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Code of Business Conduct

Our Commitment

Octave is committed to conducting business with integrity and in accordance with all federal, state and local laws. We are proud of our honest reputation, due largely to the ethical business conduct of our employees. We have established a code of conduct that sets standards and rules for ethical business practices for all employees, the members of our board of directors and all of our business partners. We are pleased to provide this code of conduct for your review. Any questions or comments about the code of conduct may be directed to Octave, Compliance Officer, at 501-378-2577 or [email protected].

The code is divided into a statement of principles and 12 standards. You may click on the underlined text to see the details of each section.

Statement of Principles: Strive for Ethical Professionalism

We should each strive to maintain a professional environment that considers ethics and compliance an integral part of all of our business decisions.

Standard 1: At a Minimum, Ethical Professionalism Requires Legal Compliance

For this reason, we must conduct company business in accordance with all applicable laws, regulations and contractual obligations at all times.

One of the purposes of the company's Compliance Program is to educate each of us about our obligations under the law. The company is subject to a wide variety of laws and regulations, some of which address, for example, licensure requirements, accuracy in records, confidentiality concerns, patient treatment issues, and reimbursement of providers and the company by Medicare. Thus, in order to comply with this standard, we must each be knowledgeable about the laws, regulations and contractual obligations applicable to our lines of business, particularly those implicated by our individual duties. The company will conduct regular training on compliance issues in general, with specific programs tailored to each of our individual lines of business.

We are each responsible for ensuring our own compliance with laws, regulations and contractual obligations that are applicable to the company. We are also responsible for asking questions when we are uncertain about the propriety or legality of particular conduct and for reporting specific instances of noncompliance with applicable laws, regulations, contractual obligations or these standards, of which we are or become aware.

Standard 2: Report Data Truthfully and Accurately

We must each take special care to ensure that information is recorded and reported accurately and honestly.

Each of us is responsible for ensuring that the information we record and report as part of our daily job duties is truthful and accurate. Truthful and accurate reporting includes the correct reporting of the time we have worked, our business expenses, our own production or performance data and the production and performance data of the company, and any other business-related activities on which we must record and/or report data.

It is especially important that we each report and record information in connection with company contracts accurately and truthfully. No company employee may intentionally allocate costs to contracts in a manner that is contrary to the contract's provisions or contrary to appropriate accounting practices. In addition, no company employee may inaccurately identify labor costs in the company's records or submit or instruct another company employee to submit time charges which do not accurately reflect actual time worked on a particular contract. If you have a question about how data related to a particular contract should be recorded, you should discuss it with your supervisor, the company's legal department, and/or the company compliance officer.

This standard also specifically prohibits the falsification of any information in any company record or document. If a co-worker or supervisor asks or instructs you to report data that is not accurate or truthful, or to falsify data in any company record or document, don't do it. Get in touch with the company's compliance officer immediately and explain the situation and your concerns to him or her.

Any company employee who violates this standard will be subject to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

Standard 3: Follow Company Record Retention Policies

We must each ensure that all business records are retained in accordance with the company's record retention policies.

Company business records, including medical records, must be retained in accordance with laws, regulations, contractual obligations, and the company's record and/or document retention policies. This includes paper records, electronic information such as computer files or electronic mail, or information stored on any other medium. No company employee may tamper with company business records or remove or destroy company business records in a manner that is contrary to the company's record retention policies. If you have a question concerning the company's policies regarding the retention of a particular type of record or document, you should ask your supervisor for guidance.

Standard 4: Protect Confidential Information

We must each protect the integrity of confidential information at all times.

You should not disclose confidential information to persons outside the company unless they have a legitimate need for the information and they have been properly authorized by company management to receive it. In order to protect confidential information, you should take reasonable steps to ensure that it cannot be intentionally or inadvertently discovered by persons outside the company. This requires you to take reasonable steps to safeguard confidential information, such as keeping confidential data in a secured location in your office or work area and not discussing confidential information with co-workers in public areas, such as elevators and taxicabs.

Confidential information includes information related to the company's business strategies and operations that have not been publicly released. It consists of information such as pricing and financial data, marketing strategies, proprietary computer software, inventions, information about planned mergers or acquisitions, information about our fellow employees, and information about our subcontractors and vendors. It also includes medical records and other types of patient data, the confidentiality of which is generally protected under state law.

The company has or will have formal privacy policies, such as the Patient Specific Medical Information Policy and policies adopted to comply with HIPAA. Employees dealing with any information subject to these policies should be familiar with them and abide by them at all times.

Standard 5: Avoid Conflicts of Interest

We must each ensure that we do not engage in activities that conflict with, or are otherwise incompatible with, our responsibilities as company employees.

A conflict of interest can be defined as a situation where your personal interests or activities could influence your judgment or your decisions, and therefore your ability to act in the best interests of the company. A conflict of interest includes activities that may only appear to influence your judgment or decisions. Because even the appearance of a potential conflict of interest can cause our business partners and customers to question our motives, we must ensure that our personal interests do not create such a situation.

A conflict of interest between our personal interests and professional responsibilities is often characterized by situations where we, or members of our family, stand to receive a personal benefit, whether financial or otherwise, as a result of our actions in connection with the company. For example, if you or your spouse have a financial interest in a company seeking to do business with the company, your loyalty to the company would be in direct conflict with your personal financial interests. The same conflict would be present if you or your spouse have a financial interest in a company competitor. In addition, in order to avoid the conflicts prohibited by this standard, company employees must disclose any financial interests that they or immediate members of their family have in either company competitors or in companies doing business (or seeking to do business) with the company.

Another example of a conflict of interest would be where a company seeking to do business with the company offers you a gift or loan. As is discussed in more detail under Standard 6 below, the acceptance of a gift or loan from a potential business partner could compromise your ability to act in the best interests of the company and must therefore be declined. This prohibition does not apply to routine business courtesies, which are discussed in more detail under Standard 6 below.

We must also take care to ensure that any secondary employment we engage in does not create an actual or potential conflict of interest. For this reason, company employees may not serve as consultants to, or as directors, officers or part-time employees of, company competitors, nor may company employees serve in such capacities for any subcontractors, vendors or others seeking to do business with the company unless such relationships have been fully disclosed in writing to the company and its compliance officer, and a determination has been made after appropriate review that any actual or potential conflict has been resolved or mitigated so as to avoid compromising the loyalty of the employee or the integrity, security, reputation and best interests of the company.

Compliance with this standard requires full disclosure on the part of all company employees. Accordingly, you must disclose all actual or potential conflicts of interest to the company so that the company can determine whether a conflict exists and if so, what actions should be taken to eliminate or avoid the conflict. At least once per year the company will distribute a conflict of interest questionnaire to all company directors, officers, managers and certain other employees. Persons to whom the conflict of interest questionnaire is distributed must answer all questions fully and accurately and must certify as to the accuracy of the information given.

Responses to the conflict of interest questionnaire will be reviewed by the senior counsel, litigation, who will collect any additional information needed, determine whether actual or potential conflicts exist, and whether a resolution or mitigation plan is required to address such actual or potential conflicts. The senior counsel, litigation, will then classify questionnaire responses into appropriate categories and will submit the completed conflict of interest questionnaires to the Board's Code of Business Conduct and Compliance Committee with recommendations of any specific mitigation plans needed to address identified conflicts or potential conflicts. The senior counsel, litigation, will also work with outside auditors to follow up with affected employees and supervisors during the year to check on mitigation plan compliance. The outside auditor's report of such follow-up review will be submitted annually to the Board's Code of Business Conduct and Compliance Committee.

Standard 6: Don't Offer or Accept a Bribe or Kickback

Do not accept favors from potential business partners in exchange for your business decisions, and do not offer favors to potential customers in return for business.

Company employees are strictly prohibited from offering, giving, soliciting and/or accepting gratuities, bribes and kickbacks. Offering or accepting a gift or gratuity in exchange for favorable treatment or to secure business is illegal and can subject you as an individual and the company as an organization to criminal prosecution. You must never offer, give, solicit or accept items such as cash, loans, gift certificates, travel, invitations to attend or participate in activities such as sporting events or hunting trips, or other things of value in order to secure business or in return for giving business. This prohibition applies across the board to all of our business relationships, whether those relationships are with the government or with private sector entities.

You must be especially vigilant in your business dealings with actual or potential business partners to ensure that what you may construe as a routine business courtesy is not in fact a bribe or a kickback. A routine business courtesy will generally be of fairly low value and will be reasonably related to a legitimate business objective, such as food served at a breakfast meeting to non-government customers or a coffee mug with the company logo given to a non-government customer. A routine business courtesy does not include a lavish dinner for a large group of people, a weekend trip, travel expenses for business meetings, and other expenditures designed to induce a customer to enter a contractual relationship with the company. To the extent that you feel that social activities are helpful in maintaining good customer relations, you must coordinate closely with your management and with the company's legal department to ensure that such activities do not run afoul of this standard or federal, state and local law.

Because employees of the government are subject to strict rules concerning gifts, meals and other business courtesies, we must all take special precautions to ensure that no company employee offers or provides any gifts, entertainment, meals (aside from minor refreshments), or anything else of value to a government employee without prior approval of the company legal department.

We must also ensure that the business relationships we as a company enter into do not run afoul of this standard or the laws against kickbacks and bribes. For example, if we as a company enter into an agreement with a vendor to take stock in the vendor in exchange for awarding that vendor a subcontract on a government contract, the stock agreement would likely be construed to be an illegal kickback.

Likewise, we must be especially vigilant in the area of consulting agreements. In the provider context, consulting agreements between entities such as hospitals, medical supply companies and laboratories on the one hand, and physicians on the other hand, have been found to have been entered for the purpose of inducing referrals and to therefore violate the Medicare and Medicaid Anti-Kickback Act. Thus, any proposed arrangement or agreement tying compensation to the anticipated volume of business must be referred to the company's legal department for their review.

Violation of this standard will subject the company employee to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

Standard 7: Always Remember That the Government Is a Unique Customer

We will conduct our government business with the highest degree of integrity and honesty.

An important part of our business is the work that we do on behalf of the federal government, such as our work for the Medicare program and the Federal Employee Program, along with our contracts with state and local governmental entities. When we act as a government contractor, we have a special obligation to the government (along with the public at large) to ensure that we perform that work with the highest degree of integrity. Accordingly, we must all be committed to compliance with not only the letter but also the spirit of the laws and regulations that apply to our government contracting business.

Although all of the standards discussed in this Code of Conduct are, of course, applicable whether the customer is the government or a private entity, the unique nature of doing business with the government implicates particular statutes and regulations that do not normally apply to commercial transactions. For example, under Title 18 of the United States Code, it is a crime to knowingly make a false claim for payment to the government or to knowingly make a false statement to the government. If you falsify data that is submitted to the government, even if you are not doing so in an attempt to obtain payment for the company, you have committed a crime. Both you and the company could be subject to criminal prosecution for your violation and could be subject to large penalties and fines. In addition, both you as an individual and the company as an organization could be prohibited, through suspension and debarment or exclusion, from working on government projects in the future.

If you engage in any conduct that results in a violation of this standard, you will be subject to the full range of disciplinary sanctions, up to and including termination for cause where appropriate. In addition, the company may have an obligation to refer your actions to the appropriate prosecutorial authorities, which could lead to criminal prosecution of both you and the company.

Set forth below are some examples of the types of situations where we must be especially vigilant in ensuring that we do not engage in conduct that could violate this standard or the special rules applicable to government contracts.

A. Cost Records, Price Estimates and Time Charging.

We are required to maintain and provide the government with access to accounting and other records to enable the government to substantiate its payments to us for work performed on existing contracts and to help it verify our cost and pricing estimates on future contracts. We must therefore ensure that accurate and truthful records are maintained and that records are preserved for the period of time required by applicable laws and contract provisions. We must charge all costs and labor accurately, to the appropriate account, regardless of the status of the budget for that account. If you engage in improprieties such as the charging of labor or material costs to the wrong contract, charging contract effort to an overhead or indirect account, falsification of time cards and improper destruction or alteration of records, you will violate this and other standards set forth in the Code of Conduct and will be subject to the full range of disciplinary sanctions, up to and including dismissal where appropriate.

B. Cost or Pricing Data.

We may be required to submit cost or pricing data to the government or to prime contractors and to certify that the data are current, accurate and complete. This is an affirmative disclosure obligation. Moreover, the definition of the "data" that must be disclosed is very broad and includes not only hard facts but also management decisions and estimates (based on verifiable data) which a reasonable person would expect to have a significant effect on price negotiations.

We must follow a policy of full disclosure in negotiations for government contracts or subcontracts. If your actions result in the submission of cost or pricing data that is not current, accurate and complete as of the date of agreement on price, you will violate this and other standards set forth in the Code of Conduct and will be subject to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

C. Unallowable Costs.

We may submit proposals for reimbursement of indirect costs to the government, either under cost reimbursement contracts or as part of overhead rates. You (or one of your co-workers) may be required to certify your belief that a proposal or cost submission does not contain any "unallowable" costs, and in particular, does not contain unallowable costs for advertising, public relations, donations, entertainment, fines and penalties, lobbying, defense of fraud proceedings and goodwill. We must take special care to ensure that these proposals seek reimbursement for only those indirect costs that are clearly allowable or as to which we have a good faith argument that the costs are allowable. If your actions result in the inclusion of clearly unallowable costs in cost proposals, you will violate this and other standards set forth in the Code of Conduct, and you will be subject to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

D. Quality Control, Testing and Compliance With Specifications.

We are often required to certify compliance with applicable quality control specifications and testing requirements for our products and services. We must make every effort to ensure that we deliver goods and services that not only meet all applicable contract requirements but also give the customer the highest degree of confidence in our products. If you engage in improprieties such as the delivery of nonconforming goods, components or services, the failure to conduct required inspection or testing, or the manipulation of test procedures, test data or contract performance data, you will violate this and other standards set forth in the Code of Conduct and will be subject to the full range of disciplinary sanctions, up to and including termination for cause where appropriate.

E. Certification and Representations.

As the three examples above illustrate, contracts and subcontracts on government projects often require the company to submit various certifications. These contracts also usually contain clauses wherein the company is required to make affirmative representations about a variety of matters in addition to those described above, such as compliance with socioeconomic programs, contract specifications, environmental laws and various procurement regulations.

These certifications and representations are serious matters. The company relies upon the truthfulness and accuracy of the information it receives from its employees when it submits these certifications. If your actions result in the knowing submission of a false certification or representation in connection with a government contract, both you and the company could be criminally prosecuted for making false statements to the government. For this reason, we must all exercise extreme diligence to ensure that these certifications and representations are truthful and accurate before they are submitted to the government.

Finally, although some of the subjects set forth below are discussed more fully in other standards, we must all take special care to ensure that the company is in full compliance with the following standards of conduct in contracting with the government:

F. Gratuities.

We should ensure that government employees are not offered or given, either directly or indirectly, entertainment, gratuities or other items, including transportation or meals at business meetings, that such employees are prohibited from receiving by applicable agency regulations. Accordingly, company employees should obtain clearance from the company's legal department before offering or giving any such item or service to a government employee.

G. Kickbacks.

We must never request or accept fees, commissions, compensation, gifts or gratuities from our subcontractors or suppliers, directly or indirectly, as a reward or inducement for business with the company. We must also never pay or offer to pay kickbacks to any person. Moreover, we must never offer or give anything of value to customer personnel under circumstances that could create even an appearance that we are seeking to induce preferential treatment or pay a reward for placing business with the company.

H. Classified Information and Confidential Data.

National security classified, procurement sensitive (e.g., budgets and evaluation criteria), and proprietary information shall not be accepted from any source, either directly or indirectly, in circumstances where there is reason to suspect that the release is unauthorized. In addition, we must ensure that all information we obtain about our competitors is done in compliance with the law and the standards set forth in the Code of Conduct. We must not solicit or obtain confidential information about a competitor in a manner that would be illegal or would require a person to violate a contractual agreement, such as a confidentiality agreement with a prior employer.

I. Former Government Employees.

Special restrictions apply to recruiting former government personnel and the activities of former government employees retained by the company as employees or consultants. Clearance must be obtained from the company's legal department before even mentioning possible employment to a current government employee, and before retaining any former government employee.

Standard 8: Compete Ethically and Fairly

We must take special care to avoid engaging in anti-competitive activities or unfair trade practices.

A sincere commitment to ethical professionalism requires us to conduct our business in a manner that helps maintain a free and competitive market for our goods and services. Activities that would artificially restrain a competitive market are contrary to that philosophy and to federal laws against anti-competitive activities. Accordingly, we must ensure that we avoid engaging in activity that could be considered to violate those laws.

Activities that could run afoul of that goal include discussing pricing or supplier relationships with a competitor, agreements to allocate the market for our goods and services among ourselves and our competitors, and agreements among competitors to refuse to deal with particular suppliers or vendors. We must be especially vigilant when attending gatherings such as trade association meetings that we do not get drawn into discussions of inappropriate topics, such as discussions concerning pricing, labor costs, marketing plans and the like. If you find yourself in such a situation, immediately end the conversation, and if appropriate, ask that your refusal to participate be documented in the meeting minutes. You should also immediately report any such incident to the company's legal department.

In addition, we must ensure that all information we obtain about our competitors is done in compliance with the law and the standards set forth in the Code of Conduct. We must not solicit or obtain confidential information about a competitor in a manner that would be illegal or would require a person to violate a contractual agreement, such as a confidentiality agreement with a prior employer.

Finally, we must also ensure that all information we provide to our customers and the community at large about our products and services is truthful and accurate and does not contain misleading or deceptive information.

Standard 9: Treat Government Investigations as Serious Matters

We will cooperate with all government investigations and reasonable requests for information.

From time to time, the company may be asked to cooperate with a government investigation or to respond to a request for information from the government about how we conduct our business. The request may come through official channels from the government to company management, or you could be contacted individually by a member of an enforcement agency, such as the Federal Bureau of Investigation, the Office of Inspector General or the Department of Justice.

When the company receives official requests for information or cooperation, it will notify you of your responsibilities and duties in connection with providing such information and cooperation. If you are contacted individually by government investigators and are asked to meet with them individually to discuss activities in connection with your employment by the company, the company requests that you immediately notify the legal department and inform them that you have been contacted. Of course, the decision of whether to cooperate with their inquiry is up to you alone, and you will not be rewarded, disciplined, punished or otherwise retaliated against whether you decide to cooperate or not to do so. However, if you decide to speak with government investigators, be sure that you are accurate and truthful in all your answers to their questions because if you are not, both you and the company could be subject to criminal prosecution.

Although company employees are free to cooperate individually with government investigators, you may not provide company documents or data in response to a government request for information without first obtaining authorization from the legal department.

Standard 10: Safeguard Company Assets

Company employees should not use company assets for personal reasons unless they receive specific prior approval from their supervisor.

In general, company assets should be used for business purposes only. For this reason, you may not use company assets for personal financial gain unrelated to company business. Company assets include your time, along with items such as office supplies, computer equipment, telephone equipment, copying machines and computer software.

The company's electronic mail system is the property of the company and should be used for company business purposes. Except for incidental personal use allowed under the limited circumstances and restrictions set forth in the company's written electronic mail policy, the electronic mail system should not be used to send messages of a personal nature and should not be used to conduct business other than company business. Employees should review and follow the specific guidelines and requirements of the company's written electronic mail policy, so as to conduct electronic mail communications in the same professional and respectful manner as all other internal or external plan communications among employees and with customers and the public.

The company may monitor employees' use of the electronic mail system on an "as needed" basis in a manner consistent with applicable state and federal law as more specifically provided in our separate email policy. Any such monitoring will only be conducted by company authorized personnel in order to protect the company's legitimate business interests. By using the company's electronic mail system, all employees consent to this monitoring at the discretion of the company.

Standard 11: Don't Engage in Improper Political Activities

Because the company's ability to participate in political activities is constrained by federal, state and local law, all organizational political activity must be cleared by the company's legal department.

As an organization, the company's political activities must be conducted in accordance with applicable law. Accordingly, company employees should not use company assets to engage in political activities without the prior review and approval of the company's legal department.

Company employees are strictly prohibited from including political contributions on their expense accounts and must not allow company assets to be used for a political cause, candidate or campaign. While you are free to participate in the political process on your own time and at your own expense, if you do so, you must make clear that you are speaking or acting on your own behalf. You must not conduct your activities in a way which gives others the impression that you are speaking on behalf of the company or otherwise represent the company.

If your position in the company requires you to have personal contact with governmental entities and officials on the company's behalf, be sure that you are aware of and understand all relevant regulatory provisions applicable to such contacts. If you have questions about your actions, get in touch with the legal department before you act.

Standard 12: Recognize That the Company's Greatest and Most Valuable Asset Is Its Workforce

The company is committed to maintaining a safe and professional working environment for all of its employees and to ensuring that all employees are treated with fairness, dignity and respect.

A. General Principles

In order to comply with this standard, we must observe all government regulations and rules promoting protection of workplace health and safety and must take reasonable precautions to protect ourselves and our co-workers from workplace hazards. We must also comply with all laws, regulations and policies related to non-discrimination in all our personnel actions, which include recruiting, hiring, compensation, evaluations, transfers, promotions, corrective actions, discipline, terminations and staff reductions.

B. Harassment

Company employees should be able to work in an environment free of harassment and ridicule. Harassment can consist of offensive comments based upon the diverse characteristics or cultural backgrounds of our co-workers, degrading or humiliating jokes, and slurs or intimidation of any form. Sexual harassment includes unwelcome sexual advances or requests for sexual favors in connection with job decisions, or verbal or physical conduct of a sexual nature that interferes with an employee's work performance or creates an intimidating, hostile or offensive working environment.

At the extreme, harassment can also include workplace violence, such as threats of violence or violence directed against co-workers or the company, or "stalking" behavior committed by or directed at company employees. For this reason, company employees are prohibited from bringing to the company's premises, or having in their possession on the company's premises, firearms, weapons, explosive devices or other dangerous materials.

Harassment of any form is strictly prohibited by the company. If you are the victim of harassment, or you observe any form of harassment, you should immediately report the incident to your supervisor and the compliance officer. Employees who violate this standard will be subject to the full range of disciplinary sanctions, up to and including termination where appropriate.