Code of Business Ethics & Conduct

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SECTION 1: INTRODUCTION
1.01 Purpose
1.02 Seeking Help & Reporting Concerns
1.03 Non-Retaliation & Whistleblower Rights
1.04 Employment Relationship & Scope

SECTION 2: COMPLIANCE WITH LAWS & REGULATIONS
2.01 Overview
2.02 Employment Practices & Workplace Conduct
2.03 Criminal Records & Responsibility Disclosures
2.04 Conflicts of Interest & Corporate Opportunities
2.05 Former Government Employees & Procurement Integrity
2.06 Export Controls, Sanctions & Anti-Boycott
2.07 Anti-Trafficking in Persons
2.08 Environmental Responsibility

SECTION 3: CONFIDENTIAL INFORMATION & FAIR DEALING
3.01 Handling Confidential & Proprietary Information
3.02 Fair Dealing
3.03 Price Setting & Antitrust

SECTION 4: PROTECTION & USE OF COMPANY ASSETS
4.01 Political & Lobbying Activities
4.02 Gifts, Hospitality & Entertainment
4.03 Anti-Corruption / Foreign Corrupt Practices
4.04 Company Books, Records & Timekeeping
4.05 Accuracy of Financial Reports & Other Public Communications

SECTION 5: ADMINISTRATION OF THIS CODE
5.01 Training & Certifications
5.02 Investigations & Discipline
5.03 Waivers & Amendments
5.04 Acknowledgment

Stonebridge Strategic Inc. (“Stonebridge” or the “Company”) conducts business with courtesy, professionalism, honesty, and integrity. This Code of Business Ethics & Conduct (the “Code”) sets the baseline for behavior that often exceeds commercial norms or minimum legal requirements. It applies to all directors, officers, employees, temporary workers, agents, consultants, subcontractors, and other business partners acting for or on behalf of Stonebridge (“Personnel”). Where local law differs, the higher standard applies.

Stonebridge may work on U.S. Government contracts. For certain awards, federal regulations require contractors to maintain an effective ethics and compliance program, including a written code, internal controls, training, and timely disclosure of credible evidence of specific violations. (Acquisition.gov)

Use good judgment and ask questions early. If you are unsure how this Code or a law applies, or if you see or suspect a violation, promptly contact any of the following:

• Your manager
  
  
• Compliance/Legal: [info@stonebridgestrategic.com]
  
  
  

Stonebridge will handle reports discreetly and share information only as needed to investigate and resolve issues.

Stonebridge prohibits retaliation against anyone who, in good faith, seeks advice, raises a concern, or participates in an investigation. When we perform U.S. Government work, employees have specific whistleblower protections under 41 U.S.C. § 4712 and FAR Subpart 3.9, and we will provide required notices and flow-downs to subcontractors. (eCFR, Acquisition.gov)

This Code is not an employment contract and does not alter at-will employment (where applicable). It supplements, and should be read with, Stonebridge policies (e.g., Employee Handbook, Safety Manual, Export Compliance Manual, Anti-Corruption Policy).

All Personnel must follow applicable laws and contract requirements, including (as relevant to our work): procurement integrity, anti-kickback, anti-corruption, antitrust, export controls, sanctions, anti-boycott, human trafficking, environmental, privacy, employment, health and safety, recordkeeping, and government-contract clauses (e.g., reporting obligations for certain criminal/civil violations under our contracts). See FAR 52.203-13 for code/program expectations on qualifying awards. (Acquisition.gov)

We provide equal opportunity, prohibit unlawful discrimination and harassment, and maintain a safe, healthy, and drug-free workplace. Report concerns to HR or Compliance immediately.

Because responsibility matters in government contracting, Personnel must promptly inform HR/Compliance if they are indicted, convicted, or debarred for offenses relevant to public contracting (e.g., fraud, bribery, gratuities, theft, false statements). Contracting officers often require certifications regarding such matters (e.g., FAR 52.209-5, 52.209-7). (Acquisition.gov, Legal Information Institute)

Avoid situations where personal interests (yours or close family/household relationships) could conflict—or appear to conflict—with Stonebridge’s interests. Disclose potential conflicts to Compliance. Do not exploit Company information, property, or position for personal gain, and present business opportunities discovered through Company resources to Stonebridge first.

Hiring or working with current/former government employees triggers special rules. U.S. criminal law 18 U.S.C. § 207 imposes post-employment “revolving door” restrictions (e.g., lifetime “switching sides” on matters you personally and substantially worked, two-year restrictions on matters under your official responsibility). The Procurement Integrity Act and FAR 3.104 also restrict disclosing or obtaining source-selection information and set rules for employment discussions. Seek Compliance guidance before recruiting or assigning work to former government personnel. (Legal Information Institute, Acquisition.gov, GovInfo)

We comply with the International Traffic in Arms Regulations (ITAR) for defense articles/technical data and the Export Administration Regulations (EAR) for dual-use items/technology, as well as OFAC trade sanctions. U.S. antiboycott laws (15 C.F.R. Part 760) prohibit participating in or supporting unsanctioned foreign boycotts. Required licenses/classifications, end-use/end-user screening, “deemed exports,” and recordkeeping must follow Company procedures; no export activity may occur outside our program. (Department of Justice, Wikipedia, eCFR)

We strictly prohibit human trafficking, forced labor, and related practices. Our suppliers and subcontractors must comply with FAR 52.222-50 and our anti-trafficking policy. Report any concerns immediately (you may also report to the Global Human Trafficking Hotline). (Acquisition.gov)

We operate with respect for the environment and comply with applicable environmental laws and client requirements. Everyone is responsible for reporting spills, unsafe conditions, or violations.

Safeguard Stonebridge confidential information (e.g., pricing, cost data, strategies, client lists, non-public proposals) and third-party confidential information entrusted to us. Share only on a need-to-know basis and consistent with NDAs. Your duty to protect confidential information continues after leaving Stonebridge.

Compete honestly. Do not misrepresent facts, conceal material information, or obtain competitors’ confidential information through improper means.

Never discuss or agree with competitors—directly or indirectly—on prices, pricing formulas, discounts, wage rates, no-poach arrangements, bid terms, market/customer allocations, or output limits. DOJ/FTC treat naked wage-fixing and no-poach agreements as per se illegal; bid-rigging and price-fixing are criminal offenses. If a conversation veers into restricted topics, leave immediately and notify Compliance. (Department of Justice, Federal Trade Commission)

Participate in civic life on your own time and at your own expense. Do not use Company funds or assets for political contributions or lobbying without written Legal approval. When we are recipients of federal funds, the Byrd Amendment (31 U.S.C. § 1352) and FAR 52.203-12 prohibit using appropriated funds to influence certain federal actions, and require certifications/disclosures. (Legal Information Institute)

Stonebridge will display required agency fraud-hotline posters on applicable federal contracts and inform employees of whistleblower rights, consistent with FAR 52.203-14 and 52.203-17. (Acquisition.gov)

Use good judgment with business courtesies to or from non-government partners; never offer or accept anything intended to improperly influence a decision. Special rules apply to U.S. Government personnel—generally they may not accept gifts from “prohibited sources” subject to limited exceptions. When in doubt, decline and ask Compliance. Anti-kickback laws also apply in federal contracting. (eCFR, Legal Information Institute, Acquisition.gov)

Bribes, kickbacks, and other corrupt payments are strictly prohibited. When operating abroad, ensure compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws. Facilitation payments are not permitted by Stonebridge policy. Consult our Anti-Corruption Policy before providing anything of value to non-U.S. officials or state-owned-enterprise personnel. (Department of Justice)

Maintain complete, accurate records in all areas (proposals, pricing, timesheets, expenses, purchase orders, invoices, quality, HR, safety, etc.). Never create undisclosed or unrecorded funds or assets. Submitting—or causing to be submitted—false claims or false statements to the U.S. Government may trigger liability under the False Claims Act (31 U.S.C. § 3729 et seq.) and 18 U.S.C. § 1001. Time and expenses must be timely and accurate. (Department of Justice, Legal Information Institute)

Financial information must be prepared in a full, fair, accurate, timely, and understandable manner and in accordance with applicable accounting standards (e.g., U.S. GAAP) and internal controls appropriate to our size and status. Public statements and marketing claims must be truthful and not misleading. (FASB)

Personnel must complete assigned ethics, anti-corruption, export, trafficking, safety, and other role-based training. Certain roles (e.g., export, business development, pricing, supply chain, program control) may require additional training and annual certifications.

Stonebridge investigates alleged violations promptly and fairly. Violations of this Code, the law, or Company policy may result in corrective action, up to and including termination, and if applicable, referral to authorities.

Only the Board (or its designee) may grant a waiver of this Code for directors or executive officers; waivers will be documented. The Company may revise this Code to reflect changes in law or business needs.

All Personnel must acknowledge this Code initially and periodically thereafter. Acknowledgment confirms you have read, understand, and agree to comply.

• Contractor Code of Business Ethics & Conduct — FAR 52.203-13. (Acquisition.gov)
  
  
• Whistleblower Rights (Contractor Employees) — FAR 52.203-17; FAR Subpart 3.9; 41 U.S.C. § 4712. (Acquisition.gov)
  
  
• Display of Fraud Hotline Posters — FAR 52.203-14. (Acquisition.gov)
  
  
• Anti-Kickback — FAR 52.203-7; 41 U.S.C. ch. 87. (Acquisition.gov)
  
  
• Lobbying/Byrd Amendment — 31 U.S.C. § 1352; FAR 52.203-12. (Legal Information Institute)
  
  
• Procurement Integrity — FAR 3.104 (incl. post-employment advisory opinions). (Acquisition.gov)
  
  
• Post-Government Employment — 18 U.S.C. § 207; 5 C.F.R. Part 2641. (Legal Information Institute, eCFR)
  
  
• Export Controls — ITAR (22 C.F.R. Parts 120-130); EAR (15 C.F.R. Parts 730-774). (Department of Justice, Wikipedia)
  
  
• OFAC Sanctions — U.S. Treasury OFAC. (eCFR)
  
  
• Antiboycott — 15 C.F.R. Part 760 (BIS). (eCFR)
  
  
• Anti-Trafficking — FAR 52.222-50. (Acquisition.gov)
  
  
• Antitrust — DOJ/FTC guidance (price-fixing, bid-rigging, wage-fixing/no-poach). (Department of Justice, Federal Trade Commission)
  
  
• FCPA — DOJ/SEC Resource Guide (books & records/internal controls for issuers; anti-bribery provisions). (Department of Justice)
  
  
• False Claims Act — 31 U.S.C. § 3729 et seq. (civil liability/qui tam). (Department of Justice)
  
  
• False Statements — 18 U.S.C. § 1001. (Legal Information Institute)