Dalrada Financial
Home Products and Services Markets Quotes Investors About Us Downloads Contact
Dalrada Financial
   
  Governance Guidelines  
  Business Conduct  
  Board of Directors  
  Bylaws  
  Executive Team  
  Newsroom  
 
Investors
Standards of Business Conduct
  Dalrada Financial Corporation
Standards of Business Conduct

The Dalrada Financial Corporation Standards of Business Conduct embody the fundamental principles that govern our ethical and legal obligations to Dalrada. They pertain not only to our conduct within the company but also to conduct involving our customers, partners, employees, suppliers, and competitors.

Compliance

Dalrada conducts its business with uncompromising integrity. Every member of our Company -- directors, executives, managers, employees and business partners - has a duty to comply with all applicable law and adhere to the highest standards of business ethics.

These Standards of Business Conduct set forth fundamental principles of law and ethics governing the way that Dalrada does business. These Standards are not the exclusive source of guidance and information on Dalrada's expectations, but they serve as the basis for other Dalrada policies and guidelines.

  • Employees. Dalrada employees at every level must comply with these Standards, and associated policies and guidelines. Failure to do so is considered misconduct and may lead to termination of employment. In particular, all executive officers and senior financial officers, their staffs, and all managers and other employees contributing to Dalrada's financial record-keeping must comply strictly with Dalrada finance and accounting standards, policies and guidelines.
  • Board of Directors. Members of the Dalrada board of directors are subject to these Standards as well as additional guidance relating to their special responsibilities.
  • Suppliers & Partners. Dalrada requires its suppliers, including consultants and contractors, and partners to conduct their businesses in a legal and ethical manner.

Personal Responsibility

The Standards of Business Conduct do not, by themselves, ensure ethical conduct. Every member of the Dalrada community has a personal responsibility to embody and model ethical behavior. Dalrada executives and other managers are responsible to lead by example and to ensure that all team members learn and have the opportunity to discuss the practical application of these Standards. Managers are expected to review these Standards with their teams on at least an annual basis. Everyone has a duty to be vigilant for circumstances that may indicate illegal or unethical behavior, and to act appropriately in a timely manner to prevent improper conduct. Any waivers of these Standards of Business Conduct for Dalrada executive officers or directors will only be granted by the Dalrada board of directors in exceptional circumstances and will be disclosed promptly to shareholders.

Reporting Violations

If you observe possible illegal or unethical conduct, you should report it to Dalrada management It is Dalrada's policy that no employee will suffer adverse action for honestly raising an ethical or legal concern. Reporting on an anonymous basis is available via the contact information set forth below.

The following violation reporting mechanisms are available to you:

Email: board-dalrada@dalrada.com
Telephone: 858 277 5300
Mail: Dalrada Financial Corporation, Office of Business Practices
10601-G Tierrasanta Boulevard, Suite 3440, San Diego, CA 92124

 

 
  Conducting Dalrada Business

Dalrada conducts its business fairly, legally and with integrity. While working for the best interests of Dalrada, you have a duty to be ethical and lawful in your dealings with customers, partners, suppliers, other business partners and competitors, as well as your Dalrada colleagues.

Contracting Practices

When Dalrada is selling or buying products and services, or entering into other commitments, Dalrada needs to embody the rights and obligations of each party in appropriate written contracts. This practice builds strong business relationships and ensures accurate company record-keeping. If you have dealings with Dalrada customers, suppliers, business partners, or outside parties, you are required to understand basic principles of business transactions and to abide by Dalrada contracting policies and guidelines.

  • Authorization. You may not commit Dalrada to undertake any performance, payment or other obligation unless you are authorized under the appropriate Dalrada delegation of authority policies.
  • Contracts. Properly written contracts document the use of Dalrada funds and assets; define the rights and obligations of Dalrada and other parties; establish protections against liability; and provide tools for handling disputes. You may not enter into any agreement or engage in any activity that may violate applicable law. You may not use side letters, "off-the-books" arrangements, or other express or implied agreements outside standard Dalrada contracting processes. You may not use letters of intent or memoranda of understanding without prior review by Dalrada Legal.
  • Sham Transactions. You may not enter into any transaction with a customer, supplier, or other business partner that facilitates improper revenue recognition, expense treatment or other accounting improprieties on the part of either Dalrada or the business partner.
Antitrust & Competition

Antitrust and competition laws serve to maintain an environment in which companies compete fairly at all levels. You have a responsibility to Dalrada to ensure that your business activities do not violate applicable antitrust and competition laws.

Business Gifts & Entertainment

From time to time, Dalrada may provide business amenities, or allow employees to accept business amenities, to aid in building legitimate business relationships. Business amenities include any gift, meal, service, entertainment, reimbursement, loan, favor, or anything else of value.

Your decisions on behalf of Dalrada must be free from undue influence. You may not provide or receive business amenities when doing so may create the appearance of undue influence. This restriction applies to amenities given to or received from representatives of current or potential customers, partners, suppliers, and competitors, as well as their families, your family, and others with whom you or they have close personal relationships.

If you are unsure whether you may give or accept a proposed gift, entertainment or other business amenity, you should disclose the situation to your manager.

Anti-Corruption

No one acting on Dalrada's behalf may use bribes, kickbacks or other corrupt practices in conducting Dalrada business. You are required to comply strictly with all ethical standards and applicable law in every jurisdiction in which Dalrada does business.

  • Commissions & Finder Fees. You may make commission or fee arrangements only under written agreements with bona fide commercial distributors, sales representatives, agents or consultants. Any commission or finder fee for assistance in securing orders must be reasonable and consistent with local laws and normal industry practice. You may not enter into any fee arrangements with any entity in which a government official or employee has an interest, or with respect to sales to a government, unless permitted by law and with written approval from Dalrada's General Counsel. You may not pay any commission or compensation to employees or other representatives of customers, channel partners, suppliers, other business partners or competitors. An exception is made for openly announced incentive programs, such as sales contests, approved in writing by an appropriate Dalrada Vice President.

Back to Top

 
  Serving Dalrada Customers

Dalrada wins and maintains customer relationships based on the quality and value of its products and services. Your duty is to deal fairly and truthfully with our customers, and provide the best service that you can.

Advertising Practices

Advertising laws are not uniform, but in general, statements in Dalrada advertising and promotional materials need to be fair, factual, and complete. To support Dalrada's marketing strategy and to comply with applicable law, you need to abide by the policies and guidelines of Dalrada and to consult Dalrada Legal as necessary.

Marketing & Sales Practices

Dalrada marketing and sales practices reflect Dalrada's commitment to honest and fair dealings with its current and potential customers. You may not engage in any misleading or deceptive marketing and sales practices.

  • Deceptive Statements. You may not make false or misleading statements about Dalrada products or services, or those of competitors, in marketing or sales activities.
  • Illegal Bundling. If Dalrada has a strong market position for one product or service, Dalrada may not force a customer to buy another product or service that is bundled with the first.
  • Customer Information. Dalrada has the responsibility to safeguard and use properly, including storage and transmission, personal data that it collects from current and potential customers.

Back to Top

 
  Relating to Dalrada Competitors

Dalrada succeeds by competing vigorously and fairly in the marketplace in full compliance with applicable antitrust, competition and other laws. Your interactions with Dalrada competitors must be fair and respect the law.

Dealings with Competitors

There are many occasions to interact with competitors. Antitrust and competition laws generally prohibit agreements between competitors that would eliminate or restrict their competition with each other. You are responsible for avoiding contacts with competitors that may be construed to violate antitrust or competition law principles. If you have any questions about contacts with competitors, contact Dalrada Legal.

  • Prohibited Agreements and Topics of Discussion. You may not make agreements, express or implied, with any Dalrada competitor to set prices, divide territories, or allocate customers for competing products or services. You may not discuss with competitors any non-public or future price information, terms of sale, costs, margins, marketing plans, or similar confidential information.
  • Trade Associations. When representing Dalrada in trade associations, standard setting bodies, consortia and other industry organizations, you need to be aware of the risk that the participating companies may be perceived as using the meetings to reach anti-competitive agreements. You may not participate in groups engaging in activities that violate antitrust and competition laws. If a competitor uses a legitimate forum to discuss subjects that are prohibited, you must refuse to participate, and if the discussion continues, you must leave the meeting immediately and noticeably. Before you join any group involving competitors, or if the charter of a group changes, you need to review the situation with Dalrada Legal.
Competitive Information

Dalrada must have timely and complete information about industry developments in order to stay competitive. You may obtain competitive information only by fair and legal methods.

  • Public Information. You may review any public information, such as published specifications, trade journal articles, and other materials that a competitor has released to other companies without restrictions.
  • Non-public Information. You may not obtain non-public information by illegal activities involving industrial espionage or by asking a competitor's employees or contractors, or former employees or contractors, to violate their obligations regarding the competitor's confidential data. You may not examine information about competitive proposals or products that was submitted to customers, suppliers, other business partners or anyone else with the understanding they would treat it as confidential. Contact Dalrada Legal if you have any question about Dalrada's right to use any particular information.
  • Improper Tactics. You may not misrepresent who you are or for whom you work when you ask for competitive information. You may not use or engage consultants, agents, friends or others to undertake activities to obtain competitive information that would be unacceptable if pursued by you.
Competitive Practices

Dalrada competes aggressively in the marketplace, but not in violation of the law or at the expense of its reputation for fair dealing. You are responsible for conducting Dalrada business in a professional, ethical and legal manner.

  • Commenting on the Competition. Dalrada competes based on the quality and value of its products and services, not by disparaging the competition. Your statements about competitors need to be fair, factual and complete. While forceful marketing messages may be appropriate, you may not make false, misleading, unfair or unprofessional comments about competitors or others outside Dalrada, even in messages, presentations and other materials intended for internal use at Dalrada.
  • Interference with Contracts. Once a customer has placed a firm order with a competitor, you may not engage in activities to interfere with the performance of that contract.

    Back to Top

 
  Dealing with Dalrada Suppliers

Dalrada suppliers are of great strategic importance. When buying products and services, you have a duty to deal with suppliers fairly and in compliance with applicable law and Dalrada policies. Suppliers include indirect goods and service providers, consultants, contractors, and anyone else who provides a product or service to Dalrada.

Choosing Suppliers

Dalrada selects suppliers based on the merits of their products, services, and business practices. You are required to follow Dalrada policies in choosing suppliers on a basis that serves Dalrada's interests and protects Dalrada's reputation.

  • Selection. Dalrada purchasing decisions should reflect your best judgment about a supplier's technology, quality, responsiveness, delivery capabilities, cost, environmental performance, and financial stability. You may not establish a business relationship with any supplier if its business practices violate local laws or basic international principles relating to labor standards or environmental protection.
  • Conflicts of Interest. In selecting suppliers, you need to avoid any appearance of impropriety that might result because of business gifts or entertainment from a supplier, or even strong personal relationships between the representatives of a supplier and representatives of Dalrada.
  • Small and Minority Businesses. In the U.S., you should include qualified small, minority-owned and women-owned suppliers in the supplier selection process. You should follow similar policies where appropriate in other countries.
Supplier Prices

When purchasing products or services from suppliers, Dalrada must negotiate aggressively but fairly to obtain the best pricing. You are responsible for working in the best interest of Dalrada and in compliance with Dalrada policies and applicable law.

  • Negotiating Prices. You are free to ask suppliers for their best prices for materials and services that Dalrada uses, even if those prices are more favorable than prices available to Dalrada's competitors. In contrast, when you buy a product that Dalrada resells without substantial added value, U.S. law may prohibit receiving a discriminatory price. Consult Dalrada Legal with respect to these issues.
  • Handling Pricing Information. While Dalrada may have no legal obligation to protect price information unless required by contractual terms, negotiated price information is usually competitively significant and needs to be handled as Dalrada sensitive information. In general, you should not disclose the non-public prices of one supplier to another, or to anyone else within or outside of Dalrada who does not have a legitimate business reason to know. If disclosure of negotiated pricing information or other terms is required for Dalrada contract manufacturers or service providers, you need to abide by Dalrada policies on handling Dalrada sensitive information.
Dalrada as Customer Reference

The Dalrada brand is a valuable asset that other companies may want to exploit. You have the responsibility to help protect the Dalrada brand from unauthorized and inappropriate use.

  • Promotional Materials. You may not permit any supplier or other party to use the Dalrada name, logo or other branding in its advertising, promotional materials, customer references or the like without written approval from your Vice President.
  • Securities Offering Documents. You may not permit any supplier to mention Dalrada as a customer or disclose the terms of any contract with Dalrada in an offering document such as a prospectus or a securities registration statement without prior approval from Dalrada Legal Corporate Section.

Back to Top

 
  Avoiding Conflicts of Interest

You have a duty of loyalty to Dalrada. You must avoid situations where your loyalties may be divided between Dalrada's interests and your own. Dalrada expects you to avoid even the appearance of a conflict of interest.

You can avoid most conflicts of interest by following the specific rules described in these Standards. However, these rules do not cover all potential situations where your loyalty may be, or may appear to be, divided. You are responsible for using your best judgment to evaluate objectively your activities that may result in a conflict of interest, and for bringing any doubtful situation to the attention of your managers so they can provide appropriate guidance.

Outside Employment & Other Activities

Dalrada policy does not prohibit all outside employment, but your duty to Dalrada is to ensure that outside employment and other activities do not negatively impact your work at Dalrada, cause you to misuse Dalrada information or assets, or result in consequences unfair to Dalrada. You may not engage in any outside employment or activities that may improperly influence, or appear to improperly influence, your judgment, decisions or actions with respect to your role at Dalrada. To assess whether a potential conflict of interest may exist, you need to consider the activities in which you may be engaging, regardless of whether you may be called an "employee," "consultant," "contractor," "owner," "investor" or "volunteer."

  • Competitors. You may not work for a competitor of any Dalrada business group or operation.
  • Partners, Suppliers and Others. You may not work for a Dalrada partner, supplier, OEM, or other associated business without written approval from your Vice President.
  • Customers. Unless you have written approval from your Vice President, you may not work for an Dalrada customer (a) in the purchase, support or disposition of Dalrada products or services, or (b) if your Dalrada group has business dealings, or you have business dealings on behalf of Dalrada, with that customer. Any other work for a customer requires written approval from your manager.
  • Advisory Boards. You may not serve on an advisory board of a competitor of any Dalrada business group or operation. You may not serve on an advisory board of any Dalrada customer, supplier, or other business partner without written approval from your Vice President.
  • Your Outside Activity. Whether working for yourself or for others, you may not sell Dalrada products or services, or products or services similar to Dalrada's, including consulting and support services for Dalrada. You may not provide consulting, promotion, support or other services for the products or services of a Dalrada competitor.
  • Your Dalrada Employment Status. You may not provide services to Dalrada except in your role as an Dalrada employee. For example, you may not be an independent consultant to Dalrada if you are already an Dalrada employee.
  • Conflicts with Your Dalrada Job. You may not accept outside employment or engage in other activities if the resulting time demands interfere with your ability to perform your Dalrada job. Outside employment and other activities may not be carried on Dalrada premises or utilize any Dalrada resources, including computing and communication systems.
Volunteer Activities & Charitable Solicitations

Dalrada encourages your personal involvement in charitable, professional and other community organizations. However, you may experience divided loyalties even in volunteer situations. Except as part of an Dalrada-sponsored event or with written approval from your Vice President, your volunteer service must be performed on your own time, at your own risk, away from Dalrada premises, and without the use of any Dalrada resources.

  • Influencing Dalrada Decisions. You may not participate in Dalrada decisions regarding a charity or other organization where you volunteer. You may not advocate the organization's interests within Dalrada without disclosing your connection to it. These limitations apply especially if you volunteer at an organization that may be an Dalrada customer, supplier, or other business partner.
  • Solicitations. You may not solicit donations, directly or through the use of company resources, on Dalrada premises or during working hours, except as part of an Dalrada-sponsored event such as a charity drive sponsored by Dalrada. You may not solicit donations from Dalrada business partners where an appearance of conflict of interest may arise due to your status as an Dalrada employee.
Personal Benefit or Gain from Dalrada Business

Receiving personal benefits from others because of your status as an Dalrada employee may lead to divided loyalties. You may not receive any personal profit or advantage other than your compensation from Dalrada in connection with any transaction involving Dalrada, or your status as an Dalrada employee.

  • Business Gifts & Entertainment. Receiving business gifts or entertainment may result in conflicts of interest. You are required to comply with the rules set forth in this policy document.
  • Business Opportunity. You may not take for yourself, or advise others to take, any potential business opportunity that would otherwise be available to Dalrada.
  • Commissions. You may not receive commissions or any other form of payment from Dalrada business partners in connection with Dalrada business transactions.
  • Business with Your Family or Friends. You must disclose to your manager all situations where you or your Dalrada group may be conducting Dalrada business with members of your family, your friends or others with whom you have a close personal relationship. With written approval from your Vice President, your Dalrada group may do business with your family members or friends, or entities they own or control, but you will be required to remove yourself from Dalrada's decisions relating to such transactions. In no event are you permitted to provide your services to Dalrada outside your role as an Dalrada employee.
Outside Directorships

Participating on the board of directors of other companies or non-profit groups may enhance your business and leadership skills, but may also lead to conflicts of interest. Prior to service on an outside board, you must comply with the request and approval process established by Dalrada. If you are serving as a director of a company or other organization, and you encounter any situation where your role as a director may be in conflict with Dalrada's interests, you must either withdraw from that situation or resign as a director.

  • Dalrada Competitors. You may not be a director of an Dalrada competitor. You may not be a director of a company or organization that supports or promotes a competitor's products or services without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
  • Dalrada Customers and Business Partners. You may not be a director of a Dalrada customer, supplier, or other business partner without written approval from Dalrada Legal and/or the Dalrada Board of Directors, or, in the case of a non-profit customer or business partner, written approval from your Vice President.
  • Dalrada Subsidiaries and Joint Ventures. You may not be a director of a Dalrada subsidiary without written approval from Dalrada Legal and/or the Board of Directors. You may not be a director of a Dalrada joint venture without written approval from Dalrada Legal and/or the Dalrada Board of Directors.
  • Conflicts with Your Dalrada job. You may not accept outside directorships if the resulting time demands interfere with your ability to perform your Dalrada job. You must remove yourself from any Dalrada decision-making with respect to the company or organization on whose board you serve.
Financial Interests in Other Businesses

A personal or family financial interest in an Dalrada customer, supplier, other business partner, or competitor has the potential to cause the appearance of divided loyalty, or to result in personal benefit because of your role at Dalrada. You may not have financial interests in any of these parties that could improperly influence your judgment in your Dalrada role. Financial interests include investment, ownership or creditor interests.

  • Financial Interests. You should not have financial interests in Dalrada customers, suppliers, other business partners, or competitors if (a) you are in position to influence Dalrada decisions relating to them and those decisions could affect your financial interests, and (b) your financial interests represent such a percentage of your or your family's net worth that an actual or apparent conflict of interest exists.
Disclosing Conflicts

Your responsibility is to use your best judgment to evaluate objectively whether outside activity, financial interest or receipt of business gifts and entertainment may lead to divided loyalties. You must promptly disclose in writing to the appropriate manager or committee any situation that could present a conflict of interest with your role at Dalrada. In situations that require management approval, the responsible manager will review the matter and communicate Dalrada's position in writing. The manager may indicate that either (a) Dalrada has no present objection, although the situation is subject to future review if there is any change in circumstances either for you or for Dalrada, or (b) Dalrada will have no objection provided you take specific steps to resolve any potential conflict to Dalrada's satisfaction. You will have a continuing obligation to disclose any change in circumstances that could affect Dalrada's interests. Copies of your disclosure and Dalrada's response will be kept in your personnel file.

Back to Top

 
  Handling Sensitive Information

Dalrada business and technical information is company property and is vital to its business success. You have a duty to safeguard it, keep it confidential as appropriate, and use it only for Dalrada business purposes.

Disclosure of Dalrada information may be made only by those authorized to do so and in compliance with Dalrada policies. Acceptance of sensitive information from others must also be handled with care and in compliance with Dalrada policies. Inappropriate disclosures of Dalrada sensitive information or receipt of non-public information from others can weaken our competitive position and squander our investments in the processes and resources we have developed for conducting our business.

Protecting Sensitive Information

You have a duty to safeguard Dalrada information. Dalrada sensitive information includes a wide range of non-public information including financial and cost data, business plans and strategies, operating reports, pricing information, marketing and sales data, business partner information, trade secrets, personnel records and organization charts.

Using & Disclosing Dalrada Information

You may use Dalrada information only for business purposes, and disclose it - internally or externally - only for a good business reason and with adequate safeguards. Disclosure includes both written and verbal communication, via all channels, including e-mail and the Internet.

  • Confidential Disclosure Agreements. Before sharing any Dalrada sensitive information with an outside party - in writing or orally -- an appropriate Dalrada Agreement, available from Dalrada Legal, should be properly completed and executed. If an outside party wishes to use its form of agreement in place of the standard Dalrada Agreement, you need to first review it with Dalrada Legal.
  • Documenting Disclosure. When disclosing Dalrada sensitive information, you should maintain a complete file, including a copy of the confidential disclosure agreement and a record of what was disclosed, to whom it was disclosed, and how it was disclosed, with evidence that Dalrada properly confirmed to the other party the confidential nature of the information at the time of disclosure.
Receiving Sensitive Information

Although Dalrada sometimes has a business need to receive sensitive information from a company or individual outside Dalrada, you should be cautious when anyone wishes to share information based on an expectation that Dalrada will hold it in confidence. Casual acceptance of confidential information creates a risk that Dalrada will be accused of misusing it. It is particularly risky to accept sensitive information from potential competitors, because whatever we receive may overlap ideas we develop on our own and wish to use without restrictions in Dalrada's activities.

  • Information of Others. You should accept written or verbal information that may be sensitive only (a) when Dalrada has made a management decision that accepting it is necessary, and (b) after a written agreement is in place to identify the information and define and limit Dalrada's obligations in dealing with it. The agreement should be either Dalrada's Agreement or another written agreement that has been reviewed by Dalrada Legal. You should handle the information in accordance with the agreement, and use it only for the purposes permitted by the agreement.
  • Documenting Receipt. When receiving confidential information from another party, you should maintain a complete file, including a copy of the confidential disclosure agreement and a record of what was received, from whom it was received, and what performance obligations Dalrada has with respect to keeping the information confidential.
  • Unsolicited Suggestions. Dalrada does not accept unsolicited suggestions that the submitter may consider confidential, such as unsolicited ideas for future products and/or services. This policy is intended to prevent Dalrada's own business activities from becoming encumbered by unintended obligations to outsiders. Any recipient of an unsolicited suggestion should promptly contact Dalrada Legal.
Communicating with the Public

Your duty is to maintain as confidential all non-public information of Dalrada, and to refer all requests for news and information to the appropriate designated spokesperson. Only designated Dalrada representatives are authorized to make public any news and information about Dalrada that may be significant to the financial markets.

  • Financial News. News that can be expected to influence investors or have an impact on the market for Dalrada stock, including forward-looking information such as projections of orders, revenue or earnings, may be released only through designated representatives in Dalrada Corporate Communications following Dalrada's guidelines and U.S. securities laws, and after review by Dalrada Legal.
  • Quiet Periods. No one may comment about Dalrada's financial performance or factors relating to financial performance during the "quiet period" from the date in the third month of each fiscal quarter when Dalrada's fiscal quarter-to-date consolidated earnings become available internally until the public announcement of financial results for that quarter.
  • Press Releases. Press releases are to be made only through designated representatives in Dalrada, in compliance with Dalrada policies and with review by Dalrada Legal prior to release.
  • Interviews and Comments. You may not grant interviews or provide comments to the press without prior approval from Dalrada executive management. Unless you receive other guidance, you are expected to decline the opportunity to respond to any inquiries for news or information about Dalrada, and refer the request to the appropriate Dalrada spokesperson. You may not create any impression that you are speaking on behalf of Dalrada in any personal communications, such as user forums, chat rooms and bulletin boards.
  • Completeness and Accuracy of Statements. All statements made to the public on Dalrada's behalf must be complete and understandable, accurate and truthful, timely and not false or misleading.
Insider Trading

U.S. securities laws prohibit trading in U.S.-listed securities while in possession of material inside information. These laws enforce one aspect of your general duty to not misuse Dalrada information for personal gain. U.S. insider trading laws apply to Dalrada board members and employees at all levels. They apply to people outside the U.S. who trade within the U.S. If you violate insider trading laws, both you and Dalrada may be subject to severe civil and criminal penalties. If you are considering a stock transaction, and you believe you may have material inside information, consult Dalrada Legal.

  • Prohibited Activity. If you have material inside information about Dalrada, you may not legally trade in Dalrada securities, or make recommendations to others about trading Dalrada securities, until a reasonable time (usually 24 hours) after Dalrada discloses the information to the public. Insider trading prohibitions apply to the act of trading, regardless of the size or value of the transaction.
  • Material Information. Information is "material" if, in the total mix of information, it would influence a reasonable person to buy, hold or sell stock. Examples may include data reflecting orders, sales, earnings or profitability, or trends in these figures; impending announcements of major new products; Dalrada acquisitions, equity investments or divestitures; and important developments in projects, alliances or litigation.
  • Inside Information. Information is "inside" or "non-public" if it has not been the subject of an authorized Dalrada press release, another authorized Dalrada communication to the public, or a filing with the U.S. Securities and Exchange Commission. Partial release of material information does not clear insiders to trade if other material information remains undisclosed.
  • Trading Activities. Trading in Dalrada securities includes: buying or selling Dalrada shares in the open market; buying or selling Dalrada options traded on any exchange; selling shares that were purchased under an Dalrada employee stock option; and transferring funds to or from an Dalrada stock fund account in Dalrada's 401(k) plan for the U.S. Trading does not include regular, continuing purchases through Dalrada's employee stock purchase plan or purchases, without sale, of shares through exercise of an Dalrada employee stock option. U.S. insider trading laws also permit a person to effect a transaction in Dalrada securities pursuant to a pre-established Rule 10b5-1 plan, even when that person has material inside information at the time of the transaction.
  • Trading Window. It is relatively safe for Dalrada employees who do not otherwise have access to material inside information to trade in the period that starts 24 hours after Dalrada announces quarterly or annual results and ends at the close of the second month of the fiscal quarter. The trading window will be shorter and further restrictions will apply for those with access to interim data about fiscal quarter-to-date consolidated, regional or segment earnings, including members of the board of directors, executives and their staffs.
  • Other Companies. Insider trading prohibitions apply to the trading in securities of other companies, including customers, suppliers, other business partners, and competitors, if you have material inside information about those companies.
Privacy & Personal Data Protection

Dalrada is committed to protecting the personal information of its customers, suppliers, other business partners, and employees. Personal information includes data related to a person who can be identified or located by that data. In order to create an environment of trust and to comply with applicable local law, you are required to follow Dalrada privacy policies and data protection practices in using online and offline systems, processes, products and services that involve the use, storage or transmission of any personal information.

  • Dalrada Employee Privacy. If you have access to personally identifiable data from any potential, current or previous employment relationship with Dalrada, you are required to understand and comply with Dalrada's privacy guidelines.
Records Management

For business, accounting and legal purposes, Dalrada company records must be professionally drafted and properly managed. You are required both to retain company records according to established retention schedules and to keep files no longer than required.

  • Records Management. In many cases, you need not keep ordinary correspondence and department documents, including most categories of electronic messages, more than one year after the last active date in a record or file.
  • Litigation Documents. You must not alter or destroy any document relating to the lawsuit, legal proceeding or investigation until notified by Dalrada Legal that it has been concluded.
Lawsuits, Legal Proceedings & Investigations

Lawsuits, legal proceedings and investigations concerning Dalrada must be handled promptly and properly in order to protect and defend Dalrada. You are required to contact Dalrada Legal immediately in the event of a threatened lawsuit, legal proceeding or investigation brought by private parties or by any governmental agency.

  • Service of Process. In the U.S., documents that initiate lawsuits or investigations, and subpoenas involving Dalrada, should be sent immediately to Dalrada Legal.
  • Records. Records relevant to a lawsuit, legal proceeding or investigation must not be altered or destroyed, and must be promptly produced and turned over to Dalrada Legal upon request.
  • Attorney-Client Privilege. Under U.S. law, attorney-client privilege applies only to communication in confidence to Dalrada attorneys to obtain legal advice, and communication from Dalrada attorneys applying their advice to Dalrada activities. These communications should not be copied or distributed except under the direction of an Dalrada attorney, and should be given only to the narrowest possible set of Dalrada people who have a need for them.
  • No Discussions. If you are involved on Dalrada's behalf in a lawsuit or other legal dispute, you must avoid discussing it with anyone inside or outside of Dalrada without prior approval of Dalrada Legal. You are required to cooperate fully with Dalrada Legal in the course of the lawsuit, legal proceeding or investigation.

Back to Top

 
  Safeguarding Dalrada Assets

Safeguarding Dalrada assets - both tangible and intangible property - is crucial to Dalrada's business success. You have a duty to use Dalrada assets only for legitimate business purposes and to protect them from loss or unauthorized use. In no event may Dalrada assets be used for unlawful or improper purposes.

Finance & Accounting Practices

The accuracy and integrity of Dalrada's books and records are paramount for Dalrada's business success. Your duty is to ensure that Dalrada maintains its books and records in accordance with generally accepted accounting principles and all regulatory requirements that apply to a U.S. publicly traded company.

  • Accounting Principles. You must comply with generally accepted accounting principles for the U.S. and for every country in which you conduct Dalrada business. You are required to execute all transactions involving Dalrada in accordance with Dalrada policies and procedures.
  • Unrecorded Funds. You may not establish any undisclosed or unrecorded Dalrada fund, asset or liability for any purpose.
  • False Entries. You may not make, or contribute to or facilitate the making of, any false or misleading entries in Dalrada's books or records for any reason.
  • Revenue and Expense Recognition. You may not enter into any transaction or agreement that accelerates, postpones or otherwise manipulates the accurate and timely recording of business revenues or expenses
  • Authorization. You must be authorized under the appropriate Dalrada delegation of authority policy in order to have access to Dalrada funds or assets. You may use Dalrada funds and assets only for legitimate Dalrada business purposes.
  • Payments. You may not make any payment on Dalrada's behalf without adequate supporting documentation, or for any purpose other than as described in the documents.
  • Independent Auditor. Dalrada's outside auditors have the duty to review Dalrada records in a fair and accurate manner. You may not engage, directly or indirectly, any outside auditors of Dalrada to perform any audit, audit-related, tax or other services, including consulting, without written approval from the Dalrada CEO and the Audit Committee of the Dalrada board.
Political Contributions & Activities

Dalrada's public policy agenda includes the election of public officials who understand Dalrada's business interests and support legislation important to Dalrada. Dalrada funds and other assets may be used as political contributions only as allowed by law and in accordance with Dalrada policies set forth by Dalrada.

  • Personal Activities. While you are encouraged to participate in your community and the political process, you may not create the impression that you are speaking or acting for Dalrada. You are encouraged to make personal contributions to political candidates of your choice; however, Dalrada will not reimburse you for personal contributions.
  • Lobbying Activities. In the course of your employment, you may not engage in any activity intended to influence legislation or rulemaking, or engage lobbyists or others to do so, without the express written authorization from the CEO.
Intellectual Property

Dalrada's intellectual property portfolio, including patents, trademarks, copyrights, and trade secrets, is vital to its business success. The intellectual property that you generate while doing your job contributes to Dalrada's strength, and you have a duty to protect these valuable assets from misuse and unauthorized disclosure. Dalrada invests substantial amounts of money in you as an employee, in the development of products, services and business processes, and in the protection of related intellectual property. Just as we expect others to honor our intellectual property rights, we must honor the rights of others.

  • Ownership. Dalrada generally owns the intellectual property that you generate during the period of your employment at Dalrada, or that is created by other parties for Dalrada. You may not privately protect or exploit intellectual property generated during the course of your employment with Dalrada, unless written permission is obtained from Dalrada or otherwise permitted by law.
  • Licensing Agreements. In order to use the intellectual property of another party, or to allow others to use the intellectual property of Dalrada, Dalrada needs to enter into an appropriate written license agreement. For standard product licensing, you are required to contact and work through Dalrada Legal. You may not grant customers, suppliers, other business partners or anyone else any special rights relating to Dalrada intellectual property under non-standard agreements without written approval from your Vice President, and the CEO.
  • Copyrights. You may not duplicate, install or use software in violation of its copyright or applicable license terms, including the software installed on your computer or on network areas under your control. Unless proper permission has been obtained from the copyright owner, you may not copy for any reason any copyrighted materials, including text, artwork, images, photographs, videos, music, web pages and other forms of expression, whether they are in hardcopy or electronic media.
  • Patents and Inventions. Your inventions may be protected by patents, and it is important that you promptly disclose them to Dalrada. You may not publish or disclose any invention or trade secret without written approval from Dalrada Legal.
  • Trademarks. You may not allow any outside party to use Dalrada's name, logo or trademarks except within programs authorized by Dalrada. In order to avoid potential trademark infringement claims against Dalrada, you need to contact Dalrada Legal before using any new name, slogan or mark for any product, program or service.
  • Trade Secrets and Confidentiality. You must not share any Dalrada sensitive information with anyone except in accordance with Dalrada policies and guidelines.
Personal Use of Dalrada Resources

Dalrada provides a wide variety of assets for its employees in conducting company business - including computers, communications systems and other equipment and materials. Although you may occasionally use some of these resources for incidental personal activities, it is your duty to keep this usage to a minimum and to comply with all Dalrada policies and guidelines.

Excessive personal use of Dalrada resources increases Dalrada's costs and expenses, reduces availability of the resources for Dalrada's business needs, and may adversely affect your job performance. The rules below apply to your use of Dalrada resources even outside your working hours and outside Dalrada premises.

  • Computer and Communication Systems. While you may occasionally use Dalrada's telephone and computer systems to send or receive personal messages, to access Internet materials that are not directly business-related, or to create personal documents or files, you are required to keep these activities to a minimum.
  • Prohibited Activity. You may not use any Dalrada resource in violation of the law. You may not allow other people, including your friends and family, to use Dalrada resources for any purpose. You may not use any Dalrada resource to create, transmit, store or display messages, images or materials that are for personal gain, solicitations, chain letters, or are threatening, sexually explicit, harassing or otherwise demeaning to any person or group. Such misuse of Dalrada assets is misconduct, and may lead to immediate termination of employment.
  • Security. You may not use any Dalrada asset for personal activities that may lead to the loss or damage of the asset. You are responsible for safeguarding the integrity of Dalrada systems, including not exposing the system to computing viruses or enabling a breach of Dalrada's security firewall. You are required to comply with the policies set forth by for the appropriate use and security of Dalrada's electronic systems.
  • Inspection. Dalrada may access and inspect all Dalrada resources that you may use for personal activity, including Dalrada computers, servers and systems, telephones, voicemail systems, desks, lockers, cabinets, vehicles and other equipment belonging to Dalrada. You should not have any expectation of personal privacy in any messages or records created or transmitted via Dalrada systems, including electronic documents, e-mail and voice mail, regardless of whether you have personal passwords or filing systems. For reasons related to safety, supervision, security and other concerns, Dalrada may inspect persons and property on Dalrada premises at any time and without notice, subject to applicable local laws.

Back to Top

 
  Respecting Dalrad's Colleagues & the Community

Dalrada is committed to creating and maintaining a diverse and inclusive work environment based on respect for the individual, and to being a good corporate citizen in every community in which we do business. You have a duty to Dalrada to abide by the policies and guidelines that foster these company objectives.

Employee Relations

Dalrada's core values include trust and respect for individuals. Dalrada believes that diversity and inclusion are key drivers of creativity, innovation and invention. You have a duty to embody and promote these values in your daily activities. You must comply with all laws and Dalrada policies relating to the treatment of all workers.

  • No Discrimination or Harassment. Dalrada is committed to maintain a work environment free from discrimination and harassment. You are required to treat everyone with whom you interact -- including customers, employees, other workers at Dalrada, suppliers, business partners, visitors and shareholders -- with dignity, respect and courtesy. Any comments or conduct relating to a person's gender, color, race, ancestry, religion, national origin, age, physical or mental disability, sexual orientation, gender identity/expression or covered veteran status that fail to respect the dignity and feeling of the individual are unacceptable.
  • Misconduct. In general, misconduct is illegal or harmful activity that involves or affects Dalrada and its employees. Misconduct includes, among other things, violation of the provisions of these Standards of Business Conduct, theft, records falsification, involvement with unlawful drugs, unauthorized use of alcohol, violence, threats, harassment, possession of weapons, and insubordination. If you engage in misconduct, you are subject to immediate termination of employment.
  • Safety, Security & Data Protection. You are required to comply with all applicable law and Dalrada policies to promote an injury-free and secure workplace.
Citizenship

One of Dalrada's key corporate objectives is good citizenship. Dalrada has a responsibility to operate as a good corporate citizen and to make a positive contribution to the customers, communities, and shareholders that we serve. At a minimum, "citizenship" is a commitment made by a company striving to do business in a manner that upholds local, national, and international standards and values everywhere it invests and operates, in areas including the environment, ethics, and labor practices.

Citizenship impacts every business group within Dalrada. Your individual responsibility in dealing with your internal and external relationships is to conduct yourself in a manner that is consistent with Dalrada's corporate objective for citizenship.

The information contained herein is subject to change without notice.

Back to Top