Code of Business Conduct and Ethics

Purpose:
The RMS Code of Conduct and Business Ethics (the “Code”) applies to each director, officer, consultant and employee of RMS Solution Inc. (“RMS”). The Code provides a general statement of RMS’ expectations regarding the ethical standards that each director, officer, consultant and employee is required to adhere to while acting on behalf of RMS. Each director, officer, consultant and employee is expected to be familiar with the Code and the ethical standards expected.

Updates:
The Board of Directors of RMS is responsible for setting the standards of business conduct expected and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework and business practices applicable to RMS. The President of RMS has ultimate responsibility for the Code, its updating and adherence to it however, it is the responsibility of each director, officer, consultant and employee of RMS to make certain that he/she adhere to the Code and make certain that others within the RMS organization do the same.

Compliance with applicable Laws, Rules and Regulations, and good Business Practices:
RMS strives to comply with all laws and governmental regulations applicable to the business of RMS. RMS is committed to:

• Maintaining and promoting a safe, healthy and pleasant work environment;
• promoting a workplace that is free from discrimination or harassment based on race, color, religion, sex or other negative factors;
• supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
• supporting policies and efforts that allow business, and in particular, small business, an opportunity to be successful and become big business
• involving itself in the communities in which it operates by assisting charitable and non-profit organizations and works;
• prohibiting any illegal payments to any government officials or political party representatives of any country;
• using common sense and applying ethical standards to the conduct of its business activities.

Conflicts of Interest; Corporate Interest:
Directors, officers, consultants and employees are not to be involved in any activity which creates or gives the appearance of a conflict of interest between their personal interests and the interests of RMS. In particular, no director, officer, consultant or employee shall be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that markets products or services in competition with RMS’ current or potential products and services; be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director’s, officer’s or employee’s responsibilities with and to RMS and use RMS’ property, information or position for personal gain.

Confidentiality: Protection and Proper Use of the Company’s Assets

Directors, officers, consultants and employees shall maintain the confidentiality of all information entrusted to them by RMS or its suppliers, customers or other business partners, except when disclosure is authorized by RMS or legally required.

Confidential information includes

1. information marked “Confidential”, “Private”, “For Internal Use Only”, or similar legends,
2. technical or scientific information relating to current and future products, services or research,
3. business or marketing plans or projections,
4. earnings and other internal financial data,
5. personnel information,
6. supply and customer lists and
7. other non-public information that, if disclosed, might be of use to the competitors of RMS, or harmful to RMS or its suppliers, customers or other strategic business partners.

To avoid inadvertent disclosure of confidential information, directors, officers, consultants and employees shall not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends.

Directors, officers, consultants and employees are personally responsible for protecting RMS’ assets entrusted to them and for helping to protect RMS’ assets in general.

Directors, officers and employees shall only use RMS’ assets for the legitimate business purposes of RMS.

Each and every director, officer, consultant and employee is required to sign a Confidentiality Agreement and agree to adhere to the terms and policies described therein and as set out herein.

Fair and Plain Dealing
RMS is committed to promoting the values of honesty, integrity and fairness in the conduct of its business and sustaining a work environment that fosters mutual respect, openness and individual integrity. Directors, officers, consultants and employees are expected to deal honestly and fairly with RMS’ customers, suppliers, competitors and other third parties. To this end, directors, officers and employees shall not:

• make false or misleading statements to customers, suppliers or other third parties;
• make false or misleading statements about competitors;
• solicit or accept from any person that does business with RMS, or offer or extend to any such person,
  • cash of any amount; or
  • any gift, gratuity, meal or entertainment that could influence or reasonably give the appearance of influencing RMS’ business relationship with that person unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any laws or regulations;
• solicit or accept any fee, commission or other compensation for referring customers to third-party vendors; or
• otherwise take unfair advantage of RMS’ customers or suppliers, or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.

Reporting and Effect of Violations:
Directors, officers, consultants and employees are to report, in writing, any known or suspected violations of laws, governmental regulations or this Code to the President of RMS. No retaliation of any sort will be permitted against a person who acts in good faith in reporting any such violation.

The President of RMS will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Directors, officers, consultants and employees that violate any laws, governmental regulations or this Code will face appropriate, case specific disciplinary action, which may include removal, demotion or discharge.

Waivers
Any change in or waiver of this Code may only happen with the express written approval of the President of RMS.