PureSpectrum Antitrust Policy

Purpose

PureSpectrum, Inc., and its subsidiaries (PureSpectrum) complies fully with all federal and state antitrust laws. Antitrust laws are intended to promote and protect fair competition. Compliance with both the letter and spirit of the antitrust laws is essential to maintain PureSpectrum’s reputation as a company with the highest standards of ethical conduct. PureSpectrum has developed this Antitrust Policy (Policy) to educate all employees about the antitrust laws most applicable to our business.

Background

The antitrust laws are designed to ensure free and open competition in the marketplace. To accomplish this purpose, the antitrust laws declare that certain kinds of business conduct are illegal as restraints of trade or as creating, or tending to create, a monopoly. The types of conduct prohibited in whole or part are wide-ranging and include: price-fixing and bid-rigging, division of customers or markets among competitors, and, in some cases, agreements among competitors to refuse to deal with other competitors, customers, or suppliers.

Criminal and civil penalties for antitrust violations are severe for both a company and its employees. Violation of the antitrust laws in any area of PureSpectrum’s operations may have far-reaching effects, causing substantial injury to PureSpectrum in the form of expensive litigation, treble damage liability, and injunctions or orders affecting PureSpectrum’s property and/or business.

Scope

This Policy applies to all PureSpectrum officers, directors, and employees, including employees in any PureSpectrum subsidiary or affiliate (collectively, employees). 

Dealing with Competitors

Pricing and other agreements

An agreement with a competitor about prices, discounts, or other terms of sale may be illegal. It does not matter that prices may be decreased or are reasonable. Employees may not, at any time or under any circumstances, enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning any of the following:

• • Past, present, or future prices
  • Pricing policies
  • Discounts
  • Promotions
  • Terms or conditions of sale
  • Profits or profit margins
  • Costs
  • Allocation of products, customers, or geographic market
  • Limitations on production
  • Boycotts of customers
  • Bids or the intent to bid

Employees may only discuss or exchange information with a competitor on these topics in connection with a bona fide purchase and sale of products between competitors. The PureSpectrum COO or his designee should be consulted prior to discussing or entering into a business relationship with a competitor.

General contact with competitors

It is not illegal or inappropriate for employees and PureSpectrum competitors to meet and talk from time to time. However, any conversation with a competitor can have the appearance of being improper, and it may be impossible to later prove that no illegal activity occurred. Employees should limit discussions to the business purpose of the meeting as reflected in a documented agenda, and, in addition to the topics listed above, should avoid discussing any of the following topics:

• • Projected sales for any specific product or service
  • Revenues and expenses
  • Production levels or inventories
  • Information concerning suppliers
  • Sales territories and goals
  • Unannounced products or service developments
  • Prices or pricing strategies
  • Marketing methods or nonpublic market studies
  • Customers (other than the exchange of credit information)
  • Proprietary PureSpectrum information

If any of these topics arise in a discussion with competitors, an employee must immediately notify the PureSpectrum COO or his designee.

Dealings with customers and suppliers

Price discrimination

Price discrimination exists where a seller makes sales at different prices to different customers who are purchasing the same products in the same general timeframe and who compete with one another.

Granting of different prices to different customers by a seller can give rise to antitrust concerns. The law in this area is complex. The PureSpectrum COO or his designee should always be consulted on such pricing issues.

Tying arrangements

The tying of products together occurs when a seller requires a customer to purchase one product (the tying product) only on condition that the customer also purchase a different (or tied) product. A tying arrangement can also exist where the seller requires the customer to purchase other supplies or goods from particular sources.

Whether a tying arrangement is illegal depends on particular circumstances, such as the seller’s market power in the market for the tying product; the seller’s economic interest in the sales of the tied product; and the actual competitive situation in the specific marketplace at issue.

Tying products together may be an antitrust violation in certain circumstances. The PureSpectrum COO or his designee should be consulted prior to implementing any form of tying arrangement.

Reciprocal dealing

Reciprocal dealing occurs when a company agrees to buy the products or services of a supplier on the condition that the supplier also agrees to buy products or services from the company. PureSpectrum’s policy is to sell its products and services on their merits and to purchase supplies and materials based on quality, service, and price. An employee may not directly or indirectly make a sale or purchase conditional on the other party making reciprocal purchases from or sales to PureSpectrum without first consulting with the PureSpectrum COO or his designee.

Trade or industry associations

Trade/industry association membership and conference attendance present sensitive antitrust concerns. In addition to direct contact with competitors, they frequently involve joint activities with competitors. Whether they create antitrust problems will depend on the nature of the activities. Before PureSpectrum becomes a member of any trade association or industry group, the PureSpectrum COO or his designee should review the rationale for joining and any charter, by-laws, antitrust disclosures, or other documents describing the organization and operation of the association or group.

Employees may attend trade/industry association events for the purpose of receiving and/or sharing knowledge. When attending such an event, an employee may not discuss PureSpectrum product prices, terms or conditions of sale, marketing strategy, or any other confidential PureSpectrum information. If these topics are discussed at such events, the employee should leave the event and immediately notify the PureSpectrum COO or his designee.

Information about competitors

As a vigorous competitor in the marketplace, PureSpectrum may seek economic knowledge about its competitors. However, PureSpectrum will not engage or tolerate employees engaging in illegal or improper acts to acquire a competitor’s trade secrets, customer lists, information about another company’s facilities, technical developments, or operations. Additionally, PureSpectrum will not hire a competitor’s employees for the purpose of obtaining confidential information, or urge competitors’ personnel, customers, or suppliers to disclose confidential information. PureSpectrum also will not seek such information from competitors’ employees subsequently hired by the Company.

Policy compliance and exceptions

All managers are responsible for enforcement of and compliance with this Policy, including its communication to their employees. There are no exceptions to this Policy. Anyone who does not comply with this Policy shall be subject to disciplinary action, up to and including termination, to the extent permissible under local law.

If you have information about a possible violation of this Policy, contact the Corporate Law Department, ethics@PureSpectrum.com, or the PureSpectrum Hotline.

Anti-retaliation policy

PureSpectrum prohibits any form of retaliation for reporting a suspected violation of this Policy in good faith.

Review schedule

This Policy is reviewed every two years, or as required by circumstances or operation of law.