Invenda Code of Ethics

Introduction

Invenda is committed to conducting its business in compliance with the law and the highest ethical standards. This Code of Ethics (the “Code”) summarizes the standards that must guide the actions of all Invenda employees and directors. While covering a wide range of business practices and procedures, this Code cannot and does not cover every issue that may arise or every situation in which ethical decisions must be made, but rather sets forth key guiding principles of business conduct that Invenda expects of its employees. This Code should be read in conjunction with Invenda other corporate polices and procedures, including those related to insider trading, protection of confidential information, and use of Company assets, among others.

Compliance with Laws, Rules, and Regulations

Invenda is strongly committed to conducting its business affairs with honesty and integrity and in full compliance with all applicable laws, rules, and regulations. No employee may commit an illegal or unethical act or instruct or authorize others to do so for any reason, in connection with any act, decision or activity that is or may appear to be related to his or her employment by or position with Invenda.

If a law conflicts with this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with this Code. If you have any questions about these conflicts or this Code, you should ask your supervisor or Human Resources how to handle the situation.

Conflicts of Interest

All employees, when acting in their capacity as employees of the Company, have an obligation to act in the best interest of the Company and should avoid any situation that presents an actual or potential conflict between their personal interests and the interests of Invenda.

The Company recognizes and respects the individual employee’s right to engage in activities outside of his or her employment that are private in nature and do not in any way conflict with or reflect poorly on the Company. However, an employee has a conflict of interest when his or her personal interests, relationships, or activities, or those of a member of his or her family, interfere, conflict, or even appear to interfere or conflict, with Invenda’ interests. A conflict of interest can arise when an employee takes an action or has a personal interest that may adversely influence his or her objectivity or the exercise of sound, ethical business judgment. Conflicts of interest can also arise when an employee or a member of his or her family receives improper personal benefits as a result of his or her position at Invenda.

No employee should improperly benefit, directly or indirectly, from his or her status as an employee of the Company or from any decision or action by Invenda that he or she is in a position to influence. While this list is not intended to be exhaustive of conflict of interest situations, by way of example, a conflict of interest may arise if an employee:

Has a personal interest in a transaction involving Invenda (other than routine investments in publicly traded companies);
Accepts a gift, service, payment, or other benefit (other than a nominal gift) from a competitor, supplier, or customer of Invenda, or any entity or organization with which Invenda does business or seeks or expects to do business;
Lends to, borrows from, or has a financial or material interest in a competitor, supplier, or customer of Invenda, or any entity or organization with which Invenda does business or seeks or expects to do business;
Knowingly competes with Invenda or diverts a business opportunity from Invenda;
Uses Invenda assets for other business or personal benefit;
Obtains or seeks to obtain any personal benefit from the use or disclosure of information that is confidential or proprietary to Invenda or from the use or disclosure of confidential or proprietary information about another entity acquired as a result of or in the course of his or her employment with Invenda;
Serves as an officer, director, employee, consultant, or in any management capacity, in an entity or organization with which Invenda does business or seeks or expects to do business (other than routine business involving immaterial amounts in which the employee has no decision-making or other role);
Has a material interest in an entity or organization with which Invenda does business or seeks or expects to do business;
Knowingly acquires or seeks to acquire an interest in property (such as real estate, patent rights, securities, or other properties) where Invenda has or might have an interest; or
Accepts outside compensation for work that for which he/she is already being paid for by the Company.

Each employee is expected to use common sense and good judgment in deciding whether a potential conflict of interest may exist. Conflicts of interest may not always be clear-cut, so if you have a question regarding any potential conflict, you should discuss it with your supervisor or Human Resources.

Compliance With This Code and Reporting of Any Suspected Illegal or Unethical Behavior

All employees are expected to comply with all of the provisions of this Code. This Code will be strictly enforced and violations will be dealt with immediately, including subjecting an employee to corrective and/or disciplinary action such as dismissal, in addition to any other remedies which may be available to the Company.

Situations that may involve a violation of ethics, laws, or this Code may not always be clear and may require difficult judgment. Any employee who has concerns or questions about violations of laws, rules, regulations, or of this Code, should follow the procedures outlined in the Employee Concern Communication Procedures policy, set forth in this Guide. You may prefer to identify yourself in such communications or may choose to remain anonymous. It is the Company’s intent, to the extent possible, to protect the identity of any person who reports potential violations.

The Company will not tolerate retaliation for reports or complaints regarding suspected violations of this Code that were made in good faith. Open communication of issues and concerns without fear of retribution or retaliation is vital to the successful implementation of this Code.

The Company will take such action as it deems appropriate to address any violations of this Code that are brought to its attention.