1. Introduction & Purpose

This Employee Code of Conduct (the "Code") establishes the ethical principles and standards of conduct that all Nexly Corporation ("Nexly" or the "Company") employees, officers, and directors (collectively, "Employees") are expected to uphold in the performance of their duties and in all interactions related to the Company's business. Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly is committed to conducting its business with integrity, honesty, and in compliance with all applicable laws and regulations. This Code is designed to:

• Promote Ethical Behavior: Establish clear expectations for ethical conduct and behavior.
• Ensure Legal and Regulatory Compliance: Ensure compliance with all applicable laws, regulations, and industry standards.
• Protect Company Reputation: Protect Nexly's reputation and maintain public trust.
• Foster a Respectful Workplace: Create a workplace where all employees are treated with respect and dignity.
• Guide Decision-Making: Provide guidance to Employees on how to make ethical decisions.
• Provide Accountability: Establish consequences for violations of this Code.

This Code applies to all Employees, regardless of their position, location, or employment status. This Code is to be read in conjunction with all other Company policies, including, but not limited to, the Anti-Discrimination & Equal Opportunity Policy, the Information Security Policy, the Data Privacy Policy, the Ethical Sourcing Policy, the Whistleblower & Ethics Reporting Policy, the Mobile Device & BYOD Policy, and the IT Acceptable Use Policy.

2. Core Principles

The following core principles form the foundation of this Code:

• 2.1. Integrity: Act with honesty, truthfulness, and ethical behavior in all business dealings. Be truthful in all communications and reports.
• 2.2. Respect: Treat all individuals with respect, dignity, and fairness, regardless of their background, beliefs, or opinions.
• 2.3. Compliance: Comply with all applicable laws, regulations, and Company policies.
• 2.4. Accountability: Be responsible for your actions and decisions.
• 2.5. Transparency: Be open and transparent in all business dealings.
• 2.6. Loyalty: Act in the best interests of the Company.
• 2.7. Confidentiality: Protect confidential information and trade secrets.

3. Areas of Conduct

The following provides specific guidance on ethical conduct in key areas:

• 3.1. Conflicts of Interest:
  • Prohibition: Avoid any situation that could create a conflict of interest between your personal interests and the interests of the Company. A conflict of interest exists when an individual's personal interests, or the interests of a related person or entity, could potentially influence their decisions or actions at work.
  • Disclosure: Disclose any potential or actual conflicts of interest to your supervisor or to the Legal Department.
  • Examples:
    • Outside Employment: Engaging in outside employment that could compete with Nexly or conflict with your job duties.
    • Financial Interests: Having a financial interest in a company that does business with Nexly or that competes with Nexly.
    • Self-Dealing: Using your position to benefit yourself, your family, or friends.
• 3.2. Confidentiality:
  • Protection of Information: Protect the confidentiality of all Company information, including trade secrets, customer data, financial information, and internal communications. Follow the Confidentiality & Non-Disclosure Policy. [Link to Confidentiality Policy].
  • Non-Disclosure: Do not disclose confidential information to anyone who is not authorized to receive it.
  • Secure Handling: Handle confidential information securely, including protecting it from unauthorized access, use, disclosure, or loss. Follow the Information Classification & Handling Policy [Link to Information Classification and Handling Policy].
  • Proper Disposal: Dispose of confidential information securely.
• 3.3. Company Assets:
  • Responsible Use: Use Company assets, including equipment, software, and intellectual property, responsibly and for legitimate business purposes only.
  • Prohibition of Misuse: Do not misuse, steal, or damage Company assets.
  • Protection: Protect Company property from theft, damage, and misuse.
• 3.4. Fair Competition:
  • Compliance: Comply with all applicable antitrust and competition laws.
  • Avoidance of Anti-Competitive Practices: Do not engage in any anti-competitive practices, such as price fixing, bid rigging, or market allocation.
  • Confidentiality: Keep and respect competitor's data.
• 3.5. Gifts and Hospitality:
  • Restrictions: Do not give or receive gifts or hospitality that could create a conflict of interest, influence a business decision, or compromise your objectivity.
  • Acceptance Guidelines: Accept only gifts and hospitality that are of nominal value and that are offered or received in accordance with applicable laws and regulations. Any gifts should be disclosed to the appropriate manager.
  • Transparency: Be transparent in all gifts.
• 3.6. Conflicts of Interest: Follow the policies in the company to avoid a conflict of interest.
• 3.7. Insider Trading: Do not use inside information.

4. Workplace Conduct

Nexly Corporation is committed to providing a respectful and inclusive workplace.

• 4.1. Respectful Workplace:
  • Professionalism: Treat all colleagues with respect, courtesy, and professionalism.
  • Prohibition of Harassment: Do not engage in any form of harassment, discrimination, or bullying. See the Anti-Discrimination & Equal Opportunity Policy. [Link to Anti-Discrimination Policy].
  • Inclusive Environment: Foster an inclusive environment where all employees feel valued, respected, and have the opportunity to contribute.
• 4.2. Alcohol and Substance Abuse:
  • Workplace Conduct: Do not use or be under the influence of alcohol or illegal drugs in the workplace or while conducting Company business.
  • Drug and Alcohol Testing: Comply with any drug and alcohol testing policy.
• 4.3. Workplace Safety:
  • Safety First: Prioritize safety in all work-related activities.
  • Following Policies: Follow the Company's safety policies and procedures. See the Employee Health & Safety Policy [Link to Health and Safety Policy].
• 4.4. Professionalism in Communications:
  • Professional: Nexly employees must always maintain a professional tone.
  • Appropriate Use: Avoid sending emails or other electronic messages.
  • Adhere to the Social Media Policy: Comply with the Social Media and Online Communication Policy [Link to Social Media Policy].

5. Reporting Violations

Nexly Corporation encourages employees to report any suspected violations of this Code.

• 5.1. Reporting Obligation: All Employees are required to report any suspected violations of this Code.
• 5.2. Reporting Channels: Reports can be made through the following channels:
  • Your Supervisor: Reporting the concern to your immediate supervisor or manager. This is often the first and most direct avenue, unless the manager is involved in the suspected misconduct.
  • Human Resources Department: Contacting the Human Resources Department (Contact Information: [Specify Contact Information, e.g., hr@nexlycorp.com or 555-1212]).
  • Ethics Hotline: Using the Company's Ethics Hotline, which is operated by an independent third-party. The Ethics Hotline can be accessed by:
    • Phone: Calling [Specify Hotline Phone Number].
    • Website: Visiting [Specify Hotline Website Address].
  • Legal Counsel: Contacting the Company’s Legal Counsel.
• 5.3. Good Faith Reporting: Reporting Parties are encouraged to report concerns in good faith, meaning they have a reasonable belief that the information they are providing is true. Nexly will not tolerate false or malicious reports.
• 5.4. Confidentiality and Non-Retaliation: Nexly will make every effort to maintain the confidentiality of reports. Nexly strictly prohibits retaliation against any employee who reports suspected wrongdoing in good faith. See the Whistleblower & Ethics Reporting Policy [Link to Whistleblower Policy].

6. Enforcement & Consequences of Non-Compliance

Nexly Corporation will take appropriate action to address any violations of this Code.

• 6.1. Investigation: Any alleged violations of this Code will be investigated promptly and thoroughly.
• 6.2. Disciplinary Action: Any employee found to have violated this Code may be subject to disciplinary action, up to and including termination of employment.
• 6.3. Legal Action: Nexly Corporation reserves the right to pursue all available legal remedies against any party who violates this Code.

7. Policy Review & Amendments

This Employee Code of Conduct will be reviewed and updated regularly to ensure its continued effectiveness.

• Review Frequency: This Code will be reviewed at least [Specify Frequency, e.g., annually] or more frequently as needed.
• Review Process: The review process will involve:
  • Input from Stakeholders: Seeking input from relevant stakeholders.
  • Legal and Regulatory Review: Ensuring compliance with all applicable laws and regulations.
  • Best Practices: Adhering to the best standards.
• Policy Amendments and Communication: Any amendments to this Code will be approved by [Specify Approving Authority, e.g., the Board of Directors or the Executive Leadership Team] and communicated to all Employees through [Specify Communication Channels, e.g., company-wide email, intranet posting, training sessions].
• Policy Ownership: The Legal Department and the Human Resources Department are jointly responsible for maintaining and updating this Code.

**Acknowledgement:** By accepting employment with Nexly Corporation, all Employees are deemed to acknowledge that they have read, understood, and agree to abide by the terms and conditions outlined in this Employee Code of Conduct.