Personal Integrity Conflict of Interest

A “conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Company as a whole. Each of us has a responsibility to avoid activities which conflict or appear to conflict with our job responsibilities or the interest of Insight IP. A conflict may arise if outside activities or personal interests jeopardize your ability to make objective decisions in the course of doing your job. Examples of conflicts of interest are listed below. It may sometimes be difficult to know if a particular action or activity poses a conflict or apparent conflict. If you are faced with such a situation, you are urged to consult with your supervisor to assess whether you should refrain from that particular action or activity.

The following are examples of conflicts of interest:

• Engaging in employment or any other activity that interferes with your ability to devote the required time and attention to your job responsibilities;
• Holding a significant financial interest in a current or prospective customer or competitor of Insight IP, or serving as an employee, consultant or director of that business;
• Directing Insight IP business to a vendor that is owned or managed by you or a relative;
• Participating, directly or indirectly, in a decision regarding Insight IP business that may benefit you personally;
• Improperly using Insight IP assets for personal benefit or the benefit of others. Failure to disclose the fact of a conflict or a potential conflict may constitute grounds for disciplinary action up to and including termination.

In summary, you must at all times avoid any activity, investment or interest that could create a conflict between your interests and the best interests of Insight IP.

Corporate Opportunities. You are prohibited from:

• Taking, for personal benefit, opportunities that are discovered through the use of Insight IP property, information or position;
• Using Insight IP property, information or position for personal gain; or
• Competing with Insight IP.

You owe a duty to Insight IP to advance its legitimate business interests when the opportunity to do so arises.

Anti-Money Laundering

You may not participate in money laundering, which is the process of concealing funds that have been illegally obtained. You may not use your relationship with Insight IP to disguise or attempt to disguise the sources of illegally obtained funds.

Entertainment

It is permissible from time to time for an employee of Insight IP to accept entertainment from vendors, suppliers and customers provided that such entertainment is reasonable and is not for the purpose of improperly influencing business decisions. Employees in purchasing capacities, or who are responsible for the engagement of service providers on behalf of Insight IP should, however, refrain from accepting entertainment from vendors or suppliers except for the infrequent and modest business lunch. What constitutes reasonable entertainment depends on the situation, but as a rule of thumb, the entertainment should not be of a nature that might be considered lavish or excessive, and its value should not exceed £100.00. Except for the occasional modest business lunch or dinner, your acceptance of any entertainment should be approved in advance by your manager.

Gifts and Other Payments

As an employee of Insight IP, you must exercise care to ensure you neither give nor accept any gift or payment for the purpose of unlawfully or improperly influencing business decisions. Accordingly, you may not give or accept gifts of more than £100 in value in connection with the business of Insight IP, since such gifts can affect or might appear intended to affect the judgment of the person receiving the gift. In certain instances, the refusal to accept a gift could hurt a legitimate business interest of Insight IP: in such cases, it may be appropriate to accept a gift. If there is any question regarding whether or not to give or accept a gift, your supervisor or other person to whom you are accountable should determine whether a gift is proper, in consultation with appropriate members of the management team when appropriate. Any gifts which are not permitted should be declined. However, under no circumstances should a gift of more than £100 in value be accepted or given without obtaining approval from the Managing Director. Further, note that cash is never an acceptable gift regardless of the value or denomination.

Improper Payments

You may not use any funds or assets of Insight IP for payments, gifts, or gratuities of any kind, whether legal or illegal, which directly or indirectly inure to the personal benefit of any party with which Insight IP does business. Under no circumstances shall you make or accept bribes, kickbacks, or other improper payments of any kind, or gifts of money. This prohibition applies to dealings with current or potential customers, vendors, representatives, consultants or any other party seeking to establish a business relationship with Insight IP.