Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct (“Code”) defines the key values we are guided by. We expect our employees to respect these values and to practise these established principles in their daily work. We also expect our suppliers to comply with these standards.

Uphold the Law

Our commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must understand the company policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or company policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations.

Competition

We are dedicated to ethical, fair and vigorous competition. We will sell Geotek Medical products and services based on their merit, superior quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for Geotek Medical or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.

Proprietary Information

It is important that we respect the property rights of others. We will not acquire or seek to acquire improper means of a competitor’s trade secrets or other proprietary or confidential information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.

Avoid Conflicts of Interest

We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of Geotek Medical may conflict with our own personal or family interests because of the course of action that is best for us personally may not also be the best course of action for Geotek Medical. We owe a duty to Geotek Medical to advance its legitimate interests when the opportunity to do so arises. We must never use Geotek Medical property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with Geotek Medical.

Determining whether a conflict of interest exists is not always easy to do. Employees with a conflict of interest question should seek advice from the management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers.

Accepting Business Courtesies

Most business courtesies offered to us in the course of our employment are offered because of our positions at Geotek Medical.

We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies.

Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favouritism or that may adversely affect Geotek Medical’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when Geotek Medical is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain Geotek Medical business.

Meals, Refreshments Entertainment and Gifts

We may accept occasional meals, refreshments, entertainment, gifts and similar business courtesies that are customary and conform to reasonable ethical practices of the marketplace, provided that:

• They are not inappropriately lavish or excessive.
• The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity.
• The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future.
• The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.

Customary business entertainment is proper however, impropriety results when the value or cost is such that it could be interpreted as affecting an otherwise objective business decision.

Offering Business Courtesies

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon Geotek Medical. An employee may never use personal funds or resources to do something that cannot be done with Company resources. Accounting for business courtesies must be done in accordance with approved company procedures.

Other than to our government customers, for whom special rules apply, we may provide non-monetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments or entertainment of reasonable value, provided that:

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization.
• The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.
• The business courtesy is properly reflected on the books and records of Geotek Medical.

Accurate Public Disclosures

We will make certain that all disclosures made in financial reports are full, fair, accurate, timely and understandable.

This obligation applies to all employees, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.

Employees should inform the management if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.

Corporate Recordkeeping

We create, retain and dispose of our company records as part of our normal course of business in compliance with all Geotek Medical policies and guidelines, as well as all regulatory and legal requirements.

All corporate records must be true, accurate and complete, and company data must be promptly and accurately entered in our books in accordance with applicable accounting principles.

We must not improperly influence, manipulate or mislead any audit, nor interfere with any auditor engaged to perform an independent audit of company books, records, processes or internal controls.

Accountability

Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about company policy. If we are concerned whether the standards are being met or are aware of violations of the Code, we must contact the Management of the company. We take seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.

Integral to our business success is our protection of confidential company information, as well as non-public information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names/addresses or non-public information about other companies, including current or potential suppliers and vendors. We will not disclose confidential and non-public information without a valid business or legal purpose and proper authorization.

Use of Company Resources

Company resources, including time, material, equipment and information, are provided for company business use.

Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Employees and those who represent Geotek Medical are trusted to behave responsibly and use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.

Generally, we will not use company equipment such as computers, copiers and fax machines in the conduct of an outside business or in support of any religious, political or other outside daily activity. Solicitation of company employees by non-employees is prohibited at all times. Solicitation by an employee of another employee is prohibited, while either the person doing the soliciting, or the person be solicited is on working time and or company property. Distribution of materials by employees in work areas or on working time is prohibited.

In order to protect the interests of the Geotek Medical network and our fellow employees, we reserve the right to monitor or review all data and information contained on an employee’s company-issued computer or electronic device, the use of the Internet or Geotek Medical’s intranet. We will not tolerate the use of company resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate.

Privacy and Confidentiality:

When handling financial and personal information about customers or others with whom Geotek Medical has dealings, we observe the following principles:

Collect, use, and retain only the personal information necessary for the company’s business.

Whenever possible, obtain any relevant information directly from the person concerned. Use only reputable and reliable sources to supplement this information.

Retain information only for as long as necessary or as required by law. Protect the physical security of this information.

Limit internal access to personal information to those with a legitimate business reason for seeking that information. Use only personal information for the purposes for which it was originally obtained.

Obtain the consent of the person concerned before externally disclosing any personal information, unless legal process or contractual obligation provides otherwise.

Respect for Human Rights

Our company is expressly committed to upholding human rights within its sphere of influence. We undertake not to be involved in any form of human rights violations, neither directly nor indirectly. We also expect our suppliers to treat all human beings respectfully and fairly and to uphold human rights within their sphere of influence.

Elimination of all Forms of Forced Labour, Child Labour and Human Trafficking

We are committed to the prohibition of all forms of forced labour. This includes all types of work or services that are enforced by a person under threat of punishment or that are involuntarily provided by a person. We require that our suppliers do not permit any kind of forced labour within their companies. Geotek Medical is committed to the prohibition of any form of child labour. If minors are employed, the company observes the minimum age for admission to employment in accordance with national regulations. We are committed to the prohibition of any form of human trafficking. Our company demands that its suppliers do not tolerate any kind of child labour or human trafficking within their companies. We expect that our suppliers do not let young employees carry out dangerous work, that they observe the national employment regulations of minors and that they do not hinder children’s education due to their employment.

Eliminate of all Forms of Discrimination in Recruitment and Employment

Our company rejects all forms of discrimination in the working environment. Therefore, we respect the privacy of our employees. We are committed to equality of opportunity and diversity and advocate that all employment decisions (such as appointment, promotion and training) are based solely on people’s skills and qualifications. Aspects such as race, ethnic origin, religion or ideology, gender, sexual identity, age, nationality, disabilities, social background, personal relationships or union affiliation may not influence employment decisions. We reject any form of sexual harassment of employees and take all legal measures available against it. We also expect our suppliers to promote equal opportunity and diversity and to prevent discrimination in employment decisions and sexual harassment.

Observation of Environmental Protection

We focus on ensuring that environmental risks and negative impacts on the environment are minimized as far as possible through precautionary measures. These include in particular:

• reduction of energy consumption and greenhouse gas emissions
• keeping the air clean and thus improving air quality
• management of natural resources
• avoidance of waste
• preservation of water quality and the economical use of water as well as
• responsible chemicals management.

We pay close attention to compliance with applicable national environmental legislation, regulations and standards in all associated companies. Furthermore, we support the use of modern, efficient and environmentally friendly technology. Our suppliers are also expected to protect the environment and to adhere to applicable national legislation, regulations and standards. Our suppliers must ensure that their activities do not cause avoidable environmental damages.

Compliance

Compliance with these principles is an essential element in our business success. Our management is responsible for ensuring these principles are communicated to and understood and observed by all employees.

Compliance with the Code is subject to review by the management of the company. Employees are expected to bring to management’s attention any breach or suspected breach of these principles. Provision has been made for employees to be able to report in confidence.

From time to time, employees will likely have questions as to how this Code applies in particular situations. We expect all employees with such questions to discuss the exact circumstances with our management.

CONTACT

If you have any questions regarding the topic of this Code please feel free to contact us at all times at info@geotekmedicalusa.com Indications of possible violations of laws or this Code can be reported to our management via email address info@geotekmedicalusa.com All information will be treated confidentially.