Customer Relations
Customer Commitments
Avoiding Misrepresentation
Dealing with Suppliers
Competing in the Field
Relationships with Other Organizations
Acquiring and Using Information about Others
Information Owned by Others
Using Trademarks
Gifts, Entertainment, Referral fees and Commissions
Complying with Laws Contracting and Signing on Behalf of E5 Group
Restricting E5 Group's Future Business Activities

Customer Relations

You are the goodwill ambassador of E5 Group wherever and with whomever you are dealing. If your conduct promotes respect and appreciation, E5 Group, its products and services, will be respected and appreciated. This means that you must act in a competent, courteous and respectful manner. Friendliness should not be confused with familiarity, however. At all times your communications should be businesslike and orderly. Take pride in your work and enjoy doing your very best every time you speak or act.

Customer Commitments

Our customer commitments are documented in the agreements between E5 Group and the customer. Employees who are directly and indirectly providing service to E5 Group customers should be familiar with the portion of the agreement that governs the work they are doing. If you are uncertain about the obligations you have to our customer, address your concerns to your manager.

We understand and respect customer rules and practices when working at their facilities. However, in the case of a conflict between the customer's rules and practices and the E5 Group rules and practices, you should select the most ethically appropriate choice under the particular circumstances.

Avoiding Misrepresentation

Your trustworthiness will be the corner stone to a successful relationship with outside parties. Never misstate the facts as you know them or make any other statement that is untrue. You must take care to ensure that your communications with others are completely clear. Where you believe that your communications have been misunderstood you must act immediately to correct the misunderstanding.

Dealing with Suppliers

Normally, there are a variety of suppliers from who E5 Group can pick to provide a product or service. We will look at a number of factors in deciding with whom to deal. Ensure that you know what your authority consists of before advising anyone that you have authorization to commit E5 Group to such a purchase.

Your input in reviewing the factors E5 Group will consider in making a purchasing decision is crucial and not to be taken lightly. You must avoid attempting to exert undue influence that is based on any motivation other than assisting in make the best decision for E5 Group and our customers.

Wherever possible, E5 Group will use a competitive evaluation process to determine which supplier to use in a particular situation. For that process to work, you must gather all useful information available and relay it to persons within E5 Group who are responsible to make the final purchasing decision. This means that the information you provide must be clear and comprehensive of the facts known to you about the given purchasing situation and any potential supplier. Those facts and all other information known to you are confidential information to E5 Group and not to be made known to anyone outside E5 Group.

Avoiding Reciprocal Dealing

Never tell a prospective supplier that E5 Group's decision to deal with them is premised upon their agreement to purchase goods or services from us. Such behaviour is unethical and, sometimes, even illegal.

E5 Group will consider its relationship with a supplier (who, in many cases, is also a customer) when making the decision whether to buy that supplier's goods or services but our final decision will always be based upon what is best for our customer.

Competing in the Field

We enter the marketplace knowing that our competitors are offering products and services that compete with ours. It is our intention to continue to compete vigorously, but legally and ethically.

Competing effectively often requires that we find creative solutions and incentives for our customers. We must be careful, however, to avoid suggesting to any potential purchaser of our products and services that we will, in any given case, depart from our established prices, policies and procedures to win their business. We have adopted our prices, policies and procedures because they are competitive and fair. Deviation from them requires a compelling case and the authorization of E5 Group's management.

Avoiding False and Misleading Statements about Competitors

It is impossible to establish respect for E5 Group's products and services by denigrating the products and services of our competitors. Be sure that any comparison of our products or services with those of our competitors is factually based and in no way misleading. We are confident that, when our customers are apprised of the facts, they will make the decision to buy from E5 Group.

Selling against Competitive Orders

When a potential customer is legally bound to complete the purchase of the products or services of one of E5 Group's competitors, you must refrain from discouraging that customer from carrying out their legal obligations. Until such a legal obligation exists, however, it is E5 Group's policy to win that potential customer's business through every legal, ethical and reasonable means at our disposal.

When you are uncertain about whether a potential customer has become legally obligated to one of our competitors, it is essential that you seek the advice of E5 Group's president.

Relationships with Other Organizations

Our industry has a surprisingly few number of participants. In many cases such participants have multiple relationships with E 5 Group. A supplier might also be a competitor, distributor or even and end-user.

When dealing with a participant in our industry it is essential that you be aware of the relationship or relationships that participant has to E5 Group. When a participant has more than one such relationship with E5 Group your dealing with that participant must always be tempered with your knowledge of the impact on us of each such relationship.

Complementary Third Parties

E5 Group has established relationships with numerous organizations that offer complementary products and services to ours. When dealing with such parties, it is appropriate for your conduct to be guided by those of our guidelines, which speak to your conduct in sales, marketing and service situations.

Sometimes complementary organizations carry competing products and services to those of E5 Group. When a situation arises where a complementary organization competes with E5 Group, caution must be exercised and those guidelines in respect of dealing with competitors must also be observed.

Business Contacts with Competitors

Interaction with competitor organizations is inevitable and, in some cases, even desirable. For example, there are situations where E5 Group will sell to or purchase from a competitor organization. Communications with such organization in one of these situations, by necessity, must be carefully undertaken and by established procedures to ensure that the interests of E5 Group are not compromised.

Interaction with competitor organizations is also inevitable in such situations as trade shows, standards organization meetings and joint bids. Even those interactions require caution and, if you are uncertain in any given situation as to how to deal with it, you should seek the advice of the President of E5 Group.

Prohibitions

Dissemination of any information, which is proprietary or confidential to E5 Group, is strictly prohibited. Examples of such information include: contract terms, pricing, costs, inventory, and product or marketing plans. As a general rule, if the information will assist an E5 Group competitor in competing with E5 Group in any way, you must refrain from disclosing it. If any attempt is made by a competitor to persuade you to provide such information to them, you must object and insist that no such further attempts be made or communication will immediately be discontinued. If necessary, you should physically leave the place where such attempt has been made.

E5 Group will not take part in discussions with a competitor that could result in price fixing. Such arrangements invariably are exposed with the resultant loss of respect and credibility. Our customers must always know that our price for products and services has been arrived at honestly and competitively. In the long run, it's the only policy that is actually sustainable.

Acquiring and Using Information about Others

To effectively complete, E5 Group gathers information about its competitors and their products and services. There is nothing illegal or unethical about such activity provided it is done through means that are not illegal or unethical. Where such information is legally and ethically obtained it must be handled with sensitivity and care. Companies and people are concerned about protecting their property and reputations. Every effort must be made to respect those concerns while making proper competitive use of such information.

Illegal practices such as trespassing, burglary, wiretapping, bribery and theft are wholly unacceptable to E5 Group. Similarly, E5 Group personnel must not attempt to obtain information about our competitors or their products and services through hiring competitor's former employees, solicitation of confidential data or other forms of unethical intelligence gathering.

Competitor information must not be shared with anyone, including other E5 Group employees, until you are certain that to do so would not be unethical or illegal. If you uncertain about how to treat competitor information which has been received by you through legal and ethical means, you should obtain the advice of the President of E5 Group.

Information Owned by Others

Often information is actually owned by others. Such information is called "proprietary" and includes such things as trade secrets, customer lists and non-public financial information. Proprietary information may be oral, written or visual. In many cases it is illegal or unethical to misappropriate or use proprietary information without the express written consent of its owner. E5 Group is committed to not seeking to gather such information or to use it without the consent of its owner.

Sometimes a company or individual will offer to you it, his or her proprietary information for a particular purpose. If such information is required for you to perform the task in which you are properly involved, you should accept the information but respect the intention of the party providing it to you and adhere to the conditions (written or otherwise) on which it was provided to you. Such information is to be held by you in confidence and not shared with anyone outside E5 Group. Further, you should only share it with persons within E5 Group who have a need to know it to perform the task in which they are properly involved and only after they are made aware of any conditions placed upon its use.

If you are uncertain whether information that has been provided to you is proprietary or if you are uncertain as to the terms upon which you may use or disseminate it, you should seek the advice of the President of E5 Group.

Acquiring Software

Software is usually protected by copyright and other forms of protection for intellectual property. It may be in the form of computer programs, databases and other documentation. It may be on CD-ROMS or diskettes or it may exist on-line.

Do not accept software before you understand the terms upon which it is being provided to you. Usually, such terms are in the form of license agreements or other legal documents. Where such terms are provided to you, it is imperative that you follow such terms strictly.

Do not put personal use software that is on your equipment on E5 Group equipment. Do not copy E5 software or data for your equipment without the express consent of the President of E5 Group.

Whenever you are uncertain as to the propriety of using software or the terms upon which it is being provided to you, you should seek the advice of the president of E5 Group.

Using Trademarks

Names, designs, symbols, logos and slogans are Trademarks. Trademarks are another example of property that cannot be used without the consent of the owner. Trademarks can be registered with the federal governments of Canada and the United States but they do not need to be to be the property of their owner. Usually, if the owner of a Trademark has registered it, the owner will indicate this by marking the letter "R" in parenthesis beside it. However, registration does not need to have been effected for the owner of the Trademark to be able to enforce its right to its exclusive use of the Trademark.

Only use the Trademark of another company or person with their consent. If consent is obtained, ensure that you use the Trademark in exactly the same way and for the same products or services that the owner of the Trademark uses it. If consent for the use of the Trademark cannot be obtained, do not use it.

When using E5 Group's Trademarks in publications, always identify it as the Trademark of E5 Group.

If you are uncertain about whether you have permission to use another company's or person's trademark or the extent of such permission, you should seek the advice of the President of E5 Group.

Gifts, Entertainment, Referral Fees and Commissions

E5 Group's guidelines in respect of gifts, entertainment, referral fees and receiving commissions is as follows:

Business Amenities

To receive customary business amenities such as meals or entertainment is acceptable provided the cost of such an amenity is reasonable and is not, to your knowledge, prohibited either by law or by the giver's employer.

The giving of business amenities is subject to E5 Group's policies in respect of employee expenses.

Receiving and Giving Gifts

Care must be taken to avoid even the appearance that by accepting a gift you are communicating to a supplier that E5 Group intends to purchase that supplier's products or services. Similarly, it is imperative when a customer offers you a gift that there be no possible suggestion that such gift is being made in lieu of the customer paying the full amount to which E5 Group is entitled for its products or services. Accordingly, where a gift is from either a supplier or a customer and is substantial in nature, our policy will be to politely refuse the gift. Exceptions may be made but only with the express authorization of the President of E5 Group. If you have any doubt about the propriety of accepting a gift you should seek the advice of the President of E5 Group.

No E5 employee is entitled to make a gift that is substantial in nature to a supplier, customer or other party. Gifts such as advertising novelties, which are expressly purchased for the purpose of being given to customers, suppliers and others, are not considered substantial in nature. Where, in the judgment of the President of E5 Group, the giving of a substantial gift is appropriate, it will be expressly authorized by and paid for by E5 Group. If you feel you know of a situation where the giving of a gift is appropriate you should seek the authorization for such expenditure from the President of E5 Group.

Referral Fees

It is the policy of E5 Group to not allow third parties to pay E5 Group employees a commission or fee for any reason. Where it is appropriate for a third party supplier to pay a commission or fee for some act of an E5 Group employee, such commission or fee is property of and payable to E5 Group.

Relationships with Government Employees

Numerous laws exist which prohibit the giving of a gift to a government employee. Such laws typically define an "employee" as including an individual who works for a corporation owned or funded by the government. Further, not all such laws that E5 Group concerns itself with are Canadian in origin. For example, the Foreign Corrupt Practices Act (FCPA) of the United States prohibits the giving of a gift to an American government employee outside the United States. The sanctions provided for in the FCPA could, potentially, have a negative impact on E5 Group. Accordingly, any substantial gift to a government employee in Canada, or elsewhere, must be approved by the President of E5 Group. Gifts such as advertising novelties, which are expressly purchased for the purpose of being given to customers, suppliers and others, are not considered substantial in nature.

Political Donations

Direct or indirect political donations are strictly prohibited by E5 Group. This does not mean that E5 Group employees should be discouraged in participating in political activities on their own time or making such political donations, using their own funds, as they see fit.

Complying with Laws

E5 Group and all of its employees shall comply with all laws applicable to them. In the event you feel uncertain about the correct application or interpretation of any law, you should seek the advice of the President of E5 Group.

Competition

Numerous laws exist to prevent interference with a free market economy. Such laws are referred to as "anti-trust", "anti-monopoly", "fair trade", "cartel" or "anti-competition" laws. In Canada, the lead such law is found in the Competition Act of Canada. E5 Group is committed to adhering to such laws in all jurisdictions where it carries on business.

Anti-competition laws prohibit arrangements between two or more parties that eliminate bona fide competition and fair dealing. Examples would be laws prohibiting: price fixing, establishment or maintenance of an unauthorized monopoly and arrangements that make it impossible for one or more parties to carry on business. Such laws are necessarily complex and are constantly being interpreted by the courts. Where you encounter a situation where you feel E5 Group should be aware that it is or may become in contravention of such a law, you should notify the President of E5 Group of your concerns.

Exporting and Importing

The export by E5 Group of any product or service is subject to Canadian and foreign export/import control laws and regulations. Whenever an export of our products or services occurs, government authorizations must be obtained here and in the country of destination. Such authorizations may even have application even in situations such as e-business or e-service activities. Failure to comply with such laws or regulations will result in civil liability and may, in some cases, result in criminal liability.

When traveling to another country on E5 Group business or sending our products or services to another country, it is imperative that you determine whether an export of our technology is taking place. Where we are exporting our technology, we must ensure that all necessary authorizations have been obtained prior to export taking place. Where you are uncertain whether an export of our technology is occurring or whether E5 Group has obtained all authorization as may be necessary, you should seek the advice of the President of E5 Group or the Customs Brokerage firm with whom you may be dealing.

Similar considerations arise when we import technology into Canada. Therefore, whenever you are importing products or services into Canada, you must ensure that all domestic laws that exist and have application to your situations have been complied with. In any situation where you are unsure whether an import of technology is occurring or whether E5 Group has obtained all authorization as may be necessary, you should seek the advice of the President of E5 Group or the Customs Brokerage firm with whom you may be dealing.

International Boycotts

It is an offence under the Foreign Extraterritorial Measures Act to comply with a foreign state's or tribunals international trade or commerce policy that adversely affects or may adversely affect Canadian interests in relation to trade or commerce, or infringes Canadian sovereignty. All requests and contract terms that purport to have E5 Group comply with the trade restrictions or embargoes ordered by a foreign government or its agencies must be reported to the President of E5 Group for appropriate action.

E5 Group's primary product suppliers and many of it's customers are U.S. Corporations, thus where possible without violating Canadian laws including the Foreign Extraterritorial Measures Act, it is E5 Group's intention to follow in addition to Canadian law the U.S. laws, which prohibit E5 Group and its subsidiaries and affiliates and their agents from complying with or supporting a foreign country's boycott of a country which is "friendly" to the United States.

E5 Group is required to report promptly to the U.S. Government any request to support a boycott or to furnish information concerning a boycott. A foreign country or an entity associated with the country could make such a request in a bid invitation, purchase order or contract, letter of credit or orally in connection with a transaction or in a number of other ways. Examples of improper boycott requests are requests that we refuse to do business with a boycotted country, including its citizens, or with so-called blacklisted companies who do business with the boycotted country or that we provide information about activities in a boycotted country or implement letters of credit with boycott conditions. It should be noted that Canadian laws also have additional requirements, so if you hear of a boycott or receive a request to support a boycott or to provide information related to a boycott, you should contact your manager and the President immediately.

Embargoes

Currently, both Canada and the United States maintain commercial embargoes against a number of countries. E5 Group complies with Canadian laws and U.S. laws when not in violation of a Canadian law regarding these embargoes. Because the list of embargoed countries changes frequently, consult with the President of E5 Group if there any questions about E5 Group's ability to do business with a particular country.

The Environment

E5 Group is committed to strictly adhering to all existing laws which govern the protection of the environment in all places where we carry on business. Further, where no law dealing with an environmental protection issue exists, we will adopt a stringent policy which meets all reasonable standards for environmental protection.

If you are involved in work that relates to processes that affect the environment, it is imperative that you acquaint yourself with the applicable environmental laws and regulations that relate to that process and ensure that your actions are in full compliance with such laws and regulations.

For more information on our environmental policy, please go to the E5 Group Web Site.

Public Sector Procurement and Communications

Government employees are almost always strictly bound by laws, regulations and rules governing how they go about buying products and services from the private sector. To fail to comply with such a law, regulation or rule could lead to the disciplining, or even termination of, such an employee. Therefore, no E5 Group employee should encourage a government employee to ignore or breach the laws and rules by which they are bound. It is in our interests to be sensitive to the spirit as well as the letter of such a law or rule as doing so will foster trust and respect between E5 Group and the public sector.

Never discuss business or employment opportunities with a government employee which could personally benefit them. To do so could be interpreted as a bribe or attempt to obtain an unethical or even illegal benefit for E5 Group.

The use of outside experts, such as consultants, to dealing with government employees should only be undertaken with the express authorization of the President of E5 Group as it is imperative that any such person be made aware of our policies in dealing with government employees.

Lobbying

Any contact with government personnel for the purpose of influencing law or rule making is strictly prohibited to E5 Group employees. If you feel that a particular law or rule works unfairly to E5 Group's disadvantage, you should advise the President of E5 Group of the situation and allow the matter to be dealt with at the management level.

Electronic Communications

In addition to general professional etiquette expected when using electronic communications, the use of these devices is subject to special legal requirements in most jurisdictions. Sending technical data via the Internet to another country involves export / import laws of the transmitting and receiving countries. Similarly, many nations restrict certain commercial applications of electronic communications. To be on the safe side, never use electronic communications tools for commercial uses, such as mass faxing, mailings or telephone solicitations without first checking with your manager.

Contracting and Signing on Behalf of E5 Group

You have an obligation to ensure that you do not legally bind E5 Group to a course of action that has not been authorized by E5 Group management. Accordingly, you must take care never to execute any document that requires action on the part of E5 Group that goes beyond your instructions in a given situation. If you are uncertain whether a document will obligate E5 Group to such a course of action or if you are uncertain what course of action will be required, you should seek the advice of the President of E5 Group.

Restricting E5 Group's Future Business Activities

The decision as to what future business activities E5 Group may enter upon rests with E5 Group management. Wherever you feel you are being asked by anyone to commit E5 Group to refraining from a future activity you should clearly indicated that such a commit goes beyond your authority. Thereafter, you should report the matter to the President of E5 Group in order that further action may, if necessary, be taken.

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