Standards of Conduct

Section 1: Commitment to Team Members, Customers, Communities & a Culture of Integrity

Indelible is committed to helping our team members make the most of their skills and talents – so they can shine brightly and help the Company do the same. We value honesty and integrity over all else, strive for excellence in operations, nurture an environment of continuous growth and intellectual curiosity, reflect on past experiences to discover growth opportunities, deploy innovative approaches to service delivery, cultivate an environment of collaboration to foster and effectively leverage meaningful relationships for the good of society, allow humility to destruct preconceptions and to create an everlasting environment for growth. Indelible’s Code of Conduct is simply an extension of these core values. The Standards of Conduct are a resource for our team members and anyone who represents Indelible.

Indelible team members, consultants, and anyone with whom we do business are expected to uphold the following standards:

‹ We are dedicated to continuous improvement, development, and growth.

‹ We embrace different ideas and perspectives. We observe and support all applicable laws and regulations concerning equal employment opportunities and do not tolerate race, color, religion, national origin, sexual orientation, disability, gender or age discrimination as well as discrimination in any other protected classification.

‹ We hold ourselves accountable to each other.

‹ We are committed to providing a safe and healthy work environment for all employees and visitors.

‹ We observe all laws and regulations governing business transactions, engage in fair competitive actions, and use company funds only for legitimate and ethical purposes.

‹ We report any suspected fraudulent activities of which we may learn or observe.

‹ We value the local communities in which we operate and are regular and active contributors to the needs of our communities.

How to Raise Questions or Concerns

Indelible shall comply with all applicable government procurement laws and regulations. Team members are encouraged and expected to raise any concerns they have regarding the practices of the company, its team members or agents and are expected to report any suspected violations or suspected violations of applicable U.S. laws, regulations, or company policies. Avenues for raising questions and/or concerns include top management, People & Culture, and the Legal Director. Questions or concerns can also be shared through Indelible’s escalation hotline/anonymous reporting site: https://indelible-reporting.allvoices.co and phone line: 888-483-2618.

When reporting an ethics concern:

‹ You will be treated with dignity and respect.

‹ Your communication will be protected to the greatest extent possible.

‹ Your concerns will be seriously addressed and, if not resolved at the time you call, you will be informed upon resolution.

‹ You need not identify yourself. If you do identify yourself, you may request that your identity not be disclosed to others.

There is no penalty for reporting or making an inquiry and there will be no retribution. If anyone tries to stop you, or retaliates because you do, they are subject to disciplinary action.

Consequences for Failure to Adhere to Company Policies, Procedures, or the Standards of Conduct

Indelible has developed policies and procedures. The Standards of Conduct and Indelible policies and procedures apply to all Indelible team members and consultants and business partners. Due to the nature of our business, there are additional rules and policies that must be followed within specific verticals. All team members are expected to be familiar with the intent of these policies and procedures and to fully understand those that apply to their job duties. Violation of any of these rules, company policies, procedures, or the Standards of Conduct may result in disciplinary action, up to and including termination.

Indelible takes commitment to business integrity seriously and will take appropriate action in response to all violations of our Code, company policies or procedures. Allegations of misconduct are thoroughly investigated and if the investigation substantiates that a violation occurred, appropriate disciplinary or corrective actions are initiated.

An underlying principle in the government procurement process is the emphasis on fair competition. Some business activities that might be acceptable in the private sector may violate government procurement laws or regulations. Violations of government procurement laws or regulations may result in serious consequences, including, without limitation, fines, penalties, termination of the Company’s government contract(s), debarment or suspension from competition for government contracts and, in some cases, criminal prosecution of the Company and/or individuals

Section 2: Our Commitment to a Safe, Compliant, and Respectable Work Environment

Providing a Non-Discriminatory and Hostile-Free Workplace

Indelible is committed to maintaining a work environment that respects the dignity and contribution of each individual, and permits us to work free from intimidation, coercion, or unlawful harassment, including sexual harassment.

Preventing harassment, discrimination and threats are a matter of respecting each other’s rights and dignity. Discrimination harassment infringes on an individual’s right to work environment that is free from intimidating or offensive behavior, and Indelible does not tolerate such actions. We must take all such issues seriously and promptly report them to management, People & Culture and/or the Legal Director without fear of retaliation.

It is our policy to foster a workplace and environment of professional respect. Any behavior that reflects unlawful discrimination violates Indelible’s values and will not be tolerated, as it undermines our ability to work as a cohesive team. In addition, we do not tolerate acts of verbal or physical behavior that could lead to or cause workplace violence.

Prioritizing Compliance

Indelible is committed to equal employment and contractual opportunities without regard to race, color, religion, sex, national origin, gender, age, medical condition or disability, sexual orientation, veteran status or any other characteristic protected by law. For more information, please refer to the Employee Handbook.

Consultants, Representatives, and Third Parties

Indelible does business with consultants, representatives, and third parties who share our values and commitment to business integrity, as their actions can impact the reputation of our organization. It is our expectation that consultants, representatives, and third parties must certify their willingness to comply before entering into a business relationship.

Equal Employment Opportunity, Anti-Discrimination and Anti-Harassment

We are all responsible for contributing to the creation and maintenance of a workplace that is free from unlawful discrimination and harassment. Indelible is an equal employment opportunity employer. Indelible prohibits unlawful discrimination on the basis of race, color, sex, religion, age, sexual orientation, gender identity and expression, marital/parental status, pregnancy/childbirth or related conditions, national origin, ancestry, physical or mental disability, genetic information, status as a covered veteran or any other characteristic protected by law.

Indelible is committed to legally compliant policies and practices in all aspects of employment, including recruiting, hiring, evaluation, training, discipline, work and service assignments, career development, compensation, promotion, and termination.

Indelible is committed to a work environment in which all individuals are treated with dignity and respect. As such, the Company prohibits abusive conduct and harassment based on any of the protected categories above. Harassment is verbal, physical or visual conduct that degrades or shows hostility towards another person based on that person’s membership in a protected class. Conduct that a reasonable person would find hostile, offensive, and unrelated to an employer’s legitimate business interests, is considered abusive conduct and will not be tolerated at Indelible.

Section 3: Our Commitment to Environmental Safety, Sustainability and Stewardship

Indelible is committed to providing a safe and healthy work environment. Each of us is responsible for compliance with environmental, health and safety laws and regulations.

We consistently seek to reduce, minimize, or eliminate the generation of waste or the release of potentially hazardous materials into the environment. We must strive to create a company culture in which environmental concerns are recognized as priority considerations in all our decisions, as well as recognize and respond to community concern.

Section 4: Our Commitment to Ethical Business Practices

Indelible and its team members shall strive to act with honesty, integrity, and the utmost of ethical business practices. Failure to do so may not only place the team members at risk of termination, but it may jeopardize Indelible’s relationship with its customers and could expose both the company and any individual team members involved to substantial fines or penalties. Violations could also lead to the company or individual team members being suspended or debarred from being awarded or receiving payment on contracts with the Government.

(a) Fraud or Deception on the Government. The Company is prohibited from engaging in any fraudulent acts or any deceptive or misleading practices in the course of performing the subcontract. Fraudulent practices include intentionally overbilling the price charged to the prime contractor. Note that deceptive acts include omissions where information should have been disclosed to the prime contractor or the government but was not. For example, if services provided to the prime contractor or directly to the government agency does not conform to the subcontract specifications and the Company intentionally covers up the non-conformity or fails to report it, the Company has deceptively misled the prime contractor and the government.

One common type of fraud in services contracts is failing to maintain and produce accurate and complete billing and supporting documentation for all charges.

Example: Overstating Time Worked. The contract requires the Company to provide services to the government billed at an hourly rate. The Company reports 8 hours of service instead of the 6 hours actually provided.

Example: Failing to Perform a Procedure. The contract requires the Company to audit the utility consolidated bills to the government once each month. The Company, after seeing a stream of 7 correct bills, decides to skip a month and not audit a bill. The Company reports that the audit was done for that month when, in fact, it was not.

(b) Price Fixing and Collusive Bidding. U.S. law prohibits companies from making agreements to set an industry wide price for a product or service or from making agreements to bid in a way that ensures one company wins the contract. A variety of U.S. industries have been the subject of criminal investigations and prosecutions for this behavior. Examples follow various price fixing and collusive bidding behavior that are violations of the law.

The first is fairly simple. A company is prohibited from making any agreement, oral or written, with the Company’s competitors that sets a “floor” price or a standard price. Companies must prepare pricing without conferring with the Company’s competitors.

The second can be more complex. Companies are prohibited from making an agreement, oral or written, or engaging in a course of conduct that directs contract awards to one or more pre-determined bidders. For example, a company should not agree with another bidder that the Company will win every 4th bid, or that the Company will only bid with 25% margin so another bidder can win. These courses of conduct, and similar courses, are designed to give the government the impression that the bidders are competing on price when, in fact, they are not.

(c) Penalties for False Claims (Fraud/Deception). Fraudulent or deceptive conduct by a Company can result in the Company submitting false claims to the prime contractor or government. Such conduct is classified as criminal conduct. Therefore, companies caught engaging in fraudulent or deceptive conduct may be subject to criminal penalties. In most cases, courts have sentenced individuals to jail who have defrauded the government with terms ranging from two (2) years to eight (8) years. Further, the federal False Claims Act (“FCA”) provides, in pertinent part, that: any person who:

(i) knowingly presents, or causes to be presented, to an officer or employee of the United States Government or a member of the Armed Forces of the United States a false or fraudulent claim for payment or approval;

(ii) knowingly makes, uses, or causes to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the Government;

(iii) conspires to defraud the Government by getting a false or fraudulent claim paid or approved by the Government; or

(iv) knowingly makes, uses, or causes to be made or used, a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the Government, is liable to the United States Government for a civil penalty of not less than $5,000 and not more than $10,000, plus 3 times the amount of damages which the Government sustains because of the act of that person. While the False Claims Act imposes liability only when the claimant acts “knowingly”, it does not require that the person submitting the claim have actual knowledge that the claim is false. A person who acts in reckless disregard or in deliberate ignorance of the truth or falsity of the information also can be found liable under the Act. 31 U.S.C. 3729(b).

Bribes, Gifts and Gratuities, Kickbacks and Facilitation Payments

Anyone representing Indelible must conduct business with customers, subcontractors and suppliers on the basis of service, quality, performance, and price without giving or accepting anything that could influence or appear to influence the business transaction decision, whether paid by company or personal funds.

In the United States it is illegal to provide, offer, or accept a kickback or bribe. A kickback or bribe may be defined as any money, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind that is provided, directly or indirectly, and that has as one of its purposes improper obtaining or rewarding of favorable treatment in a business transaction.

For customers and suppliers in or from foreign countries, similar restrictions on giving or receiving bribes and kickbacks apply. The Foreign Corrupt Practices Act and foreign country laws prevent the giving of anything of value, including money, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind that is provided, directly or indirectly, to individuals and agents associated with foreign governments for the purpose of obtaining or retaining business in foreign countries. Included in this prohibition is the provision of anything of value to third-party intermediaries (otherwise known as “facilitation payments”) for the sole purpose obtaining or retaining business or favorable treatment in foreign countries. The engagement of third-party intermediaries is not always prohibited, and each scenario or engagement should be treated on a case-by-case basis. If you have any questions or concerns regarding the engagement of a third-party intermediary, please contact Indelible’s Legal Director.

Indelible does not permit the offering or receipt of kickbacks and bribes. Team members are responsible for consulting and understanding the laws, regulations, and applicable policies before providing anything of value, including consulting contracts, to team members or agents of foreign governments.

Business Courtesies

Within the commercial business world, the giving and receipt of business courtesies can be considered part of a normal business relationship. The term “business courtesies” includes, but is not limited to, gifts, services, meals, entertainment, hospitality, or other things of value. Indelible does not provide or accept business courtesies from or to customers, actual or potential suppliers, service providers, or contractors that could be considered inconsistent with typical marketplace practices, frequent in nature, lavish or extravagant or otherwise obligate or appear to obligate us to act in any way contrary to the law, the company’s business interests, or our core values or ethical business practices.

It is the responsibility of each company team member to inquire about prohibitions or limitations of the recipient’s organization before offering any business courtesy. When considering accepting a business courtesy, be aware that we all have personal responsibility to ensure that our acceptance cannot reasonably be construed in any way as an attempt by the offering to secure favorable treatment.

Gifts and Gratuities in Government Business

Federal, state, and local government departments, agencies and their team members are governed by differing laws and regulations concerning acceptance of meals, gifts, gratuities or any other item of value from firms or persons with whom they do business or over whom they have regulatory authority. What may be considered an acceptable business courtesy in the commercial business world could be unacceptable, or even illegal, for individuals or companies involved in state, local or federal jobs.

Company team members may not give any gift, gratuity, loan, meal, entertainment, hospitality, or any other thing of value to government team members or agents.

Donations/Charitable Contributions and Political Contributions

Indelible team members are not prohibited from making personal donations or contributions to charitable organizations; however, all such donations or contributions made on behalf of the Company or in the name of the Company must be pre-approved by relevant Company executives. Please contact the Legal Director for further inquiries.

Team members are not permitted to make political contributions on behalf of, or in the name of, Indelible. Political contributions are anything of value given, loaned or advanced for the purpose of influencing or funding an election or political campaign. Not only are federal government contractors (which designation may apply to the Company) prohibited from making contributions or expenditures in connection with federal elections, but there are many federal and state laws governing political contributions. We encourage team members who have any questions or concerns with respect to political contributions to contact the Legal Director.

Submitting Accurate Certifications and Billing, Pricing and Performance Information

Indelible is committed to making proper certifications and providing accurate information regarding its billing, pricing, and performance practices to its customers. Failure to provide proper certifications or accurate information regarding billing, pricing or performance may be considered fraud or a false claim. Fraud and false claims generally include situations where a person misrepresents information provided to, or conceals information from, the Government. State and Federal False Claims Acts prohibit submitting any false invoice (or claim) to the Government, including misrepresenting, or concealing information from the Government in order to get an invoice paid. False Claims Act violations include, but are not limited to, such things as: submitting false or inaccurate invoices to the Government (i.e. mischarging or overbilling for products or services), accepting and keeping overpayments from the Government for products or services, making false or inaccurate statements in a certification, delivering substituted products or services without Government permission, and providing false information/data regarding compliance with contractual requirements or other quality, testing, or inspection requirements.

Compliance with Antitrust Laws

Indelible is committed to fair competition and compliance with free-trade and antitrust laws. Antitrust laws are federal and state laws that protect the free enterprise system and prohibit agreements and practices that restrain or restrict trade. Examples of improper practices under these laws include, but are not limited to, price fixing, bid rigging, agreements among companies not to bid or to pursue certain opportunities, theft or conspiracy to gain use of confidential competitor information, making false statements about competitors, and boycotting suppliers or customers. Anytime we deal with a competitor, we are expected to know that federal and state free-trade or antitrust laws may apply to our activities, and we have a responsibility to educate ourselves regarding actions that can be taken.

Compliance with Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act (UKBA)

Pursuant to the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, it is unlawful to: Use corporate or subsidiary funds or assets, either directly or indirectly, or authorize their use, for:

‹ Any improper or unlawful purpose, such as paying or offering to pay anything of value to a foreign official, political party, third party intermediary or private party for the purpose of exerting influence in obtaining or retaining business when such payment is illegal in the U.S., UK or other foreign jurisdiction;

‹ Payment of bribes or kickbacks to obtain privileges, concessions, special benefits or other improper advantage; or the support of any political party or candidate except as permitted by local written law.

The following actions are also prohibited:

‹ Accepting payment or anything of value whether characterized as a bribe, kickback, or otherwise, and whether intended to be for Indelible or personal use, if payment and/or receipt of such is illegal or is designed to cause you to grant a privilege, benefit, concession, or other improper advantage to the payer.

‹ Establishing for any purpose, an undisclosed or unrecorded fund or asset of Indelible or any of its subsidiaries.

‹ Failure of an employee to report any suspected breach of the FCPA or UKBA.

Under the FCPA and UKBA, the company must maintain books, records, accounts and controls so that:

‹ All transactions have management’s general or specific authorization.

‹ Transactions are recorded in conformity with Generally Accepted Accounting Principles (GAAP) and assets are accounted for (even petty cash).

‹ Access to assets is only in accordance with management’s authorization.

‹ Recorded assets are reviewed periodically for conformance to existing/actual assets.

A company can violate the Record Keeping provisions of FCPA and UKBA if a foreign subsidiary creates false records to conceal a corrupt payment and the company subsequently incorporates the subsidiary’s information into its books and records.

Violators of the FCPA face serious criminal penalties:

‹ Fines up to $2,000,000 for companies (officers, directors, or agent of the company may face imprisonment).

‹ Fines up to $100,000 per violation for individuals (cannot be reimbursed by the company),

‹ Up to five years in prison.

‹ Under the Alternative Fines Act: penalties can result in fines up to twice the gain or loss from

‹ the offense.

Violators of the UKBA face serious criminal penalties:

‹ Fines for companies and individuals with a maximum fine of £5,000 per summary offense increasing to unlimited fines for an individual found guilty on indictment.

‹ Imprisonment of an individual up to 12 months per summary offense increasing to up to 10 years for an individual found guilty on indictment.

‹ Senior directors and officers of a company found guilty of a bribery offense may also be

‹ subject to fines and imprisonment.

Violators of the FCPA also face significant civil fines of $10,000 per violation for companies and individuals (officers, directors, employees, agent of the company, or stockholders acting on behalf of the company. Violation of the FCPA or UKBA may result in disciplinary action up to and including termination.

Compliance with Antiboycott Laws

U.S. antiboycott laws prohibit U.S. companies and their subsidiaries from participating in or cooperating with any international boycott unless the boycott has been approved by the U.S. government. One important boycott that is not supported by the U.S. government is a boycott of Israel enforced by certain member countries of the Arab League.

Because Indelible is a U.S. based company, all Indelible operations worldwide must comply with U.S. laws pertaining to boycotts. These laws prohibit actions or agreements to take action that could be considered to support or further an illegal boycott, such as

‹ Refusing to do business with, or agreeing not to do business with, other persons or companies (because of their nationality, for example);

‹ Furnishing information about affiliations, business relationships or transactions in or with a boycotted country (Israel, for example) or with any person or company believed to be blacklisted.

‹ Entering into agreements or letters of credit that contain prohibited boycott provisions; or

‹ Discriminating in employment practices (because of race, religion or nationality, for example).

Indelible is required to report any request to take action or provide information that would violate these prohibitions. A boycott request is any request (whether written or oral) to supply information, take action, or refrain from any action that could be considered to support a prohibited boycott. Boycott requests can be subtle and indirect, so be alert for questions such as whether Indelible conducts business in Israel or imports goods or services from Israel.

U.S. Embargoes and Sanctions

Indelible is required to comply with U.S. economic embargoes and sanctions that restrict Indelible from doing business with certain countries, groups and individuals, including organizations associated with terrorist activity and narcotics trafficking. Unless expressly permitted by the U.S. Treasury Department’s Office of Foreign Assets Control, economic sanctions prohibit doing business of any kind with targeted governments and organizations, as well as individuals and entities that act on their behalf.

Indelible and its subsidiaries may not approve or facilitate transactions by a third party that Indelible or its subsidiaries could not do directly. Prior to selling or attempting to transact business in a new country, you must review the matter with the Indelible Legal Director to ensure compliance with U.S. embargoes and sanctions.

Indelible is prohibited from using federal funds from contracts, grants, or subcontracts to pay any person or organization to conduct lobbying efforts on behalf of the Company. If the Company utilizes lobbying efforts on its behalf in connection with a government contract, the Company must disclose these activities to the Government. If the Company fails to make a disclosure, or uses federal funds to support lobbying efforts, the Company could be subject to a fine.

Procurement Integrity

Procurement integrity involves two unrelated issues: The first deals with restrictions on hiring government employees; the second with handing of procurement information.

Indelible is committed to competing fairly and ethically for business opportunities. The Procurement Integrity Act protects the process by which federal agencies acquire goods or services by using competitive procedures to award contracts. Under the Act, company team members may not receive “source selection information” from current or former government officials who attempt to improperly influence the bidding process. “Source Selection Information” includes:

‹ Bid prices for sealed bids or lists or prices

‹ Source Selection plans

‹ Technical evaluation plans

‹ Technical evaluations of competing proposals

‹ Competitive range determinations

‹ Rankings of bids, proposals, or competitors

‹ Cost or price evaluations

‹ Source Selection Board reports and evaluations

‹ Source Selection Advisory Board recommendations

‹ Proposed costs or prices submitted

‹ Any other information marked as “Source Selection Information”

Also under the Act, company team members may not improperly obtain contractor bid and proposal information – that is, non-public information submitted to a federal agency as part of or in connection with a bid or proposal. Such information includes:

‹ Cost or pricing data

‹ Indirect costs and direct labor rates

‹ Information about manufacturing processes, operations and techniques when marked “proprietary” or “source selection information” in accordance with the law or regulation

‹ Information marked as “contractor bid or proposal information”

‹ Any other material or information related to a specific procurement which a company making a bid deems proprietary

Team members involved in the negotiation of contracts must ensure that all statements, communications, and representations of fact to client representatives are accurate and truthful. No team member shall submit any claims, bids, proposals or any other documents of any kind that are false, fictitious, fraudulent, or misleading. Similarly, when required, the company will provide cost or pricing data, together with a certification that such data are current, accurate and complete. Personnel involved in the negotiations are expected to be familiar with this policy and the requirements of the Truth in Negotiations Act.

The most frequent penalties are criminal prosecutions although, occasionally, the government has sought suspension or debarment of the contractor and offending employees, or disqualification from the procurement.

Conflicts of Interest

Personal Conflicts of Interest: We are all expected to make decisions that are in the best interest of Indelible and/or its customers, without any consideration to personal gain. Any current or future activity which is or could create a conflict of interest, either in practice or appearance, must be disclosed to the Legal Director. Depending on the nature of the situation, there may be additional steps necessary to determine how to appropriately address and document the conflict of interest. This applies to team members, team member spouses, children and/or parents. Displaying favoritism or having conflicts of interest runs counter to Indelible’s values and ethical culture. All actions made in the performance of our jobs must be done with integrity, honesty, and fairness. Representative examples of personal conflicts of interest (not all-inclusive) include:

‹ Employment by a competitor or potential competitor;

‹ Placement of business with a firm owned or contracted by a team member or team member family member;

‹ Acting as a consultant to or conducting personal side business with a current or potential Indelible customer, supplier, vendor subcontractor, and/or competitor;

‹ Maintaining a financial interest in or relationship with a customer, supplier, competitor, distributor, or any other organization that would create a conflict of interest

Organizational Conflicts of Interest: An “Organizational Conflict of Interest” may exist where Indelible has, or may appear to have, interests that may make it difficult to honestly, objectively, and effectively perform its duties and responsibilities on its government contracts. For example, an Organizational Conflict of Interest may arise where:

‹ The nature of the work to be performed by Indelible may result in an unfair competitive advantage for the company; or

‹ The company had unequal access to nonpublic information or data related to the work; or

‹ The company’s objectivity in performing the work is impaired or the company is otherwise unable to render impartial assistance or advice to the Government.

FAR 9.5 prohibits the award of a contract and the negotiation of a contract modification to a contractor which has an organizational conflict of interest (“OCI”) unless the contracting officer finds that the contractor has mitigated the OCI. The main objectives of FAR 9.5 are to prevent unfair competitive advantages and avoid placing contractors in conflicting roles that may compromise a contractor’s judgment. Below are the three major categories of OCI’s and the mitigate rules.

(a) Biased Ground Rules. These cases generally arise when a contractor, as part of its performance of a prior government contract, has established the ground rules regarding a subsequent government contract. The most common problem is where a contractor, working under one government contract, assists the government entity by writing a statement of work or otherwise defines requirements for another government contract. In such a case, the risk is that the contractor writes the new statement of work in a manner that improves its chances of winning the work. Employees are prohibited from assisting the government in writing a statement of work or otherwise defining requirements for a government contract unless such employees receive the advance written consent of the head of the Legal Department.

(b) Unequal Access to Information. These cases arise when a contractor has access to non-public, government information, as part of its performance under a government contract, where that information may provide the contractor with an unfair competitive advantage on a later government contract. For example, a Company may be asked by the government to prepare a cost estimate for new work so the government can establish a budget for that work. The Company is prohibited from using such information to bid on future government contracts, or sharing such information with other individuals or any other party with the intention of the Company or any other party bidding on future government contracts.

(c) Impaired Objectivity. In some cases, the government will require a firm to evaluate itself, or a related entity, by assessing contract performance or conduction acceptance testing. To avoid the appearance of a conflict of interest, the company must disclose the conflict to the government and obtain written permission from the government to proceed.

(d) Mitigation. An OCI does not mean automatic disqualification. Contractors may mitigate an OCI by taking action to ensure the information which may give the contractor an advantage is segregated from the other business activities of the contractor. Accordingly, the Company is required to immediately report any suspected OCI in accordance with Section 2 of this Manual.

(e) Penalties. The main penalty for failure to comply with FAR 9.5 is disqualification of the contractor from pursuing any further government contracts.

Export Control

U.S. export controls laws, including the Export Administration Regulations, 15 C.F.R. Parts 730-774 (“EAR”) and International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130 prohibit exporting certain U.S.-origin items (including not only physical items but also software and technology) to foreign persons or organizations without an export license issued by the U.S. government. Notably, controlled technology may be tangible or intangible in form, and can include written or oral communications, blueprints, technical specifications, and design files, among others. Accordingly, export control violations often occur in situations where there is no physical shipment taking place, including for example inadvertent disclosures of technical information which occur during meetings, email exchanges, and telephone conferences. Before discussing technical information about a U.S. product or service, or providing technical documentation, the Company must identify who is receiving the information and determine whether that person is a U.S. person.

There are various situations the Company may encounter that can present risk of violating export control laws. If the Company is integrating U.S. products with foreign products, the work interface may require disclosure of U.S. technology to the foreign manufacturer or partner. Also, the Company may be working on a project for a joint U.S. and foreign-controlled entity, such as NATO. Occasionally, the Company may be working on a project for a foreign country. All of these situations present to the Company risk of violating export control laws, and should be evaluated on a case-by-case basis depending on the nature of the technology to be disclosed, the non-U.S. countries involved, and relevant export licensing requirements The Company is required to prepare and maintain a confidential, written disclosure plan detailing the points that may be disclosed in these situations, including under any applicable government-issued licenses or license exceptions. Such plan must be approved in advance by Company counsel. The Company is prohibited from disclosing or sharing information about U.S. technology to foreign persons or organizations without such approval.

In addition, the Company is also required to follow U.S. economic sanctions laws, which restrict activity between U.S. persons and specified countries, governments, entities, and individuals that engage in behavior contrary to U.S. foreign policy and national security goals. The U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) is the primary agency in charge of administering and enforcing U.S. economic sanctions program. Currently, OFAC imposes comprehensive embargoes prohibiting virtually all dealings involving Iran, Cuba, North Korea, Syria, and the Donetsk People’s Republic, Luhansk People’s Republic, and Crimea regions of Ukraine. The Company is prohibited from engaging in any transactions involving these countries or individuals/entities located in these countries. The United States also imposes significant, though not comprehensive, sanctions and export controls on Russia, Belarus, Venezuela, and China. Any proposed transactions or dealings involving individuals or entities from these countries must be approved in advance by Company counsel.

Finally, the U.S. government also publishes lists of individuals and entities subject to “targeted” sanctions, which impose restrictions on dealings with the listed persons. Before proceeding with any international transaction, the Company must screen the names of all counterparties against the most recent U.S. sanctions lists.

Trafficking in Persons; Commercial Sex Acts; Forced Labor (Including Child Labor)

The Company has a zero-tolerance policy regarding trafficking in persons. The Company is strictly prohibited from: (a) engaging in trafficking of persons; (b) procuring commercial sex acts; or (c) using forced labor, including child labor, in the performance of the contract. Individuals who violate this provision may be subject to the following, without limitation: removal from service under the contract, reduction in benefits, or termination of employment. The Company will take such appropriate action at its discretion. Individuals are required to provide notice as set forth in Section 2 of this Manual immediately if the individual receives information from any source alleging that the Company, any agent, individual or subcontractor has violated this provision. If the Company violates this provision, the government contract may be terminated or the Company may be suspended or debarred, in addition to other remedies available to the government.

Mandatory Reporting by Principal of Indictments/Convictions for Contract Related Crimes

The Company is required to report if certain individuals have been indicted or convicted by the government for an offense committed in connection with government contracts, or an offense involving theft, bribery, making false statements or receiving stolen property. The Company is required to report to the prime contractor if the Company has been convicted of or charged with commission of an offense which occurred in connection with a government contract or a violation of law relating to theft, bribery, making false statements or receiving stolen property. If you have any questions as to whether you have been charged with or convicted of any such offense, report it immediately following the instructions set forth in Section 2 of this Policy.

Section 5: Outside Inquiries

Cooperation in Investigations

Indelible values the trust our customers and clients place in our organization, and we uphold that trust by cooperating with investigations and audits. To protect the integrity of investigations and audits, we are not to destroy or alter records in response to an investigation or audit, or when one is anticipated. Additionally, we are not to make false or misleading statements to investigators or discuss an investigation with anyone, unless instructed to do so by investigators. If team members are contacted by an investigator or law enforcement agent, they should know that they have the right not to speak to that investigator or agent or may choose to do so only with an attorney present.

As a Company, Indelible will respond and fully cooperate with Government and third-party investigators. If you learn that a government agency or a third party is conducting an investigation or requesting information pertaining to a suspected violation of the law (through issuance of a subpoena, document request, or merely questioning team members), immediately report it to Indelible’s Legal Counsel, so the process through which we respond can promptly be put into place.

Representing Indelible

Employees of the company are expected to represent the Indelible brand in a professional and respectful manner at all times.

Indelible employees are not authorized to make official statements on ‘on behalf’ of Indelible without prior written authorization from a firm partner. The usage of Indelible’s name, likeness including our logo and trademarks may not be used without explicit permission in writing from the Company.

Any form of communication, including social media, made in association with Indelible, including references to employment, should be in line with our Company’s values and should not contain confidential company information. Both personal and professional social media activity should follow the guidelines set forth in the Social Media policy as outlined in the Indelible handbook.

Due to public interest regarding Indelible or our industry/field or related activities, reporters or media representatives may try to solicit information directly from us. Indelible employees are not authorized to speak to members of the media on behalf of or in relation to the Company.

This policy is intended to protect the privacy, confidentiality, and interests of our Company’s current and potential services, team members, and customers. This policy is not intended to prohibit protected activity under state or federal law.

No Retaliation

The Company’s policies and the law protect employees from retaliation for engaging in a protected activity or reporting what they reasonably believe is evidence of gross mismanagement or waste, abuse of authority, substantial and specific danger to public health and safety, or violation of law related to a federal contract. The Company protects employees from retaliation when they have engaged in protected activity in good faith. Anyone found to have participated in retaliatory actions against someone who made a good faith report or otherwise engaged in protected activity will be subject to disciplinary action, up to and including termination. Promptly report any concerns about retaliation resulting from reporting compliance or other concerns to management, the Human Resources Department, the Company’s Hotline (https://indelible-reporting.allvoices.co/ and phone line: 888-483-2618), or the Inspector General.

Employees may also report violations the Company’s nondiscrimination or affirmative action obligations to the Office of Federal Contract Compliance Programs (OFCCP), U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C., 20210, 1-800-397-6251 (toll-free) or 202-693-1337. OFCCP may also be contacted by email at OFCCP-Public@dol.gov, or by calling an OFCCP regional or district office, listed in most telephone directories under U.S. Government, Department of Labor. Retaliation is prohibited against a person who files a complaint of discrimination, participates in an OFCCP proceeding, or otherwise opposes discrimination.