Ethics

The Law and Standards of Conduct

• All who work for the Company will comply with applicable federal, state, and local laws, rules, and regulations
• Use of Company funds or property for any purpose that is in violation of applicable laws or Company policy is prohibited
• Employees are prohibited from competing with the Company and from personally taking for themselves opportunities that occur in the course of Company business such as using the Company position for personal gain. All employees of TL Services have a duty to advance the legitimate interests of the Company when the opportunities arise.
• Employees will maintain the confidentiality of information entrusted to them by the Company and our customers except in cases where disclosure is authorized or legally mandated. Confidential information includes all nonpublic information that might be of use to our competitors or harmful to the Company.
• TL Services is committed to employing only U.S. citizens and aliens who are authorized to work in the U.S. and does not unlawfully discriminate on the basis of citizenship or national origin.
• In accordance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete the Employment
• Eligibility Verification Form 1-9 and present documentation establishing identity and employment eligibility.

Conflicts of Interest

Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. An actual or potential conflict of interest occurs when an employee is able to influence a decision that may result in personal gain for that employee, a friend, or for a relative as a result of TL Services business dealings. A relative is any person who is related by blood or marriage, or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

The conflict situation arises when an employee or relative receives improper benefits as a result of his or her position with the Company. Transactions with outside firms must be conducted within the framework established and controlled by the executive level of TL Services. Business dealings with outside firms should not result in unusual gains for firms. Unusual gain refers to bribes, product bonuses, special fringe benefits, unusual price breaks and other windfalls designed to ultimately benefit the employer, the employee, or both.

TL Services employees must avoid any relationship, influence, or activity that might impair, or appear to impair the ability to make objective and fair decisions in the performance of their job.

Employees must not use company property or information for personal gain or take personally any opportunity that is discovered through their position with TL Services.

No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if employees have any influence on transactions involving purchases, contracts, or leases, it is imperative that they disclose to the executive level of TL Services as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

Protecting TL Services’ Information {Non-Disclosure)

• Computer processes
• Computer programs and codes Customer lists

• Customer preferences
• Financial information
• Labor relations and strategies Marketing strategies

• Pending projects and proposals Research and development strategies Technological data

• Intellectual property

At the same time, we respect other individuals’ and organizations’ confidential information. Do not seek nor accept such information from others unless it is provided lawfully under a nondisclosure agreement prepared by TL Services. Employees may be required to sign a non-disclosure agreement as a condition of employment. Employees who improperly use or disclose confidential business information will be subject to disciplinary action up to and including termination of employment and legal action.

Antitrust Laws

Antitrust laws are designed to keep the marketplace open to competition which is in the best interest of TL Services. TL Services employees must not only obey federal and state antitrust laws but also avoid circumstances that are likely to create any suspicion of violations. At all times, employees must avoid actions or words that could be misinterpreted, creating a perception that a violation has occurred, even though the intent may not be improper.

Conduct that is always illegal:

• Agree on pricing
• Agree on any other terms of sale
• Allocate or divide up customers, territories, or markets
• Agree on production limits
• Agree on, or rig, competing bids

Conduct that may be illegal and require TL Services executive level review:

• Requirements contracts
• Exclusive dealing arrangements
• Customer or supplier boycotts
• Tying or bundling together different products and services

Antitrust laws apply to interactions with customers and suppliers as well as competitors. For example, they prohibit illegal price discrimination in the purchase and sale of products. Individuals found guilty of antitrust violations and their companies are subject to severe penalties including termination. Criminal violations of the antitrust laws are felonies and punishable by imprisonment and severe fines.

Gifts and Gratuities (Receiving Bribes/Quid Pro Quo)

Receiving a bribe (quid pro quo) is defined as a favor or advantage granted or expected in return for something. TL Services employees cannot seek, receive, or give favorable treatment in exchange for receiving or furnishing gratuities. Employees must also avoid any acts that might give the appearance that such favorable treatment was sought, received, or given. Specifically, TL Services employees:

• May not accept cash or any cash equivalent, any gift or offer that would be illegal, anything that is part of a quid pro quo (something is given in return, or any payment, loan or service
• May never solicit anything of value
• May never participate in any work-related activity that is disreputable, sexually oriented, or otherwise violates our commitment to mutual respect
• May not accept an offer of entertainment, travel or gifts valued at more than $25 (total value of all gifts from one source in a calendar year.) As a guideline, TL Services employees should not accept offers that exceed the amount the Company would pay for the same activity (for example, TL Services would not pay for a dinner at Ruth’s Chris)
• Under no circumstances are Government employees able to or would accept any gifts of any kind. This includes buying meals or providing any type of gratuity (tickets to venues, etc).

Reporting Unethical Conduct

All employees at TL Services are accountable to the Company and to one another and everyone has the responsibility as well as the freedom of power to act if an unethical practice is observed. In order to protect our organization, it is everyone’s duty and obligation at all times to be watchful of the practices that occur around them, take reasonable steps to detect improper conduct, and to report any suspicion of unethical or illegal activity. TL Services employees should report any activity that may constitute:

• Conflict of interest or other unethical business conduct
• Theft or fraud
• Violation of any laws, rules, or regulations
• Receiving gifts (acceptance of bribes/ quid pro quo)
• Violation of professional standards or TL Services policies
• Risks to health and safety
• Risks to the environment
• Harassment or discrimination
• Workplace violence
• Any other matter of concern that might be a breach of this Code

TL Services employees who report suspected unethical conduct will do so without fear of harassment, retaliation, or any adverse employment consequences. Concerns should be brought to the attention of the immediate supervisor or any other management personnel the employee feels comfortable talking to. Should the employee not feel comfortable with this option, or if the employee feels they are not receiving the proper response, the concern can be addressed to the TL Services HR department.

Framing Ethical Behavior

TL Services will conduct business in accordance with the highest standards of ethics. Most ethical problems can be avoided by exercising common sense. Apply the following statements to determine whether you are on the verge of unethical behavior:

• Well, maybe just this once …
• No one will ever know …
• It doesn’t matter how it gets done as long as it gets done … It sounds too good to be true …

• Everyone does it this way …
• Just shred that document…
• We can hide it/ cover it up …
• No one will get hurt .. .
• What’s in it for me .. .
• This will crush our competition …
• We didn’t have this conversation …
• This is a non-meeting type of meeting …