Standards of Trust.

Pueo leadership established core values that define who we are and who we are not to serve as the foundation of all we do. These core values will be the foundation of our future.

Pueo’s mission is to build enduring business capability through innovation, education, and expertise.

Pueo founders did not set out to create just the next ordinary small business. Merely delivering quality services is not the Pueo way. Rather, we foster a culture and workforce in which every employee is stretched outside of his or her comfort zone – challenged to explore new horizons, innovate new techniques, and pioneer new and improved solutions. Those who are capable of exceptional service delivery but are not committed to this challenge are better suited to countless other firms. Company employees are proven athletes, capable of successfully addressing any task, and interested in blazing new trails.

We deliver innovative business solutions to help clients and partners optimize scarce resources, in the face of growing requirements, thereby ensuring mission success. At the forefront of technological and business innovation, our formula for success includes a light footprint, with a library of tools and resources to prosecute business challenges with speed and precision. Our focus on defense contracting is grounded in the many diverse opportunities to strengthen national security and to keep our families safe.

The company name “Pueo” translates to owl in Hawaiian and is intended to convey company culture – wisdom and guardianship. The pueo is one of the various physical forms assumed by ʻaumākua (ancestor spirits) in Hawaiian culture. In Hawaiian culture ʻaumākua act as guardians to their families, guide, and protect them – not unlike the important role of management consultants to their clients. Often depicted with graduation caps and famed in the classic children’s story “Winnie the Pooh” the owl is an iconic representation of wisdom and knowledge. Critical to Pueo is its reliance upon knowledge gained through study, experience, and application. Amidst numerous applicable abbreviations, the letters P-U-E-O appropriately also help to shape the Company’s motto – pioneering unique enterprise optimization.

This Code of Business Ethics and Conduct was established to guide employees in Company policies and procedures concerning business ethics and appropriate business conduct for Government contractors.

These policies will provide guidance to employees who are faced with uncertainty regarding decisions or behavior involving ethical business practices.

Pueo will conduct business honestly and ethically wherever operations are maintained. We strive to improve the quality of our services, products, and operations and will maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust, and sound business judgment. All employees are expected to adhere to high standards of business and personal integrity as a representation of our business practices, always consistent with their duty of loyalty to the Company.

We expect that officers, directors, and employees will not knowingly misrepresent Pueo and will not speak on behalf of Pueo unless specifically authorized. The confidentiality of trade secrets, proprietary information, and similar confidential commercially sensitive information (i.e., financial or sales records/reports, marketing or business strategies/plans, product development, customer lists, patents, trademarks, etc.) about Pueo or its operations, or that of our customers or partners, is to be treated with discretion and only disseminated on a need-to-know basis. Employees may refer to Pueo’s Employee Handbook for policies relating to confidentiality and privacy.

Section 8B2.1 of the United States Federal Sentencing Guidelines is entitled “Effective Compliance and Ethics Program” and establishes fines and penalties to be imposed on organizations for criminal violations of federal laws. However, § 8B2.1 also provides that fines and penalties may be reduced substantially if a company has an internal compliance program designed to prevent and detect violations of the law.

The Federal Sentencing Guidelines apply to all organizations, whether public or private. Therefore, they apply to Pueo.

Section 8B2.1 establishes seven (7) elements of an effective compliance and ethics program for organizations - just having Policies and Procedures and/or a Code of Conduct for employees is not enough. These seven elements have become the standard for effective compliance and ethics programs in the compliance and ethics industry and the measuring stick for government agencies when contemplating corporate liability.

For organizations involved in government contracting, a Program that comports with § 8B2.1 also meets the requirements for compliance and ethics programs established by the Federal Acquisition Regulations. Pueo’s Program, including this Code of Conduct, has been designed to comport with § 8B2.1.

This Code of Conduct applies to all officers and employees of Pueo and its subcontractors and team members and to all of its business activities – without exception. Individual consultants whom the Company engages to perform services for its customers shall be expected to comply with this Code of Conduct. As used in this Code of Conduct, “employees” shall also include individual consultants.

The most current version of the Code of Conduct is available on Pueo’s intranet. New hires receive a copy of the Code of Conduct. Yearly training on the Code of Conduct is provided to all employees. Every employee is asked to sign a Certification that he or she has received, read, and understands the Code of Conduct and agrees to comply with it. The Code of Conduct is reviewed annually and modified when necessary. Any modifications or changes to the Code of Conduct will be promptly communicated to all employees.

Every agent, officer, employee, consultant, vendor, subcontractor, or other representative of the Company having information or knowledge of any actual or contemplated conduct or transaction(s) which appears to violate Pueo’s Code of Conduct, Policies and Procedures, or standards is expected to report the matter promptly to his or her supervisor, Human Resources, Company Security, Management or Executive Staff.

Pueo has a Chief Ethics Compliance Officer (CECO). Any individual may report violations or suspected violations to the CECO. Any report of violations may be made anonymously.

Pueo’s CECO is Kevin Ming, kevin@pueo.com.

Reporting may be written or oral, telephonic or via email. In addition, reporting may be anonymous – if requesting anonymity, Pueo will consider keeping the identity of the person disclosing such information confidential in so far as doing so does not impede an investigation or resolution of the matter. Confidentiality cannot be guaranteed. Failure to report actual or suspected Code of Conduct violations subjects such persons to disciplinary action up to and including immediate termination of employment without notice.

Pueo’s Hotline

Pueo uses FaceUp, an external provider that works as both an online and hotline reporting platform, enabling the reporting of concerns anonymously. Reports can be made online at https://faceup.com/c/h7pib6oc. The Hotline operates 24/7 and can be reached by phone at 1-833-504-8382.

Possible violations of Pueo’s Code of Conduct, Policies and Procedures, or standards will be investigated promptly at the direction of the CECO. Employees may refer to Pueo’s Employee Handbook for further guidance on Pueo’s Investigation Policy.

It takes courage to speak up when something is not right. We understand that you might be uncomfortable or anxious. That is why we do not tolerate retaliation. Employees may refer to Pueo’s Employee Handbook for Pueo’s non-Retaliation Policy.

Know that you will not suffer adverse consequences for:

• Refusing to do something that violates these Standards, Pueo’s policies, or the law, even if your refusal results in the loss of business to Pueo.
• Raising a concern in good faith about potential misconduct.
• Cooperating with an investigation.

Anyone who retaliates against an employee for engaging in any of these activities will be subject to disciplinary action, up to and including termination.

Among other activities, Pueo works to ensure the success of its Program by:

Training:

• Providing annual training on the Program to all employees.
• Providing specific/directed compliance & ethics training to employees based on risks and roles.

Hiring:

• Not knowingly allowing someone who has engaged in unethical conduct to act as a principal for the Company. “Principal” includes anyone authorized to represent Pueo before current or potential clients—not just officers or senior managers.
• Not knowingly hiring — whether as an employee or a contractor — anyone who is suspended or debarred by any agency of the federal government, or who otherwise is not eligible to participate in federal programs.

Employee Resources:

• Maintaining a secure, confidential resource that all employees can use to report unethical behavior or other employee concerns.
• Investigating possible violations of the Code of Conduct, Policies and Procedures, or standards.
• Providing a safe and healthy work environment for our employees, clients, and visitors, and complying with all applicable federal, state, and local laws and regulations.
• Prohibiting any retaliatory action against employees who report violations or suspected violations of the Code of Conduct, Policies and Procedures, or standards. Employees determined to have engaged in retaliatory behavior will be subject to disciplinary action up to and including termination without notice.

It is Pueo’s policy to:

• Conduct business according to high ethical and legal standards;
• Insist that employees avoid business activities and situations that may create — or appear to create — an appearance of impropriety;
• Maintain accurate and reliable corporate records in accordance with generally accepted accounting principles and practices and other required or appropriate internal controls and recordkeeping requirements; and
• Engage in business activities in an ethical manner and in accordance with all applicable laws and regulations.

Pueo recognizes that employees must have access to reliable, predictable, and supportive resources that help them comply with the Code of Conduct.

That’s why Pueo provides:

• An “open door” policy that gives every employee access to higher levels of management.
• A work environment that expressly prohibits retaliation and retribution, discrimination, bullying, and harassment of any kind.
• A CECO.
• A 24/7 Hotline where employees can anonymously communicate concerns by contacting 1-833-504-8382.

Note, while Pueo provides an “open door” policy, there is still an expectation that employee use their chain of command unless they are uncomfortable doing so.

Pueo’s employees are the face of Pueo. It is our employees who, day in and day out, interact with our customers, vendors, suppliers, one another, and the public-at-large. Consistent with guidance provided in this Code of Conduct, each of us must be committed to living our values, acting always with integrity and fairness, and serving as role models, through our words and actions, of upstanding ethical behavior.

To better understand and appreciate the behaviors expected of Pueo’s employees, each Pueo employee is responsible for reading and abiding with this Code of Conduct and participating in compliance and ethics trainings. Pueo employees must also know and follow all Pueo’s Policies and Procedures, laws, and regulations that apply to our work.

Regardless of your position with Pueo, if you have information about or knowledge of any actual or contemplated misconduct, conduct, or transaction that appears to violate Pueo’s Code of Conduct, Policies and Procedures, or standards, you are expected to report the matter promptly to your supervisor or manager, to Human Resources, or to any member of Pueo’s Management. You can make such reports in person, by telephone, or in writing (including email). Requests for anonymity from reporting employees will be honored to the extent reasonably possible, but anonymity cannot be guaranteed.

If you want to remain anonymous, you may report your concern using our Hotline. When calling the Hotline, employees are asked to provide sufficient detailed information so as to enable adequate investigation. Anonymous reporters should also realize that their anonymity makes providing follow-up to them unlikely.

To report a concern, issue, or suspected Code of Conduct policy or ethics violation, you may:

• Speak with your Supervisor or a member of Human Resources.
• Speak with any Pueo Officer or Executive.
• Speak with the CECO.

Though we view all Pueo’s employees as leaders, our Managers and Supervisors have more formalized leadership expectations and, therefore, additional responsibilities in ensuring the success of our Program. In particular, they are expected to:

• Promote and demonstrate an upstanding ethical tone and behavior.
• Communicate compliance and ethics concerns and issues – up and down the chain of command.
• Hold employees accountable for completing all Certifications and training requirements.
• Foster work environments that encourage open and honest communications and raising of concerns.
• Report known or suspected ethical misconduct, Code of Conduct or Policy and Procedures violations, or illegal actions promptly and to the appropriate Pueo person(s).
• Honor and respect the confidentiality, to the greatest extent practical and legally allowed, of those who, in good faith, raise concerns or participate in internal investigations.
• Ensure that those who report concerns are not retaliated against and report any concerns about such retaliation immediately.

Laws and regulations are complex and subject to change often. They can also vary from State to State, Country to Country, or by nature of the client (private or governmental). Accordingly, all Pueo employees must be aware of and familiar with our Code, Policies and Procedures, and the laws and regulations applicable to each persons’ job responsibilities and functions. All new policies or changes to existing Policies and Procedures will be communicated to all employees in a timely manner and a copy made available in accordance with Pueo’s Knowledge Management standards. When in doubt, consult first a supervisor and/or Pueo’s Policy Manual. If you have further questions, please contact the CECO or Human Resources.

Pueo expects that our teaming partners, subcontractors, contractors, agents, consultants, suppliers, and others working on our behalf conduct themselves in a manner consistent with this Code of Conduct, as well as any applicable Pueo Policies and Procedures, laws, and regulations. We exercise caution when considering whom we may engage or retain to act on our behalf.

If you know of or suspect any such parties to be acting unethically or involved in misconduct, report it to Pueo Management, HR, the CECO, or using our Hotline.

Employees are expected to exercise good judgment and maintain high ethical standards and personal integrity while conducting business on behalf of Pueo, including while they are traveling on Company business.

Pueo’s operations must be accounted for and recorded in accordance with legal requirements, such as the Federal Acquisition Regulation (“FAR”) and Generally Accepted Accounting Principles. The integrity of the Company’s accounting is based on the validity, accuracy, and completeness of its systems and records. Every employee — regardless of position — who is involved in creating, processing, or recording accounting information for Pueo, including timekeeping, is responsible for the integrity of that information.

No false or intentionally misleading entries may be made in Pueo’s systems, records, or related documentation.

Employees must properly record and document any expenses made by or on behalf of Pueo. This includes expenses related to any client, supplier, or other entity doing business with Pueo, as well as their employees or agents. Please direct any questions on how to properly record expenses and other relevant limitations directly to Pueo’s Finance and Accounting Department.

Each employee must record accurately his or her time on a daily basis in accordance with the Company’s established timekeeping Policies and Procedures. Each employee is expected to read, fully understand, and follow those Policies and Procedures. In reporting your time electronically, you are certifying that your time is being charged accurately and in accordance with those Policies and Procedures. Improperly shifting costs from one contract to another, improperly charging labor or materials, and falsifying timecards are strictly prohibited. If you have any questions or doubts regarding how to charge time or record costs, it is your responsibility to seek guidance. Pueo’s employees may refer the Employee Handbook for additional guidance.

If employees are asked for information during audits (internal and external), by the CECO, or by Pueo’s accountants or legal counsel, they must provide complete and accurate information. No one in the company may conceal information that is necessary for the preparation of accurate books, records, accounts, and financial statements.

Pueo has a zero-tolerance policy regarding those who engage in or support trafficking in persons, procurement of any sex act on account of which anything of value is given or received by any person, or use of forced labor. No Company employee shall engage in, condone, or support such activities and all employees should be aware of and report any such concerns immediately to Pueo’s CECO, HR, Management, or Hotline.

All employees, agents, subcontractors, consultants, and representatives acting on behalf of Pueo must fully comport with the provisions of the Foreign Corrupt Practices Act (FCPA) and no violations will be tolerated. All third parties who interact on Pueo’s behalf with a foreign government or government-controlled entity must be provided with a copy of this Code of Conduct, which they must agree to comply with.

The rule at Pueo is very simple: We do not pay bribes. Pueo considers a “bribe” to be anything that has a value and is offered, promised, or given to influence a decision to do business with Pueo. This includes obtaining new business, retaining existing business, or gaining any other improper advantage.

Be aware that a “bribe” may be something other than a payment (e.g. cash) offered to improperly influence a decision. It can take the form of a gift, favor, job, or offer of entertainment or travel. This applies not just to a person himself or herself, but to that person’s family members, business interests, etc. – anyone that might influence that person’s decision-making. For example, helping a foreign official’s son to get an internship or paying costs for that person to attend a conference could be considered a “bribe.”

Pueo does not discourage individual employees, officers, or directors from participating in the political process in their own right, including the making of voluntary contributions to candidates or parties of their choosing.

But outside of the U.S., Pueo may not make political contributions, and you must ensure that your own political contributions are never conditioned upon any agreement or understanding to take or not take any particular governmental action on behalf of Pueo.

This same caution also applies when considering contributions for charities, communities, or social responsibility projects when someone associated with such activities is also associated with the government. Such contributions should be approved in advance by Pueo’s BCEO and CEO.

The FCPA is a complex law, with many “gray areas” (e.g. “facilitating payment”) that can be encountered. Similar laws in other jurisdictions, such as the UK Bribery Act, are similarly complex and may be applicable to Pueo in certain situations. If you have any questions regarding Pueo’s Anti-Corruption Policy, contact Pueo’s CECO or HR Dept.

Employees must be careful about giving or receiving gratuities, gifts, and other business courtesies because even gestures that seem simple and innocent can be harmful to Pueo’s reputation and ability to conduct business. They may also violate laws and/or regulations, or third-party codes of conduct or policies or procedures. Employees are advised to review Pueo’s HR Policy and the Employee Handbook. Employees may also contact a member of senior management or the CECO for additional clarification or questions.

Items included as gifts

A gift can be a gratuity, favor, discount, cash, gift certificate, entertainment, hospitality, loan, promise to not collect a debt, or other item having monetary value. Keep in mind that this also applies to services as well as gifts of training, transportation, local travel, lodging, and meals.

Rules on giving and receiving gifts

Pueo serves both commercial and governmental clients, which requires particular attention as it concerns gifts. Accordingly, Pueo’s Gifts and Gratuities Policy distinguishes and directs gift giving and receiving as it applies to our federal government clients, our state and municipal government clients, and our commercial clients.

Federal government

With Federal government employees and our federal clients, gift giving and receiving is prohibited (“no gifts”).

States and municipalities

With state and municipal government employees and clients, we follow specific state or municipal rules regarding gift giving and receiving. If you would like assistance with researching specific state or municipal rules, contact Pueo’s HR or the CECO.

Commercial (non-government)

With commercial clients and employees, Pueo respects the clients’ gifting rules and, if such rules allow gifts, has set dollar limits that enable legitimate business development activities while ensuring adequate monitoring and auditing efforts.

Limited exceptions. Some things are excluded from the definition of a gift. For example, a gift does not include:

• Non-alcoholic beverages, snacks, or other inexpensive food items if they are not a part of a meal.
• Greeting cards, presentational plaques, certificates, or trophies. Prizes in contests open to the general public.
• Commercial discounts available to the general public (including to government employees).
• Honoraria - Employees may, with the prior written approval of their supervisor, receive honoraria for lectures and other such activities while on personal days, compensatory time, annual leave or leave without pay. If the employee is acting in any official capacity, honoraria received by an employee in connection with activities relating to employment with Pueo are to be paid to Pueo.

For more details, please refer to Pueo’s Gifts and Gratuities Policy and the Employee Handbook. You may also contact the CCO for assistance with questions or concerns.

Pueo is prohibited from using federal funds to pay persons, such as lobbyists or consultants, to influence or attempt to influence executive or legislative decision-making in connection with the award or modification of any Government contract. No employee may hire such a lobbyist or consultant without the CEO’s prior written authorization.

Pueo respects the right of employees to be involved in political activity and to contribute their own time and resources. Such activity, however, must not take place on Company time or property, nor involve the Company’s name, and the Company will not reimburse employees for any contributions they may make. Laws and regulations governing contributions to state and local candidates vary from state to state, and all employees shall act in accordance with all such laws and regulations. Questions concerning political contributions should be directed to Pueo’s CECO.

Outside of the U.S., Pueo employees shall not use either Pueo funds or their own funds to make direct or indirect payments or give Gifts, whether in the form of money or any other thing of value, to a political party or member of a political party without prior written approval from Pueo’s CECO.

Pueo acts with integrity and ethically in all of our business dealings and complies with all applicable laws and regulations wherever we do business. Almost every country in the world prohibits making payments or offers of anything of value to government officials, political parties, or candidates in order to obtain or retain business. We must never pay commissions or fees to dealers, distributors, agents, finders, or consultants that are used as a bribe or kickback.

As a U.S. based business, many laws apply to Pueo both inside and outside the U.S. Among these are laws that:

• Ensure that companies do not cooperate in any way with unsanctioned boycotts;
• Restrict trade with certain countries or persons;
• Prohibit dealings that could aid terrorists or organizations that support terrorists; and
• Require that transactions are not being used for purposes of money laundering.

Pueo is committed to honoring the laws and regulations that restrict or prohibit business or trade with certain countries, entities, or individuals. These laws and regulations include U.S. trade restrictions, import and export controls, and anti-boycott laws, as well as trade restrictions and import and export controls enforced by other countries where Pueo conducts business or the United Nations.

Pueo may be subject to these restrictions due to our involvement in transactions connected with the U.S. or their affiliation with Pueo. For example, using U.S. Financial Institutions (e.g. banks), routing paperwork through the U.S. for processing, or receiving help from a U.S. citizen located anywhere in the world may be sufficient involvement for these restrictions to apply.

U.S. laws and regulations prohibit or restrict certain dealings with designated persons/parties and entities controlled by or otherwise associated with sanctioned countries, persons, or parties engaged in sanctioned activities, such as terrorism, narcotics or human trafficking, and the manufacture and/or distribution of weapons.

The following are some ways in which we can respect trade laws:

• Comply with import and export laws and regulations associated with the countries in which we do business.
• Be aware that the laws of more than one country may apply in cross-border transactions.
• Ensure that anything intended for import or export is properly classified in advance, based upon the country of origin, the destination, the end use and the end user – secure all required documentation, labeling, licensing, permits, and approvals.
• Do not conduct business with countries subject to U.S. or other applicable trade embargoes or economic sanctions.
• Do not participate in boycotts that the U.S. does not support – if you receive requests to comply with a boycott or supply boycott related information, contact Pueo’s CECO.
• Do your part to ensure the integrity of our supply chain by communicating our trade compliance policies to parties conducting business on Pueo’s behalf.

Violations of trade laws and regulations can result in the loss of import and export privileges, as well as civil and criminal penalties.

Trade compliance is a very complex area. When in doubt about trade regulations or policies, seek guidance from Pueo’s CECO.

With the exception of common business transactions with banks or other financial institutions, employees may not make loans to or borrow from individuals or organizations that do business with Pueo.

Never make false or deceptive claims to promote Pueo or its services. Pueo’s employees must not engage in or permit any activities that involve fraud or misrepresentation(s) regarding any aspect of Pueo’s business. Also, as noted above in this Code of Conduct and in Pueo’s Employee Handbook, Pueo employees have a duty to report such concerns.

Special restrictions apply to hiring or retaining a government or former government employee (including military officers) as an employee or consultant of the Company. In addition, there are special constraints regarding any communication(s) concerning possible employment of government employees who are designated as “procurement officials” during the conduct of any procurement action and otherwise. In order to be sure that you do not violate any of these restrictions, contact Human Resources for advice before discussing the possibility of employment with any government official.

Authorization from Human Resources must be obtained before entering into any talks relating to proposed employment with current government employees. Such talks should begin only after the government official has publicly announced that he/she is leaving government service. In addition, any plans to employ retired military officers of general or flag rank, or civilian officials having the rank of Deputy Assistant Secretary or above, must be approved in advance by Pueo’s Head of Legal Affairs and Sr. HR Business Partner. Employees may refer to the Employee Handbook for additional guidance.

An OCI may result when factors create an actual or potential conflict of interest on an instant contract, or when the nature of the work to be performed on the instant contract creates an actual or potential conflict of interest on a future acquisition. In the latter case, some restrictions on the future activities of Pueo may be required. Following are some examples of types of OCI’s:

• Biased Ground Rules – May occur when the contractor has input into setting the ground rules for a competition in which it (or an affiliate) may participate, for example:
  • Contractor helps Government write the Statement of Work or other specifications for an upcoming procurement.
  • Contractor has the ability to specify goods or services that can only be provided by itself (or an affiliate).
• Unequal Access to Information – May occur when a contractor has access to nonpublic information that may provide it with a competitive advantage in future competitions, for example:
  • Contractor in the course of its work gains access to financial or technical information related to competitors.
  • Contractor gains access to Government needs or procurement strategy.
• Impaired Objectivity – Involves situations where a contractor’s work under one contract could entail evaluating itself, a related entity, or a competitor. Also occurs where a contractor could have the ability to steer work to itself or a related company or away from a competitor. Examples:
  • Contractor has responsibility for determining where particular work is conducted.
  • Contractor does quality assurance/quality control on an affiliate or competitor.
  • Contractor provides administrative personnel in sensitive procurement areas (e.g. overhearing procurement discussions).

Pueo’s employees may refer to the Employee Handbook for additional guidance on identifying and reporting Conflicts of Interests, including OCIs.

Pueo values our government customers and recognizes that the laws and regulations associated with serving them are generally more complex and stricter than those for our commercial customers. We have highlighted some of the more common areas within other sections of this Code of Conduct (i.e., Conflicts of Interest, Gifts and Gratuities, Regulation and Competition, etc.). Pueo is absolutely committed to complying with the requirements of applicable Federal Acquisition Regulations and all other relevant laws and regulations when conducting business with the U.S. Government.

We promote procurement integrity by, among other things:

• Not allowing gifts of any kind or value with federal government employees;
• Never attempting to obtain or use: 1) government confidential information or source selection information or 2) other contractor’s nonpublic bid or proposal information, such as costs, pricing, or proprietary information;
• Not discussing job or business opportunities with current or former government officials or employees, military personnel or their family members unless properly authorized by Pueo;
• Ensuring that all information submitted in government contract proposals and negotiations is accurate, complete, and current;
• Ensuring that we fully comply with all requirements for each federal government contract we have and report complete and truthful information about our performance on a federal government contract when required or requested;
• Ensuring that we account for our hours, expenses, and costs in accordance with all federal government contracting laws and regulations;
• Ensuring that our subcontractors are qualified and understand that there are requirements in our federal government contracts applicable to their subcontract with Pueo, including their agreement to abide by Pueo’ Code of Conduct and applicable Policies and Procedures.

Pueo employees must understand and appreciate that violations occurring in serving federal government agencies bear substantial penalties. In addition to criminal prosecution, civil penalties, and fines, any federal agency can suspend or debar Pueo from all federal government contracting (not just with the agency at issue). The decision to suspend or debar an organization from federal government contracting is essentially an issue of trust – can that agency trust you to do business with them? We must never take any action(s) that violates the trust that we have earned and honor with the federal government customers Pueo serves. Employees may refer to the Employee Handbook for guidance and expectations when working on government contracts.

Security regulations that govern and/or relate to the protection of government classified information are complex and vary by government agency/department. Pueo is required to properly safeguard and control access to all government information that is classified for protection and is in our possession. Each Pueo employee, as well as our subcontractors, consultants and visitors, must familiarize themselves with all applicable security regulations/requirements and hold applicable clearance(s) prior to gaining access to classified information.

For security assistance and information, please contact Pueo’s Facilities Security Officer. If you have any questions about the laws or regulations that may affect government contracting work you do on behalf of Pueo, please contact your Manager, Supervisor, or HR. Employees may also look to the Employee Handbook for additional guidance.

Contractors must timely disclose to the affected federal government agency’s Office of Inspector General and Contracting Officer whenever, in connection with a contract award, performance, or closeout of a contract, the contractor has credible evidence that a principal, employee, agent, or subcontractor has committed certain crimes or engaged in certain misconduct. To not do so is a crime itself, and subjects the contractor to numerous and severe penalties, including possible prosecution and suspension/debarment from federal government contracting.

It is Pueo’s responsibility to make such disclosures. Therefore, it is imperative and required that you report any suspected fraud, waste, abuse, or misconduct to Pueo’s CECO, HR, or a member of Pueo’s Management immediately. You may also use our Hotline to report such concerns. Your concerns will be investigated in accordance with Pueo’s policies and, if required, disclosure will be made to the affected federal government agency.

Pueo must comply fully with TINA in the conduct of its U.S. Government business. The purpose of TINA is to give the Government an effective means of negotiating a fair and reasonable price. TINA requires disclosure of cost or pricing data and certification that such data are accurate, complete, and current. Employees involved in negotiating Government contracts and subcontracts must ensure that all cost and pricing data, communications and representations of fact are accurate, complete, current, and truthful.

Antitrust laws prohibit business practices that restrain fair trade, such as price-fixing conspiracies, corporate mergers that weaken the competitiveness of a market, and predatory practices designed to achieve and/or maintain monopoly power. Pueo strictly complies with antitrust laws.

Enacted in 1890, the Sherman Anti-Trust Act prohibits agreements among competitors to fix prices, manipulate bids, or engage in other anticompetitive activity. The Antitrust Division of the U.S. Department of Justice prosecutes Sherman Anti-Trust Act violations.

Here are a few details about Sherman Act violations:

• They are felonies.
• If the offense was committed before June 22, 2004, punishment is a fine of up to $10 million for corporations and up to $350,000- or 3-years imprisonment (or both) for individuals.
• If the offense was committed on or after June 22, 2004, punishment is a fine of up to $100 million for corporations and $1 million for individuals, and/or a sentence of up to 10 years.
• For some violations, the maximum potential fine may be increased above the Sherman Act maximums to as much as twice the gain or loss involved.
• A corporation or individual convicted of a Sherman Act violation may be ordered to reimburse victims for all overcharges.
• Victims of bid-rigging and price-fixing conspiracies may sue violators for up to three times the amount of the damages they suffered.

The following are common types of Antitrust Violations:

Price fixing

Price fixing is an agreement among competitors to agree on prices for their goods or services. This restricts price competition and is against the law. Price fixing can take different forms. Competitors do not have to charge exactly the same price, and not every competitor in an industry must join the conspiracy.

Price fixing can be agreements to:

• Establish or adhere to price discounts. Hold prices firm.
• Eliminate or reduce discounts.
• Adopt a standard formula for calculating prices.
• Maintain price differentials between different types, sizes, or quantities of products or services.
• Adhere to a minimum fee or price schedule. Fix credit terms.
• Not advertise prices.

Bid rigging

Through bid rigging, conspiring competitors can manipulate prices in a competitive bid situation. Competitors agree in advance who will submit the winning bid on a contract. Just as with price fixing, it is not necessary that all bidders participate in the conspiracy.

Bid rigging conspiracies usually fall into one or more of the following categories:

• Bid Suppression: Competitors who would normally bid for work, or who have previously bid for work, agree to not bid or withdraw a bid so that only one competitor—the one that the competitors all agree upon—wins the work.
• Complementary Bidding: This occurs when competitors agree to submit bids that the buyer will not accept because the bids are too high and/or involve unacceptable terms. Such bidding may appear to be genuinely competitive, but it is not. Such schemes are designed to conceal secretly inflated prices. This is also sometimes referred to as “cover” or “courtesy” bidding.
• Bid Rotation: In a bid rotation scheme, all the conspirators submit bids, but take turns being the lowest bidder. Such schemes can vary. For example, competitors may take turns on contracts according to the size of the contract and/or the size of each conspirator company.
• Subcontracting Scheme: In a subcontracting arrangement, competitors who agree to not bid or submit a losing bid receive subcontracts from the successful bidder. In some schemes, a low bidder will agree to withdraw its bid in favor of the next low bidder in exchange for a secret subcontract that divides the contract revenue(s) between them.

Market division

In market division or allocation schemes, competitors agree to divide markets by customers, products, or territories. Each conspirator can sell to customers or bid on contracts involving certain customers or types of customers, certain products or types of products, or certain territories. But they cannot sell to customers or bid on contracts allocated to the other competitors in the scheme.

In other market division schemes, competitors agree to quote intentionally high prices, or to not sell to, clients in geographic areas allocated to conspirator companies.

Violating the law can have a devastating and lasting effect on the persons involved, as well as Pueo. Employees who break the law, such as, for example, the False Claims Act, may be subject to disciplinary action, including termination. They may also subject themselves individually, as well as Pueo corporately, to criminal and civil liability, fines, a compromised record, and possible imprisonment.

For government clients served by Pueo, violating the law or certain regulations may result in Pueo’s suspension or debarment from all federal contracting or contracting with a particular client. One person’s misconduct puts all of Pueo, and its employees, at risk. Therefore, all Employees are required to abide by Pueo’s policies and procedures in this Code of Conduct and the Employee Handbook.

As an employee of Pueo, it is important not to place yourself in a position where your actions or personal interests are, or are reasonably likely to be perceived to be, in conflict with the interests of the Company. A conflict of interest occurs when you advance a personal interest at the expense of Pueo’s interests. It is up to you to avoid any activity that creates, or appears to create, a conflict between your personal interests and the interests of Pueo. Employees in doubt about a potential conflict should speak with the CECO, HR, or someone in Management.

Employees may refer to the Employee Handbook for additional guidance on identifying and reporting personal conflicts of interest.

The following examples of conflicts of interest are guidelines and not meant to be all-inclusive:

• No employee may engage in an independent business venture or perform work or services for another organization to the extent that the activity prevents the employee from devoting the time and effort to the business of Pueo as required by his or her position.
• No employee or family member may have, directly or indirectly, a significant financial interest in, involvement with, or obligation to any business organization which does or seeks to do business with Pueo unless the interest or obligation has been fully disclosed in writing to the Company, and it has been determined that the employee’s duties for Pueo will not require him or her to make decisions or take actions that could be influenced by such interest, involvement, or obligation.
• No employee may appropriate or divert a business opportunity of Pueo to herself/himself or any other person or organization.
• No employee may participate in a decision-making process involving circumstances that present a conflict of interest. This includes employment and/or assignment related decisions regarding a family member or other person with whom the employee has a close personal relationship.

Employees are to maintain independence and objectivity with clients, the community and Pueo. Before entering into any employment, contractual, creditor, consulting and consumer relationship, an employee must ensure that no express or implied conflict of interest exists. Employees are called upon to maintain a sense of fairness, civility, ethics and personal integrity in all business transactions.

Persons who possess material, non-public information concerning Company business or that of Company customers, suppliers, vendors, business partners, or competitors may not trade in the Company’s securities or those of such customers, suppliers, vendors, business partners, or competitors nor reveal the information to anyone (or provide trading “tips” based upon such information) until the information has been effectively disclosed to the public. These prohibitions are based on federal securities laws, and as used in those laws, “material” information is information that a reasonable investor likely would consider important in deciding to purchase or sell a security and that could affect the price of the security.

If you are a full-time employee, we expect you to consider Pueo to be your primary employer. Any outside employment or business activities must be secondary to your position at Pueo. Whether or not your employment with Pueo is full time, you must refrain from engaging in activities outside the scope of your employment if such activities would detract from, or interfere with, the fulfillment of your responsibilities as an employee of the Company. For additional guidance, Pueo employees may refer to the Employee Handbook.

Exercise caution when developing independent business opportunities with other companies. You and Pueo may need to use teaming agreements, non-compete agreements, and/or nondisclosure agreements to minimize the potential for conflicts between your interests and the interests of Pueo. Contact a member of Senior Management, HR, or the CECO if you have questions about your individual business relationships with other companies.

Pueo employees must have prior written approval of Pueo’s CECO to: engage in the same or similar lines of business as conducted by Pueo while employed by Pueo; or volunteer at or work for another entity (company, firm, business) that conducts the same or similar business as Pueo. This includes serving on the board of directors or similar advisory board of an entity (company, firm, or business) that either does business with Pueo or that competes or could reasonably compete with Pueo.

Pueo employees may not endorse any product, service, or organization on behalf of Pueo unless specifically authorized by an authorized official of the Company.

Every employee of Pueo has a fiduciary relationship to Pueo. All information relating to the internal operations of the organization is strictly confidential. Employees may refer to the Employee Handbook for additional guidance on protecting Pueo’s intellectual property and inventions.

Pueo respects the legitimate privacy interests of its employees and complies with laws regarding releases of personnel information. Such information may include but is not limited to, medical and insurance records; benefit information; personnel files; discipline reports; employment agreements; drug test reports; credit and criminal checks; and disability and accommodation information and requests. Employees may refer to Pueo’s privacy and confidentiality polices in the Employee Handbook.

The systems, processes, and software designs prepared by Pueo are the Company’s intellectual property. We may grant licenses to our intellectual property to other parties. In some cases, Pueo may have acquired intellectual property from third parties through development, purchases, or licensing agreements.

All designs, inventions, techniques, or other intellectual property created by Pueo employees during their employment are considered “work for hire” that belongs to Pueo. Pueo owns the rights, titles, and privileges that accompany the authorship of intellectual property, including the right to copyright, publish, copy, and make derivative works of that property.

A trade secret is information that gives Pueo an advantage over its competitors. Trade secrets can be formulas, patterns, devices, programs, methods, techniques, processes, or compilations of information that are valuable because only Pueo knows about them. If another organization or individual learns about a trade secret, it loses its value as a source of competitive advantage. Trade secrets are legally protected and Pueo can pursue action against parties that try to obtain them. Therefore, employees who know Pueo trade secrets must take steps to protect them.

Practical steps to keeping trade and business secrets protected

Employees with access to Pueo’s trade and business secrets must protect the information from accidental or purposeful disclosure:

• If you are responsible for either Pueo’s or a client’s trade or business secrets, ensure that they are physically and/or electronically secure.
• If you review such trade or business secrets on your computer monitor, particularly on a laptop while traveling or outside of the office, ensure that others cannot view your computer screen.
• Never leave files of Pueo or client trade or business secrets open and unattended.
• Do not take Pueo’s or a client’s trade or business secret information from your place of work unless specifically authorized by your manager.
• If those you supervise work with trade or business secrets, make sure that they understand the importance of protecting that information and how to do so properly and effectively.

Fair competition is the basis of the private enterprise system, and Pueo supports laws that ensure equitable competition in the markets we serve. Through our business practices, we strive to increase sales by providing the best possible quality, price, service, and value to our clients, and not through any questionable means. We know that quality work, reasonable prices, and excellent service will help us to continue our success and growth. Employees should be aware of the laws and regulations that govern competition, so that they can help maintain Pueo’s fair business practices and reputation as a fair market competitor.

We strive to create and maintain a work environment in which people are treated with dignity, decency, and respect and believe that each individual has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits bullying and discriminatory practices, including harassment. Pueo’s work environment should be characterized by mutual trust and the absence of intimidation, oppression, and exploitation.

Other prohibited conduct, because of its adverse impact on the work environment, includes the following:

• Threats or violent behavior. Possession of weapons of any type.
• A manager having a romantic relationship with a subordinate.
• Discrimination against any employee on the basis of any element of diversity.
• Use, distribution, sale, or possession of illegal drugs or any other controlled substance, except for approved medical purposes.
• Being under the influence of illegal drugs, controlled substances used for non-medical purposes, or alcoholic beverages in the workplace.
• Consumption of alcoholic beverages on Pueo’s premises, unless approved in advance by your manager.

Pueo’s employees may refer to Pueo’s safety and loss prevention policies in the Employee Handbook for additional guidance.

We are committed to a safe, healthy, and violence-free work environment. Behavior that poses risk to the safety, health, or security of Pueo employees, our extended workforce, or visitors is prohibited. If you become aware of a risk to the safety, health, or security of our workplace, you should notify your supervisor or any member of management immediately. To be able to respond effectively, Pueo needs to know about such actions as soon after they occur as possible. However, if it is an emergency or life-threatening situation, first contact emergency services by dialing 911, and then notify a Pueo official.

Pueo prohibits discrimination, harassment, and bullying in any form – verbal, physical, or visual, as discussed more fully in Pueo’s Employee Handbook. If you believe you have been bullied, harassed, or discriminated against by anyone at Pueo, or by a Pueo partner, vendor, or affiliate, we strongly encourage you to immediately report the incident to your supervisor, Human Resources, or both. Similarly, supervisors and managers who learn of any such incident should immediately report it to Human Resources. Human Resources will promptly and thoroughly investigate any complaints and take appropriate action.

Pueo prohibits the misuse/abuse of prescription drugs, and reporting to work with detectable amounts of alcohol in one’s body is prohibited. These activities constitute serious violations of Pueo’s rules, jeopardize Pueo, and can create situations that are unsafe or that substantially interfere with job performance. Employees in violation of Pueo’s Drug Free Workplace Policy are subject to appropriate disciplinary action, up to and including termination of employment.

As stated earlier, this Code of Conduct provides guidelines for employee conduct. However, please keep in mind that as a Pueo employee, you are always responsible for your own conduct. This includes your behavior while traveling on company business.

Pueo will address violations of this Code of Conduct and any other violations of Pueo Policies and Procedures on an individual basis. Pursuant to its at-will employment policy, Pueo reserves the right to impose whatever forms of discipline it chooses in a particular instance. Disciplinary action may include an oral or written warning and/or reprimand, suspension with or without pay, demotion, or termination. A negative performance evaluation will count as a written warning. There is no standard series of disciplinary steps Pueo must follow. In certain circumstances, the employee’s conduct may lead to immediate discharge. Employees who have had formal written warnings are not eligible for salary increases, bonus awards, promotions, or transfers during the warning period. Pueo Employees should refer to Pueo’s Performance Management policy for more information.

Employees have no reasonable expectation of privacy in their use of Pueo’s resources, whether those resources are equipment or devices, or the software that runs on those devices. This includes not only the email and telephone systems, but also Internet access, video equipment, copy machines, fax machines, and scanning devices.

To protect its assets, Pueo reserves the right to:

• Monitor personal communications made using Company resources;
• Monitor email accounts, text messaging, and other communications on Company resources; and
• Search personal computers or cellular phones/hand-held devices used for Company purposes; and
• Physically search offices, lockers, desks, file cabinets, and any other similar property of Pueo.

This right to monitor and search also applies to Pueo property not located on Pueo’s premises. Any monitoring and searching activities will follow applicable laws and regulations. Employees may refer to the Employee Handbook for further guidance as to Pueo’s privacy policy.

Pueo supports the usage of social media by our employees, but we expect that each and every employee act responsibly and in accordance with this Code of Conduct, and Pueo’s social media policy, which can be found in the Employee Handbook.

Social media should never be a channel for retaliation, which Pueo strictly prohibits.

“Social Media” includes blogs, wikis, social networks, virtual worlds, and other media yet to be identified or created that are used to connect you with larger communities and or the rest of the world. Common examples include, but are not limited to:

• Blogs.
• Microblogging and/or Microblogging sites such as Twitter, Instagram, or Ponderous.
• Multimedia and social networking sites such as Facebook, YouTube, LinkedIn, or Flickr.
• Forums such as Yahoo! Groups or Glassdoor. Bookmarking sites, such as Digg or Delicious.
• Wikis such as Wikipedia and any other site where text can be publicly posted.
• Virtual Worlds such as Second Life.

When using or engaging in social media, we recommend that you consider some simple guidelines:

• Be Honest and Accurate - Integrity is at the heart of Pueo’s Code of Conduct. Always communicate information or facts that are true. When giving an opinion, ensure that your opinion is clearly identified as such and not as a fact.
• Be Positive and Respectful – If you don’t have something nice to say or a kind way and respectful way of saying it, think twice before you say it.
• Be Yourself – Do not impersonate someone else and do not create a link from your blog, website, or other social networking site to a Pueo website without identifying yourself as a Pueo employee.
• Know Your Audience – Consider the appropriateness of your messages and/or posts, including photos, in light of whom might see them (i.e., Pueo customers, employees, competitors, etc.).
• Correct Mistakes – If you share something that is incorrect, make sure to correct or retract it. If you want to correct something someone else has said, consider doing so privately rather than in a public forum.
• Don’t Make Illicit Statements – Though this should be common sense, do not make statements that are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, hateful, pornographic, profane, racist, sexist, sexually explicit, or indecent.
• Maintain Confidentiality – Maintain the confidentiality of Pueo’s trade secrets and private or confidential information. Confidential information includes, but is not limited to, contracts, customer data, contract terms, customer security arrangements, locations, and posts. Trades secrets may include information regarding the development of systems, processes, products, know-how, and technology. Do not post internal reports, policies, procedures, or other internal business-related confidential communication.

Pueo Employees may refer to the Employee Handbook for more information about Pueo’s social media policy.

Pueo supplies, services, office equipment, and electronic communications systems (including its computers, websites, Internet connections, cell phones, handheld portable electronic communications devices, telephone and fax systems) are for Pueo’s business and may not be used for personal needs, except on an incidental and occasional basis that does not interfere with an individual’s job performance or otherwise violate Pueo’s policies. Under no circumstance may Pueo’s property be used for advertising, promotion, or solicitation of business other than for Pueo.

Pueo’s electronic communication systems may not be used for any unlawful or improper purposes including, but not limited to, posting, copying, downloading, viewing, or transmitting any material that violates the rights of others or is illegal, infringing, threatening, abusive, defamatory, sexually explicit or offensive, harassing, or otherwise objectionable. Employees should refer to the Employee Handbook for more information about Pueo’s policies for safety and using company property.

If you leave Pueo for any reason, including retirement, you must return all Pueo’s assets to Pueo, including Pueo assets on BYO devices. Never disclose or use Pueo assets for any purpose that violates the Code of Conduct. Pueo continues to own intellectual property that you create as a Pueo employee even after you leave Pueo.