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PBSI Standards and Ethics

U.S. laws, rules, and regulations place an emphasis on appropriate business ethics, integrity, and corporate-governance. PBSI’s philosophy is to sustain the highest possible business ethics in the pursuit and performance of the Company’s business.

This document contains PBSI’s Standards of Ethics and Business Conduct and the basis of our ethical principles and practices for all of our business—government and commercial. It applies to every PBSI employee, consultant or Independent Contractor.

Responsibility/Accountability

These Standards of Ethics and Business Conduct (the “Standards”) apply to all officers, employees, consultants and Independent Contractors of PBSI .

We are all responsible for upholding our own reputation and that of PBSI. You are responsible for ensuring that your own conduct, as well as the conduct of those who report to you and whom you observe, is honest and ethical at all times and complies not only with the law but also with our policies and these Standards. Violations of any of these Standards or PBSI policies will be the basis for disciplinary action, including but not limited to termination.

It is your personal responsibility to read, understand, and comply with these Standards and to diligently comply with our other corporate policies and procedures. If you have any questions regarding specific policies, discuss them promptly with your immediate manager or higher-level manager. You will be required to certify to your understanding of these Standards on an annual basis.

The Company’s Obligation to Report Violations under the Federal Acquisition Regulation’s Mandatory Disclosure Rules

Federal contracting requirements require, among other things, government contractors and subcontractors to monitor, identify, investigate and disclose, when detected, certain kinds of improper conduct relating to contract award, performance and closeout (“Mandatory Disclosure”). Specifically, the rules require PBSI to provide written notice to the applicable agency’s Inspector General with a copy to the relevant contracting officer if we have “credible evidence” of a violation of criminal laws relating to fraud, bribery, gratuities and conflicts of interest. In addition, “credible evidence” of a violation of the Civil False Claims Act relating to presentation of a false or fraudulent claim for payment and any significant contract overpayments also must be reported to the government under the Mandatory Disclosure rules.

It is a policy for all PBSI employees to conduct business with honesty and integrity, in compliance with applicable federal, state, and local laws and regulations. You are required to embrace PBSI’s commitment to ethical business practices and fully support PBSI’s compliance program.

How to Report Violations

We are committed to maintaining a workplace in which we all feel valued and fairly treated, and where all actions are in accordance with law, PBSI policies, and these Standards. We provide many avenues through which employees can make complaints and/or bring attention to problems in the workplace. It is the responsibility of any employee or consultant having knowledge of any activity that is or may be in violation of these Standards, any law, rule, or regulation applicable to PBSI’s business, or any Affirmative Action Policy to promptly disclose such activity.

For this purpose, PBSI has established the following potential contacts for reporting violations:

Immediate Manager

CEO

PBSI Hotline 1-866-965-9222 Ext. 999 – This hotline is intended for reports of any kind of inappropriate conduct.

Any complaint or report received will be taken seriously and handled as confidentially as possible consistent with investigating and resolving the matter. In conducting an investigation, PBSI will make findings and take appropriate action to address any improper conduct. Please help us maintain a workplace we all can be proud of by reporting such incidents.

Non-Retaliation

PBSI is committed to providing a workplace conducive to open discussion of its business practices. It is PBSI policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation in response to their lawfully reporting information alleging inappropriate conduct in the workplace.

However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information will not be protected by the policy statement above and may be subject to disciplinary action, including termination.

Investigation of Misconduct

PBSI may use any lawful method of investigation which it deems necessary to determine whether any person has engaged in conduct which in its view is inappropriate or interferes with or adversely affects its business. Every employee and consultant is expected to cooperate fully with any investigation of any violation of law, PBSI’s policies, or these Standards.

PBSI Workplace Environment

PBSI  is committed to identifying capable people to fill our workforce and providing them with opportunities to prosper without regard to their race, color, creed, religion, gender, age, national origin, citizenship status, sexual orientation, physical or mental disability, marital, or veteran status, or any other protected status.

Our policy is to provide a work environment free from all forms of discrimination and harassment, including sexual harassment. It is against PBSI policy for any employee or consultant, male or female, to sexually harass another employee by (a) making unwelcome sexual advances, requests for sexual favors, or engaging in other verbal or physical conduct of a sexual nature, or (b) making submission to or rejection of such conduct the basis for employment decisions, or (c) creating an intimidating, hostile, or offensive working environment by such conduct. It is also against PBSI policy to engage in behavior that constitutes harassment of any kind, whether such activity would be considered to be sexual harassment or otherwise.

PBSI ‘s Discrimination and Harassment Policy can be found in the Employee and Staff Manual Section 2150 – Section 2159

Our policy is also to provide PBSI employees with a working environment free of the problems associated with the use and abuse of controlled substances or alcohol. The use of any controlled substance or alcohol is inconsistent with the behavior expected of our employees. Thus, PBSI  has implemented a “Drug-Free Workplace” policy which can be found in the Employee and Staff Manual Section 2670.

Timekeeping Policy

High ethical standards are demanded of every employee to ensure that PBSI timekeeping procedures are followed to the letter. You have a responsibility to accurately record your time on a daily basis, in accordance with PBSI official timekeeping policy and procedures. Upon being hired, you are trained on PBSI timekeeping policy and procedures which can be found in the Employee and Staff Manual Section 2540 – Timekeeping Records.  Any question or doubt should be discussed with your immediate manager.  Any suspected violation should be reported to a PBSI 24-hour PBSI hotline at 1-866-965-9222 Ext 999

Interference with an Audit

You and persons acting under your supervision must refrain from taking any action that misleads, impedes or otherwise disrupts the work of either the Company’s Internal Audit Department or its independent outside auditors, including any action to fraudulently induce, coerce, manipulate, hinder, or mislead any auditor in any respect.

Reporting Material Developments and Complying with Internal Controls

It is your duty to fully, fairly, accurately, timely and understandably report financial and non-financial information and developments that could possibly have a material effect on the operations or financial condition of PBSI up-line through your chain of command and to the Company’s Chief Financial Officer as soon as it is discovered. In addition, it is your obligation to comply with our internal control policies and procedures and our disclosure controls and procedures. You are expected to report any failure to comply with such controls and procedures as described above or the PBSI Hotline at 1-866-965-9222 Ext. 999 which has been established specifically for employees to report suspected violations of corporate accounting policies, practices, or controls, or auditing policies and practices.

False Information and Employment

Employees shall not intentionally provide false or misleading information, or intentionally omit pertinent information regarding essential background, employment history, educational credentials, or other qualifications for employment. For example, PBSI considers degrees obtained from institutions that are not properly accredited to be fraudulent. Such bogus academic credentials should not be reflected on any employee’s resume or used as the basis to qualify for any position. The use of any such credential will expose the employee to discipline up to and including termination.

Fiduciary Duty of Employees

PBSI ‘s greatest assets are the knowledge, ingenuity, and productivity of its employees. We benefit most from such assets when employees perform their work with the highest degree of loyalty. In recognition of this fact, you have certain fiduciary responsibilities to the Company, including, for example, the duty to place the interest of PBSI and its shareholders above your personal interest in any situation where they might conflict.

In light of the special trust and confidence that PBSI places in its employees, these Standards require that you act with undivided loyalty to PBSI  and fairness in dealings with the Company, its employees, its suppliers, its business partners, and its existing and potential clients. The restrictions placed upon you are not intended to prevent you from competing lawfully and fairly with PBSI following termination of employment (subject to the non-competition restrictions of the PBSI Employee Agreement), or from engaging in subsequent employment in any field of your choice. Instead, they are intended solely to proscribe certain acts (including those listed below by way of example) that would be inconsistent with your legal obligations arising out of your employment relationship with the Company, such as:

o   Permitting the use of your name or resume by another entity in any bid, any response to a request for proposal, or any other similar application for a contract or task order that competes against the Company for new work; or is intended to replace, succeed, supersede, reduce, or diminish PBSI ‘s work under a contract or task order;

o   Taking kickbacks in exchange for entering into contracts;

o   Conducting or planning to begin a new, non-PBSI enterprise while an employee of the Company and carrying out the enterprise or preparations for a new enterprise on Company time;

o   Working on behalf of another entity while a PBSI employee;

o   Using trade secrets or confidential or proprietary information in an unauthorized manner;

o   Soliciting the Company’s customers or employees; and

o   Taking opportunities that are discovered through the use of corporate property, information, or position for your own personal gain.

Conducting International Business

As PBSI expands its international business, it is critical that PBSI employees be mindful of complying with both U.S. laws and the foreign laws governing the place where PBSI is conducting its international business activities, as well as import and export regulations relating to shipment of items and/or information. The broad principles expressed in these Standards apply to PBSI ‘s international business as well as domestic business that require performance abroad. In addition to other areas of potential concern, the following U.S. laws apply and must be strictly observed:

The Foreign Corrupt Practices Act (FCPA) prohibits directly, or through an agent or intermediary giving, offering, or promising of anything of value to foreign government officials to influence them to misuse their authority or exert an unfair business advantage. The FCPA also imposes civil liability on a company which does not keep accurate accounting records or knowingly fails to implement adequate accounting controls. Please contact your cognizant contract professional in PBSI ‘s Contracts Department if you have any questions regarding the payment to a foreign person or entity.

The Anti-Boycott Act (ABA) prohibits companies from participating in non-U.S. boycotts of countries friendly to the U.S. The ABA has particular application to dealing with Arab countries who may participate in a boycott of Israel.

Numerous Export Control laws and regulations apply to the export of materials, equipment, weapons, technology, data, software, information, and services (“items”) to foreign governments, businesses, and individuals. Export controls may also restrict the sale of items to U.S. companies abroad and foreign corporations in the U.S. A sampling of relevant laws include: Foreign Asset Control legislation, the U.S. Department of Defense’s International Traffic in Arms Regulations, and the U.S. Department of Commerce’s Export Administration Regulations. Prior to the transfer of any item outside of the United States or to a foreign company within the United States, consult your Business Group/Staff Function Export Point of Contact and the Legal Division for a full review of the matter in accordance with applicable export laws and requirements.

The restrictions on exports can also apply to what is called a “deemed export.” A deemed export occurs where export controlled data or items are disclosed to foreign national employees who may work for PBSI, a PBSI teammate or client. If you have foreign nationals working on your project or with your customer, please take care to ensure that they are not exposed to restricted data or items.

Use and Protection of Company Assets

You are responsible for the protection and appropriate, efficient use of PBSI assets. PBSI assets include physical assets as well as intellectual property and confidential information. All Company assets are to be used for legitimate business purposes only. Theft, careless, inappropriate or negligent use, or loss, of the Company’s physical assets, as well as unauthorized disclosure or transfer in the case of PBSI’s intellectual property and confidential information, may subject you to disciplinary action up to and including termination. Where appropriate, PBSI may refer information regarding any such action to law enforcement authorities.

Use of Software

Except for software supplied by a client, vendor or teaming partner pursuant to the terms of a contract, you shall use only Company licensed software. You should never accept third-party software without a written license governing its use. You shall use all software only in accordance with the terms of PBSI’s license agreements or other contracts under which the software is supplied. PBSI licensed software may not be copied or provided to any third party unless authorized under PBSI’s license agreement. Before taking any action to transfer PBSI licensed software, you should contact the CIS Department to determine whether your proposed action is permitted. Unauthorized use, copying, transfer or disclosure of software may subject the offender to disciplinary action and as well as civil and criminal penalties under copyright laws.  PBSI has implemented a “Use of Company or Client Resources” policy which can be found in the Employee and Staff Manual Section 2700 – 2749.

Protection of Intellectual Property, Trade Secrets, Confidential Information

It is essential for you to safe-guard of PBSI’s trade secrets and confidential information (including those of its Clients and Teaming Partners) and to refuse any improper access to trade secrets and confidential information of any other company or entity, including our competitors. PBSI’s proprietary information must not be discussed with others within PBSI, except on a strict need-to-know basis. If there is a need to disclose PBSI trade secrets or confidential information to any person outside PBSI, it must be done only in conjunction with a disclosure agreement provided by the Contracts Office.  Always be alert to avoid inadvertent disclosures which may arise in social conversations or in normal business relations and do not receive any such information from other companies or people except pursuant to written agreement. Similarly, PBSI’s property rights in its technology and products must be protected by use of appropriate agreements whenever such technology and/or products are used, transferred or disclosed.

Electronic Communications and Acceptable Use of Computer Resources

PBSI policy regarding electronic communications and acceptable use of computer resources can be found in the Employee and Staff Manual Section 2700 – 2749.

Personal Conflicts of Interest

A “conflict of interest” occurs when a person’s private interest (financial gain, career development, familial interest, reputation advantage, etc.) interferes in any way – or even appears to interfere – with the legitimate business interests of PBSI. It is not practical to attempt to list all possible kinds of conflicts. Nonetheless, employees should be very conscious of the potential for their own interests, or those of their immediate family, to be in conflict with PBSI’s interests, and should take care not to act in a way that prefers those personal interests over PBSI’s interests or our customer’s interest when they do conflict.

In order to avoid potential conflicts of interest, you should avoid any activity outside your Company work that is reasonably likely to put you in a conflict situation. For example, it is important to avoid engaging in activities outside of your PBSI employment for entities that provide products or services that may be competitive with the products or services provided by PBSI. If in doubt whether a situation or certain activity constitutes a conflict of interest, contact your manager.

PBSI’s policies regarding Outside Employment and Employee Affiliations can be found in the Employee and Staff Manual Section 2600.

Accepting Gifts, Gratuities, and Entertainment

Acceptance of gifts and gratuities from actual or would-be clients, suppliers, vendors, competitors or business partners can result in possible conflicts between your duty of loyalty to the Company and your personal interests. In order to ensure that such situations are considered thoughtfully, if you are offered a gift or gratuity with a value exceeding $20, you must report such offer and seek approval to accept it through your up-line chain of command to the Chief Financial Officer .

In no event should you accept a gift where it would be prohibited by law or is known by you to be contrary to law or the corporate business practices of the company employing the person offering the gift.

PBSI’s policy regarding Gifts can be found in the Employee and Staff Manual Section 2613 Gifts and Contributions

Providing Gifts, Gratuities and Entertainment

Due to the nature of PBSI’s business, the giving of gifts, gratuities or entertainment (considered “Business Courtesies”) requires the use of good business judgment by employees and careful monitoring by managers. For commercial, non-government clients, Business Courtesies, including meals, entertainment, gifts, promotional items, services, and favors, may be extended, provided they are reasonable, not extravagant in value or number, infrequent enough not to become expected, and not offered in exchange for favorable consideration or treatment. A business courtesy is simply that—a courtesy—and should not be given if doing so would create even the appearance of an impropriety on PBSI’s part.

PBSI’s policy regarding Gifts can be found in the Manual as noted above.

Dealings with Suppliers, Vendors, Business Partners, and Competitors

Integrity and fair dealing are core components of our business practices. All vendors, suppliers, other business partners, and competitors should be treated fairly and uniformly in accordance with PBSI’s established purchasing policies and procedures. You must not engage in any activity prohibited under anti-trust laws, including boycotting, price-fixing, refusal to deal, price discrimination, or disparate treatment of suppliers. Paying bribes, accepting kickbacks, and obtaining and using third party insider information in dealings with suppliers, vendors and business partners are completely inappropriate and will not be tolerated.

Policies Relating to U.S. Government Contracting

As a government contractor, we have a special obligation to the U.S. Government, and to the general public, to ensure that we administer our contracts and deliver our products and services in a manner that fully satisfies both our legal obligations and our own high standards of integrity and quality.

Contracting with the U.S. Government imposes requirements not traditionally associated with purely commercial business transactions. We are committed to compliance with the letter and spirit of the laws and regulations governing U.S. Government contracting. Summarized below are a number of key requirements affecting U.S. Government contracts. Please contact your immediate manager or the Chief Financial Officer with any questions or concerns you may have regarding the following U.S. Government contracting policies and procedures.

False Claims/False Statements

It is a felony to knowingly make a false claim or false statement to the government. Violations of these and other statutes can subject the Company to damaging publicity, expensive and time-consuming investigations and litigation, reduction of negotiated contract rates, and the revocation of contracts. Both PBSI and individual employees may also be subject to civil and criminal sanctions including fines, debarment or suspension, and prison sentences. Such violations also can expose an employee to discipline up to and including termination of employment.

Although it is not possible to specify here all contract-related dealings with the Government that present the risk of false statements, false claims, or other violations, particular attention is called to the following:

PBSI is required to submit accounting and other records to the government as a basis for payment on existing contracts or as estimates on future work. All data must be accurate and all estimates must be made in good faith. It is our policy to charge all labor and material cost accurately, to the appropriate account, regardless of the status of the budget for that account. Improprieties, such as charging labor or material costs improperly or to the wrong account, charging direct contract effort to an overhead or indirect account, and falsification of time cards or other records will be grounds for disciplinary action including termination.

PBSI is frequently required to submit cost or pricing data to the Government, and to certify that it is current, accurate, and complete. The definition of data that must be disclosed is very broad and includes facts as well as management decisions, estimates (based on verifiable data), and other information that a reasonable person would expect to affect the negotiations. Our policy is full disclosure of complete and accurate cost and pricing data that is current up to the date of agreement on price.

PBSI submits proposals for reimbursement of indirect costs to the Government. A company official may be required to certify his belief that the proposal does not contain expressly unallowable costs such as for advertising, donations, entertainment, fines and penalties, lobbying, defense of fraud proceedings, and goodwill. It is our policy to request reimbursement only for those indirect costs that are reasonable in amount and for which we have a good faith belief that the costs are allowable.

We are often required to certify compliance with quality control specifications and testing requirements for our products or services. Our policy is to deliver goods and services that meet all contract requirements and give the customer the highest degree of confidence in our work. Improprieties, such as the failure to conduct required testing, or manipulation or falsification of test procedures or data, will not be tolerated.

Gifts and Gratuities to U.S. Government Officials

PBSI employees must not offer, give, or promise to offer or give any money, gratuity or other thing of value to any government employee that such employee is prohibited from receiving by applicable law, including transportation, meals at business meetings, tickets to sporting or other events, or the like.

Even if applicable government regulations permit their acceptance, PBSI employees must refrain from offering or giving or reimbursing expenses for any entertainment or offering any gratuity to any government employee who is personally and substantially involved in a procurement or administrative function relating to any contract for the direct or indirect purchase of products or services from the Company.

Federal government employees, as well as those of most state and local governments and many private companies, are subject to strict rules regarding the acceptance of gifts. PBSI must respect these rules. In the government environment, the failure to do so may result in severe legal and financial consequences for both PBSI and the offending employee. In addition, there are significant legal prohibitions associated with providing gratuities in the context of international activities. When in doubt regarding the appropriateness of a gift or extension of business courtesy, consult your immediate manager or the Chief  Financial Officer, and always err on the side of caution.

PBSI’s policy regarding Gifts can be found in the Manual as noted in Section 4 above.

Lobbying Activities

PBSI is prohibited from using federal funds to pay persons such as lobbyists or consultants to influence or attempt to influence executive or legislative decision-making in connection with the award of any contract. We are also required to furnish a certification that no federal funds have been paid or will be paid in violation of this prohibition. In addition, PBSI is required to report to the government any payments to any lobbyist or consultant paid with non-federal funds for such purposes.

Classified Information

Government information that is national security classified, procurement sensitive, or proprietary shall not be solicited or accepted from (or provided to) any source, either directly or indirectly, in circumstances where there is reason to believe that the release is not authorized.

All classified information in PBSI’s possession shall be treated in strict compliance with U.S. Government mandated procedures for such classified information.

Prohibited Use of Source Selection Information/Competing Contractor Cost and Pricing Information

PBSI must be particularly concerned with obtaining sensitive procurement information from federal government agencies. During the conduct of any procurement action, PBSI will not solicit or accept from any officer or employee of the agency, or any other source, any proprietary or source selection information regarding that procurement. This prohibition begins with the development, preparation, and issuance of a solicitation and concludes with award of a contract, a contract modification or extension. As used herein, proprietary data includes information contained in a bid or proposal, cost or pricing data, and any information submitted to the Government by a contractor and properly designated as proprietary. Source selection information includes information designated as government sensitive such as listings of offerors and prices, listings of bidders prior to bid opening, source selection plans, technical evaluations of proposals, competitive range determinations, rankings (except for sealed bidding), source selection board reports and evaluations, source selection advisory board recommendations, and other information determined by the head of the agency or contracting officer to be information which would jeopardize the integrity or successful completion of the procurement if disclosed.

Hiring of Government and Former Government Employees

Special concerns apply to hiring or retaining a government or former government employee as an employee or consultant of PBSI. In addition, there are special constraints regarding any communication concerning possible employment of government employees who are designated as “procurement officials” during the conduct of any procurement action and otherwise. You shall not conduct any discussions regarding, or make any offer or promise of, future employment or business opportunity to any procurement official during the conduct of any procurement. In order to be sure that you do not run afoul of restrictions in this area, before discussing potential PBSI employment with any government employee, contact the Chief Financial Officer for advice.

PBSI’s specific hiring policy affecting clients and government or former government employees can be found in the Employee and Staff Manual Section 2130.4 Hiring of Government Employees.  Authorization from the Chief Financial Officer must be obtained before even mentioning proposed employment to current government employees, and then only after they have publicly announced that they are leaving government service. In addition, any plans to employ retired military officers of general or flag rank, or civilian officials having the rank of Deputy Assistant Secretary or above, must be approved by the Chief Executive Officer of PBSI prior to an offer of PBSI employment.

Prohibited Contractual Relationships

PBSI shall not knowingly employ an individual nor contract with a company, by any means, if the individual or company is on the General Services Administration’s (GSA) Consolidated List of Debarred, Suspended, and Ineligible Contractors, nor knowingly employ an individual who has been convicted of an offense related to government contracting.

Nor will PBSI knowingly contract with an individual or entity identified on the Office of Foreign Asset Control’s (OFAC’s) “Specifically Designated” list of nationals or persons who are subject to trade restrictions.

PBSI employees will immediately sever all business connection with any former employee or consultant of PBSI whose conduct violates applicable laws, regulations, or basic tenets of business integrity and honesty, and such other individuals specifically identified by the Company.

Avoidance of Restrictions on Trade

PBSI will not enter into a subcontract or teaming agreement that unreasonably restricts sales by the other company directly to the U.S. Government of items made or supplied by the other company and will not otherwise act to restrict unreasonably the ability of any other company to sell directly to the U.S. Government. Conversely, PBSI will not enter into agreements where, as a subcontractor or teaming partner, we are subject to any unreasonable restriction to sell our products or services directly to the U.S. Government.

Consultant Compliance with Standards

Consultants / Independent Contractors shall be required by contract to comply with all laws and regulations relating to U.S. government contracting. These Standards shall be incorporated in all consultant contracts, and each such contract shall expressly provide for termination in the event the consultant violates the laws or regulations relating to government contracting, PBSI Policies, or these Standards.

Drug-Free Workplace Act Compliance

PBSI fully complies with The Drug-Free Workplace Act of 1988, which was enacted with objectives of achieving a drug-free America and combating illegal drugs in the workplace. Among the Act’s requirements is a provision that any contractor seeking a single federal government contract of $25,000 or more, will certify that the Company has a drug-free workplace policy, and, as a minimum, has instituted programs prescribed by law. In addition, DoD has a Drug-Free Work Force Regulation that specifies, along with other requirements, that all defense contractors institute and maintain certain programs to achieve a drug-free work force.

The policies and procedures adopted by PBSI can be found in the Employee and Staff Manual Section 2670  – Drug-Free Workplace.

Government Furnished Property

You are responsible for the appropriate use, maintenance, accounting for, and, when necessary, disposal of government property in compliance with government mandated policies and procedures.

 

Contact PBSI

1307 Edgewater Pt.

Lake Saint Louis, Missouri 63367

Telephone (866) 965-9222

Email consult@epbsi.com

Project Management Institute

For more information about PMI visit http://www.pmi.org

Government Contract Vehicles

GSA: GS-02F-0144U

Contract Period: September 3, 2008 – September 3, 2013

SIN 874-X Course Development and Test Administration