Our Commitments to Our Company

By working for Tracking Innovations, we have made a commitment to promote our Company’s interests to the best of our ability at all times. We do so by safeguarding its assets and using them in an appropriate manner. We also take care to ensure that we always put our Company’s interests first and to avoid any activities that may tarnish our Company’s reputation for integrity.

Ensuring Information Security

Text Box: Q.
While traveling on Company business, a
potential vendor invites me to attend a business meal. I don’t want to carry my Company laptop and paperwork into the restaurant, so I store my briefcase
in my rental car. I ensure it’s out of plain view and lock the car. Is this an okay solution?
A.
No. While concealing the briefcase and
locking the car are good precautions, confidential business information requires a higher level of care when you are outside our workplace.
It’s best to avoid risks by always keeping any form of Company confidential information that you take outside the workplace in your possession at
all times.

One of our Company’s most valuable assets is its confidential information. Our Company has adopted a variety of policies and procedures to help us keep this information secure. It is important that we follow the guidelines these policies and procedures set forth, both on and off Company property, and during and after working hours.

Those of us with access to this information—such as information about work processes, project procedures, and corporate strategies and plans—must protect it from disclosure. For example, we must exercise caution when discussing sensitive Company information in public places and in open areas at Tracking Innovations. We must also handle electronic or paper files cautiously, and should never leave them unattended or in plain sight of unauthorized persons. We must keep confidential information private, and may only share it with those fellow associates who have a business need to know it. We may not share confidential information with outside parties unless we have first obtained prior written approval from a director-level manager. In addition, we may only acquire, use, access, copy, modify or alter confidential information for legitimate work purposes, and only if we have obtained written authorization from a director-level manager.

Confidential information also refers to “intellectual property,” which includes inventions, discoveries, developments, improvements and works conceived or developed in association with our work for Tracking Innovations. Our Company retains exclusive ownership over any and all intellectual property. This is true regardless of whether it was conceived during working hours or on Company premises. We have an obligation to assist Tracking Innovations in obtaining and securing any rights relating to such intellectual property, regardless of whether we were involved in creating or overseeing its development. Our obligation to protect Tracking Innovations’ confidential information continues even after our employment ends. We must therefore return all Company-owned documents and files at that time, and we may not use Company confidential information in any future activities. When we begin our employment at Tracking Innovations, each of us is required to sign the Invention Confidential Information and Non-Competition agreement that evidences our commitment to this principle.

Safeguarding Physical Assets

Just as we work to ensure the security of our Company’s information, we must also protect our Company’s physical property. This includes the facilities, equipment, supplies and funds our Company provides us to perform our job duties. We protect these assets as we would our own, keeping them safe from harm, theft, loss or misuse. Limited personal use of our Company’s equipment and supplies, such as printing out a short document on a work printer or making a local personal telephone call, is permissible. However, make sure this type of use does not interfere with your own or others’ work responsibilities.

Properly Using Technology

Tracking Innovations’ technology and information systems are critical to our success. Everyone with access to Company-issued computers, PDAs, cell phones and other electronic devices is responsible for using them properly. In particular, we may not use these electronic resources to access restricted information or to perform a prohibited or illegal act. For example, Tracking Innovations’ technology and information systems must never be used to access, store or communicate offensive, inappropriate or illegal material. These policies apply at all times, including after working hours and when traveling on Company business.

Occasional personal use of our Company’s computers, telephones, email and voicemail systems and the Internet is permitted. However, our use must be of minimal duration and frequency. In addition, it cannot cause undue burden on the system, create additional expense to the Company or interfere with our own or others’ work responsibilities. All information contained on these systems, including email, voicemail and personal files, is Company property. Tracking Innovations reserves the right to monitor, access, retrieve, read and disclose all messages created, sent, received or stored our Company’s systems, to the extent permitted by local law.

If you see anyone using our technology or information systems in an inappropriate manner, report the situation to your manager or EthicsPoint immediately.

Maintaining Accurate Records

Text Box: Q.
I have access to Company technologies that allow me to enter customer order information. My manager asks me to accelerate
customer shipment dates in the system so the shipments occur in
March instead of April. This will boost March’s sales figures, which were
lower than expected. Is this okay?
A.
No. You must always enter accurate shipping dates and may never make false entries to Company
records for any reason. Entering accurate information is a critical component of ensuring the accuracy of our Company’s financial statements at both
quarter and year end. You should report your manager’s request to the CIO, EthicsPoint or the Board of Directors immediately.

Our commitment to integrity requires that we do our part to ensure the accuracy of our Company’s records. All of the information we record must be accurate, timely, complete, fair and understandable. This applies to all of the information we enter in our corporate records, including those records that form the basis for our financial reports, such as time reports, expense reports, change orders and sales reports. When required, we must also submit appropriate documentation with these records.

Those of us with financial recordkeeping responsibilities are required to verify any financial results for which we are responsible. In addition, we may never create or maintain “off the books” accounts, such as slush fund accounts. If you notice any accounting or auditing irregularities, you should report them immediately to our CIO or EthicsPoint. You may also send any concerns by mail to our Board of Directors at Tracking Innovations, Inc., 433 Plaza Real, Suite 275, Boca Raton, FL 33432.

To maintain Company records properly, we must retain and destroy them in accordance with our internal control procedures, legal requirements and government regulations. If you are notified that you have records that are relevant to an actual or pending subpoena, lawsuit, or government or internal investigation or audit, do not conceal, alter, delete or destroy any records covered by this notification, whether paper or electronic. In addition, do not conceal, alter, delete or destroy any records in anticipation of any such event. For additional information about our records storage and destruction procedures, see our Records Retention Policy.

During the course of our employment, we may be asked to participate in an investigation or provide information in connection with an audit. It is critical that we fully cooperate with any such request. We may never seek to improperly influence the audit or investigation process, or encourage anyone else to do so. Be sure to submit any subpoenas or written requests for information received from a third party to our CIO before taking or promising any action.

Avoiding Conflicts of Interest

Text Box: Q.
My husband’s company is in the process of bidding to be a major Tracking Innovations vendor. His company offers great products
at very low prices. I don’t want to tell anyone the potential vendor is his company because I don’t want to jeopardize his company’s chances of winning
the contract. Do I need to disclose this as a conflict of interest?
A.
Yes, you need to disclose your relationship. If Tracking
Innovations hires his company as a vendor, your relationship might create the appearance of a conflict of interest. It may appear that your relationship
is making it difficult for you to remain objective and unbiased in your job duties. You should notify our CIO of the relationship and immediately remove
yourself from any decision making process related to your husband’s company.

A conflict of interest arises when a relationship or interest interferes or appears to interfere with our ability to make sound business decisions on behalf of our Company. We need to avoid any situation that creates even the appearance of bias. If you face a situation in which a conflict of interest has arisen or might arise, you must immediately disclose it to our CIO. This is particularly true if, in this situation, you have influence over decisions relating to purchases, contracts or leases. It is important to remember that while having a conflict of interest is not a violation of our Code, failing to disclose it is.

Conflicts of interest can arise in a variety of different ways and are difficult to list comprehensively. However, the following describe some common conflict of interest situations:

You (or your relative) maintain a substantial interest in a customer, vendor or business partner that exceeds five percent of a privately-held company or ten percent of a publicly-traded company
You (or your relative) directly or indirectly work on behalf of or serve as a director for an actual or potential customer, vendor, business partner or competitor
You supervise the job performance of, or determine compensation for, an associate who is a relative or close friend
You take outside employment that unreasonably interferes with your ability to perform your job duties for Tracking Innovations A “relative” for purposes of our Code is any person who is related to you by blood or marriage, or anyone who is a member of your household.

In order to avoid conflicts of interest, you may not take outside employment with a customer or competitor of Tracking Innovations, regardless of whether the work is for pay. In addition, you may not conduct any form of outside employment that competes or interferes with the sales of Tracking Innovations’ products or services.

At all times, you must put our Company’s interests first and not take advantage of any actual or potential business opportunity that you learn about or develop through your employment and in which our Company might be interested. In addition, do not share information about this opportunity with another person so that he or she can compete with our Company. You may only pursue such an opportunity (or share it with another person) after our Company has evaluated it and has decided not to act on it.

Identifying conflicts of interest can be difficult. If you believe you may be involved in an actual or perceived conflict of interest, or plan to engage in an activity, transaction or relationship that you think may result in one, contact our CIO or EthicsPoint immediately for guidance.

Giving and Receiving Gifts and Entertainment

Text Box: Q.
One of my fellow associates owns a small business as a side project. I’ve noticed her accessing customer lists recently
and even saw her printing them out. I have a feeling she’s trying to build a list of contacts for her own business, since she doesn’t need this
information to perform her job duties at Tracking Innovations. Although her side business doesn’t compete with Tracking Innovations in any way,
I’m pretty sure she can’t use this information. Do I need to tell anyone about her actions?
A.
Yes, you should report the situation
to our CIO or EthicsPoint immediately. If your suspicions are correct, your fellow associate is violating our Code by using Tracking Innovations’
information or materials for her own personal gain. She may also be violating data privacy and security obligations, which protect our confidential
information and that of our customers and business partners.

Giving and receiving business gifts and entertainment are legitimate business practices that are designed to build corporate goodwill. Although exchanging such courtesies is widely accepted, we must exercise caution when doing so. Be particularly careful not to offer or accept gifts or entertainment if they are lavish or given with the intent to influence the recipient’s business actions or decisions. Likewise, do not offer or accept gifts or entertainment that could create an appearance of impropriety. You must receive advance approval from our CIO before giving a courtesy to or receiving or soliciting one from a customer.

Gifts commonly include items of value, goods and services, as well as meals or entertainment when the person giving the gift does not attend. Gifts are permissible when they are:

Nominal in value;
Infrequent;
In good taste;
Unsolicited; and
Not cash or cash equivalents.

Entertainment includes events where both the person offering and the person accepting attend, such as meals, sporting events or concerts. We may accept entertainment when it is:

Irregular or infrequent;
Unsolicited;
In a setting that is appropriate for a business; and
Reasonable in value.

If you are offered a gift or entertainment that does not fall within these guidelines, you must obtain approval from our CIO before accepting it.

It is important to distinguish between exchanging gifts and entertainment with commercial contacts and doing so with government contacts. Strict rules apply when you offer or give gifts or entertainment to government customers, employees and officials. For information about these rules, see the “Following Anti-Bribery Laws” and “Exchanging Gifts and Entertainment with Government Employees” sections of our Code.

Avoiding Insider Trading

Text Box: Q.
One of our business partners recently sent me a gift card to a local restaurant that he knows my wife enjoys.
The amount on the card is reasonable, and the gift comes with a greeting card expressing his gratitude for the work I’ve done for his company.
Can I accept the gift?
A.
No. Although the gift obviously is intended to give thanks and therefore promote goodwill, you can’t
accept this gift because it is in the form of a gift card. No matter what the amount may be, Tracking Innovations does not permit giving or receiving
gifts in
the form of cash or cash equivalents, such as gift cards, vouchers or checks.

During the course of our employment, we are likely to come to know information about our customers, vendors and other business partners that is not known to the public. Generally speaking, we may not buy or sell a company’s securities if the information we possess about that company qualifies as material, nonpublic information. This activity is known as “insider trading” and is a violation of our Code and securities laws. To determine whether you possess material, nonpublic information about a company, assume that information is “material” if it could motivate a reasonable investor to buy, sell or hold a security and assume it is “nonpublic” if it has not yet been disclosed to the public.

Insider trading laws also prohibit tipping. “Tipping” generally occurs when an individual provides material, nonpublic information to relatives, friends or fellow associates who then trade on the basis of that information. Keep in mind that, even if you do not make a trade based on the information you provide, you may be liable for violating insider trading laws.

The consequences for engaging in insider trading are very serious and may include possible civil and/or criminal liability for those involved. If you have questions about insider trading laws, contact our CIO or EthicsPoint.

Ensuring Accurate Communications

Tracking Innovations needs to speak with one voice about our Company and its business. Our Company has therefore designated certain corporate representatives to speak to the public. In the event the media or an investment analyst contacts you requesting information about any facet of our Company’s operations or business relationships, and you have not been specifically designated to respond, refer the inquiry to our CIO.