Summary

At Chyborg Ltd ethical behavior should transcend culture and is a required part of conducting business. Fundamental to our Code are the concepts of trust and commitment to professionalism. We strive to make these fundamentals an integral part of our relationships and transactions with our employees, members, clients, suppliers, partners and stockholders, the community, and society.

This Code outlines the following:

1) Our basic Principles in which we strive to conduct business and serve our clients.

2) Standards for our professionals.

3) General Business conduct.

As with any Code, judgment is advised, as this Code does not contain a list of every permissible scenario or situation that should be avoided. Common sense and judgment must be applied. The Code is applicable to all Chyborg Ltd members, employees, and board members.

Principles

Respect and Integrity – Chyborg Ltd members and employees represent themselves and Chyborg Ltd whether with a client or in the community and are expected to adhere to standards of common decency in conversation, conduct, and character.

Quality and Excellence in Work – Chyborg Ltd’s work must be able to be relied upon by our clients and the community. Chyborg Ltd expects its employees to have the highest quality standards in the industry. We strive for a standard of quality that transcends our behavior and includes but is not limited to physical appearance, conduct in daily business, and technical competence.

Commitment to Professionalism – Chyborg Ltd members and employees are expected to honor its obligations and deliver to all stakeholders based on our agreements. Moreover, Chyborg Ltd members and employees are expected to commit to the development and improvement of themselves and their colleagues through training, certification, experiences, coaching, and management review.

Fairness – Chyborg Ltd members and employees are expected to remain fair and impartial in business transactions and relationships.

Professional Standards

Consulting is a professional service to society. At Chyborg Ltd, we believe that consultants have a special duty to their clients based on the unique role they serve as advisors. The following are key standards, which we strive to maintain:

Confidentiality

Chyborg Ltd recognizes that information obtained from clients or future clients is valuable and a private matter. All information received during the course of business from a client cannot be shared or made public without the client’s prior authorization.

Due Care

Fundamental to consulting is providing advice, solutions, and recommendations to clients. All Chyborg Ltd employees will make certain that all information provided to clients is based on sound and unbiased judgment, considers all the available facts and circumstances, and includes proper management and client review.

Professionalism

Professionalism to Chyborg Ltd means delivering services as agreed and committing to the task until the job is completed. Additionally, consulting by its very nature involves providing advice and recommendations based on competency, skills, experiences, analysis, and solutions. Chyborg Ltd employees are expected to remain current on management trends and their individual areas of expertise through ongoing training, coaching, and experience.

Transparency

Chyborg Ltd and its employees shall remain independent and objective in relationships with clients. All third-party relationships, subcontract arrangements, fee structures, and consulting skills or competencies will be disclosed to our clients and agreed to by the client as soon as applicable. If potential conflicts arise, Chyborg Ltd employees are expected to notify its clients immediately.

General Business Conduct

Compliance with Laws and Regulations

We expect Chyborg Ltd employees and members to comply with the laws in all countries in which we operate. Employees who violate laws or regulations face prosecution through civil courts and possible disciplinary action, including possible termination of employment or affiliation with Chyborg Ltd.

Fair Dealings

We deal fairly with all members, employees, members, clients, suppliers, stockholders, and the community. This includes but is not limited to participating in the areas of bribes, kickbacks, false claims, misleading information, and manipulation.

Workplace Responsibilities

Chyborg Ltd strives to provide an environment of excellence and productivity. We are committed to providing an environment that is free from unlawful discrimination and or harassment of any type. All incidences should be reported immediately to an employee’s supervisor, member, management, or board member.

Conflicts of Interest

Chyborg Ltd expects its members and employees to remain independent in fact and appearance and thus avoid situations or transactions, which create a potential conflict. This includes the following areas:

·         Soliciting or accepting gifts, loans, or favors from interested parties

·         Service on the board of a competitor or client

·         Employment or ventures outside of normal client duties that might interfere with job performance or create a conflict

·         Owning, directly or indirectly, a significant financial interest in any entity that conducts business with Chyborg Ltd. A significant interest means a controlling interest greater than 5% of the outstanding securities in question.

Confidentiality

All confidential and proprietary information concerning Chyborg Ltd is the property of Chyborg Ltd and must not be improperly disclosed to third parties. Additionally, as disclosed in Chyborg Ltd’s Professional Standards, confidential and proprietary client information should be protected as well. This obligation extends to members and employees even after termination.

Insider Trading

Members and employees must never trade securities based on confidential information obtained through clients or business relationships. Such conduct may violate federal and/or state laws and be subject to significant fines and penalties, including imprisonment.

Protection and Use of Company Assets

Chyborg Ltd’s assets are to be used for legitimate business purposes only. Assets include both tangible and intangible assets such as proprietary software programs, models, methods, tools, and company records and files. These are protected under federal copyright, trademark, and patent laws.

Protection and honoring of intellectual property should be reciprocal and must extend to the use of third-party software by our vendors and clients. Common and specialty software programs must not be copied or downloaded from another computer, network, or storage device without first purchasing, registering, and disclosing to Chyborg Ltd the appropriate rights to the software based on Chyborg Ltd’s information technology standards.

Document Retention

All documents must be retained based on applicable laws, regulations, and Chyborg Ltd policies. Chyborg Ltd members and employees may not destroy, alter or falsify any document that may be relevant to pending or potential litigation.

Maintenance of Corporate, Books, Records, Documents, and Accounts

Chyborg Ltd believes that visibility fosters accountability. All records and books of the company will be kept accurate and timely. Members and employees must comply with appropriate policies and procedures related to financial controls, internal controls, and transactions on behalf of Chyborg Ltd.

Reporting Violations

Violations of this code should be reported to the appropriate Chyborg Ltd member or employee immediately.

Compliance

All members, employees, and board members are expected to understand and comply with the Code. No retaliation will be taken for reporting real or potential violations of The Code.

Exceptions

Any waivers of this Code require the approval of Chyborg Ltd’s members.

Questions or Comments

Questions or comments regarding this Code should be directed to Chyborg Ltd’s corporate office at legal@Chyborg.ch.