Company Values

Fairness

Internal
We expect the company as a whole, management in particular, and each employee as an individual, to deal fairly with all other members of the Continuous Computing team at all times.

External
We will never take unfair advantage of our customers or our suppliers.

Integrity

Internal
We support all employees in performing to the best of their abilities and in improving their talents and skills over time. We expect all employees to interact with honesty and forthrightness even in difficult situations.

External
We always strive to meet and exceed customer expectations and to provide value commensurate with the compensation received.

Teamwork

Internal
Continuous Computing maintains a culture of friendliness, fun, and togetherness that crosses all functional or departmental lines. Every person in the company performs a valuable part of helping us deliver the highest quality to our customers.

External
We view our customers and our suppliers as partners in creating value. We avoid adversarial or antagonistic interactions whenever possible.

Code of Business Conduct

Introduction

This Code of Business Conduct and Ethics Policy (the "Code of Business Conduct") has been developed to ensure that the business of Continuous Computing Corporation and its subsidiaries, branch offices and/or representative offices (collectively, the "Company" or "Continuous Computing") is conducted in adherence with high ethical and legal principles and sets standards of professionalism and integrity for all employees and operations worldwide.

This Code of Business Conduct applies to all Continuous Computing employees, contractors, consultants and agents, as well as each member of the Company's Board of Directors (collectively, the "Employees"). Every Employee must be familiar with and understand the provisions of this Code.

For Continuous Computing's commitment to integrity to be fully realized, everyone must comply fully with the standards set forth in this Code of Business Conduct. Accordingly, the Code of Business Conduct will be strictly enforced. Failure to comply with this Code will result in disciplinary action, which may include termination of employment.

Representing the Company; Honest and Ethical Conduct; Compliance with Laws

Every Employee is a representative of Continuous Computing and is expected to uphold the highest standards of ethics, integrity, and fairness to co-workers, vendors, customers, and other outside business associates. The Company expects that employees will conduct all business transactions in a manner that results in achieving the Company's goals while following the beliefs and values outlined in this Code of Business Conduct.

All Employees shall perform their duties in an honest and ethical manner. They shall handle all actual or apparent conflicts of interest between their personal and professional relationships in an ethical manner. It is important to use common sense, good judgment and act in good faith.

Regardless of the Employee's job position or what country the Employee works in, all Employees are expected to comply with all laws, regulations, and contract requirements that are applicable to the Company's business. In situations when legal requirements are ambiguous or difficult to interpret, the Employee should seek clarification from their supervisor or Human Resources. Violation of domestic or foreign laws and regulations may subject an Employee, as well as the Company, to civil and/or criminal penalties. Disregard of either the spirit or the letter of the law cannot and will not be tolerated.

Fair Dealing

The Company seeks to maintain a reputation for honesty and fair dealing among its competitors and the public alike. The Company strives to obtain advantages over its competitors through superior performance of our products and services, not through unethical or illegal business practices. In light of this aim, Employees are expected to deal fairly with the Company's customers, suppliers, other Employees and anyone else with whom the Employee has contact in the course of performing one's job. No Employee should take unfair advantage of anyone through manipulation, concealment, misrepresentations of material facts, or any other unfair business practice. For instance, acquiring proprietary information from others through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present Employees of other companies is prohibited, even if motivated by an intention to advance the Company's interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if Employees have any questions about the legality of proposed information gathering, they must consult their supervisor or Human Resources.

Conflict of Interest

Any situation which lessens Employees impartiality, judgment, effectiveness, or productivity by causing a conflict or a potential conflict between the Employee's personal interest and the Company's interest, should be avoided. A conflict of interest occurs when an Employee uses his or her position to influence a Company decision or to make a personal or business decision that is not in the best interest of the Company, and/or results in a personal gain for that Employee or for a friend or relative of the Employee.

All Employees should avoid situations in which their personal, family or financial interest conflict or even appear to conflict with those of the Company. Employees may not engage in activities that compete with the Company or compromise its interests. No Employee should take for his or her own benefit any opportunity discovered in the course of employment that the Employee has reason to know would benefit the Company.

The Company encourages Employees, in order to avoid even the appearance of a conflict of interest, to raise ethical questions, dilemmas, concerns or suggestions with appropriate individuals within the Company, including supervisors, managers, senior management, or Human Resources. The Company has, since its inception, encouraged such issues to be raised and, based upon prior experience, many, if not most, of these issues can be addressed informally, after appropriate discussion and analysis.

Trade Secrets and Confidential Information

In the course of the Employee's work, the Employee may have access to confidential information, trade secrets, intellectual property or any information not readily available to the public regarding Continuous Computing, its employees, suppliers, customers or partners.

All Continuous Computing employees, consultants and contractors are required to sign a Patent and Confidentiality Agreement at the start of their employment at Continuous Computing. All Directors are bound by fiduciary obligations to the Company. Accordingly, each Employee is responsible for safeguarding all Company confidential information. The Employee must not divulge such information, remove it from Company premises, or use it except for the benefit and on behalf of Continuous Computing. As required, the Employee must obtain a signed confidentiality agreement from any outside party to whom the Employee discloses confidential information, and an authorized officer of the Company must sign such agreement.

Any violation of this policy will not be tolerated and will result in disciplinary action up to and including termination of employment, as well as legal action. The Company encourages that the Employee read and be familiar with the terms of the Patent and Confidentiality Agreement in conjunction with this Code of Business Conduct.

Anti-Kickback, Bribery

Bribes, kickbacks, payoffs or other unusual or improper payments to obtain or keep business are unethical, illegal and strictly forbidden. Employees are not permitted to make or authorize any offer, payment, promise or gift that is intended or appears to improperly influence a business relationship with Continuous Computing. If the Employee receives any such improper offer, payment, promise or gift, the Employee must report it to his or her supervisor or Human Resources.

Gifts & Entertainment

Every Employee has the responsibility to maintain and enhance Continuous Computing's public image and business integrity and to avoid practices that might undermine the objectivity of Continuous Computing's business decisions. The Company is a valuable customer for many suppliers. Entities that want to do business or to continue to do business with the Company must understand that all purchases by the Company will be made exclusively on the basis of price, quality, service and suitability to the Company's needs.

Employees may not solicit any gift from any source including potential or current customers, suppliers or other business associates of Continuous Computing. Employees may not accept gifts of cash or cash equivalent gifts.

This policy is not meant to prevent Employees from accepting the occasional unsolicited gift of nominal or modest benefit that may be offered during the normal course of their employment. Under this exception, employees may accept gifts that:

Are legal,
Are infrequent,
Are of nominal or modest value, and
Do not create a sense of obligation or improper influence.

While it is difficult to define what is "ordinary," "modest" or "improper" by stating a specific dollar amount, Employees are expected to use their good judgment to decide whether a particular gift is acceptable according to these standards. If Employees have a question about any situation or this policy, they must discuss the matter with their supervisor or Human Resources.

The same tests of integrity should be applied to gifts an Employee is considering offering to a customer or any other third party.

Outside Activities or Moonlighting

Outside activities include self-employment, employment by others, consulting, educational pursuits, board memberships, investments, and financial or business transactions. Although these activities are not discouraged and, in fact may be encouraged, Employees should discuss them with their manager prior to engaging in them. Employees outside activities should not conflict with the interests of the Company, nor should such activities negatively affect job performance or infringe upon time required by the Employee to perform his or her job.

There are some outside activities that are prohibited. Employees may not, while employed at Continuous Computing, compete with Continuous Computing, either directly or indirectly, by working for a competitor; accept consulting assignments that could be construed as competitive with Continuous Computing; or perform services generally available through the Company or that give the appearance that the Employee is acting as an agent for the Company when the Employee is not, in fact, acting on behalf of the Company. In addition, Employees may not promote or conduct their own business enterprise at any time during working hours, or on Company premises, or at any time while representing Continuous Computing; use Company resources, phones, computers, etc. to promote or conduct their own business enterprise; or use the Company name as part of any outside promotional campaign or other business endeavor without express knowledge and approval of management.

Employees must avoid any outside financial interests which might influence the Employees decisions or actions as a Company Employee. Such outside interests could include, among other things, (i) a material personal or family interest in an enterprise which has business relations with the Company, either as a customer or a supplier; or (ii) a material investment in another business which competes which the Company.

Full, Fair, Accurate, Timely and Understandable Disclosure

Continuous Computing is committed to ensuring that all disclosures in reports and documents that the Company files with, or submits to, the SEC, as applicable, as well as other public communications made by the Company are full, fair, accurate, timely and understandable. The Company's Chief Executive Officer, President, Chief Financial Officer, and other senior financial officers are ultimately responsible for taking all necessary steps to ensure that this occurs. All Employees shall take appropriate steps within their area of responsibility to ensure the same, including that no Employee should knowingly make any false or, in light of the circumstances under which a statement is made, misleading statement in any of the Company's reports filed with the SEC or other public communication made by the Company, or knowingly omit any information necessary to make the disclosure in of the Company's reports or public communication accurate in all material respects.

Publication of the Code

Continuous Computing's Code of Business Conduct and Ethics Policy will be posted and maintained on the Company's intranet and available in hard-copy with Human Resources.

Interpretation, Compliance and Reporting

If any Employee has questions about the meaning of the Code of Business Conduct and Ethics Policy or about applying it to particular situations, the Employee should contact his or her supervisor, who in turn will work with Human Resources, to get an answer. If the Employee does not receive a clear explanation, believe he or she may not receive a fair or adequate review of the issue from his or her supervisor, or simply prefer to speak to someone other than their supervisor, the Employee is to contact a member of Human Resources.

If Employees believe or suspect in good faith that someone has engaged in unethical or illegal conduct as identified in this Code of Business Conduct, any such Employee is required to report it to the Company. Failure to promptly report such conduct may result in disciplinary action and could allow wrongdoing to continue, subjecting the Company and its Employees to greater harm.

Employee contact with the Company will be kept strictly confidential to the extent reasonably possible within the objectives of this Code of Business Conduct. Any retaliation against an Employee, who, in good faith, reports a violation or suspected violation this Code of Business Conduct, is strictly forbidden. Any Employee who attempts to or encourages others to retaliate against an Employee who has reported a violation will be subject to disciplinary action.