I. POLICY

Medical Staffing Solutions (MSS) is committed to conducting its business lawfully and ethically. As MSS’ reputation is the sum of the reputations of its employees, it is critically important that all of its employees meet the highest standards of legal and ethical conduct. To protect MSS’ reputation and to assure uniformity in standards of conduct, MSS has established this Code of Conduct (“Code of Conduct.) Under this policy, company leaders must ensure compliance with the Code of Conduct; serve as a contact for employees to report any potential violations of laws, regulations and of this policy, and to take appropriate action against violators of any such laws, regulations or this policy.

This Code of Conduct establishes the general policies and procedures with which all MSS employees must comply as a condition of employment with MSS in order to ensure that their conduct conforms to the highest ethical standards and is in accordance with all applicable laws, rules and regulations. These policies and procedures are not meant to cover all situations. Any doubts whatsoever as to the propriety of a particular situation, whether or not the situation is described within this Code of Conduct, should be submitted either to your immediate supervisor or to one of MSS leaders.

Every employee of MSS is required to understand and comply fully with both the rules and approval procedures established by this Code of Conduct. The standards of conduct that govern MSS’ relationship with the government are applicable to all of MSS’ employees whether or not the employee is directly engaged in performing activities relevant to any federal, state or private contracts. Decisions regarding requests for interpretation of or exception to this Code of Conduct may be made only by a Corporate President. Any employee violating any provision of this Code of Conduct will be subject to disciplinary action, up to and including discharge from employment. To the extent that any additional policies are set forth in any other MSS manual, those policies should be consistent with this Code of Conduct. In case of any inconsistency, this Code of Conduct shall govern.

II. POLICY DETAIL

A. Compliance with all Laws and Regulations

All of MSS’ employees must comply with all federal, sate and local laws and government regulations and must immediately and directly report to a MSS Corporate Officer any actual or perceived violation of this Code of Conduct. MSS further expects all employees to comply with all licensure laws and regulations.

B. Compliance with all MSS’ Policies and Procedures

All of MSS employees must also comply with all MSS’ policies and procedures, including, but not limited to, all equal employment opportunity policies, Family Medical Leave Act policies, Americans with Disabilities Act policies, compensation policies, Sexual Harassment policy and Fair Labor Standards Act policies.

C. Dealing Honestly With Client Organizations

A. Quality of Service – MSS is committed to providing services that meet all contractual obligations and MSS’ quality standards.

B. Billing and Reimbursement

MSS is committed to ensuring that its billing practices comply with all federal and state laws, regulations, guidelines and policies and that all bills are accurate. MSS is committed further to ensuring that all customers receive timely invoices and that all questions regarding invoices are answered.

D. Using MSS Resources Properly

1. Receiving Business Courtesies from Vendors

As a general rule, all payments, benefits, or gifts provided to any member of MSS staff or their family members by a vendor must be reported to the President.

2. Accurate Books and Accounts

All of MSS’ payments and other transactions must be properly authorized by management and be accurately and completely recorded on MSS’ books and records in accordance with generally accepted accounting principles and established corporate accounting policies. All corporate assets must be properly protected, and asset records must be regularly compared with actual assets, with proper action taken to reconcile any variance.

E. Avoiding Abuses of Trust

MSS expects its employees to avoid engaging in any activity that might interfere or appear to interfere with the independent exercise of the employee’s judgment in situations where the employee’s personal interests might detract from or conflict with MSS’ best interest.
1. Conflict of Interest

No management/administrative employee of MSS may have any employment, consulting or other business relationship with a competitor, customer or supplier, or invest in any competitor, customer of supplier (except for moderate holdings of publicly-traded securities) unless advance written permission is granted by the President.

Outside employment may constitute a conflict of interest if it places an employee in the position of appearing to represent MSS; involves services substantially similar to those MSS provides or is considering making available, or lessens the efficiency, alertness or productivity normally expected of employees on their jobs.

2. Safeguarding MSS’ Restricted Information

It is MSS’ policy to control closely the dissemination of MSS’ proprietary information. Except as specifically authorized by management pursuant to established policy and procedure, do not disclose to any outside party any business, financial, personnel, or commercial information, plans or data acquired during employment at MSS. During the term of employment at MSS, an employee should disseminate these types of information only to individuals having a “need to know” and should protect these types of information from access by unauthorized personnel. Upon termination of employment, an individual may not copy, take or retain any documents containing MSS’ restricted information. The prohibition against disclosing MSS’ restricted information extends beyond the period of employment as long as the information is not in the public domain. An individual’s agreement to continue to protect the confidentiality of such information after the term of employment ends is considered an important part of that person’s obligations to MSS.

3. Confidential Information

Employees must strictly safeguard all confidential information with which they are entrusted and must never discuss such information outside the normal and necessary course of MSS’ business.

4. Refraining from Substance Abuse

It is the policy of MSS to provide employees and customers with a working environment that is free of the issues associated with the use and abuse of controlled substances and the abuse of alcohol.

The consumption, possession, sale or purchase of alcohol on MSS property is prohibited with the exception of events approved in advance by management in approved conference, meeting or recreational facilities. MSS also prohibits the use of alcohol by employees either directly before or during the work day whether in connection with business or on personal time. If an employee is found to be in violation of this policy, management will determine the appropriate corrective action, which may include termination.

F. Implementation

To ensure that proper dissemination and understanding of this policy is achieved, the following implementation will be followed:

A. The Code of Conduct will be made available to all employees.

G. Report Violations and Discipline

Strict adherence to this Code of Conduct is vital. Management staff are responsible for ensuring that employees are aware of and adhere to the provisions of the Code of Conduct. For clarification or guidance in any point in the Code of Conduct, please consult a Corporate Officer.

Employees are expected to report any suspected violations of the Code of Conduct a Corporate Officer.

H. Limitation on Effect of Code of Conduct

Nothing contained in this Code of Conduct is to be construed or interpreted to create a contract of employment, either express or implied, nor is anything contained in this Code of Conduct intended to alter a person’s status of “employment at will” with MSS to any other status.