Upstream’s Partner Code of Business Conduct

Upstream is committed to conducting its business in a manner that exemplifies integrity, ethical conduct and honesty. This commitment is an important professional value of our leadership and employees. To ensure that we create business relationships only with Partners that share our commitment, we ask that our Partners read and ensure that they comply with this Partner Code of Conduct (“Code”). We appreciate all our Partners’ efforts to join us in creating a business community of which they are proud to be a part.

Compliance With Laws

Upstream Security Ltd and all its subsidiaries (“Upstream”) expects and requires all of its partners, including its respective employees, independent contractors, agents and other third-parties who may represent it in business dealings (“Partner” and “You”) to comply with all applicable laws and regulations wherever it or they reside and conduct business. Upstream’s Code refers particularly to AntiCorruption and Anti-Bribery laws and regulations, laws and regulations on Competition and Fair Dealings, and Insider Trading. For the removal of doubt, Upstream expects employees and Partners to conduct themselves ethically in relation to such matters even when their actions are not breaching any related laws and regulations. This Code is not offered as legal advice or comprehensive guidance. Please consult with a licensed attorney for questions regarding the laws and regulations that apply to your business.

Violation of laws and regulations may be a basis for the termination of a Partner’s business relationship with Upstream.

Anti-Corruption and Anti-Bribery

Upstream places particular focus on its requirement to comply with all applicable anti-corruption and anti-bribery laws and regulations. Upstream has zero-tolerance for any form of bribery or corruption. Bribery and corruption can take many forms. Partners are strictly prohibited from offering, promising, giving, providing, receiving, soliciting or authorizing, whether directly or indirectly, the provision or receipt of anything of value to or from anyone, and to or from Government Officials in particular, in order to obtain or retain business, or an improper advantage in business.

Gifts

Gifts can be a legitimate part of business relationships, given to promote goodwill and to show appreciation. However, they can also be used as a cover for bribery or other corrupt activities. Therefore, Partners must never give or receive any gift that is: (i) cash, or cash equivalents (such as gift cards); (ii) excessive in value; (iii) is inconsistent with customary business practices, or; (iv) is illegal in any applicable jurisdiction. A general guideline for evaluating whether a business courtesy is appropriate is whether public disclosure would be embarrassing to you, Upstream or the recipient.

Payments to Government Personnel

Upstream’s policy is to prohibit giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, there are a number of laws and regulations in various countries regarding business gratuities that may be accepted by government personnel. The promise, offer or delivery to a government official or employee of a gift, favor or other

gratuity in violation of these rules would not only violate Company policy but may also be a criminal offense.

Discrimination or Harassment

Upstream is committed to providing a work environment that is free from all forms of discrimination on the basis of race, ethnicity, gender, creed, religion, age, disability or sexual preference. Upstream expects all of its Partners to conduct themselves in ways to avoid all forms of discrimination or harassment. Upstream does not tolerate discrimination or harassment, including sexual harassment, in any form.

Record Keeping

All expenses related to Upstream must be duly and accurately recorded. Upstream does not accept any unrecorded or “off the books” payments, funds or assets, and they should not be maintained.

Confidentiality

Upstream Partners must not disclose any confidential information of the company except when the disclosure is authorized by Upstream or is legally mandated.

Reporting Illegal or Unethical Behavior 

Partners are expected to report any illegal, unethical behavior or suspected or actual violation of the Partner Code they encounter. If You have a good faith concern about a suspected, potential, or actual violation, please send an email to: [email protected].  Upstream will not allow any retaliation against anyone for reports made in good faith.

Applicability 

Compliance with this Code is required to maintain your status as an Upstream Partner in addition to compliance with all laws and regulations that apply to your business activities. Further, you should avoid engaging in any activity that involves even the appearance of impropriety. Your responsibilities under this Code may be broader than required by law; however, in the event that an applicable law is more restrictive than the requirements of this Code, you must always comply with such law.