{"id":2,"date":"2018-06-08T16:28:15","date_gmt":"2018-06-08T16:28:15","guid":{"rendered":"https:\/\/sysorexinc.com\/?page_id=2"},"modified":"2018-08-29T14:53:01","modified_gmt":"2018-08-29T14:53:01","slug":"business-conduct-and-ethics","status":"publish","type":"page","link":"https:\/\/sysorexinc.com\/?page_id=2","title":{"rendered":"Business Conduct and Ethics"},"content":{"rendered":"<p style=\"text-align: center;\"><strong>SYSOREX, INC.<\/strong><\/p>\n<p style=\"text-align: center;\"><strong>Code of Business Conduct and Ethics<\/strong><\/p>\n<p style=\"text-align: center;\"><strong>Introduction<\/strong><\/p>\n<p><strong>Purpose and Scope<\/strong><\/p>\n<p>The Board of Directors of Sysorex, Inc. (the \u201c<u>Company<\/u>\u201d) established this Code of Business Conduct and Ethics (this \u201c<u>Code<\/u>\u201d) to aid the Company\u2019s directors, officers and employees in making ethical and legal decisions when conducting the Company\u2019s business and performing their day-to-day duties and to ensure compliance with the requirements under Federal Acquisition Rule 3.1002.<\/p>\n<p>The Company\u2019s Board of Directors (the \u201c<u>Board<\/u>\u201d) or a committee of the Board is responsible for administering the Code.\u00a0 The Board has delegated day-to-day responsibility for administering and interpreting the Code to a Compliance Officer.\u00a0 Our Chief Financial Officer, Vincent Loiacono, has been appointed the Company\u2019s Compliance Officer under this Code.<\/p>\n<p>The Company expects its directors, officers and employees to exercise reasonable judgment when conducting the Company\u2019s business.\u00a0 The Company encourages its directors, officers and employees to refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code.\u00a0 The Company also understands that this Code will not contain the answer to every situation you may encounter or every concern you may have about conducting the Company\u2019s business ethically and legally.\u00a0 In these situations, or if you otherwise have questions or concerns about this Code, the Company encourages each officer and employee to speak with his or her supervisor (if applicable) or, if you are uncomfortable doing that, with the Compliance Officer under this Code.<\/p>\n<p><strong>Contents of this Code<\/strong><\/p>\n<p>This Code has two sections which follow this Introduction.\u00a0 The first section, \u201c<strong><em>Standards of Conduct<\/em><\/strong>,\u201d contains the actual guidelines that our directors, officers and employees are expected to adhere to in the conduct of the Company\u2019s business.\u00a0 The second section, \u201c<strong><em>Compliance Procedures<\/em><\/strong>,\u201d contains specific information about how this Code functions including who administers this Code, who can provide guidance under this Code and how violations may be reported, investigated and punished.\u00a0 This section also contains a discussion about waivers of and amendments to this Code.<\/p>\n<p><strong>A Note About Other Obligations<\/strong><\/p>\n<p>The Company\u2019s directors, officers and employees generally have other legal and contractual obligations to the Company.\u00a0 This Code is not intended to reduce or limit the other obligations that you may have to the Company.\u00a0 Instead, the standards in this Code should be viewed as the <em>minimum standards<\/em> that the Company expects from its directors, officers and employees in the conduct of the Company\u2019s business.<\/p>\n<p><strong>Standards of Conduct<\/strong><\/p>\n<p><strong>Conflicts of Interest<\/strong><\/p>\n<p>The Company recognizes and respects the right of its directors, officers and employees to engage in outside activities which they may deem proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or their ability to act in the Company\u2019s best interests.\u00a0 In most, if not all, cases this will mean that our directors, officers and employees must avoid situations that present a potential or actual conflict between their personal interests and the Company\u2019s interests.<\/p>\n<p>A \u201cconflict of interest\u201d occurs when a director\u2019s, officer\u2019s or employee\u2019s personal interest interferes with the Company\u2019s interests.\u00a0 Conflicts of interest may arise in many situations.\u00a0 For example, conflicts of interest can arise when a director, officer or employee takes an action or has an outside interest, responsibility or obligation that may make it difficult for him or her to perform the responsibilities of his or her position objectively and\/or effectively in the Company\u2019s best interests.\u00a0 Conflicts of interest may also occur when a director, officer or employee or his or her immediate family member receives some personal benefit (whether improper or not) as a result of the director\u2019s, officer\u2019s or employee\u2019s position with the Company.\u00a0 Each individual\u2019s situation is different and in evaluating his or her own situation, a director, officer or employee will have to consider many factors.<\/p>\n<p>Any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Compliance Officer.\u00a0 The Compliance Officer may notify the Board or a committee thereof as he or she deems appropriate.\u00a0 Actual or potential conflicts of interest involving a director or executive officer other than the Compliance Officer should be disclosed directly to the Compliance Officer.\u00a0 Actual or potential conflicts of interest involving the Compliance Officer should be disclosed directly to the Chief Executive Officer.<\/p>\n<p><strong>Compliance with Laws, Rules and Regulations<\/strong><\/p>\n<p>The Company seeks to conduct its business in compliance with applicable laws, rules and regulations.\u00a0 No director, officer or employee shall engage in any unlawful activity in conducting the Company\u2019s business or in performing his or her day-to-day company duties, nor shall any director, officer or employee instruct others to do so.<\/p>\n<p><strong>Protection and Proper Use of the Company\u2019s Assets<\/strong><\/p>\n<p>The Company\u2019s assets include its intellectual property rights, Company equipment, physical servers, and communication facilities, among others.\u00a0 Loss, theft and misuse of the Company\u2019s assets has a direct impact on the Company\u2019s business and its profitability.\u00a0 Employees, officers and directors are expected to protect the Company\u2019s assets that are entrusted to them and to protect the Company\u2019s assets in general.\u00a0 Employees, officers and directors are also expected to take steps to ensure that the Company\u2019s assets are used only for legitimate business purposes.<\/p>\n<p><strong>Corporate Opportunities<\/strong><\/p>\n<p>Employees, officers and directors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. \u00a0Each employee, officer and director is prohibited from:<\/p>\n<ul>\n<li>diverting to himself or herself or to others any opportunities that are discovered through the use of the Company\u2019s property or information or as a result of his or her position with the Company unless such opportunity has first been presented to, and rejected by, the Company;<\/li>\n<li>using the Company\u2019s property or information or his or her position for improper personal gain; or<\/li>\n<li>competing with the Company.<\/li>\n<\/ul>\n<p><strong>Confidentiality<\/strong><\/p>\n<p>Confidential information generated and gathered in the Company\u2019s business plays a vital role in the Company\u2019s business, prospects and ability to compete. \u201cConfidential information\u201d includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed.\u00a0 Directors, officers and employees may not disclose or distribute the Company\u2019s confidential information, except when disclosure is authorized by the Company or required by applicable law, rule or regulation or pursuant to an applicable legal proceeding.\u00a0 Directors, officers and employees shall use confidential information solely for legitimate company purposes.\u00a0 Directors, officers and employees must return all of the Company\u2019s confidential and\/or proprietary information in their possession to the Company when they cease to be employed by or to otherwise serve the Company.<\/p>\n<p><strong>Fair Dealing<\/strong><\/p>\n<p>Competing vigorously, yet lawfully, with competitors and establishing advantageous, but fair, business relationships with customers and suppliers is a part of the foundation for long-term success.\u00a0 However, unlawful and unethical conduct, which may lead to short-term gains, may damage a company\u2019s reputation and long-term business prospects.\u00a0 Accordingly, it is the Company\u2019s policy that directors, officers and employees must endeavor to deal ethically and lawfully with the Company\u2019s collaborators, customers, suppliers, competitors and employees in all business dealings on the Company\u2019s behalf.\u00a0 No director, officer or employee should take unfair advantage of another person in business dealings on the Company\u2019s behalf through the abuse of privileged or confidential information or through improper manipulation, concealment or misrepresentation of material facts.\u00a0 Moreover, all directors, officers and employees must comply with the antitrust, unfair competition and trade regulation laws of the United States and all of the other countries in which the Company does business.<\/p>\n<p><strong>Accuracy of Records<\/strong><\/p>\n<p>The integrity, reliability and accuracy in all material respects of the Company\u2019s books, records and financial statements is fundamental to the Company\u2019s continued and future business success.\u00a0 No director, officer or employee may cause the Company to enter into a transaction with the intent to document or record it in a deceptive or unlawful manner.\u00a0 In addition, no director, officer or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company.\u00a0 Similarly, officers and employees who have responsibility for accounting and financial reporting matters have a responsibility to accurately record all funds, assets and transactions on the Company\u2019s books and records.<\/p>\n<p><strong>Quality of Public Disclosures<\/strong><\/p>\n<p>The Company is committed to providing its stockholders with complete and accurate information about its financial condition and results of operations as required by the securities laws of the United States.\u00a0 It is the Company\u2019s policy that the reports and documents it files with or submits to the Securities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair, timely and understandable disclosure.\u00a0 Officers and employees who are responsible for these filings and disclosures, including the Company\u2019s principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly, ethically and objectively in order to ensure that this disclosure policy is fulfilled.\u00a0 The Company\u2019s senior management are primarily responsible for monitoring the Company\u2019s public disclosure.<\/p>\n<p><strong>Political Contributions\/Gifts<\/strong><\/p>\n<p>Business contributions to political campaigns are strictly regulated by federal, state, provincial and local law in the U.S., Canada and other jurisdictions.\u00a0 Accordingly, all political contributions proposed to be made with the Company\u2019s funds must be coordinated through and approved by the Compliance Officer.\u00a0 Directors, officers and employees may not, without the approval of the Compliance Officer, use any of the Company\u2019s funds for political contributions of any kind to any political candidate or holder of any national, state, provincial or local government office.\u00a0 Directors, officers and employees may make personal contributions, but should not represent that he or she is making any such contribution on the Company\u2019s behalf.\u00a0 Similar restrictions on political contributions may apply in other countries.\u00a0 Specific questions should be directed to the Compliance Officer.<\/p>\n<p><strong>Bribes, Kickbacks and Other Improper Payments<\/strong><\/p>\n<p>The Company does not permit or condone bribes, kickbacks or other improper payments, transfers or receipts.\u00a0 No director, officer or employee should offer, give, solicit or receive any money or other item of value for the purpose of obtaining, retaining or directing business or bestowing or receiving any kind of favored treatment.\u00a0 In particular, the U.S. Foreign Corrupt Practices Act (\u201c<u>FCPA<\/u>\u201d) prohibits any U.S. individual or business from authorizing, offering or paying money or anything of value, directly or indirectly, to any foreign official or employee, political party, or candidate for public office for the purpose of obtaining or maintaining business or for any other business advantage.\u00a0 Violation of the FCPA could subject the Company and its individual directors, officers and employees to serious fines and criminal penalties.<\/p>\n<p><strong>International Trade Controls<\/strong><\/p>\n<p>Many countries regulate international trade transactions, such as imports, exports and international financial transactions.\u00a0 In addition, the United States prohibits any cooperation with boycotts against countries friendly to the United States or against firms that may be \u201cblacklisted\u201d by certain groups or countries.\u00a0 It is the Company\u2019s policy to comply with these laws and regulations even if it may result in the loss of some business opportunities.\u00a0 Employees should learn and understand the extent to which U.S. and international trade controls apply to transactions conducted by the Company.<\/p>\n<p><strong>Compliance Procedures<\/strong><\/p>\n<p><strong>Communication of Code<\/strong><\/p>\n<p>All directors, officers and employees will be supplied with a copy of the Code upon the later of the Board\u2019s adoption of the Code or beginning service at the Company.\u00a0 Updates of the Code will be provided from time to time.\u00a0 A copy of the Code is also available to all directors, officers and employees by requesting one from the human resources department or by accessing the Company\u2019s website at sysorexinc.com.<\/p>\n<p><strong>Monitoring Compliance and Disciplinary Action<\/strong><\/p>\n<p>The Company\u2019s management, under the supervision of its Board or a committee thereof or, in the case of accounting, internal accounting controls, auditing or securities law matters, the Board until the designation of an Audit Committee of the Board (the \u201c<u>Audit Committee<\/u>\u201d), shall take reasonable steps from time to time to (i) monitor compliance with the Code, and (ii) when appropriate, impose and enforce appropriate disciplinary measures for violations of the Code.<\/p>\n<p>Disciplinary measures for violations of the Code will be determined in the Company\u2019s sole discretion and may include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension with or without pay, demotions, reductions in salary, termination of employment or service, and restitution.<\/p>\n<p>The Company\u2019s management shall periodically report to the Board or a committee thereof on these compliance efforts including, without limitation, periodic reporting of alleged violations of the Code and the actions taken with respect to any such violation.<\/p>\n<p><strong>Reporting Concerns\/Receiving Advice<\/strong><\/p>\n<p><strong><u>Communication Channels<\/u><\/strong><\/p>\n<p><em>Be Proactive<\/em>.\u00a0 Every employee is encouraged to act proactively by asking questions, seeking guidance and reporting suspected violations of the Code and other policies and procedures of the Company, as well as any violation or suspected violation of applicable law, rule or regulation arising in the conduct of the Company\u2019s business or occurring on the Company\u2019s property.\u00a0 <strong>If any employee believes that actions have taken place, may be taking place, or may be about to take place that violate or would violate the Code or any law, rule or regulation applicable to the Company, he or she is obligated to bring the matter to the attention of the Company.<\/strong><\/p>\n<p><em>Seeking Guidance<\/em>.\u00a0 The best starting point for an officer or employee seeking advice on ethics-related issues or reporting potential violations of the Code will usually be his or her supervisor.\u00a0 However, if the conduct in question involves his or her supervisor, if the employee has reported the conduct in question to his or her supervisor and does not believe that he or she has dealt with it properly, or if the officer or employee does not feel that he or she can discuss the matter with his or her supervisor, the employee may raise the matter with the Compliance Officer.<\/p>\n<p><em>Communication Alternatives<\/em>.\u00a0 Any officer or employee may communicate with the Compliance Officer, or report potential violations of the Code, by any of the following methods:<\/p>\n<ul>\n<li>By e-mail to compliance@sysorexinc.com (anonymity cannot be maintained); or<\/li>\n<li>In writing (which may be done anonymously as set forth below under \u201cAnonymity\u201d), addressed to the Compliance Officer, by U.S. mail to c\/o Sysorex, Inc., 2355 Dulles Corner Boulevard, Suite 600, Herndon, Virginia 20171.<\/li>\n<\/ul>\n<p><em>Reporting Accounting and Similar Concerns<\/em>.\u00a0 Any concerns or questions regarding any potential violations of the Code, any company policy or procedure or applicable law, rules or regulations that involves accounting, internal accounting controls, auditing or securities law matters will be directed to the Audit Committee or a designee of the Audit Committee in accordance with the procedures established by the Audit Committee for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.\u00a0 Officers and employees may also communicate directly with the Audit Committee or its designee regarding such matters by the following methods (which may be done anonymously as set forth below under \u201cAnonymity\u201d):<\/p>\n<ul>\n<li>By e-mail to compliance@sysorexinc.com (anonymity cannot be maintained); or<\/li>\n<li>In writing (which may be done anonymously as set forth below under \u201cAnonymity\u201d), addressed to the Compliance Officer, by U.S. mail to c\/o Sysorex, Inc., 2355 Dulles Corner Boulevard, Suite 600, Herndon, Virginia 20171.<\/li>\n<\/ul>\n<p><em>Cooperation<\/em>.\u00a0 Employees are expected to cooperate with the Company in any investigation of a potential violation of the Code, any other company policy or procedure, or any applicable law, rule or regulation.<\/p>\n<p><em>Misuse of Reporting Channels<\/em>.\u00a0 Employees must not use these reporting channels in bad faith or in a false or frivolous manner or to report grievances that do not involve the Code or other ethics-related issues.<\/p>\n<p><em>Director Communications<\/em>.\u00a0 In addition to the foregoing methods, a director may also communicate concerns or seek advice with respect to this Code by contacting the Board through its Chairperson or the Audit Committee.<\/p>\n<p><strong><u>Anonymity<\/u><\/strong><\/p>\n<p>When reporting suspected violations of the Code, the Company prefers that officers and employees identify themselves to facilitate the Company\u2019s ability to take appropriate steps to address the report, including conducting any appropriate investigation.\u00a0 However, the Company also recognizes that some people may feel more comfortable reporting a suspected violation anonymously.<\/p>\n<p>If an officer or employee wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings.\u00a0 In the event the report is made anonymously, however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations.\u00a0 Accordingly, persons who make reports anonymously should provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.<\/p>\n<p><strong><u>No Retaliation<\/u><\/strong><\/p>\n<p>The Company expressly forbids any retaliation against any officer or employee who, acting in good faith on the basis of a reasonable belief, reports suspected misconduct.\u00a0 Specifically, the Company will not discharge, demote, suspend, threaten, harass or in any other manner discriminate against, such an officer or employee in the terms and conditions of his or her employment.\u00a0 Any person who participates in any such retaliation is subject to disciplinary action, including termination.<\/p>\n<p><strong>Waivers and Amendments<\/strong><\/p>\n<p>No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes without limitation, for purposes of this Code, the Company\u2019s principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board or, if permitted, the Audit Committee, and (ii) if applicable, such waiver is promptly disclosed to the Company\u2019s stockholders in accordance with applicable U.S. securities laws and\/or the rules and regulations of the exchange or system on which the Company\u2019s shares are traded or quoted, as the case may be.<\/p>\n<p>Any waivers of the Code for other employees may be made by the Compliance Officer, the Board or, if permitted, the Audit Committee.<\/p>\n<p>All amendments to the Code must be approved by the Board or the Audit Committee, as applicable, and, if applicable, must be promptly disclosed to the Company\u2019s stockholders in accordance with applicable U.S. securities laws and the relevant stock market rules, as the case may be.<\/p>\n<p>Adopted July 30, 2018.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>SYSOREX, INC. Code of Business Conduct and Ethics Introduction Purpose and Scope The Board of Directors of Sysorex, Inc. (the \u201cCompany\u201d) established this Code of Business<span class=\"excerpt-hellip\"> [\u2026]<\/span><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"open","template":"","meta":{"footnotes":""},"class_list":["post-2","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/pages\/2","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/sysorexinc.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=2"}],"version-history":[{"count":2,"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/pages\/2\/revisions"}],"predecessor-version":[{"id":163,"href":"https:\/\/sysorexinc.com\/index.php?rest_route=\/wp\/v2\/pages\/2\/revisions\/163"}],"wp:attachment":[{"href":"https:\/\/sysorexinc.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=2"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}