Code Of Business
Conduct And Ethics

KAPITAL is committed to conducting business with the highest standards of integrity, ethics, and legal compliance. As a staffing and consulting organization operating across multiple jurisdictions, including the United States, Canada and India, KAPITAL requires all employees, officers, directors, contractors, consultants, and representatives to comply with applicable laws, regulations, and professional standards.

All individuals acting on behalf of KAPITAL are expected to:

• Conduct business honestly and ethically
• Comply with applicable laws and regulations
• Protect company and client assets
• Avoid conflicts of interest
• Maintain accurate records
• Report suspected violations promptly

Violations of this Code may result in disciplinary action, including termination and potential legal consequences.

This Code applies to:

• Employees (full-time and part-time)
• Contractors and consultants
• Temporary staff and interns
• Officers and leadership team members
• Recruiters and staffing representatives
• Third-party agents acting on behalf of KAPITAL

The Code applies when:

• Conducting company business
• Representing the company externally
• Interacting with clients, vendors, candidates, or government officials
• Using company systems or data

All employees must comply with applicable laws in jurisdictions where the company operates, including but not limited to:

United States

• Federal labor laws (FLSA)
• Anti-discrimination laws (Title VII, ADA, ADEA)
• Anti-bribery laws (Foreign Corrupt Practices Act — FCPA)
• Anti-kickback laws
• Federal Acquisition Regulations (FAR)
• Data privacy laws
• Securities laws

India

• Labor laws
• Prevention of Sexual Harassment (POSH)
• Digital Personal Data Protection Act
• Anti-corruption laws

Where multiple laws apply, the stricter standard shall govern.

Employees are expected to:

• Maintain professionalism in all communications
• Treat colleagues, clients, and candidates with dignity and respect
• Refrain from abusive, threatening, or inappropriate conduct
• Comply with workplace health and safety requirements

The Company reserves the right to take appropriate disciplinary action for misconduct, consistent with applicable labor laws in the relevant jurisdiction.

KAPITAL is committed to maintaining a workplace free from discrimination. Employment decisions shall be based solely on merit, qualifications, performance, and business needs. Discrimination based on protected characteristics is prohibited, including:

• Race, religion, gender, sexual orientation
• Disability, age, national origin
• Marital status, pregnancy, veteran status

KAPITAL maintains a zero-tolerance policy for harassment. Prohibited conduct includes:

• Sexual harassment
• Bullying or intimidation
• Offensive remarks or slurs
• Hostile work environments
• Retaliation against complainants

India POSH Compliance: The company complies with the Prevention of Sexual Harassment Act (POSH) and maintains appropriate reporting mechanisms.

As a staffing organization, ethical recruiting practices are mandatory. The delivery team must treat all job postings and candidate information as confidential and sensitive data and must not disclose, share, or leak such information to any unauthorized individual or external party under any circumstances.

Employees must:

• Provide accurate and truthful information to clients and candidates
• Obtain candidate authorization prior to submission
• Refrain from resume falsification, unauthorized editing, or misrepresentation
• Protect confidential information belonging to clients and candidates
• Avoid duplicate or unauthorized submissions
• Avoid misleading job descriptions

KAPITAL strictly prohibits bribery and corruption in all forms. This policy applies to all employees, officers, contractors, and third parties acting on behalf of KAPITAL worldwide.

Applicable Laws

• U.S. Foreign Corrupt Practices Act (FCPA)
• U.S. Federal Bribery Statute (18 U.S.C. §201)
• U.S. Anti-Kickback Act
• UK Bribery Act (where applicable)

Employees must never offer, promise, authorize, or provide anything of value to improperly influence a business decision. Prohibited items of value include money, gifts, travel, entertainment, jobs or internships, consulting payments, and discounts.

9.1 Private Sector Clients

Employees may offer reasonable business hospitality consistent with normal business practices. Permitted examples include modest meals, promotional items of nominal value, and occasional business entertainment. Cash or cash equivalents are strictly prohibited.

9.2 Government Officials

Special restrictions apply when dealing with government personnel. Under U.S. law, providing gifts to federal employees may constitute bribery. Employees must not provide gifts, meals, or entertainment to government officials without legal approval.

KAPITAL may be held liable for misconduct by third parties. All vendors and subcontractors must comply with anti-corruption laws, ethical recruiting standards, and confidentiality obligations.

Due diligence may include:

• Background checks
• Compliance certifications
• Contractual ethics clauses

When working with U.S. government agencies or prime contractors (e.g., IBM), employees must comply with federal procurement laws including the Federal Acquisition Regulation (FAR), Procurement Integrity Act, and Anti-Kickback Act.

Employees must not:

• Seek confidential bid information
• Obtain competitor proposals
• Offer incentives to procurement officials

Kickbacks are strictly prohibited under the U.S. Anti-Kickback Act (41 U.S.C. §§ 8701–8707). A kickback occurs when something of value is provided to obtain favorable treatment.

Examples:

• Paying a hiring manager for contractor placements
• Sharing placement commissions with procurement officers
• Providing personal benefits to influence contract decisions

Employees must avoid situations where personal interests conflict with company interests. Conflicts may arise from outside employment, personal relationships with clients, or financial investments in competitors. Employees must disclose potential conflicts.

Examples:

• Recruiting a relative for a client position without disclosure
• Owning stock in a direct competitor

Employees must protect confidential information belonging to clients, candidates, employees, and business partners. Confidential information includes business strategies, financial data, candidate personal data, and trade secrets. Unauthorized disclosure is prohibited.

Employees must safeguard personal and company data in compliance with U.S. State Privacy Laws, HIPAA (where applicable), and India's Digital Personal Data Protection Act.

Security requirements include:

• Secure password practices
• Encryption of sensitive data
• Restricted system access
• Secure data storage

Employees must immediately report suspected data breaches.

KAPITAL maintains accurate financial records. Employees must ensure accurate time reporting, accurate expense submissions, and proper documentation of transactions. Falsification of records — including altering timesheets, submitting fraudulent expenses, or misreporting revenue — is strictly prohibited.

Employees may not trade securities based on material non-public information obtained through work. Examples include learning about a client merger and purchasing stock, or sharing confidential financial information with outside parties. Violations may result in criminal penalties.

KAPITAL is committed to maintaining a safe working environment. Employees must comply with applicable workplace safety standards. When placing consultants at client sites, the company ensures safety training, hazard awareness, and incident reporting in compliance with the OSHA Temporary Worker Initiative.

KAPITAL complies with wage and hour laws including the Fair Labor Standards Act (FLSA), state wage laws, and worker classification rules. Employees must not misclassify workers, avoid overtime payments, or manipulate timesheets.

Employees must ensure that public communications do not reveal confidential information, represent company views without authorization, or damage company reputation.

Employees must not use company resources for political contributions without approval. Certain political donations linked to government contracts may violate pay-to-play laws.

Employees are encouraged to report suspected violations to Human Resources, Legal or Compliance, or Senior Leadership. Reports should include sufficient details for investigation.

KAPITAL prohibits retaliation against individuals who report concerns in good faith. Whistleblower protections are supported under the Sarbanes-Oxley Act and the Dodd-Frank Act.

All reports will be investigated promptly and fairly. Employees must cooperate fully in investigations.

Violations may result in disciplinary action including written warnings, suspension, termination, and legal action.

KAPITAL reserves the right to modify, interpret, or amend this policy at any time, subject to applicable legal requirements. This policy does not create a contract of employment and does not alter the at-will employment relationship in jurisdictions where at-will employment applies.

Third parties may create corruption risks. Before engaging a third party, the company must perform reasonable due diligence, including reputation checks, verification of business registration, review of ownership structure, and conflict of interest review.

Contracts must include:

• Anti-corruption clauses
• Audit rights
• Termination rights for compliance violations