Code of Business Ethics

Background & Objectives: This Code of Business Ethics and Conduct (“Code”) sets forth the guidelines for conducting the business of Terra Universal, Inc. (“Terra”) consistent with applicable laws and regulations and with the highest standards of business ethics. The Code applies to every individual acting on behalf of Terra, including its officers, employees, agents, subcontractors, suppliers and any Terra representatives (hereinafter referred to as the “individual” or “employee”). Every individual must strictly comply with all applicable federal, state, local, and foreign laws and regulations, and with this Code. However, Terra is committed to more than just adherence to laws and regulations. In each of our actions, we strive for the highest level of integrity and ethics in our dealings with each other, our customers, our suppliers, the public, and government agencies. Each of us has an obligation to behave at all times with honesty and propriety.

While this Code attempts to address the more common issues you are most likely to encounter, it is intended to be general in scope and is not exhaustive. It is not possible for this Code to address every potential issue you may face. Terra expects that in the event you have any questions, you feel uncomfortable about a situation, or have any doubts about whether an act is consistent with Terra's ethical standards, you will raise the issue to your supervisor, to the HR Department, to Terra's Chief Ethics Officer, to other appropriate senior management, or report the conduct by using the Ethics and Compliance Hotline.

Additionally, just as with every rule, there may be exceptions to some of the rules stated herein. The exceptions may sometimes derive from specific legal exemptions, but more often will result from a combination of seasoned judgment and consideration of all pertinent facts. All individuals are encouraged to seek the advice of appropriate senior management in matters of corporate policy if there is any doubt relating to proper conduct.

 

PROCEDURE:

Our Commitment: An Ethical Work Environment

Terra has a higher duty of ethical conduct than many companies because our actions affect the taxpayers of the United States who fund our efforts. Our commitment is to live up to the highest standards of ethical business conduct. This requires all of us working together to create a culture of honesty, responsibility, and accountability. Each of us at the end of our working day should feel proud of what we have accomplished and the manner in which we accomplished it. Living up to the highest standards for ethical business conduct requires adherence to, at least, six basic principles:

1. Honesty: to be truthful, accurate and complete in all out statements, implications and activities;
2. Integrity: to say what we mean, to mean what we say, to always deliver what we promise, to stand for what is right;
3. Respect: to treat each other and all non-Terra individuals with the utmost dignity and fairness;
4. Trust: to build confidence in each other and with our suppliers and customers through teamwork and open, candid communication;
5. Responsibility: to take full responsibility for our actions, and to speak up without fear of retaliation and report concerns in the workplace, including violations of laws, regulations and Terra policies, and to seek guidance whenever there is doubt;
6. Citizenship: to obey all the laws of the United States.

Terra will do everything in its power to meet these standards. We are counting on you to do the same. We are confident that our trust in you is well placed, and we are determined to be worthy of your trust.

Ensure the Integrity of Terra Representatives

As Terra is committed to maintaining an ethical work environment, it is critical that Terra only deal with individuals that also are committed to this principle. Therefore, business integrity is a key requirement for the selection and retention of those who represent Terra.

Subcontractors, vendors, agents, representatives, or partners must comply with Terra’s Code. Each of us are responsible for ensuring that these individuals and entities have the highest integrity and ethical standards. In addition, procurement personnel shall ensure that contracts with such individuals and entities reflect requirements of applicable laws, regulations, and Terra policies pertaining to ethics in public procurement.

Highest Quality Products and Services

Terra is committed to delivering quality products and services that meet all contractual obligations and quality standards. We will not provide products and services that:

• Fail to meet contract specifications;
• Utilize lower quality materials than those ordered;
• Are not properly tested;
• Contain foreign-made materials when domestic materials are specified; or
• Include substituted materials unless permitted by law and allowed by the contract or agreed to in writing by the customer.

Compliance with Contract Requirements

It is Terra’s policy to adhere strictly to the requirements of our contracts. To achieve this objective, it is mandatory that the responsible Terra employees understand the requirements of the contracts on which they are working and that the requirements be communicated to the employees responsible for performance. Such contract requirements include, but are not limited to, billing requirements, contract quality standards, and packaging requirements.

Government Contracting Laws

Our work for the United States government, including our contracts and subcontracts, impose unique requirements of which we must be aware and to which we must adhere. You have a responsibility to comply with all applicable laws, regulations, and contract requirements. Accordingly, it is your responsibility to be familiar with the laws and regulations applicable to your job responsibilities, as well as applicable federal contract clauses, and to seek guidance and instruction whenever questions arise.

Obtaining Proprietary or Source Selection Information

Companies are prohibited, when competing for the award of a U.S. government contract or subcontract, from knowingly obtaining, and current or former government employees from knowingly disclosing, “source selection information.” “Source selection information” includes: proposed costs or prices submitted to the government; source selection plans and technical evaluation plans; evaluations of technical and cost/price proposals by the government, competitive range determinations, rankings of bids, proposals, or competitors, and/or reports and evaluations of source selection panels, boards, or advisory councils; and other information marked “Source Selection Information.”

It also is improper to obtain another company’s proprietary information, including any proprietary information submitted by Terra’s competitors to the government during the conduct of a procurement. Terra employees must not solicit nor receive any “source selection information” or any other form of sensitive proprietary government information to which we are not entitled, nor may Terra employees solicit or improperly receive another company’s proprietary information.

Contract Negotiations and Disclosures

In negotiating contracts, we must at all times be accurate and complete in all representations. The submission of a proposal, bid, quotation, or other document or statement that is false, incomplete, or misleading can result in civil and/or criminal liability for Terra and the involved individuals. If Terra is required to submit cost or pricing data in connection with a proposal, it is our obligation to ensure that we disclose all current, accurate, and complete cost and pricing data. The failure to do so is a violation of law and of this Code.

Accurate Representations

 

Terra expects that all individuals will make accurate representations on its behalf. Every time an employee stamps or signs a document, he or she is representing to the recipient that the document is accurate and the job was done right. It is a breach of this Code to make any misrepresentations to any customer, and such misrepresentation may constitute a violation of federal law if the ultimate customer is the U.S. government. Terra’s policy is always to provide information that is as complete and accurate as possible. No employee shall knowingly record or use false data.

Complete and Accurate Records

We must maintain complete and accurate records of all types. All Terra records must not be misleading and must be complete, accurate, and reliable in all material respects. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited. All business and financial transactions must be executed in accordance with applicable law and Terra's policies and procedures. No one should even consider misrepresenting facts or falsifying records of any type or even attempt to rationalize doing so. Such actions are illegal, will not be tolerated, and will result in disciplinary action up to and including termination of employment. You are responsible for understanding and complying with our record keeping policy. Please ask your supervisor if you have any questions.

All Terra records must be stored in a safe and secure location for the period of time required by law or Terra policy. Old or unneeded records will be disposed of securely and in accordance with applicable document retention schedules or legal statutes.

Certain laws and regulations govern the proper retention of many categories of records and documents that are commonly maintained by companies. Any record, in paper or electronic format, relevant to a threatened, anticipated, or actual internal or external inquiry, investigation, matter, or lawsuit may not be discarded, concealed, falsified, altered, or otherwise made unavailable, once an employee has become aware of the existence of such threatened, anticipated, or actual internal or external inquiry, investigation, matter, or lawsuit. When in doubt regarding retention of any record, an employee must not discard or alter the record in question and should seek guidance from the Chief Ethics Officer.

Personal Conflicts of Interest and Corporate Opportunities

A. Identifying Potential Conflicts of Interest

Showing favoritism or having conflicts of interest - in practice or in appearance - runs counter to the fair treatment to which we are all entitled. A personal conflict of interest occurs whenever the private interests or relationships of an individual interfere or appear to interfere with the interests of Terra. Avoid any relationship, influence, or activity that might impair, or even appear to impair, your ability to make objective and fair decisions when performing your responsibilities to Terra.

Identifying potential conflicts of interest may not always be clear-cut. The following is not intended to be a comprehensive list, but rather are basic tenets that would raise the specter of a conflict of interest:

• Outside Employment. Terra employees have a primary business responsibility to Terra and should avoid any activity that may interfere, or have the appearance of interfering, with this responsibility. No employee should be employed by, serve as a director of, or provide any services to a company that is a customer, supplier, or competitor of Terra.
• Improper Personal Benefits. No employee should obtain any material (as to him or her) personal benefits or favors because of his or her position with Terra.
• Financial Interests.  No employee should have a significant financial interest (ownership or otherwise) in any company that is a customer, supplier, or competitor of Terra. A "significant financial interest" means: (i) ownership of greater than 1% of the equity of a customer, supplier, or competitor; or (ii) an investment in a customer, supplier, or competitor that represents more than 5% of the total assets of the employee.
• Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a customer, supplier, or competitor of Terra. This guideline does not prohibit arms-length transactions with banks, brokerage firms, or other financial institutions.
• Service on Boards and Committees. No employee should serve on a scientific or business advisory board, board of directors or trustees, or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of Terra or otherwise provide advice on a continuing basis for such entity, unless they have prior written permission from Terra senior management.
• Lectures and Presentations. Employees may not give or participate in any speaking engagement outside of Terra on any subject that relates to Terra's business or their work for Terra without the prior approval of their supervisors. Employees may not submit articles for publication that contain information involving Terra without prior approval of their supervisors. It is the supervisor's responsibility to obtain clearance from Terra senior management as appropriate.
• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee's objectivity in making decisions on behalf of Terra. For purposes of this Code, "family members" include your spouse or life-partner, brothers, sisters, parents, in-laws, and children whether such relationships are by blood or adoption.

When in doubt, share the facts of the situation with your supervisor.

B. Disclosing Potential Conflicts of Interest

Terra requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Chief Ethics Officer. Your supervisor and the Chief Ethics Officer will work with you to determine whether you have a conflict of interest and, if so, how best to address it.

Corporate Opportunities

As an employee of Terra, you have an obligation to advance Terra's interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property, information, or because of your position with Terra, you should first present the business opportunity to Terra before pursuing the opportunity in your individual capacity. No employee may use corporate property, information, or his or her position with Terra for personal gain, and no employee should compete with Terra.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Chief Ethics Officer and the appropriate senior management personnel to determine whether Terra wishes to pursue the business opportunity. If Terra waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

Competition and Fair Dealing

All employees are obligated to deal fairly with fellow employees and with Terra's customers, suppliers, competitors, and other third parties. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation, or any other unfair-dealing practice.

Relationships With Customers

Our business success depends upon our ability to foster lasting customer relationships. Terra is committed to dealing with customers fairly, honestly, and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

• Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.
• Employees should not refuse to sell our products or services simply because a customer is buying products from another supplier.

Relationships With Suppliers

Terra deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service, and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier's products and prices.

Relationships With Competitors

Terra is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including U.S. federal and state antitrust laws and other applicable laws of other jurisdictions. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices.

Protection and Use of Terra Assets

Employees should protect Terra's assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness, and waste have a direct impact on Terra's profitability. The use of Terra funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited. To ensure the protection and proper use of Terra's assets, each employee should:

• Exercise reasonable care to prevent theft, damage, or misuse of Terra property.
• Report the actual or suspected theft, damage, or misuse of Terra property to a supervisor.
• Use Terra's telephone system, other electronic communication services, written materials, and other property primarily for business-related purposes.
• Safeguard all electronic programs, data, communications, and written materials from inadvertent access by others.
• Use Terra property only for legitimate business purposes, as authorized in connection with your job responsibilities.

Employees should be aware that Terra property includes, in addition to all written communications, all data and communications transmitted or received to or by, or contained in, Terra's electronic or telephonic systems. Employees and other users of this property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, Terra has the ability, and reserves the right, to monitor all electronic and telephonic communication. These communications may also be subject to disclosure to law enforcement or government officials.

Do Not Give or Accept Anything of Value

It is improper and a violation of this Code to give, solicit, or receive any item of value from customers, vendors, subcontractors, or competitors. Accepting or providing any items of value may raise serious questions as to Terra’s business ethics and may be a violation of law. This includes, but is not limited to, cash or the equivalent, tickets to any events, meals, entertainment, gifts, or personal fees, travel costs, commissions or other forms of remuneration relating to Terra business. If you are offered any item of value, you must report it to your supervisor. There are exceptions to this general rule where the item is of a nominal value; for example, modest refreshments including soft drinks, coffee, donuts on an occasional basis and in connection with business activities.

Employment of Government Employees

Laws and regulations concerning conflicts of interest apply to the employment or retention of former or current government personnel. These rules include provisions governing contact or negotiations with current and former government employees to discuss their potential employment with Terra or their retention by Terra as consultants or subcontractors. They also cover what activities former government employees may not engage in after leaving government service. You are required to consult your supervisor before contacting any former or current government employee regarding employment, or if any such person approaches you regarding employment with or consulting for Terra.

Other Dealings with Government Officials

All dealings with government officials, including but not limited to, lobbying meetings with governmental agencies, contributions to candidates, communications with public officials, and contracting with government agencies must be done in accordance with all applicable laws, rules, and regulations. No employee may offer or promise a payment, reward of any kind, or anything of value, directly or indirectly to any governmental official on any level in order to secure preferential treatment for Terra or any of its employees.

Kickbacks

Terra is committed to ensuring that all transactions and business dealings with its prime contractors, subcontractors, and suppliers are conducted in compliance with the provisions of the Anti-Kickback Act. The Anti-Kickback Act prohibits prime contractors and subcontractors from offering, soliciting, providing, or accepting anything of value for the purpose of obtaining or rewarding favorable treatment in connection with the award of government prime contracts and subcontracts. A “kickback” includes anything of value, including: any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind that is provided, directly or indirectly, to any prime contractor, prime contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a government prime contract or subcontract.

It is Terra’s policy that:

• Employees must never pay, offer, or give a kickback in an effort to receive a contract or subcontract;
• Employees must never solicit or receive a kickback from any party seeking a contract;
• Employees must never include, directly or indirectly, the amount of any kickback: (i) in the contract price charged by Terra’s subcontractor to Terra; or (ii) in the contract price charged by Terra to the government or to a prime contractor, or to any higher-tier contractor with whom we work.

Any employee, who offers, provides, solicits, accepts or discusses offering or accepting a “kickback” will face prompt disciplinary action, which could include dismissal from Terra.

Compliance with Immigration Laws

Federal immigration law requires all employers to verify both the identity and employment eligibility of all persons hired to work in the United States. It is Terra’s policy to hire only employees who are legally authorized to work in the United States. In its efforts to meet the law’s requirements, Terra is participating in the E-Verify program operated by the U.S. Department of Homeland Security’s U.S. Citizenship and Immigration Service. The program allows Terra to verify the employment eligibility of all newly-hired employees. Terra expects you to notify your supervisor of any information indicating that an individual who is working for Terra is ineligible to work in the United States.

Compliance with Antitrust Laws

The antitrust/anti-competition laws of the United States are intended to promote free and open competition. Anti-competitive behavior that is illegal under these laws can involve price fixing, kickbacks, rebates, boycotts, predatory pricing, stealing trade secrets, dividing markets, allocating customers, or entering into tying arrangements. It can also include resale price maintenance agreements, price discrimination, joint bidding arrangements, and other agreements that may, in some way, restrain commerce. Antitrust/anti-competition laws are vigorously enforced and include criminal and/or civil penalties. It is incumbent upon employees to be familiar with these laws and to seek guidance and instructions whenever any questions arise. All individuals are expected to conduct themselves in a manner designed to promote Terra's compliance with antitrust laws, and no employee shall discuss with any competitor prices or terms of sale, division of territories, allocation of customers, or boycotts of customers or suppliers.

Corporate Contributions

Our employees may not use Terra funds, facilities, or services for any political purpose. This policy does not prevent individual employees from making campaign contributions on their own.

Equal Opportunity and Favoritism

All Terra employees will be treated equally. It is Terra policy not to discriminate on the basis of race, color, national origin, citizenship, immigration status, religion, sex, age, sexual orientation, marital/family status, or disability, nor will we tolerate the sexual or other forms of harassment of any employee.

Displays of favoritism, or even its perception, destroys trust, clouds judgment and promotes an unfavorable working atmosphere. Terra's policy is to maintain an environment based on equality, candor and fairness and devoid of favoritism.

Work Safety

Terra’s policy is to maintain a drug-free, safe, and healthy work environment. Each of us is responsible for compliance with environmental, health, and safety laws and regulations. We must observe posted warnings and regulations. Terra expects you to report immediately to your supervisor any drug use, accident, or injury sustained on the job, or any environmental or safety concern you may have.

Confidential Information

A. Confidential Information

Employees have access to a variety of confidential information while employed at Terra. Confidential information includes all information that is internally generated by Terra concerning the business of Terra. It may also include information obtained from sources outside Terra, including information regarding Terra's partners, customers, or suppliers. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to Terra or its customers.

The following types of information and documents are examples of information considered confidential and should be safeguarded to ensure access is only provided for authorized business use (note that this is not intended to be an exhaustive list): proposed trademarks; commercial relationships; contracts; customers; inventions; non-public financial information; memorandum, correspondence and internal records of the organization; collaborations with other companies and the information learned through these relationships; and all personnel information, including names, addresses, home telephone numbers, payroll records, benefit plans, and medical records, unless such disclosure is required by law.

Employees have a duty to safeguard all confidential information of Terra or third parties with which Terra conducts business, except under controlled circumstances with prior senior management approval. An employee's obligation to protect confidential information continues after he or she leaves Terra. Unauthorized disclosure of confidential information could cause competitive harm to Terra or its customers and could result in legal liability to you and Terra.

Employees should not discuss confidential information with anyone outside Terra except under controlled circumstances with prior senior management approval. Any questions or concerns regarding whether disclosure of Terra information is legally mandated should be promptly referred to the Chief Operating Officer.

B. Safeguarding Confidential Information

Care must be taken to safeguard confidential information. Accordingly, the following measures should be adhered to:

• Terra's employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential information. For example, when not in use, confidential information should be discreetly stored. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, etc.) should be conducted so as to prevent overhearing or other access by unauthorized persons.
• Within Terra's offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.
• Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as a Terra employee.
• Any consultants or experts who are used to facilitate review of business transactions or assist the organization in its business activities should be subject to a confidentiality agreement before any exchange of information takes place. Furthermore, employees should limit the disclosure of information to these entities to only that which is within the scope of the confidentiality agreement and only to the extent needed to complete their particular task

Dealings with Certain Countries

A. Prohibited Dealings with Certain Countries

Sanctions imposed by the United States may restrict or prohibit business or personal dealings with certain countries and with companies or individuals from those countries. Please contact the Chief Operating Officer with any questions regarding the foregoing.

B. Anti-boycott Laws

Corporations are prohibited by federal law from entering into agreements with foreign governments to refrain from doing business with certain countries. You should report any requests to participate in the boycott activities involving any foreign country or entity to your supervisor or manager or the Chief Ethics Officer.

C. Export Controls

Certain U.S. origin technology and articles are controlled under U.S. law and may not be exported or re-exported without prior approval. Please contact the Chief Ethics Officer with any questions regarding the foregoing.

Reporting Violations

Every individual must comply with all applicable federal, state, and local laws and regulations. In addition, individuals must comply with the standards of ethical conduct set forth in this Code.

It is the duty of every individual to report any suspected violation, potential violation, or actual violation of the Code or any improper, unethical, or illegal behavior to their supervisor, to the HR Department, to Terra's Chief Ethics Officer, or through the Ethics and Compliance Hotline. Terra will consider it a breach of this Code if an employee knows of a violation or potential violation and does not report it. Any supervisor who receives such a report should immediately notify senior management. All reports are treated confidentially to the maximum extent consistent with the enforcement of the Code. When Terra investigates such reports, every employee has an obligation to cooperate with the investigation consistent with each employee’s rights under the law.

Terra prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. No adverse action or retribution of any kind will be taken against an employee because he or she makes such a report. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

Management employees have a special obligation to monitor and enforce the standards contained in these guidelines. Each manager is responsible for taking timely action to ensure compliance with this Code.

Violations of the Code of Conduct

An employee who violates any part of this Code or the law may be subject to disciplinary action in the form of oral reprimand, written reprimand, suspension and/or termination. Note that the previous list is not all-inclusive, as the nature and seriousness of the violation may warrant other disciplinary action. Disciplinary actions may include appropriate disclosure to the government, which may also take action. Terra reserves the right to take whatever disciplinary action it deems appropriate.

Commitment to Enforcement

In part, the business and ethics code of conduct outlines ways to behave that maintain the highest standards of integrity, honesty and fairness. This encouraging behavior is not intended to be discretionary, but is expected of all individuals employed by or associated with Terra Universal. To that extent, Terra is committed to the enforcement of its code of conduct as self-regulation is vital to engender an environment based on trust and respect.

Cooperation with Authorities

It is Terra’s policy to cooperate with any reasonable and lawful request by federal, state, and municipal government investigators seeking information concerning Terra operations for law enforcement purposes. In that regard, as a responsible government contractor and subcontractor, Terra also will comply with its obligations to report credible evidence of certain categories of misconduct to the federal government, the so-called “Mandatory Disclosure Rule.” At the same time, Terra and its employees are entitled to the safeguards provided by law, including the representation of counsel. Therefore, if you are contacted by any authority, notify your supervisor immediately.