Code of Business Conduct
LabMinds, Inc. (“LabMinds”) expects that all of its directors, officers, and employees will maintain the highest ethical standards in the conduct of all of LabMinds’ business. It is the intent of LabMinds’ Code of Business Conduct and Ethics (the “Code”) that all directors, officers, and employees will conduct LabMinds’ business with integrity and will comply with all applicable laws and LabMinds’ policies in a manner that focuses on LabMinds’ best interests and excludes consideration of personal advantage or gain.
The Code applies to all of LabMinds’ directors, officers, and employees.
Given the complexity of ethical questions that may arise in the course of business, the Code offers guidance only. If confronted with ambiguous ethical situations, then we should remember LabMinds’ commitment to the highest ethical and moral standards and should seek advice from each other and from management to ensure that all actions are taken in furtherance of LabMinds’ commitment to these principles.
Specifically, officers and directors should seek guidance from the Director of Finance and Human Resources and/or the Board and all other employees should seek guidance from their immediate supervisors and/or the Director of Finance and Human Resources.
Conflict of Interest
LabMinds’ directors, officers, and employees must promote the best interests of LabMinds at all times. A conflict of interest occurs when a person’s private interests interfere in any way with the interests of LabMinds. LabMinds’ personnel should avoid any action that may involve a conflict of interest with LabMinds’ business interests.
Directors, officers, and employees and their relatives should not have any undisclosed, unapproved financial or other business relationships with suppliers, customers, or competitors of a nature that might impair the independence of any decision they may need to make on behalf of LabMinds.
Concurrent or outside employment can also pose actual or potential conflicts of interest.
If any employment other than that with LabMinds interferes in any way with assigned job responsibilities at LabMinds, encroaches on LabMinds’ working hours, risks a breach of LabMinds’ Confidential Information or intellectual property, or is otherwise not in LabMinds’ best interests, then the individual may not engage in the other employment.
At times, relationships can also cause actual or potential conflicts of interest.
Officers, directors, and employees may not represent LabMinds in any transaction in which the individual or the individual’s relative has a substantial economic interest. Similarly, officers, directors, and employees should not engage in physical or other romantic relationships with any officer, director, or employee of another entity that LabMinds does business with, is seeking to do business with, or is a competitor of LabMinds.
Directors, officers, and employees must also avoid apparent or potential conflicts of interest, where a reasonable observer might assume there is a conflict of interest and, therefore, a loss of objectivity in their actions on behalf of LabMinds.
Where actual or potential conflicts arise, directors, officers, and employees must provide full disclosure of the circumstances as outline in this Code and should stand back from any related decision-making process. Directors and officers shall provide full disclosure of any actual or potential conflicts of interest to LabMinds’ Board, and all other employees shall provide full disclosure to their immediate supervisors and the Director of Finance and Human Resources.
Fair and Ethical Dealing
LabMinds’ directors, officers, and employees shall behave honestly and ethically at all times. LabMinds bases its relationships with customers, suppliers, competitors, and employees on fair and ethical business practices. Accordingly, all directors, officers, and employees should endeavor to deal fairly and ethically with all customers, suppliers, competitors, and employees. No director, officer, or employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, or any other unfair or unethical business practice.
The purpose of business entertainment and gifts is to create goodwill and sound working relationships. No gifts or entertainment should ever be offered or accepted by any director, officer or employee or any relative unless it is consistent with customary business practice; is not excessive in value; cannot be construed as a bribe or payoff; and does not violate applicable domestic or international laws or regulations. The offer or acceptance of cash is strictly prohibited.
In addition to ensuring that all of our directors, officers, and employees are acting ethically at all times, LabMinds also endeavors to do business with suppliers and customers that are committed to ethical business conduct. To that end, if a LabMinds director, officer, or employee becomes aware of a customer or supplier that has offered gifts or entertainment that would violate this code if accepted by the LabMinds individual, then the LabMinds individual should report the matter in accordance with the procedures explained in this code.
Equal Employment Opportunity
It is the policy of LabMinds to provide equal employment opportunity to all employees and applicants for employment and not to discriminate on any basis prohibited by law, including race, color, religion, sex, age, national origin, marital status, sexual orientation, pregnancy, physical or mental disability, genetic information, gender identity, veteran or military status or any other legally-protected category. It is our intent and desire that equal employment opportunities will be provided in employment, recruitment, selection, compensation, benefits, promotion, demotion, layoff, termination, job assignment, and all other terms and conditions of employment. LabMinds, its officers and directors and all managerial personnel are committed to this policy and its enforcement.
Any employee with questions or concerns about any type of discrimination should report these concerns to the immediate attention of their supervisor and the Director of Finance and Human Resources. Employees can raise concerns or make reports without fear of reprisal. Any employee who violates this Code or knowingly retaliates against an employee reporting or complaining of a violation of this Code shall be subject to immediate disciplinary action, up to and including discharge. Complaints brought pursuant to this Code will be promptly investigated and handled with due regard for the privacy and respect of all involved.
Policy against Harassment
LabMinds is committed to maintaining a working environment that is free from sexual harassment and other types of discriminatory harassment. LabMinds’ commitment begins with the recognition and acknowledgment that such harassment is unlawful. To reinforce this commitment, LabMinds has developed a policy against harassment and a reporting procedure for employees who believe they have been subjected to or witnessed harassment. This policy applies to all work-related settings and activities, whether inside or outside the workplace and includes business trips and business-related social events. LabMinds property (e.g., phones, tablets, copy machines, facsimile machines, computers, and computer applications such as e-mail and Internet access) may not be used to engage in conduct which violates this policy. LabMinds’ policy against harassment covers employees and other individuals who have a relationship with LabMinds which enables LabMinds’ to exercise some control over the individual’s conduct in places and activities that relate to LabMinds’ work.
Employees are expected to act positively and contribute to a productive work environment that is free from unlawful harassment. Prohibited harassment includes slurs, epithets, derogatory comments, unwelcome jokes, teasing, or other similar verbal or physical conduct based on an individual’s race, color, national origin, sex, pregnancy, sexual orientation, age, religion, physical or mental disability, marital status, military or veteran status, genetic information, gender identity or any other legally-protected category.
Discrimination or harassment on any of the bases described above, in any form, between employees at any level, supervisory or non-supervisory, or by third parties such as contractors, vendors, or customers will not be tolerated.
Protection and Proper Use of Assets
Directors, officers, and employees must safeguard all LabMinds property, whether it is a piece of equipment, an electronic (or other media) file, or confidential or proprietary information. They should also ensure that LabMinds property is used in an efficient manner and for legitimate business purposes. Theft, carelessness, and waste have a direct impact on LabMinds’ profitability and morale.
Drugs and Alcohol
To ensure the unimpaired judgment of our employees and the professional environment of our workplace, employees may not work under the influence of drugs or alcohol. Employees may not operate a vehicle owned or leased by LabMinds while under the influence of drugs or alcohol. The unlawful possession, use or distribution of a controlled substance in the workplace or during working hours is prohibited. The consumption of alcohol in the workplace or during working hours is similarly prohibited, except at
events approved by a member of senior management.
Environment, Health and Safety in the Workplace
LabMinds is committed to maintaining a healthy and safe workplace and to complying with all applicable environmental and safety laws. LabMinds is committed to developing procedures and providing training to protect employees and the environment. If you are aware of any condition that may be unsafe, unhealthy or hazardous to the environment, contact your supervisor or the Director of Finance immediately.
Directors, officers, and employees shall not take for themselves or their relatives opportunities that are discovered through the use of LabMinds property, information, or position. They may not use corporate property, corporate information, or position for improper personal gain and may not compete, either directly or indirectly, with LabMinds or its affiliated companies. All directors, officers, and employees owe a duty of loyalty to LabMinds to advance LabMinds’ legitimate business interests whenever possible.
Compliance with Laws and Regulations.
In conducting the business of LabMinds, directors, officers, and employees will respect and comply with all applicable federal, state, local, and international laws, rules, and regulations at all levels of the government in the United States and in any country in which LabMinds does business.
Directors, officers, and employees involved in the preparation of reports and documents shall make disclosures that are full, fair, accurate, timely, and understandable. All financial officers and employees shall communicate to the Board and LabMinds’ independent auditors all relevant information and professional judgment or opinions. Directors, officers, and employees shall not knowingly conceal or falsify information, misrepresent material facts, or omit material facts to mislead LabMinds’ independent auditors.
Directors, officers, and employees shall maintain the confidentiality of all information entrusted to them by LabMinds, its affiliates, and their respective customers and vendors except where disclosure is authorized by LabMinds management or legally mandated. They should recognize that such information is the property of LabMinds or the Confidential Information’s owner and only LabMinds or the Confidential Information’s owner may authorize its publication or use by others.
“Confidential information” includes, but is not limited to, all non-public information that is a trade secret and/or might be of use to competitors or harmful to LabMinds or its customers if disclosed without authority. It also includes information that has been entrusted to LabMinds by customers or suppliers. Examples of confidential information include, but are not limited to, information about LabMinds’ existing and contemplated products and services, inventions, processes, procedures, systems, discoveries, know-how, methods, designs, configurations, technology, trade secrets, and improvements; LabMinds’ lists of customers and prospective customers and purchasing preferences and sales history of customers; and LabMinds’ marketing, business, and financial plans, marketing analyses, proprietary literature and publications, financial information and personnel information.
The obligation to preserve Confidential Information and to not use Confidential Information for personal gain continues even after employment ends.
Ownership of Work Product
For purposes of this Code the term (“Work Product”) shall mean any ideas, inventions, works of authorship (including but not limited to computer programs, software and documentation), improvements or discoveries, whether or not patentable, copyrightable or copyrighted, along with any copyrights therein.
Employees must disclose promptly and fully to LabMinds any Work Product which during the term of this Agreement they may conceive, make, develop, or work on, in whole or in part, solely or jointly with others, whether or not reduced to drawings, written description, documentation, models, computer programming code or other tangible form.
Employees agree that their Work Product, whether or not actually disclosed to LabMinds, is and shall be the sole and exclusive property of LabMinds or its nominees, and employees shall retain no rights therein. Any copyrightable or copyrighted Work Product, whether or not actually disclosed to LabMinds, is and shall be considered a work made for hire, and any copyright in such material shall belong exclusively to LabMinds or its nominees. Employees shall not knowingly take any steps to jeopardize or challenge the validity of the LabMinds’ ownership of Work Product.
Directors, officers, and employees agree to assist LabMinds in every way proper to obtain, for the LabMinds’ benefit or for the benefit of the LabMinds’ nominees, patents, copyrights, or other protection for any and all Work Product. Such assistance may include, but shall not be limited to, (i) the assignment of such Work Product to the LabMinds or its nominees in any manner or form prescribed by the LabMinds, (ii) the prompt execution of any and all applications, assignments, or other instruments (at the LabMinds’ office or at any other reasonable place that the LabMinds may designate) which LabMinds may deem necessary in order to enable it or its nominees to apply for, register, prosecute, obtain, maintain, enforce or defend letters patent or copyrights of the United States or foreign countries for such Work Product, (iii) making and keeping proper records, (iv) giving evidence and testimony at the LabMinds’ request and (v) assisting LabMinds, or its nominees and attorneys, in every way possible to accomplish any of the foregoing. All of the foregoing shall be at the LabMinds’ sole expense.
Any assignment of copyrights hereunder includes the assignment of all rights of patent, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (“Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law, and to the extent allowed by law, employees hereby waives such Moral Rights in favor of the LabMinds and consents to any action of the LabMinds that would violate such Moral Rights in the absence of such consent.
Directors, officers, and employees shall ensure that all business records and communications, including electronic communications, are clear and accurate. Electronic communications include, but are not limited to: email, messaging (Slack), video conferencing (Zoom/Google Hangouts), phone, and fax.
Financial Integrity and Responsibility
Directors, officers, and employees are expected to act responsibly and practice sound judgment concerning matters involving LabMinds’ finances. During your duties, if you spend money or distribute anything else of value, you must maintain complete and accurate records of all disbursements of funds.
General Principles and Standards
To summarize the important points of this Code and provide more specific guidance, it should be clear that all directors, officers, and employees of LabMinds are required to adhere to the following standards and principles:
- Avoid the intent or appearance of unethical or compromising practices in relationships, actions, and communications.
- Demonstrate loyalty to LabMinds by diligently following the lawful instructions, policies, and Code of LabMinds, using reasonable care, and using only the authority granted to the director, officer, or employee.
- Refrain from any private business or professional activity that would create an actual or potential conflict between personal interests and the interests of LabMinds.
- Refrain from soliciting or accepting money, loans, credits, discounts, gifts, entertainment, favors, or services from present or potential suppliers that might influence, or appear to influence, purchasing decisions.
- Handle confidential or proprietary information belonging to LabMinds and our suppliers and customers with due care and proper consideration of ethical and legal ramifications and governmental regulations.
- Promote positive business relationships through courtesy and impartiality in all phases of the purchasing cycle.
- Refrain from reciprocal agreements that restrain competition.
- Know and obey the letter and spirit of laws governing all functions of LabMinds, and remain alert to the legal ramifications of your actions.
- Conduct international business in accordance with the laws, customs, and practices of foreign countries, consistent with United States laws, LabMinds’ policies, and this Code.
Compliance with the Code of Business Conduct and Ethics
This Code applies to all LabMinds’ directors, officers, and employees. Any director, officer, or employee who violates this Code shall be subject to disciplinary action up to and including dismissal. The appropriate disciplinary action will be determined by LabMinds at its discretion after a review of the circumstances and to prevent and correct any violations of this policy and making clear that violations will not be tolerated or condoned.
In addition to disciplinary action against any director, officer or employee who violates this Code, disciplinary action may also be taken against individuals who authorize a violation of this Code, who deliberately fail to report violations of this Code, who deliberately withhold relevant information regarding violations of this Code, and those who manage or supervise a violator to the extent that the circumstances of the violation reflect inadequate leadership or lack of diligence.
Reporting Non-Compliance with the Code or Other Ethical Concerns
If any director, officer, or employee has knowledge or is suspicious of any non-compliance with any section of this Code or is concerned whether a circumstance could lead to a violation of the Code, then they should immediately discuss the situation with their immediate supervisor. If the director, officer, or employee feels uncomfortable or otherwise believes it inappropriate to discuss a matter with their immediate supervisor, then the director, officer, or employee may discuss the matter directly with the Director of Finance and Human Resources. If the director, officer, or employee feels uncomfortable or otherwise believes it inappropriate to discuss a matter with the Director of Finance and Human Resources, then the director, officer, or employee may discuss the matter directly with Chairman of the Board.
LabMinds will not tolerate any retaliation against a director, officer, or employee who acts in good faith in reporting any violation or suspected violation of this Code. Any individual who believes that he or she has been retaliated against for reporting a violation or suspected violation of this Code should immediately report the matter to the Director of Finance and Human Resources or the Chairman of the Board.
Any waiver of this Code for any director, officer or employee, may be made only by the Board and will be promptly disclosed.
This Code is not an employment contract and does not limit the obligations of any employee under any existing non-compete, non-disclosure or employment-related agreements by which the employee is bound or policies which cover the employee, and does not alter the at-will nature of the employment relationship.
I have received and read a copy of LabMinds’ Code of Business Conduct and Ethics. I understand all of the terms of the Code and agree to abide by them.
Director, officer or employee signature Date
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