Delaware
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13-3971809
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(State
or other Jurisdiction of
Incorporation)
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(I.R.S.
Employer Identification No.)
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I.
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Our
Commitment to Our Stockholders
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Accuracy
of our records and reporting
:
All employees must accurately record financial and other business
information pertaining to our Company, all financial records and
transactions must adhere to our system of internal controls and accounting
requirements, and no one shall enter any false or artificial information
in our records or reporting systems. These requirements apply to
all
Company information, including personnel, workplace and safety records
and
information we release to the public or file with governmental
agencies.
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Disclosure
Controls and Procedures
.
The U.S. Securities and Exchange Commission (the “SEC”) requires that we
maintain effective “disclosure controls and procedures” so that financial
and non-financial information we report in our SEC filings is timely
and
accurate. All employees must, within the scope of their employment
duties,
support the effectiveness of our disclosure controls and procedures
and
comply with disclosure requirements in accordance with applicable
laws.
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Stock
Trading and Confidential Information Policy
.
Our Company’s Insider Trading Policy prohibits any employee from buying or
selling stock or other securities of our Company, its affiliates
or third
parties with whom we do business using “material” non-public information
concerning our Company or concerning those third parties (until after
the
material information has been fully disclosed to the public). As
the
Policy explains in more detail, “material” information is any information
that a shareholder would consider important when deciding whether
to buy,
sell or hold our stock. Employees must also not disclose or “tip” any of
this material non-public information to family, friends or others
outside
the Company. These practices are sometimes called “insider trading.” The
insider trading rules can be quite complex, so, if you need more
information, please refer to our Company’s Insider Trading Policy or
contact the Compliance Officer.
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Protection
of Company Assets
.
You are personally responsible to use our Company’s assets only for
lawful, corporate purposes approved by management. All employees
should
help our Company protect its assets from misuse, theft, damage or
other
loss. You may not make improper or unauthorized personal use of Company
assets.
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Intellectual
Property
.
Our Company considers its “intellectual property” - including its
inventions, processes, patents, trademarks, licenses, customer lists
and
trade secrets - to be valuable assets. Employees must maintain the
value
of our Company’s intellectual property by using care to keep our trade
secrets and other non-public information confidential, and limiting
access
to non-public information to those authorized to use it in their
duties in
connection with our Company’s business. If customers or suppliers provide
non-public information to us in their dealings with us, we must protect
that information in the same manner as our Company’s property.
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Communications
.
You must use appropriate judgment and discretion in your email, memos,
notes and other formal and informal communications relating to our
business. Communications relating to our business must avoid inappropriate
or derogatory comments about other individuals or companies,
unprofessional language and unauthorized financial, legal or business
statements.
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Retention
of Records
.
You must preserve Company records for which you are responsible in
a
manner consistent with the business needs of the Company and all
legal
requirements. You must familiarize yourself with special retention
rules
applicable to specific categories of documents (
e.g.
,
personnel files, tax records) for which you are responsible. It is
our
Company’s policy not to destroy or alter our records or documents (whether
in paper form, emails or otherwise) in response to or in anticipation
of
any legal proceeding or governmental inquiry or investigation. You
may
also subject yourself to criminal liability if you:
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II.
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Our
Commitment to Customers and Business
Partners
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Customer
Relationships
.
Our policy is to build lasting relationships with our customers through
superior delivery and execution, and honest sales and marketing.
We
will
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Protecting
Information about Others
.
We are committed to treating confidential information of our customers
and
business partners with at least the care we use to protect our own
proprietary or confidential information. All employees are expected
to use
sound judgment in limiting access to confidential information about
our
customers and business partners to those individuals in our Company
who
need to know this information to carry out their
jobs.
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Commitment
to Quality
.
Our long-term reputation and business success depend upon our continued
maintenance of high quality in the products and services we provide.
We
are committed to deliver our products and services only in accordance
with
the documentation, safety, quality control and other procedures we
maintain from time to time.
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Special
Concerns with Governmental Customers
.
Special legal and contracting rules may apply to our dealings with
domestic and foreign governmental agencies. Many national, state
or other
local governmental agencies impose bidding or procurement requirements,
special billing and accounting rules and restrictions on the
subcontractors or agents we may engage. Domestic or foreign laws
or
regulations may also impose strict limits on any kind of benefit
or gift
offered to officials, including limitations on hiring former government
officials or their family members. If you deal with domestic or foreign
governmental agencies, you must be familiar with the laws applicable
to
these business activities and use sound judgment to avoid any violation
of
the letter or spirit of the laws prohibiting corrupt practices in
connection with governmental
contracting.
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Suppliers
.
We must base our contracts with suppliers of products and services
exclusively on the best interests of our Company and its business.
These
contracts must reflect a fair price for the deliverables provided
to us
and be recorded in accordance with appropriate approval, contracting
and
internal control procedures.
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Business
with Third Parties
.
We expect our consultants, agents, resellers, distributors, subcontractors
and other business partners to adhere to lawful and ethical business
practices. It is important to our Company’s reputation that we avoid doing
business with companies that violate applicable laws or have reputations
that could harm our business. Our policy prohibits engaging agents
or
other third parties to do indirectly what we as a Company should
not do
under our own policies.
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III.
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Our
Commitment to Each Other
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Respect
for Our Employees
.
Our Company’s employment decisions will be based on reasons related to our
business, such as job performance, individual skills and talents,
and
other business-related factors. Our Company policy requires adherence
to
all national,
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Abusive
or Harassing Conduct Prohibited
.
Our Company policy prohibits abusive or harassing conduct by our
employees
toward others, such as unwelcome sexual advances, comments based
on
ethnic, religious or racial aspects, or other non-business, personal
comment or conduct that makes others uncomfortable in their employment
with us. Our Company’s policy is to provide to its employees a protective
and pleasant work environment free from harassment, sexual or otherwise,
and to prevent harmful exploitation of authority and to promote gender
equality at work. We encourage employees to report harassment or
other
inappropriate conduct as soon as it occurs. We are committed to taking
prompt and appropriate action as soon as we are aware of or receive
any
report of harassment or inappropriate conduct of any kind, and we
will
neither take nor permit retaliatory action against any employee who
reports alleged harassment. Sexual harassment impinges upon a person’s
dignity, privacy and sense of equality between the sexes, makes the
work
relationship more difficult and contradicts our Company’s policy. In
addition to harm caused to the work environment, sexual harassment
can be
a criminal offense. Employees must adhere to our Company’s policy in this
matter and the prevailing laws and regulations.
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Health
and Safety
.
All employees must help us to maintain a healthy, hygienic and safe
working environment and to report promptly any unsafe or hazardous
condition or material, injury or accident connected with our business.
Our
Company is committed to adhering to safety laws and regulations,
including
fire protection and other building regulations, and laws and regulations
that promote cleanliness and hygiene in the workplace. You may not
work
under the influence of any substance that would impair the safety
of
others. All threats or acts of physical violence or intimidation
are
prohibited.
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IV.
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Competition
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Compliance
with Antitrust Laws
.
Our Company and its employees must comply with the antitrust and
unfair
competition laws of the countries in which our Company engages in
business. These laws vary by country and can be complex. If you have
a
role that may implicate the antitrust laws - such as a sales and
marketing
executive position - you are responsible for knowing the laws that
apply
to these business activities, and should speak to our Compliance
Officer
if any question arises. Generally, these laws prohibit or regulate
mergers
and acquisitions, attempts to monopolize or otherwise restrain trade,
selling products below cost, price discrimination, price fixing or
other
agreements with competitors that would divide or allocate customers
or
otherwise harm customers, certain kinds of “tying” arrangements that
require a customer who wishes to buy a given product to buy other
products
or services, artificially maintaining prices, and certain other
restrictive agreements or arrangements. Our employees may not exchange
non-public sales information with competitors for the purpose of
affecting
sales prices or levels.
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Fair Methods of Competition . Our Company is committed to competition on a lawful and ethical basis. You may not use improper or illegal means of gaining competitive information that is confidential or proprietary information owned by others. You may not use or disclose confidential or proprietary information that you may have from past employment with other employers. |
V.
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Conflicts
of Interest
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Generally
.
You must make or participate in business decisions and actions in
the
course of your employment with us based on the best interests of
our
Company as a whole, and not based on personal relationships or benefits.
Although this Code contains some general guidelines, you must apply
sound
judgment to avoid conflicts of interest that could negatively affect
our
Company or its business, whether or not we have specific rules for
that
particular situation. You must disclose to us any situation that
may
involve inappropriate or improper conflicts of interest affecting
you
personally or affecting other employees or those with whom we do
business,
as described under “How to Report Your Concerns.”
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Business
Referrals
.
You may not personally attempt to give or steer our Company’s business
transactions to companies in which a family relative or personal
friend
has a financial or other interest unless you first fully inform the
Compliance Officer about such transaction and relationship and have
received the appropriate approvals from unconflicted and sufficiently
senior personnel.
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Personal
Investments
.
Generally, you must avoid investments in other companies with which
our
Company does business if these investments could create the fact
or
appearance of a conflict of interest, unless such investments received
the
appropriate Company approvals after full disclosure of the relevant
circumstances. Investing in relatively small positions in publicly
traded
securities of other companies is generally not prohibited so long
as there
is no violation of our Company policy relating to trading while in
possession of material non-public information about other companies.
You
must notify the Compliance Officer in advance of any proposed personal
investment you wish to make in other companies with which our Company
does
business. The Compliance Officer shall advise on the appropriate
approvals, if any, required in such circumstances.
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Corporate
Opportunities
.
You must also refrain from purchasing property or otherwise taking
for
yourself personally a business opportunity that you learn about through
your employment with us. You may not use our Company’s information for
personal gain.
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Prohibited
Competition
.
You may not compete with us during the term of your employment and
may not
initiate any step to compete with us while still in our
employ.
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Outside
Compensation and Activities
.
While employed by us, you may not work for or seek or accept personal
payments from any customer, supplier, competitor, distributor, reseller
or
other business partner of our Company, except as approved in writing
by
our
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Outside
Management Service
.
Before you commence service as a director, general partner, manager,
officer or similar position with any privately held or public business
entity or as an appointee to any kind of governmental or
quasi-governmental agency or body (any such service is referred to
herein
as “Outside Management Service”), you must provide a reasonably detailed
written notice thereof to the Compliance Officer. This paragraph
is
intended to permit the Company to review any such proposed Outside
Management Service and the Company’s business relationship, if any, with
the other entity, to assure that no conflict will exist as a result
of
your taking such position. This paragraph shall not be deemed to
restrict
an employee from holding any position he or she held at the time
he or she
became an employee; provided that disclosure thereof was made to
the
Company prior to such person becoming an
employee.
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Gifts
and Gratuities
.
You may not seek or accept gifts or gratuities in the form of services
or
other items of value from our customers, other business partners
or other
parties with whom our Company contracts. You may not offer or give
anything of value that could be or appear to be a bribe or otherwise
illegal payment. These prohibitions do not apply to items of truly
nominal
value such as generally free promotional items, assuming these items
are
not otherwise prohibited by applicable law or custom. Employees should
never accept anything that would appear to create a conflict of interest.
In the unusual situation where refusal to accept a true gift might
hurt
our business, be sure to consult the appropriate officer or manager
of our
Company concerning the proper means of resolving the
situation.
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Business
Entertainment
.
You must adhere to our Company’s policies as in effect from time to time
with respect to costs of entertainment. Extending or accepting invitations
to reasonable meals, public events and similar business activities
incurred for bona fide business purposes is generally acceptable,
assuming
the costs are not disproportionate to the business purpose and otherwise
do not create the fact or appearance of a conflict of interest. You
should
not attend entertainment events that may appear contrary to professional
standards of conduct.
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Travel
.
You must comply with Company travel policies in effect from time
to time.
All travel-related expenses must actually be incurred, accurately
reported
and recorded in compliance with these policies.
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Other
Corporate Policies
.
In addition to the above, employees must comply with all other Company
policies in effect from time to time.
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General
Standard of Compliance
.
You must comply with all applicable laws and regulations and national
and
local governmental authority rules and procedures in every location
in
which we conduct our business. Competitive factors, personal goals,
and
pressure from supervisors, customers or others shall never be an
acceptable excuse for violating the
law.
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Prohibited
Corrupt Practices
.
Our Company must comply with anti-corruption laws, including the
Foreign
Corrupt Practices Act (“FCPA”), that apply in the places where we do
business. Our employees and agents must not directly or indirectly
offer
or make a corrupt payment to any domestic or foreign governmental
official, any foreign political party, candidate or official, or
employees
of enterprises owned or controlled by a governmental agency. You
may not
engage in any form of fraud, including, but not limited to, bribery,
embezzlement, theft, hiding or misuse of Company assets or falsification
of records.
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Prohibited
Political Contributions
.
Political activity represents another area where the rules on permissible
activities are complex and you could inadvertently run afoul of such
rules. As a result, you may not contribute in our Company’s name or on our
Company’s behalf any cash, services or property of any kind for or in
support of any political candidate, committee, initiative or activity
without the prior express approval of the Compliance Officer or
appropriate legal counsel. No lobbying effort or contract shall be
undertaken in our Company’s name or on our Company’s behalf without the
prior approval of our Board of
Directors.
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Prohibited
Loans to Executive Officers and Directors
.
It is unlawful for our Company, directly or indirectly, to extend
or
maintain credit, to arrange for the extension of credit, or to renew
an
extension of credit, in the form of a personal loan to or for any
director
or executive officer of our Company. However, we may continue in
effect an
extension of credit in existence on July 30, 2002, provided that
there is
no material modification, or any renewal, of the extension of credit
after
that date.
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Import
and Export Restrictions
.
Our Company and its employees must comply with applicable restrictions
under domestic and foreign laws relating to importing or exporting
technology, products, services or regulated information. Employees
who
conduct Company business involving foreign countries must be familiar
with
and abide by applicable import/export and similar restrictions.
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Environmental
Laws
.
Our Company is committed to protecting the environment. We respect
the
policies and requirements of domestic and foreign laws aimed at protecting
the environment. We expect a commitment from our employees to report
appropriately
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VI.
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Our
Communities
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Where
to Direct Questions
.
If you have questions about this Code or concerns about any of the
matters
listed here, please first consider speaking with your immediate manager
or
supervisor if that person was not involved in the matter giving rise
to
your questions. If you do not wish to communicate with that person
on the
matter, please feel free to contact Norman J. Barta, who serves as
our
Compliance Officer, or any other member of our management. You may
also
communicate directly with the Qualified Legal Compliance Committee
of our
Board of Directors (which committee may be coextensive with the Audit
Committee) by email addressed to QLCC@Nephros.com. If you wish to
communicate any matter anonymously, you are free to do so (although
we
encourage you to identify yourself in case we need to follow up on
any
aspect of your report with you), and we will maintain the confidentiality
of your communication to the extent reasonably possible under the
circumstances. You may send communications intended to be confidential
to
the Company’s address,
Attention:
Chairman of the Audit Committee.
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Good
Faith Concerns Are Protected
.
We encourage each of our employees to report any concern regarding
possible illegal or unethical conduct relating to our business. We
do not
discriminate, retaliate or permit discrimination or retaliation against
any employee who reports in good faith a concern to us. In addition,
Company policy prohibits the discharge of, other adverse employment
action
in any manner against, or threat to or harassment of an employee
for any
lawful, good faith act by the employee to provide information or
assist in
an investigation by us or any governmental authority or agency, of
violations of applicable laws.
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False
Claims Are Prohibited
.
It is a violation of our standards for any employee to communicate
a
report claiming illegal or unethical conduct that the employee knows
or
reasonably believes to be false.
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Audit
Committee Available to Hear About Accounting Matters
.
In addition to the above, if you have concerns about accounting,
internal
accounting controls or auditing matters relating to our Company,
you are
also free to contact the Audit Committee of our Board of Directors
directly. Inquiries or communications intended to be anonymous should
be
mailed in writing without indicating your name or address to the
Audit
Committee as noted in the first paragraph of this
section.
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Procedures for Investigating and Resolving Concerns . The individual or Committee that receives a report under this Code may, in his, her or its discretion, assume responsibility for evaluating any possible violation and directing or conducting any investigation or may delegate any portion of such responsibility to the Compliance Officer, Board of Directors, another committee of the Board whose charge includes the matter at issue or another person or entity, either inside or outside the Company. If the Audit Committee chooses to assume responsibility for evaluating any possible violation or directing or conducting any investigation where the investigation concerns a possible violation by a member of the Board, the Audit Committee, not including that member, shall assume such responsibility. If the Audit Committee is conducting the investigation, it shall have the authority to engage independent counsel and other advisers, as it deems necessary, to assist in its investigation and decision process. After conducting the investigation, the results will be evaluated and the Company shall authorize such prompt response, follow-up and preventive actions, if any, as are deemed necessary and appropriate to address the substance of the reported possible violation. The Company reserves the right to take whatever action it believes appropriate, up to and including discharge, if appropriate and permissible under law and this Code, of any employee determined to have engaged in improper conduct. |