1. Our Core Values

Operasoft is grounded in a set of core values that we embrace and consistently strive to implement in our daily work.

• Act with integrity, dignity and respect
• Achieve through teamwork
• Focus on customers
• Connect globally
• Demonstrate a passion for technology
• Build the Operasoft experience

These core values serve as a compass to guide our decision-making at a company and individual level. Together, we put these values into practice to build a deeply skilled, world-class, global company. Our ongoing commitment to these values is necessary to ensure that we will operate with the highest ethical standards and achieve our vision:

To be recognized as a global services innovator, helping customers realize the best results from the Microsoft platform.

The Operasoft Code of Business Ethics describes and reinforces conduct that is based on our guiding core values, consistent with our policies and practices, and essential to Operasoft’s legal and regulatory compliance obligations. On the Operasoft Policies website, the Code provides references to underlying Operasoft policies, which offer detailed, up-to-date ethical, legal and policy guidance. The Code does not reference all Operasoft policies, but highlights and reinforces key areas of ethical and legal conduct, which are central to our business activities and essential to us as representatives of Operasoft.

The Code of Business Ethics applies to all Operasoft officers and employees. It also applies, as appropriate, to members of our Board of Directors, and to others, including individuals such as temporary support staff, third party contractors, and other service providers, when they act on behalf of Operasoft.

Each of us has a duty to become familiar with the issues of ethical conduct and legal compliance covered here and to abide by these principles and our policies in all of our business relationships and activities. Any waiver of the Code for any member of the Executive Leadership Team or Board of Directors may be made only by the Board or a committee of the Board. Likewise, any amendment to the Code will be disclosed promptly in accordance with any applicable legal or listing requirements.

We share responsibility as Operasoft personnel to apply the principles of our Code of Business Ethics in every decision we make affecting our people, our customers and Operasoft. We also are each responsible for reporting violations and for protecting from retaliation those who report their concerns.

2. Customers and the Marketplace

Operasoft strives to create value for its customers. In so doing, it is essential that we conduct our business activities in a manner that is lawful and fair, with the highest level of integrity, to our employees, our customers, other stakeholders, and our communities.

Customer Value Creation

Operasoft commits to provide quality service to its customers. Operasoft collaborates with its customers to shape opportunities that are value-driven. Operasoft places its customers’ interests first, and provides excellence in delivery.

Competition and Fair Dealing

Operasoft abides by all laws and regulations that promote fair and open competition among companies. In no case will Operasoft engage in activity that has the effect of restraining competition, such as agreements to fix prices.

While Operasoft personnel are encouraged to compete vigorously in the marketplace, each person must conduct our business affairs in a fair and lawful manner. Operasoft and its employees must avoid all forms of deceptive conduct or unfair advantage through manipulation, concealment, misrepresentation of material fact or otherwise.

Treatment of Competitors

Operasoft will always compete aggressively, but will treat its competitors fairly. Operasoft will market its services and solutions on their merits and will not disparage its competitors or provide misleading information about them.

While gathering information about Operasoft’s competitors is a legitimate business activity when done lawfully and ethically, it is never appropriate for Operasoft personnel to obtain information about a competitor through improper means. Improper means can include:

• misrepresenting one’s identity,
• inducing an employee of the competitor to divulge confidential information, or
• gaining improper access to a competitor’s confidential information, directly or through third parties.

Protection of Customer and Third-Party Information and Intellectual Property

Operasoft expects all of its people to take appropriate measures to protect copyrighted or licensed information as well as any confidential or otherwise protected information of our customers and other third parties. This includes understanding and abiding by any applicable contractual restrictions Operasoft has agreed to follow with its customers or other third parties.

We should not discuss, disclose, copy or otherwise use any copyrighted, licensed, or confidential customer or third-party information without proper authorization from the owner, and then only as authorized and required as part of our work with Operasoft.

Operasoft personnel may not use copyrighted, licensed, or confidential customer or third-party information for personal or other gain or advantage, or to advance the interests of Operasoft, except where specifically authorized by Operasoft and the affected customer or third party. It is the responsibility of each of us to take appropriate precautions to make sure unauthorized people do not have access to or use such information. In addition, our people should not use third-party copyrighted, patented, or otherwise protected materials without proper authority. Any third-party software used must be properly licensed.

Government Contracting

Almost every country and governmental entity with which Operasoft conducts business has laws and regulations setting forth procedures and requirements for contracting with it.

Government customers can include partially state-owned enterprises that otherwise appear to be independent commercial organizations; however, they may carry risks and liabilities like other governmental customers. Operasoft is committed to complying with all applicable government contracting laws and regulations. All Operasoft personnel who serve government customers are responsible for understanding the legal requirements and restrictions that apply to such work.

Accurate Invoicing

Operasoft personnel are responsible for creating customer and other third-party invoices must use utmost care to prepare accurate invoices. Each and every invoice Operasoft issues should be based upon accurate and complete information and should be in compliance with the underlying contractual arrangements.

Gifts and Hospitality

Operasoft personnel must maintain the highest standards of integrity and objectivity in dealing with customers and vendors. Gifts or hospitality given or received must be of nominal value and in compliance with applicable law, the giver’s and receiver’s policies on the matter, and local business custom and practice. Generally, Operasoft discourages providing gifts to public officials or inviting them to attend Operasoft-sponsored events.

Entertainment and meals offered or received as part of legitimate business activities are generally allowed, but must be within the boundaries of reason and moderation. Gifts of cash or cash equivalents to or from any current, former or potential customer or vendor are not permitted. Cash equivalents include checks, money orders, stocks and securities. Generally, raffles and prizes that are part of a business activity are not considered gifts, but approval must first be obtained. All gifts and hospitality offered by Operasoft personnel must be recorded in accordance with Operasoft’s expense and reporting policies.

Although Operasoft does not prohibit gift giving among employees, it is important to use reason and good judgment when giving or accepting a gift. In most cases, gifts should be of a nominal value, and people should only be asked to contribute to a gift voluntarily. A gift should never be given to another employee to influence or show favoritism.

Operasoft-approved items provided to its employees as recognition for a business achievement or part of a sponsored event are allowed, but are subject to all applicable tax requirements. If a question arises, one should always disclose the situation and consult with others. Questions concerning the permissibility of gifts should be referred to the local Operasoft Legal Group representative or the Office of Ethics and Compliance.

3. Professional Conduct

Operasoft personnel will conduct themselves professionally in the workplace and appropriately in their work-related activities. Professional conduct is an integral part of Operasoft’s image and business impact globally.

Meritocracy

All Operasoft personnel have the right to be treated equitably and to work in an environment that is free from unlawful or unfair discrimination.

To achieve this goal, Operasoft personnel must support and promote the principles of meritocracy. Career decisions must be driven by an individual’s talents, skills, and abilities, in addition to Operasoft’s business need

Operasoft is committed to preserving and enhancing diversity within the organization.

Anti-Harassment

Harassment in any form is unethical and can expose Operasoft to legal liability if based on sex, race, religion, color, age, non-disqualifying physical or mental disability, national origin, sexual orientation, or any other category protected by law.

Harassment can take the form of verbal comments, physical touching or other inappropriate conduct, and will not be tolerated. It could seriously undermine the integrity of Operasoft’s professional environment as one in which each person can grow and succeed as much as possible. Operasoft personnel have the right to work in an environment that is free from harassment and to report inappropriate behavior without fear of retaliation

Conflicts of Interest and Corporate Opportunities

Operasoft personnel must avoid situations where they could potentially act in a way that is not in the best interest of Operasoft and should endeavor to avoid even the appearance of a conflict of interest.

Operasoft personnel should never use their position, knowledge of Operasoft, or Operasoft contacts for their own personal gain. Operasoft employees are responsible for ensuring that their personal interests, investments and activities (including those of family members) do not conflict with :

• their objectivity or independent judgment,
• lOperasoft’s best interests, or
• any of Operasoft’s relationships with its customers or vendors.

Operasoft personnel are not permitted to make decisions for, or recommendations to, Operasoft concerning third parties in which employees have any direct or indirect financial or other interest without full disclosure, as such an interest creates a potential for bias.

Third parties include customers, alliance partners, venture portfolio companies, vendors and others. In any situation where there is a potential for bias, the decision maker should disclose the conflict of interest to an appropriate member of the management team.

Operasoft personnel may not take opportunities for themselves that are discovered or created through the use of Operasoft’s property, information, relationships or position, or use them for their own personal gain.

All of us have a duty to advance the legitimate interests of Operasoft in an ethical way when the opportunity to do so arises. It is not possible to identify all situations that could create a conflict of interest or the appearance of one, and Operasoft places primary reliance on the good judgment and integrity of its people. It is always better to come forward before taking action than to have to explain your decision after the fact.

Maintaining a Safe Workplace

Violent conduct or threats of violent conduct in the workplace are never appropriate and will not be tolerated. Anyone who, while doing work for Operasoft, engages in such actions or threats in the workplace, brings weapons or harmful or threatening materials into the workplace; or otherwise engages in such conduct outside the workplace while performing work on behalf of Operasoft, will be subject to appropriate disciplinary action, which may include termination.

Operasoft endeavors to avoid unsafe working conditions that could affect Operasoft personnel, regardless of who owns the worksite. Any unsafe condition should be immediately reported to a supervisor or to the appropriate local Operasoft security official. For the safety and health of Operasoft’s employees and others, employees and their customers and guests who are present at Operasoft facilities are required to be familiar with and follow all safety and emergency procedures posted or adopted by Operasoft. Operasoft personnel must also be familiar with and follow the safety and emergency procedures applicable to them at customer sites.

Prior Employment Obligations

Operasoft respects the continuing obligations that new and prospective Operasoft personnel may owe to a prior employer, including restrictions on use or disclosure of confidential information

Operasoft expects its people to uphold their valid and enforceable obligations to their prior employers, such as restrictions on confidential and proprietary information or soliciting customers or employees of their former employer, and to notify Operasoft immediately if they believe any job activity may conflict with such obligations.

Operasoft requires that all incoming employees resolve any impediments to their employment with Operasoft before accepting an offer of employment with Operasoft.

Data Privacy

Operasoft is committed to respecting and protecting the legitimate interests of its people and of third parties in the privacy of their personal data.

Many countries in which Operasoft operates have specific laws and regulations dealing with the treatment of personal data. The European Union, in particular, has enacted very complex and detailed data privacy laws. All Operasoft personnel are expected to follow these laws and regulations, as well as Operasoft’s Data Privacy Policy.

Internet, E-mail, and Voice Communications

Operasoft personnel must exercise good judgment and act in a professional manner when using Operasoft resources. This includes Operasoft e-mail, Internet access, and access to other external electronic systems using Operasoft resources.

This expectation also extends to activities on customer systems or with customer-provided access.

All communications relating to Operasoft business or using Operasoft’s information technology resources are company property and must conform to Operasoft’s policies for acceptable use of the Internet, e-mail, voice communications, and similar electronic media systems.

Our personnel may not use Operasoft or customer information technology resources to take or to damage the intellectual property rights of third parties, including through any Internet peer-to-peer, file-sharing, or other downloading services.

Personal Activities

Operasoft personnel are urged not to participate in outside activities that have a negative impact on the performance of their job, conflict with their obligations to Operasoft, or otherwise reflect adversely upon Operasoft’s business, image or reputation.

Because we do not want to damage Operasoft’s business, image, or reputation, we conduct our personal activities, which include our personal financial and tax affairs, in the same way that we conduct our business activities – with the utmost integrity.

4. Protection of Operasoft Assets

Operasoft personnel are expected to use the highest level of care to safeguard, protect, and enhance Operasoft’s assets, and to use them only for legitimate business purposes.

Operasoft’s assets include the following:

• real and personal property;
• intangible assets, such as the Operasoft brand, intellectual property, and reputation; and
• our employees.

Operasoft Name and Brand

Operasoft’s name and brand identity are powerful and valuable assets that differentiate us from our competitors. Our name and brand identity represent us in the global market, and we reflect that market by having a global attitude. Our words and actions support and advance Operasoft’s name, brand identity, brand positioning, and our personality as a company. We must treat Operasoft’s name and brand in all activities and transactions in a globally consistent manner.

No third party has the right to use our name or brand without our prior written approval, and that approval must be granted in accordance with our naming and branding policies.

Operasoft Intellectual Property

Operasoft personnel are expected to help develop and protect Operasoft’s intellectual property. Operasoft endeavors to protect its intellectual property rights to the greatest extent permissible. Operasoft seeks appropriate protection of its intellectual property rights in contracts and under copyright and patent laws. All work product created by Operasoft personnel in the course of their employment should be the exclusive property of Operasoft, and our people are expected to help identify and secure protection for these innovations.

Operasoft Confidential and Proprietary Information

Operasoft personnel have a responsibility to protect Operasoft’s confidential and proprietary information from disclosure and improper use. Operasoft’s confidential and proprietary information includes the information of its parent companies, Accenture and Microsoft, and of its customers.

Operasoft personnel must take all necessary measures to prevent unauthorized disclosure of confidential information, including strictly adhering to Operasoft’s information security policies, communication policies, and agreements governing proper use and disclosure.

Operasoft personnel may only disclose confidential and proprietary information if they have proper authority to do so, and even then only to those with a legitimate business need to know it.

Confidential and proprietary information includes any information or material not generally available to the public that is generated, collected or used :

• by Operasoft and that relates to Operasoft’s business, research, development activities, customers, or employees, or
• by an Operasoft customer and that relates to the customer’s business, research, development activities, its customers, or its people.

Operasoft personnel must never use confidential Operasoft or customer information for their own personal gain or advantage.

Certain obligations with respect to Operasoft’s confidential and proprietary information continue to apply even after association with Operasoft ends.

Operasoft Financial Information

Operasoft is committed to full, fair, accurate, timely, and understandable disclosure in reports and documents submitted to regulatory bodies and its stockholders and in other public communications.

Operasoft personnel should not share Operasoft’s financial information with any third party unless:

• the information has already been publicly reported, or
• a request has been sent to, and approved by management.

Operasoft Computer Hardware and Electronic Device Protection

Operasoft personnel are responsible for keeping their assigned computer equipment and other electronic devices within their control and exercising appropriate safety precautions when their equipment is unattended. Equipment must be protected at all times from theft and use by unauthorized persons.

Certain security measures are detailed in Operasoft policies, including the User Security Policy, and further information is included on the ITS and the Client Data Protection pages of the Operasoft Intranet.

Financial Integrity and Reporting

Operasoft is required to comply with Generally Accepted Accounting Principles (“GAAP”), and Operasoft personnel are required to comply with internal accounting and auditing controls. We must maintain and present Operasoft’s accounting and financial records, as well as reports produced from those records, in accordance with the laws of the applicable jurisdiction.

These records and reports must accurately and fairly reflect, in reasonable detail, Operasoft’s assets, liabilities, revenues and expenses. All transactions must be recorded accurately using the proper charge number and in the proper accounting period, and must be supported by reasonably detailed and accurate documentation.

Time and Expense Reporting

Operasoft employees are responsible for submitting timely, accurate, and complete time and expense reports in accordance with Operasoft policies and applicable country regulations, using the time and expense reporting tools designated for each country.

Because time and expense report forms are the foundation of business documents, such as customer invoices, any knowing misrepresentation on these documents will be considered unethical and will be investigated. Every employee is responsible for the accuracy of his or her own time and expense reports and submitting the required documentation, even if the reports are completed on their behalf by someone else.

In certain instances, time and expense reports must also comport with our customers’ policies. If this is the case, it is the consultant’s responsibility to be aware of and to comply with those policies.

Customer Engagements

Operasoft personnel must ensure appropriate approval and authorization are obtained when engaging customers or making commitments on behalf of Operasoft. The approval process ensures that the :

• appropriate people review proposals to commit the company,
• business engagement is valid,
• goods and services can be provided based upon the required specifications, and
• contract meets legal requirements and is otherwise compliant with our policies

Purchasing and Payments

Operasoft personnel must ensure appropriate approval and authorization are obtained for purchasing commitments and invoice payments made by Operasoft. The approval process ensures that the :

• appropriate people review proposals for the company to spend money,
• business expense is valid,
• goods or services are received and meet the required specifications, and
• invoice meets legal requirements and is otherwise compliant with Operasoft’s procurement policies.

Operasoft should purchase goods and services only on the merits of price, quality, performance, and suitability. No Operasoft person may knowingly cause or direct the company to purchase goods or services of any kind, for itself or its customers, from vendors owned or controlled by Operasoft personnel or their immediate family members.

Operasoft will not enter into any improper or illegitimate transactions, any transactions that have even the appearance of impropriety or illegitimacy, or any transactions that are intended in any way to misrepresent the accounting records or financial reports of the parties to the transaction.

Archives and Records Management

Operasoft manages its archives and records to leverage its knowledge capital, maximize its intellectual property, and achieve its business objectives. Operasoft will maintain, manage, store, and dispose of its archives and records in compliance with its contractual obligations and applicable legal and regulatory requirements, such as tax or data privacy laws.

Certain company records, such as tax materials or documents required in legal proceedings, may be retained for extended periods. If you receive a notice from the Operasoft Legal Group to preserve certain records (a “Hold Notice”), you must comply strictly and preserve all electronic and paper records described in the Hold Notice, including e-mails and drafts, until you receive further instructions from the Operasoft Legal Group. Operasoft prohibits the destruction or alteration of any materials relevant to such an investigation or litigation.

If you have notice that a government investigation, a dispute, or litigation involving Operasoft has been threatened or initiated, you must immediately contact your direct supervisor and the Operasoft Legal Group. Until you have legal guidance, you should not destroy or delete electronic or paper records related to the subject matter of the investigation, dispute or litigation.

5. Operasoft as a Local and Global Citizen

Every Operasoft person must understand that Operasoft is committed to being a good local and global citizen, as grounded in our core values.

Compliance with Laws

Operasoft takes very seriously its responsibility to operate as a good corporate citizen. Operasoft and its personnel have a responsibility to comply with all applicable laws. If a local law conflicts with the Code, we follow the law. If a local business practice conflicts with the Code, we follow the Code. When in doubt, ask for help.

Improper or Questionable Payments

Operasoft personnel will not make, promise to make, offer, or authorize any unlawful, improper, or questionable payments or commitments of company funds to

• customers or vendors,
• government officials, agencies, or employees,
• political parties or candidates, or
• any other entities or individuals anywhere in the world

for the purpose of obtaining or retaining business or securing any improper advantage, directly or indirectly. Further, Operasoft prohibits any undisclosed, unrecorded or falsely recorded transactions as well as any payments made for other than their stated purpose. It is simple: Operasoft will not pay bribes or make improper payments to obtain new business, to retain existing business or to secure any improper advantage. And we will not use others to do things we cannot.

Accepted local business practices that ignore or even condone bribery are irrelevant. Bribery is illegal in every country where Operasoft operates. Local requirements vary, but all Operasoft personnel must adhere to the same high standard regardless of work location.

Remember, even if our competitors are doing it, Operasoft’s expectations are clear: we will not tolerate any violations of this policy.

In any case where our people may have questions about the propriety of a payment, gift or benefit, they must obtain advance approval from the Area President and the Operasoft Legal Group, or otherwise follow Operasoft’s written policies.

Insider Trading

Many countries have laws prohibiting the purchase or sale of a security on the basis of material information that is not publicly known, and that, if publicly known, would have affected the market price of the security.

Generally speaking, information is considered material if a reasonable investor would likely consider it important in deciding whether to buy or sell the security and it could affect the price of the security.

Operasoft personnel possessing such material information about a security may not buy or sell the security (whether it be Operasoft, Accenture, or Microsoft securities or the securities of a customer or third party) or provide that material information to others, until such time as the information becomes public.

Immigration

Operasoft complies with the immigration laws of the locations in which its people are working. Everyone Operasoft hires must have current, valid authorization to work in the country of their employment. When working outside their home country, Operasoft personnel must obtain all required visas and work permits before they arrive in the host location.

Export Control Laws and Boycotts

Operasoft complies with applicable export control and anti-boycott laws and regulations in the countries within which Operasoft operates.

Export control laws may restrict the export or re-export of goods, software and technology that originate in a country in which Operasoft operates. Export law may also restrict shipments of certain foreign-made products incorporating Operasoft technology and software, as well as transfers of controlled technology to certain foreign nationals, whether in the local country or abroad.

Operasoft also complies with applicable anti-boycott laws and regulations. These laws may prohibit Operasoft from entering into contracts or agreements to :

• refuse to do business with certain countries or companies,
• provide information about its business relations with certain countries or companies, or
• discriminate against, or provide information about, individuals or companies on the basis of race, religion, gender, national origin, nationality, or any other classification prohibited by law.

In some cases, Operasoft may be required to report requests to participate in any of the above to the government.

Sanctions and Embargoes

Operasoft will comply with applicable laws and regulations related to sanctions and embargoes imposed by countries within which Operasoft operates.

Various governments have programs of economic and trade sanctions against certain countries, terrorists, terrorism-sponsoring organizations, entities involved in the proliferation of weapons of mass destruction, and international narcotics traffickers. In some cases, even an indirect facilitation of a transaction is prohibited.

The Environment

Operasoft is committed to the protection of the environment and will comply with all applicable environmental laws and regulations of the countries in which it conducts business.

Political and Charitable Contributions and Activities

The law in many countries sets strict limits on contributions by corporations and government contractors to political parties and candidates, and violators are subject to very serious penalties. Because of the complexity, variability, and severity of laws governing corporate political activities, Operasoft, its people and agents will not engage in any corporate political activities without first obtaining written consent from the Operasoft Legal Group and, in all cases, only for proper and legal purposes.

Operasoft personnel remain free to make political contributions in their personal capacity as they deem appropriate. Operasoft will not reimburse such expenditures.

Cash or in-kind contributions to political candidates and organizations using Operasoft resources are prohibited.

Operasoft does not endorse political activities that any person undertakes as a private individual. Use of the Operasoft name or brand to endorse a political activity or event is not permitted.

Operasoft supports community involvement by its people as private individuals. Use of the Operasoft name to endorse a charitable organization or event is not permitted without prior approval by an appropriate member of the management team.

6. Our Responsibility

As employees of Operasoft, we acknowledge that violating the Code of Business Ethics, including our obligation to report violations or to cooperate in any investigation of suspected violations, breaks our trust with Operasoft and our customers and opens us to individual disciplinary action, including termination, and perhaps to legal liability. All Operasoft personnel are expected to become familiar with the Code and Operasoft’s policies and must comply with them at all times. Nothing in the Code constitutes a contract of employment with any Operasoft person.

Each of us is responsible for being watchful and for reporting any violations or suspected violations of these principles, either through normal reporting relationships to any member of management, or through the Operasoft Business Ethics Line described in the next section. All Operasoft personnel must speak up or take action if they are aware of any potentially unlawful, unethical, or fraudulent activity, including any concerns about questionable accounting or auditing matters, or any other similar activity that causes concern.

Each of us certifies our compliance with this Code when we file our time reports. We may also be asked periodically to certify our compliance with the Code or specific policies regarding other employment duties.

The Code shall apply to :

• Operasoft employees,
• members of Operasoft’s Board of Directors, and
• temporary support staff, third-party contractors, and service providers when they act on behalf of Operasoft.

Operasoft may periodically ask any of the above to certify their compliance with the Code or various specific policies.

7. Where to Go for Help

In the event that you have questions about the Operasoft Code of Business Ethics, any Operasoft policy, or whether past or contemplated conduct may present ethical or legal issues, you may avail yourself of the following resources:

• depending on the circumstances, you may want to discuss the issue with a direct manager, a Human Resources representative, or a member of the Operasoft Legal team;
• you may send questions This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Reporting Responsibility

All Operasoft personnel are responsible for reporting any violations of the Code of Business Ethics.

Employees who come forward with concerns play an important role in maintaining our ethical workplace and high performance business, as well as in protecting our shareholder value.

Operasoft will not tolerate retaliation against any employee because that person raised a concern or used the Operasoft Business Ethics Line (or any other appropriate channel) to report an ethical or legal issue in good faith.

Audit Committee Reporting

In addition to the Business Ethics Line telephone and web reporting, employees may direct concerns about certain matters to the Audit Committee Chairperson by e-mailing the concern to This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Concerns involving the following categories can be sent to the Audit Committee Chairperson:

• Financial affairs;
• Accounting practices;
• Auditing matters; or
• Potential corruption or fraud.

The importance of Ethics and Compliance

If you find yourself facing a situation where the decision does not feel "right" and no Code principle or Operasoft policy seems to address the situation or you need more guidance or information, please contact This e-mail address is being protected from spambots. You need JavaScript enabled to view it Questions about Operasoft’s policies may be sent to This e-mail address is being protected from spambots. You need JavaScript enabled to view it .