Code Of Conduct

Policy Brief & Purpose

Our Employee Code of Conduct company policy outlines our expectations regarding employees' behavior towards their colleagues, supervisors and overall organization. We promote freedom of expression and open communication. But we expect all employees to follow our code of conduct. They should avoid offending, participating in serious disputes and disrupting our workplace. We also expect them to foster a well-organized, respectful and collaborative environment.

Scope

This policy applies to all our employees regardless of employment agreement or rank.

Policy Elements

Employees of DrGmed, Inc., or any of its affiliates or subsidiaries (“DrGmed”), and others performing work for DrGmed or on its behalf, collectively referred to in this code as “DrGmed Personnel”, are expected to act lawfully, honestly, ethically, and in the best interests of the company while performing duties on behalf of DrGmed. This code provides some guidelines for business conduct required of DrGmed Personnel. Persons who are unsure whether their conduct or the conduct of other DrGmed Personnel complies with this code should contact their manager, another DrGmed manager, Human Resources, or the Legal Department. This code applies to all DrGmed Personnel, including members of the Board of Directors (in connection with their work for DrGmed), officers, and employees of DrGmed, Inc. and its corporate affiliates, as well as contingent workers (e.g., agency workers, contractors and consultants) and others working on DrGmed’s behalf. This code is subject to change and may be amended, supplemented, or superseded by one or more separate policies.

If any part of this code conflicts with local laws or regulations, only the sections of this code permitted by applicable laws and regulations will apply. Any policies that are specifically applicable to your jurisdiction will take precedence to the extent they conflict with this code.

DrGmed does not tolerate unlawful harassment or any mistreatment by or of workers, patients, or agency partners in the workplace or in a work-related situation on the basis of sex, race, color, nationality, ethnic or national origin, ancestry, citizenship, religion (or belief, where applicable), age, physical or mental disability, medical condition, sexual orientation, veteran status, marital status, genetic information or characteristics (or those of a family member), or any other category protected under applicable federal, state, or local law. If you suspect harassment, discrimination, or retaliation (as described in our Harassment Policy) has occurred, you are encouraged, and managers are required, to promptly provide a written or oral complaint to our HR Department, Employment Law (employmentlaw@drgmedicine.com). Please refer to our full Harassment Policy.

DrGmed’s confidential business information is a valuable asset that everyone must protect. DrGmed Personnel is required to use confidential information of DrGmed for patient care purposes only and must always keep such information in strict confidence. This responsibility extends to confidential information of third parties that we have received under non-disclosure agreements. Confidential information includes, without limitation, patient information, proprietary data, software and product designs, employee data (other than your own), financial information, budgets, business plans, or other business information.

Your obligation to maintain the confidentiality of this information means that you may not share any such Information outside of DrGmed unless DrGmed has appropriate non- disclosure agreements in place. For help in establishing such an agreement, if you have questions about provisions of a non-disclosure agreement already in place, or if you have questions about whether certain information can be disclosed, please contact the Legal Department. DrGmed personnel should also refrain from sharing confidential information internally beyond those persons who legitimately need to know it for purposes of their job. We have an open and transparent culture, and this is not intended to stifle the ongoing conversation and sharing that has facilitated so much of our success.

Rather, you should use your judgment to share what is appropriate inside the company in furtherance of your and others’ jobs. Please always keep in mind that improper use or disclosure of confidential patient or business information could seriously damage DrGmed’s reputation with patients, health care organizations and the community, expose us to liability, and cause harm to our company.

In addition, you are not to bring with you to DrGmed, or use or disclose to any person associated with DrGmed, any confidential or proprietary information belonging to any former employer or other person or entity to which you owe an obligation of confidentiality under any agreement or otherwise. DrGmed does not need and will not use such information, and we will assist you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Note that this code is not intended to restrict an employee’s legal right to discuss the terms and conditions of his/her employment.

Any amendment of any provision of this code must be approved by the President of DrGmed’s, and promptly disclosed as may be required pursuant to applicable laws and regulations.

DrGmed’s President may grant waivers under this code for DrGmed employees other than executive officers or senior financial officers. Any waiver or modification of this code for a member of the Board of Directors, executive officer, or senior financial officer must be approved by the President and promptly disclosed, in each case as may be required by applicable law and the rules of each state of the United States of America.

Company employees are bound by their contract to follow our Employee Code of Conduct while performing their duties. We outline the components of our Code of Conduct below:

Compliance with Law

All employees must protect our company's legality. They should comply with all environmental, safety and fair dealing laws. We expect employees to be ethical and responsible when dealing with our company's finances, products, partnerships and public image.

Respect in the Workplace

All employees should respect their colleagues. We won't allow any kind of discriminatory behavior, harassment or victimization. Employees should conform with our equal opportunity policy in all aspects of their work, from recruitment and performance evaluation to interpersonal relations.

Protection of Company Property

All employees should treat our company's property, whether material or intangible, with respect and care.

Employees:

• Shouldn't misuse company equipment or use it frivolously.
  
• Should respect all kinds of incorporeal property. This includes trademarks, copyright and other property (information, reports etc.) Employees should use them only to complete their job duties.

Employees should protect company facilities and other material property (e.g. company cars) from damage and vandalism, whenever possible.

Professionalism

All employees must show integrity and professionalism in the workplace:

• Personal Appearance
  All employees must follow our dress code and personal appearance guidelines.
• Corruption
  We discourage employees from accepting gifts from clients or partners. We prohibit briberies for the benefit of any external or internal party.
• Job Duties and Authority
  All employees should fulfill their job duties with integrity and respect toward customers, stakeholders and the community. Supervisors and managers mustn't abuse their authority. We expect them to delegate duties to their team members taking into account their competences and workload. Likewise, we expect team members to follow team leaders' instructions and complete their duties with skill and in a timely manner.
  We encourage mentoring throughout our company.
  
• Absenteeism and Tardiness
  Employees should follow their schedules. We can make exceptions for occasions that prevent employees from following standard working hours or days. But, generally, we expect employees to be punctual when coming to and leaving from work.
  
• Conflict of Interest
  We expect employees to avoid any personal, financial or other interests that might hinder their capability or willingness to perform their job duties.
  
• Collaboration
  Employees should be friendly and collaborative. They should try not to disrupt the workplace or present obstacles to their colleagues' work.
  
• Communication
  All employees must be open for communication with their colleagues, supervisors or team members.
  
• Benefits
  We expect employees to not abuse their employment benefits. This can refer to time off, insurance, facilities, subscriptions or other benefits our company offers.
  
• Policies
  All employees should read and follow our company policies. If they have any questions, they should ask their managers or Human Resources (HR) department.

Disciplinary Actions

Our company may have to take disciplinary action against employees who repeatedly or intentionally fail to follow our code of conduct. Disciplinary actions will vary depending on the violation.

Possible consequences include:

• Demotion.
• Reprimand.
• Suspension or termination for more serious offenses.
• Detraction of benefits for a definite or indefinite time.

We may take legal action in cases of corruption, theft, embezzlement or other unlawful behavior.