstances may anyone bring a firearm, explosive or other dangerous weapon or substance to work, to any Qmulos-sponsored events, or to any off-site location where Qmulos business is conducted. In the event of potential violence or a dangerous situation, immediately contact local law enforcement and report it promptly to Global Safety and Security, your manager, Human Resources or our Legal counsel.

Drugs and Alcohol
Possession and use of alcohol, illegal drugs, or other illegal substances is not permitted on company property and client sites. Furthermore, employees are not permitted to report for duty while under the influence of alcohol, narcotics, illegal drugs, or other illegal substances. Employees failing to adhere strictly to this policy will be subject to disciplinary action, up to and including termination.

Employees are required to report any possession of alcohol, drugs, narcotics, or illegal substances to the immediate supervisor and the Human Resources department.

Human Rights and Dignity
Qmulos respects the protection of internationally proclaimed human rights. Qmulos is committed to upholding the fundamental human rights of our fellow employees, and we expect our vendors, partners and others who provide services on behalf of Qmulos to adhere to the same high standards. Qmulos rejects all forms of child, forced, or slave labor and prohibits unlawful discrimination.


  1.  Act Honestly, Ethically, and Lawfully

Avoid Conflicts of Interest
We have an obligation to always do what’s best for Qmulos. A conflict of interest can arise if our private interests interfere, or appear to interfere, in any way with the interests of Qmulos. We should avoid even the appearance of a conflict of interest.

The following situations may give rise to a conflict of interest or the appearance of a conflict. Keep in mind that as circumstances change, a situation that previously did not present a conflict of interest may become one. Determining whether something is a conflict of interest isn’t always easy. When in doubt, reach out to your manager and the Legal counsel.

Outside Employment, Advisory Roles, Board Seats and Starting Your Own Business
Accepting employment, advisory positions, board seats or other affiliations with Qmulos competitors, customers, vendors or business partners could, or could appear to, influence our judgment in a way that could harm Qmulos. In addition, engaging in outside employment or contract work may also create a conflict or the appearance of a conflict depending on the work being done and the time commitment required. Notify your manager and seek approval from our legal counsel before accepting or engaging in any of these opportunities. We should not start a business that competes with Qmulos’ current or foreseeable future business, affects our ability to do our job at Qmulos, or uses Qmulos confidential or proprietary information or resources without appropriate written approval.

In addition to this Code, additional obligations arise under the non-disclosure or any invention assignment and confidentiality agreements you may have in place with Qmulos.

Business Opportunities Found Through Work
Business opportunities discovered through our work with Qmulos belong to Qmulos. Additionally, you may not compete with Qmulos directly or indirectly. We’re all expected to lawfully advance Qmulos’ interests.

Inventions
Developing or helping to develop inventions outside of Qmulos that (i) relate to Qmulos’ existing or reasonably anticipated products or services; (ii) relate to your position at Qmulos; or (iii) are developed using Qmulos confidential or proprietary information or resources likely create conflicts of interest. Refer to your employment agreements you may have with Qmulos for additional obligations.

Friends and Relatives
Avoid participating in any situation in which you are hiring, managing, supervising or conducting Qmulos business with a relative, spouse, significant other or any other individual which could impair or have the appearance of impairing your objectivity.

Qmulos does allow family members and relatives of employees to be considered for employment, provided they are qualified for the position and no other conflict of interest exists. Final hiring decisions will be the exclusive responsibility of the President upon positive recommendation from the Human Resources department.

Co-Worker Relationships
Romantic relationships between coworkers can create a conflict of interest or the appearance of a conflict of interest, depending on the work roles and respective levels and positions of the coworkers involved. You are responsible for avoiding situations where your personal relationships may create a conflict of interest or the appearance of a conflict of interest.

All employees should refrain from engaging in a romantic relationship with anyone they supervise, with anyone in their direct reporting line.

Use of Qmulos Products and Services
We may not use Qmulos products, services or information in a way that improperly benefits us or our friends and relatives.

Endorsements and Political Activity on Qmulos’ Behalf
Qmulos encourages interest and participation of its employees in public affairs and political activities.

However, such activities cannot be conducted in Qmulos’ name or at Qmulos and clients premises. Associating Qmulos with, or indicating Qmulos endorsement for, any civic, nongovernmental, religious, political or professional association without approval from Qmulos is strictly prohibited. Additionally, speaking on any public issue or making a political campaign contribution on behalf of or as a representative of Qmulos without Qmulos’ written consent is not permitted. We are free to contribute to and endorse political campaigns or activities in our personal capacity, but in doing so must not suggest any endorsement by Qmulos, including by signing a personal comment with our Qmulos title or with any reference to Qmulos. We are required to obtain approval in advance from Qmulos’ Legal counsel for any Qmulos business activity that involves lobbying, or communication with, any member or employee of a federal, state, or local legislative body or executive branch entity. This includes retaining third parties to act on Qmulos’ behalf.

Accepting Gifts, Entertainment and Other Business Courtesies
Accepting gifts, entertainment and other business courtesies from a competitor, customer, vendor or business partner often creates the appearance of a conflict of interest, especially if the item is lavish. Generally, acceptance of inexpensive “token” non-cash gifts is permissible. In addition, infrequent and moderate business meals and entertainment with outside companies can be appropriate aspects of many Qmulos business relationships, provided they aren’t excessive, don’t create the appearance of impropriety and further the business relationship between Qmulos and the outside company. As this is an area of intense scrutiny, subject to significant civil and criminal penalties and may run counter to Qmulos’ high expectations and ethical practices, it is strongly recommended that before accepting any gift or courtesy, you consult with your manager, and be mindful that you may need to obtain manager or legal counsel’s approval in advance.

  1. How can I identify a potential conflict of interest?
  2. Ask yourself:
  • Would this activity benefit, or appear to benefit, me, my friends or my family, at the expense of Qmulos?
  • Would this activity harm my or Qmulos’ reputation, negatively impact my ability to do my job at Qmulos, or potentially harm Qmulos?
  • Would this activity embarrass Qmulos or me if it showed up on the front page of a newspaper or in a blog?

If the answer to any of these questions is “yes,” the relationship or situation is likely to create a conflict of interest, and you should avoid it or seek guidance from your manager or our legal counsel.

Disclosing Personal Interests

If you have a significant financial interest in a transaction involving Qmulos — including an indirect interest through a relative or significant other or a business entity —  you must disclose that interest and seek guidance. This is called a “related party transaction” and must be conducted in such a way that no preferential treatment is given to that business.

  1. What are some scenarios where conflicts of interest may arise?
  2. Below are a few examples of ways conflicts of interest may arise:
  • Doing business with relatives, significant others, or close friends
  • Doing work that competes with Qmulos’ business
  • Outside employment or contracting work
  • Using Qmulos’ property, time, resources, information, relationships or position for personal gain
  • Joining an advisory board or board of directors of another company
  • Writing books or participating in speaking engagements that divulge sensitive information
  • Acquiring ownership interest in companies that compete or partner with Qmulos

    Conduct Business Fairly, Openly and Responsibly
    Qmulos competes based on the merits of its people, products, and services. Qmulos does not condone, support, or tolerate behavior that compromises its ability to compete fairly on the basis of merit.

Be Honest and Trustworthy in Your Dealings with Others, Including Customers, Partners and Vendors
We are passionate about our customers and products. To establish and maintain strong, long-lasting relationships, we must act with integrity and be honest and trustworthy in all of our dealings with customers, partners, vendors and other third parties. While involved in proposals, bids or contract negotiations, we must communicate honestly. We must only enter into agreements on behalf of Qmulos that contain terms which Qmulos can honor. We should never take advantage of others through manipulation, concealment, abuse of confidential or proprietary information, misrepresentation of material facts, anticompetitive conduct or any other unfair practice. We must honor the commitments we make to our customers and partners regarding how we will use the data we collect from them. If you have any questions about your use of data, contact legal counsel.

Comply with Antitrust and Competition Laws
We must fully understand and comply with all applicable antitrust and competition laws and any Qmulos policies, guidelines or rules of engagement that reflect these laws. Certain conduct is absolutely prohibited under these laws and could result in severe penalties for Qmulos, individual liability and even jail. These issues include price fixing, bid rigging, colluding with competitors or abusing market power. Since Qmulos operates globally, we must remain mindful that the laws of other countries in which our conduct has an effect may apply. If you have any questions about a particular activity, including channel pricing, contact the legal counsel.

Examples of prohibited conduct under Antitrust and Competition Laws

  • Agreeing with competitors about prices
  • Agreeing with competitors to rig bids or to allocate customers or markets
  • Agreeing with competitors to boycott a supplier or customer
  • Sharing competitively sensitive information (e.g., prices, costs, margins, distribution, etc.) with competitors
  • Entering into a business arrangement or engaging in conduct with the sole purpose of harming a competitor                         
  • Using Qmulos’ size or strength to gain an unfair competitive advantage

Competitors and Former Employers
Qmulos competes vigorously, but fairly, with our competitors. We don’t want, nor will we use, confidential information of our competitors or our employees’ former employers. This includes not only items such as customer lists, pricing information or trade secrets, but also confidential corporate data that you may have been exposed to at a prior place of employment. You should think of confidential corporate data, even if anonymized or de-identified, as a third-party corporate asset that you may not bring into Qmulos. We may use any publicly available information about competitors or other companies, but we may not unlawfully acquire or misuse their trade secrets or other confidential information, including data. If you come into possession of a third party’s confidential information without their consent or if you are uncertain if appropriate consent was given, contact our legal counsel immediately.

You are also expected to comply with any continuing obligations to a former employer, which may include various restrictions identified in prior employment agreements. For example, and depending on applicable laws, you may be prohibited from soliciting former colleagues to work at Qmulos, or you may be prohibited from competing against a former employer. Please remember that agreements between you and your former employer create individual obligations that can create personal liability. Qmulos also expects you to meet your continuing obligations to Qmulos should you move to another company.

Follow Trade Control and Antiboycott Laws
U.S. and international trade laws control where Qmulos can send or receive its products and/or services. The U.S. and other countries restrict the export (and in some cases, import) of goods, software, and technology, such as encryption technologies, that could have military or other applications and could pose a threat to the interests of the country restricting the export. Additionally, the U.S. government restricts exports of nearly all goods, software, and technology to certain sanctioned countries, persons and entities, and broadly prohibits other types of transactions or dealings with these countries, persons and entities. An export can also include the disclosure of controlled U.S.-origin technology or software source code to any non-U.S. person, whether that person is in the U.S. or another country. Further, U.S. antiboycott laws prohibit and penalize U.S. companies and persons from participating in or agreeing to participate in unsanctioned non-U.S. boycotts, such as the Arab League boycott of Israel.

If you are involved in sending or making available Qmulos software, services, or any form of technical data from one country to another, work with your manager to be sure that the transaction stays within the bounds of applicable laws. Consult policies on U.S. Export Control Compliance for more information. This is a complex and technical area. We should always seek help if we have any questions about international trade matters.

  1. Q. What is an unlawful export under U.S. law?
  2. What constitutes an unlawful “export” can include but is not limited to:
  • Exposing or allowing access by a non-U.S. national to controlled U.S. technical data (in the U.S. or abroad), or exporting without authorization to someone on a sanctions/denied person list or in an embargoed country 
  • Permitting the download of software from the U.S. into an embargoed country or by a sanctioned/denied person
  • Transporting technical data or software on your laptop, or tools or equipment in your luggage to an embargoed country

    Q. To which countries, entities or persons is Qmulos prohibited from exporting products under U.S. export laws?

  1. The U.S. government maintains a number of embargoes and sanctions programs against countries, entities and persons. As of February 1, 2019 U.S. law prohibits exports to: Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine.

There are also targeted sanctions against certain countries and lists of prohibited persons and entities to whom Qmulos cannot export. These U.S. lists can be found at:  https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern.

The U.S. government will also impose restrictions on certain types of goods, technology, software or services to countries not on the banned lists. In addition to U.S. sanctions, since Qmulos operates globally, we may be required to comply with sanctions levied by other applicable jurisdictions.

Advertise and Market Truthfully
Truthfulness is an important component of maintaining integrity. We have a legal and ethical responsibility to ensure that all of our advertising is truthful and not deceptive. We must market Qmulos products and services based on their merits. We must also have substantiation for any public statements we make about our — or a competitor’s — products, services or company. This obligation applies to any social media “influencers” or anyone who may endorse Qmulos products on social media or otherwise. This is not only required by law but is something we owe to our customers, prospective customers and others.

Assist With Required Public Communications and Filings
Qmulos may be required to file periodic reports and other documents with regulatory authorities and may make other public communications, such as issuing press releases. We are expected to provide complete, accurate, fair and timely information to help Qmulos with its reporting and disclosure obligations and public communications. If you believe that any disclosure is materially misleading or if you become aware of any material information that you believe should be disclosed to the public, notify our legal counsel immediately.

Comply With Anti-Bribery Laws
Like all global businesses, Qmulos is subject to domestic and international laws that prohibit bribery. The rule is simple — don’t bribe or accept a bribe from anybody, at any time, for any reason. Also remember that cultural “norms” are never an excuse to make a bribe. As this is an area of intense scrutiny, subject to significant civil and criminal penalties and may run counter to Qmulos’ high expectations and ethical practices, be extremely careful when giving gifts or paying for meals, entertainment, or other business courtesies on behalf of Qmulos. Avoid the possibility that the gift, entertainment or other business courtesy could be perceived as a bribe by providing such courtesies infrequently and keeping their value moderate. Never give cash or cash equivalent gifts (e.g., gift cards), or lavish gifts or courtesies. Any gift, entertainment, or courtesy must be directly related to a legitimate business purpose, such as discussing or educating the third party about Qmulos or its products or services, and it must be properly and accurately expensed and reported in our financial records. Consult Qmulos’ legal counsel if you have any questions.

Interacting With Government Officials
Offering gifts, entertainment, business courtesies or other things of value that could be perceived as bribes becomes especially problematic when interacting with a government official. The definition of “government official” is broad and includes any national, regional, or local government employee, candidate for public office, or employee of government owned or controlled companies or enterprises, public international organizations, public universities, or political parties. In addition to higher-level employees, government officials can also include administrative employees, such as assistants, secretaries or clerks. Things of value include traditional gifts, but also things like meals, travel, entertainment, political or charitable contributions, and job offers for government officials’ relatives.

By contrast, it may be permissible to make infrequent and moderate expenditures for gifts and business entertainment for government officials that are directly tied to promoting our products or services (e.g., providing a modest meal at a day-long demonstration of Qmulos products), assuming they are permitted under local law and the official’s internal policies. Payment of such expenses may require pre-approval. If you aren’t sure what to do, contact our Legal counsel.

In the U.S., strict rules apply that severely limit the ability of a company or its employees to give gifts or business courtesies to a U.S. federal, state or local government official, and limit the official’s ability to accept such gifts. This includes gifts or courtesies to members, officers and employees of the U.S. Senate and House of Representatives, as well as to employees of the U.S. executive and judicial branches. U.S. state and local government officials are also subject to legal restrictions. For additional information please contact the Legal counsel.

Recording Gifts and Expenditures
Under the anti-bribery laws, we also have a legal duty to maintain accurate books and records. Each of us is required to accurately and completely describe all expenditures, and we must never mischaracterize the nature or the amount of any expenditure, gift or other transaction.

Choose Partners With High Ethical Standards
Qmulos’ consultants, channel partners and other third parties may at times represent Qmulos in the marketplace and their actions may be attributed to Qmulos. We must make sure their conduct properly represents Qmulos and our standards and values. Before engaging such third parties, conduct careful and proper due diligence.

  1. What is considered a “bribe”?
  2. While the definition varies from country to country, generally, a bribe is the giving, paying, promising, offering or authorizing the payment — directly or indirectly through a third party — of anything of value to someone to persuade that person to help obtain or keep business. For example, cash, gifts, donations to a cause supported by the recipient, or a job or internship to a family member of the recipient each may be considered bribes in certain situations. This is true even if you provide the “thing of value” from your personal finances. 

Select Good Business Partners

Who we do business with has a direct impact on our reputation and may have business or legal implications. By virtue of their role, many business partners will represent Qmulos and may be a customer’s only interaction with Qmulos. When selecting a consultant, channel partner, or other third party, always engage only those that we trust will properly represent us and our values. Watch out for questionable business practices such as:

  • Requesting payments in a different country or to a third party
  • Requesting cash or untraceable funds
  • Failing to disclose an affiliation with a government official or organization
  • Appearing unqualified or having no prior professional experience
  • Lack of necessary staff or facilities to perform the services agreed to
  • Inexperience with or lack of knowledge about secure data handling practices
  • Requesting unusual discounts or payments
  • Lack of adequate financial record keeping

    Because Qmulos can be held accountable for their actions, third parties who are engaged as our agents or representatives, such as distributors and resellers, are required to go through a comprehensive background check before becoming a Qmulos partner.

    Political Contributions
    You may not use any Qmulos funds or assets, or seek reimbursement, from Qmulos for contributions to any political candidate including any federal, state, local, or other political candidate, political party, political action committee or political advocacy group. Any participation or contribution to public policy developments on behalf of Qmulos must comply with applicable law and requires prior written approval by the General Counsel. If you have any questions about a political contribution, please reach out to the Legal counsel for guidance.

    Public Sector Sales
    Public sector entities can include U.S. federal, state, local and educational entities and their equivalents in other countries. When a public sector entity is our customer or the ultimate end customer, we are subject to different and often stricter requirements than when we work with commercial customers. If your work involves a public sector entity, you are responsible for knowing and complying with all applicable requirements. These requirements can be complex, and a violation can lead to serious financial and reputational harm for Qmulos including a prohibition on Qmulos doing business with the government. If you have any questions about your work in the Public Sector, please contact the Legal counsel to discuss.

    Comply With Money-Laundering Laws
    Money laundering is an attempt by individuals or organizations to hide or disguise the proceeds of criminal activity through a series of otherwise legitimate business transactions. Qmulos does not tolerate the misuse of its systems as a vehicle to launder proceeds from improper activities. Qmulos forbids knowingly engaging in transactions that facilitate money laundering or result in unlawful diversion of funds. Promptly contact the Legal counsel if you become aware of any suspicious transaction or activity.

    Comply With Other Laws
    Qmulos may be subject to other local, state, or federal rules, regulations, and laws in each of the countries in which we do business. For example, as we conduct business with the U.S. Federal government, we are subject to the requirements set forth in the Federal Acquisition Regulation (FAR). Our legal counsel is here to communicate and educate us on these and other applicable rules, regulations and laws. If you have any questions about our compliance with laws, contact the legal counsel.

    III. Preserve Confidentiality
    Qmulos believes that the more we know about our goals, strategies, and initiatives, the more we are able to contribute to Qmulos’ success. While openness is key to who we are and what we believe, we have an equally important obligation to balance that openness against our obligation to share confidential information — customer, employee, vendor or partner — with only with those who “need to know” and to secure it properly.

Qmulos’ “confidential information” includes all kinds of data — customer, financial, employee, product, vendor and partner but some examples include:

  • Financial results and metrics
  • Customer information stored in the cloud
  • Personal or business contact information stored in business tools such as Salesforce
  • Other personally identifying information, such as personal health or financial information, visitor or employee kiosk information, including photos, and biometrics
  • Personnel records
  • Names and lists of customers and partners
  • Contracts or proposals related to nonpublic business plans
  • Product plans, roadmaps and designs
  • Marketing strategies
  • Pricing policies
  • Proprietary source code
  • Information concerning potential or future mergers, acquisitions or divestitures
  • Internal email and other communications
  • Information concerning litigation matters and government inquiries and investigations
  • Strategic initiatives and plans

    At times, a particular project or negotiation may require disclosure of confidential information to another party. Disclosure of this information should be on a “need to know” basis and only under a non-disclosure agreement.

Be mindful of inadvertent disclosures of confidential information as well. For example, if you take any pictures, video or audio recordings in the office, it is up to you to be sure that those pictures and recordings don’t inadvertently capture confidential information. In some cases, those recordings may not comply with local law or Qmulos policy. Be thoughtful about what you make visible to others on whiteboards, computers, laptops and at your desk. Keep a clean desk and shred copies of printed materials containing confidential information when no longer needed.

Do not disclose confidential information about Qmulos or any of our third parties to friends, significant others, neighbors, or family members, and don’t solicit confidential information from them about their companies.

Please note that nothing in this Code prohibits any rights or protections you may have to disclose confidential information in limited circumstances under local law. Please see your local Employee Handbook or your employment agreement with Qmulos for further guidance.

  1. How do I keep information confidential?
  2. Don’t disclose confidential information outside of Qmulos without authorization and proper protections in place, such as a non-disclosure agreement and confidence in the reliability of the receiving party to maintain confidentiality. However, our responsibilities extend beyond not disclosing confidential material — we must also:
  • Properly secure, label and (when appropriate) dispose of confidential material
  • Safeguard confidential information that we receive from others under non-disclosure agreements
  • Take steps to keep trade secrets and other confidential intellectual property secret
  • Only accept as much confidential information from third parties as you need to accomplish your business objectives, even after a nondisclosure agreement is signed
  • Confirm that all such information is properly used and returned or destroyed when appropriate

    Outside Communications and Research
    Be thoughtful before posting opinions or information about Qmulos on the internet, including social media. Even if the information is not confidential, the statements may be unintentionally attributed to Qmulos. Avoid making personal comments or providing personal opinions that may be seen as an endorsement by, or attributable to, Qmulos. Do not speak on behalf of Qmulos unless you have been specifically authorized to do so. We should never discuss Qmulos or third-party confidential information on social media or elsewhere. We should never discuss Qmulos with the press, investors or analysts unless we’ve been explicitly authorized to do so by Corporate Communications or Investor Relations. Get approval from your manager and Corporate Communications or Investor Relations before accepting any public speaking engagement where you will be discussing Qmulos, its products or services, or your role.

    Government, Law Enforcement and Regulatory Inquiries and Investigations
    Immediately consult with our Legal counsel if a government or law enforcement officer or regulator requests any disclosure about Qmulos or our business activities. We are expected to work with our Legal counsel in responding to requests by government and law enforcement officers and regulatory authorities to ensure appropriate responses and to avoid inappropriate disclosure of privileged or confidential materials.

    IV. Protect and Respect Qmulos’ Assets 
    We are committed to protecting Qmulos’ assets. Our ability to do so depends on how well we conserve our resources and the steps we take to protect them.

    Security and Data Protection Obligations
    Qmulos has a responsibility to safeguard customer, employee, vendor and partner information in accordance with our Acceptable Use and IT Security policies, methods and standards. At times we may need a third party to access, collect, use, share, transfer or store (“process”) confidential information, including personal and sensitive information (described in the “Personal Information” section below), on our behalf. In these instances, we conduct assessments to verify that the third parties meet Qmulos’ privacy and security standards and require that they enter into contracts with Qmulos confirming that our standards will be met. Before allowing a third party to process confidential information, be sure that the appropriate privacy and security assessment has been conducted, and any required contracts have been entered into with the third party. Engage the Procurement team, and they will also help you fulfill these requirements.

    Security and Data Protection Obligations

At times we may need a third party to handle, store, collect or process sensitive or confidential information on our behalf. In these instances, be sure to conduct the appropriate due diligence, engage the information security operations team and have the appropriate agreement in place before you disclose the information.

Personal Information
We respect laws applicable to Qmulos’ business regarding the protection of “personal information” (meaning names, contact information — personal or business — financial or credit card account numbers, photos, social media posts, IP addresses, or such other information that identifies or may lead to the identification of an individual), and its subset, “sensitive information” (meaning information regarding the health, biometrics, race, ethnicity, sexual orientation or political beliefs of an individual). We may process personal information only in compliance with our policies, contractual obligations and the law. We are required to observe appropriate safeguards and security measures when processing personal information. If you are uncertain what they are, consult Qmulos’ Acceptable Use Policy, security policies, and data protection principles. For questions or concerns about our privacy obligations, contact our Legal counsel.

Intellectual Property
Qmulos’ intellectual property rights (e.g., our source code, patents, trademarks, designs, logos, copyrights, trade secrets and “know-how”) are among our most valuable assets and provide Qmulos with a competitive advantage. Unauthorized use can lead to loss of value and may be catastrophic to our business. Maintaining the confidentiality of Qmulos’ trade secrets and other confidential information is an important element of protecting Qmulos’ intellectual property. Corporate Communications should approve any third-party use of Qmulos’ intellectual property, including Qmulos’ trademarks and logos, in advance. Report any suspected misuse of inventions/technology, source code, trademarks (including domain names owned by others that appear to implicate Qmulos trademarks), logos, copyrighted content/materials, or other Qmulos intellectual property to our legal counsel. Likewise, respect the intellectual property rights of others. Inappropriate use of others’ intellectual property may expose Qmulos and you to criminal and civil liability. Seek advice from our legal counsel before soliciting, accepting or using proprietary information from others, or letting others use or access Qmulos proprietary information. We must also check with our legal counsel before developing a product that uses content that does not belong to Qmulos, such as open-source software, copyrighted material and third-party components.

Open Source 
Consistent with our policy of respecting the valid intellectual property rights of others, we strictly comply with the license requirements under open-source software licenses. Failing to do so may lead to legal claims against Qmulos, as well as significant damage to our reputation. You must follow approved guidance and usage policies from our Legal counsel before using or incorporating open-source code into any Qmulos product, service, or internal project.

Qmulos Data
Qmulos acquires data from various sources — customers, employees and third parties. You should treat data just as you would any physical asset and assume that Qmulos, its customers, employees, vendors or partners may have an ownership interest in it. We have an obligation to protect data, as we do any other asset, and to use it lawfully, in accordance with the relevant agreements, Qmulos policies and our customers’, employees’, vendors’ and partners’ expectations.  If you aren’t sure what they are, consult our Legal counsel.

Qmulos Equipment, Facilities and Other Resources and Amenities
Qmulos provides us the tools, equipment and amenities to do our jobs effectively, and we are counted on to be responsible and not wasteful. Qmulos funds, equipment, and other physical assets are not to be used for purely personal use. Internet use that is not strictly Qmulos-related during business hours should be minimal. For questions, ask your manager or Human Resources. Qmulos is also committed to sustainable business practices, which includes complying with all applicable environmental laws and regulations, promoting the sustainable use of resources, and minimizing waste.

Audit and Supervision
While Qmulos respects employee privacy, we should not assume that the business information that we access, store or share on our computers, tablets, mobile devices or telephone equipment used in conducting Qmulos business are private or confidential. Subject to local laws and under the guidance of our Legal counsel, Qmulos may monitor, search and review such items and our desks, cubicles and other items stored on Qmulos’ premises where there is a business need such as protecting employees and customers, maintaining the security of resources and property, or investigating suspected misconduct. Qmulos may be required by law (e.g., in response to a subpoena or warrant) to monitor, access and disclose the contents of corporate email, voicemail, computer files and other materials on our electronic facilities or on our premises.

Additionally, in order to protect our employees, assets and business interests, Qmulos may ask to search our personal property, including satchels and bags, located on or being removed from Qmulos locations. We are expected to cooperate with all such requests. We, however, should not access another employee’s workspace, including email and electronic files, without prior approval from our legal counsel. If we leave Qmulos for any reason, we must return all Qmulos assets, such as documents and media, which contain Qmulos proprietary or confidential information, and we may not disclose or use that information. Also, Qmulos’ ownership of intellectual property, which we created as a Qmulos employee, continues after we leave Qmulos. Qmulos has and will continue to take every step necessary, including legal measures, to protect its assets.

Electronic Security
Qmulos’ communications and the networks and hardware that support them (collectively, “Communications Network”) are critical Qmulos assets. Be sure to follow our IT and Security-related policies, including our Acceptable Use Policy, when leveraging Qmulos’ Communications Network, whether you do so over your Qmulos-issued laptop, mobile device or other personal communications equipment. If you have any reason to believe that our network security has been compromised, immediately report the incident to Qmulos Global Security. Examples may include reporting a lost or stolen laptop or mobile device containing Qmulos communications or information, or a compromised password or other similar credentials.

Physical Security
We should take all reasonable steps to protect against loss or theft of any Qmulos assets or personal belongings. We should always secure our laptop (put it in a locked drawer overnight at the office), important equipment, and our personal belongings, even while on Qmulos’ premises. Don’t tamper with or disable security or safety devices. Watch people who “tailgate” behind you through our doors. In addition, we must all take steps to ensure our personal safety while traveling and working in other Qmulos offices. Always be mindful of your surroundings and take care to avoid any situations in which you do not feel comfortable. Promptly report any suspicious activity to Facilities or Security.

V. Ensure Financial Integrity and Personal Responsibility
Financial integrity, fiscal responsibility and accurate reporting of our financial results and condition are core aspects of corporate professionalism and required by law. Each person at Qmulos — not just those in Finance — has a role in making sure that money is appropriately spent, financial records are complete and accurate, internal controls are honored, and that financial statements and other public and regulatory filings and communications are complete, timely and accurate. This matters every time we hire a new vendor, record an expense, enter into a new business contract, or enter into any transactions on Qmulos’ behalf. To make sure that we get this right, Qmulos maintains a system of internal controls to reinforce our compliance with legal, accounting, tax and other regulatory requirements in every location in which we operate. If you believe that any disclosure is materially misleading or if you become aware of any material information that you believe should be disclosed to the public, notify our legal counsel immediately.

We have an obligation to fully comply with each of these requirements. The core concepts below are the foundation of our financial integrity and fiscal responsibility:

Spending Qmulos’ Money
When spending money on Qmulos’ behalf, make sure that the cost is reasonable, directly related to Qmulos business, and supported by appropriate documentation. Always record the business purpose (e.g., if you take someone out to dinner at Qmulos’ expense, always record in the expense reimbursement tool the full names and titles of the people who attended as well as the business purpose of the dinner) and comply with other submission requirements. If you’re uncertain about whether you should spend money or submit an expense for reimbursement, check with your manager. Qmulos maintains appropriate internal accounting controls to ensure that money spent on Qmulos’ behalf is transferred only with management’s approval and according to policies and procedures established by management. Managers are responsible for all money spent and expenses incurred by their direct reports and should carefully review such spend and expenses before approving.

More information on expense reimbursements can be found in the Employee Handbook.

Legal Documents
Employees are not authorized to sign legal documents including non-disclosure agreements (NDAs), teaming agreements, consulting agreements, subcontracts, and employment offers. Only the Qmulos Corporate office is authorized to sign such documents. NDAs with Government agencies, vendors, manufacturers, prime contractors, and subcontractors require corporate review and approval.

Proposal Development and Pricing
All senior Qmulos personnel with unique knowledge or in supervisory and task lead roles are required to provide proposal development support in their respective areas of expertise and assignments. Such staff will provide support to the following areas of the proposal development process:

  • Opportunity Analysis
  • RFP Analysis
  • Capture Strategy
  • Win Themes
  • Management Proposal
  • Technical Proposal
  • Key Resumes
  • Project Descriptions
  • Cost Proposal
  • Internal Reviews (e.g., red teaming)

All proposal contribution and technical writing shall be in full compliance with customer solicitations, proposal process, and proposal development instructions (e.g., proposal schedule, table of contents, proposal outline, proposal work packages, compliance tables). All work described above shall be nonbillable to our clients and performed outside of client premises.

Only the Qmulos Corporate office is authorized to approve pricing of new Qmulos tasks and bids. All Company employees engaged in pricing activities will comply with Qmulos pricing guidelines including full adherence to the Qmulos Commercial Schedule, Qmulos GSA schedules, and published price schedules of all other active Qmulos contracts.

NOTE: Employees found to be in violation of this policy may be subject to appropriate disciplinary actions including salary freeze, salary reduction, cancellation of certain benefits (e.g., bonuses, commute allowance), and termination of employment.

Accuracy of Records
The integrity, reliability, and accuracy in all material respects of Qmulos’ books, records and financial statements are fundamental to Qmulos’ continued and future business success. No director, officer, or employee may cause Qmulos to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, officer, or employee may create any false or artificial documentation or accounting entry for any transaction entered into by Qmulos.

Reporting Financial or Accounting Irregularities
We should always fully cooperate and never interfere in any way with the auditing of Qmulos’ financial records. Similarly, we should never falsify any record or account, including time reports, expense accounts and any other Qmulos records. Immediately report any suspected misconduct mentioned above or any irregularities relating to financial integrity or fiscal responsibility, no matter how small, to our Finance or Legal counsel.

Hiring Suppliers
We are continuously entering into transactions with suppliers of goods and services and should seek to engage with reputable business partners whose values and business practices are consistent with Qmulos’ high standards of compliance and integrity. While price is very important, quality, service, reliability, and the terms and conditions of the proposed transaction may also affect the final decision. Performing due diligence on suppliers is important and expected.

Retaining Business Records
It’s important that we appropriately manage our business records. Various laws require that we keep certain records for minimum periods of time, however, it is equally important to know when to periodically dispose of documents that are no longer useful or do not need to be retained. In addition, if asked by our legal counsel to retain records relevant to a litigation, audit or investigation, it is critical that we do so until our legal counsel informs us that retention is no longer necessary. For guidance on what to keep and for how long, please refer to Qmulos’ policies on records and information management.

More on Retaining Good Business Records

All business records should be maintained in reasonable detail, must appropriately reflect Qmulos’ transactions and must conform both to applicable legal requirements and to Qmulos’ system of internal controls. Examples of business records include expense reports, invoices, financial reports, personnel files, business plans, contracts, customer lists, and marketing information. Depending on its content, an email may be considered a business record. If you are unsure whether something is a business record, contact our Legal counsel. Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood.

 

WHAT IF I HAVE A CODE OR POLICY-RELATED QUESTION OR CONCERN?

If you have a question or concern about the Code, Qmulos’ expectations, or any of our policies, contact our legal counsel. If you observe behavior that concerns you, or that you think may be a violation of our Code, or a policy, you have multiple options for raising issues and concerns. You can contact any of the following:

  • Your manager
  • Our Legal counsel
  • Human Resources

We must all ensure prompt and consistent action regarding potential violations of our Code. However, in some situations it is difficult to know if a violation has occurred. While we cannot anticipate every situation that will arise, here are important steps to keep in mind:

  • Make sure you have all the facts. To reach the right solutions, we must be as fully informed as possible.
  • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use good judgment and common sense — if something seems unethical or improper, it probably is.
  • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed?
  • Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems, which often will include escalating any issues to Human Resources or the Legal counsel.

    No Retaliation
    Qmulos prohibits retaliation against any employee who in good faith reports or participates in an investigation of a possible violation of our Code. If you believe you are being retaliated against, contact any of the available resources listed above in this section.

Qmulos will promptly investigate any suspected violations of the Code. You are expected to cooperate truthfully and responsively in internal investigations of misconduct. Intentionally misleading Qmulos is a violation of trust between you and Qmulos and is a violation of our Code.

Qmulos will take prompt and appropriate action against those who violate the Code. Disciplinary actions may be taken, up to and including termination of employment or business relationship in accordance with applicable law. Certain violations of this Code may also be subject to civil or criminal prosecution by governmental authorities and others.

  1. If I report an actual or possible violation, will it remain confidential?
  2. Any reported violation will be kept confidential to the extent possible consistent with applicable laws and business needs. You may report violations or suspected violations anonymously or by identifying yourself. Keep in mind, however, that in some circumstances, it might be more difficult or even impossible for Qmulos to thoroughly investigate anonymous reports. Qmulos therefore encourages you to share your identity when reporting. Although reports of violations or suspected violations may be made verbally, you are encouraged to make any such reports in writing, which will assist the investigation process.

    WAIVERS AND AMENDMENTS
    An exemption from any part of the Code will be granted only in rare and compelling circumstances, regardless of position. Any exemption from the Code must be approved in writing in advance by Qmulos’ legal counsel in accordance with the appropriate policy or guidelines. In addition, for members of Qmulos’ Board of Directors and executive officers, exceptions to compliance with the Code may require written approval by Qmulos’ Board of Directors, public disclosure under applicable law, or such other procedural requirements set forth in our corporate governance guidelines, a Board committee charter or other Qmulos policy.

We are committed to regularly reviewing and updating our policies and procedures, including our Code. Any amendments to the Code will be posted on our website.

POLICIES AND GUIDELINES
The Code does not address all workplace conduct. Qmulos maintains additional policies and guidelines that may provide further guidance on matters covered by the Code or address conduct not covered by the Code. We have noted a few of those corporate policies and guidelines throughout the Code. You can access these and other policies and guidelines on our intranet or directly from anyone in Human Resources or our Legal counsel.

CONCLUSION
It’s impossible to spell out every possible ethical scenario we might face. Instead, we rely on one another’s good judgment to do the right thing and uphold a high standard of integrity for Qmulos and ourselves. Qmulos expects us to be guided by both the letter and the spirit of the Code. Sometimes, identifying the right thing to do isn’t an easy call. If you aren’t sure, don’t be afraid to ask questions of your manager, our Legal counsel, Finance or Human Resources. And remember … if you see something that you think isn’t right, speak up. We’ve worked hard to create a great place to work, let’s work hard to protect it.