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CODE OF ETHICS

INTRODUCTION
Since our inception, we have built our global enterprise on a foundation of ethics, values, and honesty. We have inherited a legacy from a group of professionals who lived by the highest standards of personal and professional conduct. It is our responsibility to protect and expand that legacy. Brainchild Property Group Inc. Mission, Values and Principles provide guidance in meeting this responsibility. Through The Relentless Pursuit of Excellence we will provide exceptional quality in everything we do. The Freedom to be Constantly Curious ensures we remain students of our clients’ business. The Courage to do the Right Thing gives us permission to challenge ourselves and our clients to make certain we are operating with high ethical standards.

Maintaining our firm’s reputation and position as a global leader in our industry demands a commitment to excellence in service, ethical business practices, and compliance with the law. The Code of Ethics and Business Conduct helps our employees meet this commitment. It addresses common compliance and ethics issues facing global businesses today and outlines the responsibilities we have to one another, to our clients and stakeholders, to the firm, and to our industry. This code applies to all employees, officers, and directors throughout the Brainchild Property Group Inc. family of companies worldwide. Third party representatives, such as freelancers, subcontractors, affiliates and agents who work on behalf of Brainchild Property Group Inc., may also be required to confirm their understanding and compliance with relevant provisions of the code as required by Brainchild Property Group Inc. compliance and ethics program and its internal control procedures, using tools such as Brainchild Property Group Inc. Code of Ethics for Suppliers and Service Providers and Brainchild Property Group Inc. Code of Ethics and Business Conduct for Affiliates.
This Code of Ethics and Business Conduct is supplemented by the Day-to-Day Situation Guide, which addresses issues specific to our industry. If you are uncertain about the proper course of action in any situation, always ask for assistance. Do not hesitate to contact us directly with questions.

OUR MISSION
To provide public relations counsel and strategic communications services which enable our clients to build strong relationships and to influence attitudes and behaviors.
• We undertake our mission through convergence by integrating specialist knowledge of practices and industries, local market understanding, proprietary methodology and breakthrough creativity.
• We are dedicated to building long-term, rewarding partnerships that add value to our clients and our people.
• Our clients are leaders in their fields who are initiating change and seeking new solutions.

OUR VALUES
THE RELENTLESS PURSUIT OF EXCELLENCE – Bringing the best of ourselves and partners to our clients.
THE FREEDOM TO BE CONSTANTLY CURIOUS – Tenacious and thorough approach that drives creativity and growth for clients and ourselves.
THE COURAGE TO DO THE RIGHT THING – Trusted and resilient partner for clients, colleagues and communities.

OUR PRINCIPLES

• Brainchild Property Group Inc. is committed to honesty.
• Brainchild Property Group Inc. is committed to transparency.
• Brainchild Property Group Inc. is committed to fair dealing.
• Brainchild Property Group Inc. ensures business activity aligns with the interests of all stakeholders: clients, employees, and parties with whom we interact.
• Brainchild Property Group Inc. strives to model best practices in all areas of our business.
• Brainchild Property Group Inc. does not violate legal obligations.

APPLYING OUR PRINCIPLES TO DAY-TO-DAY BUSINESS PRACTICES
By applying these principles to our business practices, we demonstrate our commitment to the pursuit of communication excellence based on powerful standards of performance, professionalism, and ethical conduct. In doing so, we build public trust and protect the reputation of brainchild Property Group Inc., our clients, and our profession.

Brainchild Property Group Inc. is committed to honesty.
We build trust with the public by providing all information necessary for informed and responsible decision making.

• We adhere to the highest standards of accuracy and truth in advancing the interests of our clients and in communicating with the public.
• We do not intentionally disseminate false or misleading information or omit critical information that is essential to avoid misinformation.
• We take reasonable steps to evaluate the reliability and basis for claims, or other information, before releasing it on behalf of our clients.
• We act promptly to coordinate with our client to appropriately respond to any erroneous communications for which we are responsible.

Brainchild Property Group Inc. is committed to transparency
While a lack of transparency can sometimes yield short-term results, it can call into question the integrity of communications and create an unacceptable level of risk for our reputation and that of our clients. We do not act in a way that may appear to be an attempt to deceive public opinion.

• We are open and transparent in naming the organization(s) and interests we represent.
• We counsel our clients on the importance of transparency in the source of funding for any public communication we initiate or for which we act as a conduit.
• We do not pay or provide any other hidden reward in exchange for an expectation of coverage without adequate and conspicuous disclosure that it’s sponsored coverage (as in the case of advertorials).
• We do not engage in grass roots campaigns that create or make use of any organization purporting to serve one cause while actually promoting a special or private interest that is not apparent.

Brainchild Property Group Inc. is committed to fair dealing
Employees, officers, and directors deal fairly with clients, competitors, peers, vendors, public officials, the media, and the general public. Promoting healthy and fair competition among professionals preserves an ethical climate while fostering a robust business environment.

• We avoid false, misleading or exaggerated claims in advertising and marketing our skills and services and in soliciting professional assignments.
• We do not mislead clients or colleagues about what can be competently delivered and achieved through public relations or other business activities.
• We do not pay or offer anything of value that could be interpreted as an attempt to fraudulently or unethically obtain or retain business. We ensure that business gifts and entertainment meet applicable legal, ethical, and cultural norms to preserve the free flow of unprejudiced information.
• We do not disparage or act in a way that may deprecate the professional reputation of our competitors or their employees.
• We do not collaborate or communicate with competitors in any way that may be interpreted as an attempt to exert improper influence on pricing, bidding or the market for PR services.
• We follow ethical hiring practices designed to respect free and open competition without deliberately undermining a competitor. We respect valid non-compete or similar agreements.
• We respect and preserve intellectual rights in the marketplace.

Brainchild Property Group Inc. ensures business activity aligns with the interests of all our stakeholders: clients, employees, and other parties with whom we interact.
We serve the public interest by acting as a responsible advocate for our clients. We provide a voice in the marketplace for ideas, facts, and viewpoints that facilitate informed public debate and decision making. Our business activities are guided by a balanced consideration of the interests of all our stakeholders, including our clients, employees, and the general public. We do not unduly favor the interests of one to the detriment of another—or of society at large.

• We act in a manner that preserves the integrity of the channels of public
• We are faithful to our clients’ needs. We provide independent and objective counsel to our clients and act in their best interests.
• We balance the needs of our clients with our obligation to serve the public interest and our profession. We avoid taking any action that may discredit our client, our firm, or our profession.
• We do not represent any prospective client that requires actions that would violate our principles or this ethics code.
• We respect the customs, rules, practices, and codes of conduct that apply to our industry and practice areas in all countries where we operate, including those related to our clients, colleagues, and fellow professionals.
• We support and respect the free exercise of human rights, in particular the freedom of speech and of association, which affect the right of the individual to give and receive information. In doing so we help to maintain the public’s trust, which is essential for communicating clients’ messages effectively.
• We avoid actions and circumstances that may appear to compromise good business judgment or that create real, potential, or perceived conflicts between personal and professional interests. We do not represent conflicting or competing interests without disclosing and obtaining the express consent of those concerned.
• We protect confidential, privileged, “insider”, or other sensitive information related to Brainchild Property Group Inc. and current, former, and prospective clients. We do not disclose, except on the order of a court or other regulatory agency acting within its jurisdiction, any confidential information without the consent of the relevant parties. We do not use such information to further our own interests.

Brainchild Property Group Inc. strives to model best practices in all areas of our business.
We acquire and responsibly use specialized knowledge and experience. We advance the profession through continued professional development, research, and education. We build mutual understanding, credibility, and relationships among an array of institutions and audiences.

• We actively pursue professional development.
• We accept and assign work for which practitioners are suitably skilled and experienced. Where appropriate, we collaborate on projects or obtain the necessary skill base or expertise to serve our clients’ needs.
• We stay abreast of local, national, and world events, including cultural, business, and political issues, to enable us to provide well-informed counsel to our clients.
• We stay informed and educated about practices in the profession to ensure ethical conduct.
• We share information and experience about best practices with our fellow employees and associates so we can better serve our clients.

Brainchild Property Group Inc. does not violate legal obligations.
Obeying the law, in letter and spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the nations, regions, and cities in which we operate. The Code of Ethics and Business Conduct and other elements of Brainchild Property Group Inc. compliance and ethics program are intended to help raise employee awareness of the legal requirements that apply to our business. Employees should be aware of situations that may require input from supervisors, managers, the Global Compliance Officer or the Office of the General Counsel about the legal requirements that apply to their jobs. We do not condone any act that violates the law, even when such action appears to be in a client’s best interests.

OUR RESPONSIBILITY TO ONE ANOTHER
A global network of professionals dedicated to supporting one another to meet the needs of clients and other stakeholders is fundamental to our success. In an increasingly interconnected world, the action of any one employee can reflect on the rest of the firm. Doing the right thing is everyone’s responsibility. It’s up to you and the people with whom you work to understand and comply with each of the following in carrying out your duties:

• Our Values, Mission and Principles
• Laws and regulations that apply to your job
• Company policies and procedures, including the Code of Ethics and Business Conduct, the Day-to-Day Situation Guide, and our Human Rights Policy
• Client contract provisions (contact your client relationship manager for information on contractual requirements)

Sometimes the correct course of action is not evident as laws and regulations are often complex and answers to ethical dilemmas are not always clear-cut. Our policies and the Code of Ethics and Business Conduct may not cover every possible situation you may encounter in the workplace. To that end, when the right choice of action is not apparent, remember to always ASK BEFORE YOU ACT.
If you are asked to do something or witness an activity that may be considered unethical or against the law, against company policy, or against the Code of Ethics and Business Conduct, you are expected to report your concerns to management as described below. Failure to identify and respond to issues can put you, the firm, and our employees at further risk. If you are aware of illegal or unethical conduct but fail to report it, you may be subject to disciplinary action, where allowable by law. Under some laws you may even be subject to legal action. Employees who violate the standards in this ethics code may be subject to disciplinary action up to and including termination of employment as allowable by law. Claiming that you were following management’s instruction or common practice is not an excuse, nor is claiming that an illegal action is not enforced or is accepted by local culture. You are accountable for ensuring your actions live up to our standards and expectations.

OUR RESPONSIBILITY TO OUR CLIENTS AND STAKEHOLDERS
Quality and Commitment to Our Clients

We are partners with our clients in dynamic, creative relationships. We thoughtfully and responsibly identify our clients’ objectives and assemble the right mix of skills and resources to meet them. We value our clients’ perspectives and anticipate their needs. With intelligence and ingenuity, timeliness and accuracy, we deliver informed analysis, strategic thinking, effective writing, breakthrough creative, excellent execution, and sound measurement. We are committed to the smart financial management of their businesses. We will exceed their expectations every day. We apply the following standards in serving our clients:

• We design and execute our client campaigns in a manner that upholds the integrity of our clients, Brainchild Property Group Inc., and our industry.
• We are independent and objective in providing strategic counsel to our clients.
• We act in the best interest of our clients, while at the same time honoring our obligation to observe the interests of society and the public good.
• We accept only client assignments that we can manage effectively. We ensure that we have the right expertise, time, budget, and resources to successfully serve our clients’ needs.
• We ensure that our employees are qualified through appropriate hiring practices and ongoing training. We acquire and responsibly use specialized knowledge and expertise where necessary to meet our client’s needs.
• We are committed to honesty and transparency in providing client services. We act promptly to correct erroneous communications for which we may be responsible.

Conflicts of Interest
Our business practices must be conducted in the best interests of Brainchild Property Group Inc. and its clients. We must make every effort to avoid situations where our decisions or actions could be questioned due to an actual or perceived conflict of interest. A conflict of interest can exist in different forms, including when a person’s private interests interfere with the interests of Brainchild Property Group Inc. or when accepting a prospective client could undermine an existing commitment to another client.
Client Conflicts – We are responsible for addressing identified conflicts of interest between existing or prospective clients. In many cases, the existence of a potential conflict does not prohibit our firm from being able to serve multiple clients. Using good judgment to proactively identify and assess potential conflicts, and developing thoughtful strategies to address them, can enable both an existing client and a potential prospect to be comfortable with our concurrent representation of both of their interests. To be successful, these strategies and safeguards must address the following:

• Confidentiality and separation of both client and prospect information; and
• Separation and focused dedication of the core account teams to the success of each party’s interests.

Confidentiality
The nature of our work often gives us access to confidential information that is not available to the public, which, if disclosed, could be useful to competitors or harmful to the firm or its clients. We may become aware of confidential information while serving our clients or having access to intellectual property and other sensitive information, including client lists, contacts, proprietary tools, and trade secrets. Support employees may also have access to confidential internal financial, medical, employee, or supplier information. Before starting their employment at Brainchild Property Group Inc., all individuals must sign a nondisclosure agreement in which they pledge to maintain the confidentiality and security of confidential or otherwise qualified information entrusted to them by the firm or its clients. Exceptions are granted only when authorized by the general counsel or permitted by local laws or regulations. In handling material between Brainchild Property Group Inc. and clients, employees should use reasonable efforts to keep all such information and materials confidential.

Agreements with Agencies/Consultants
When we hire agents, consultants, contractors, and other parties to work on client engagements, their actions reflect on our firm. Arrangements with these parties should be in writing using a contract that has been pre-approved by general counsel (or by other legal counsel authorized by the our office). The document should clearly describe the services to be rendered, the commission or fees to be paid, how fees are to be paid, the length of the agreement, as well as confirm the commitment that the party has to comply with all laws and regulations. Third party suppliers and service providers used by Brainchild Property Group Inc. are expected as a condition of engagement to comply with the provisions set forth in our Code of Ethics for Suppliers and Service Providers. These third party suppliers are expected in turn to communicate these standards to all applicable individuals performing services for Brainchild Property Group Inc. or our clients.

Any commissions or payments Brainchild Property Group Inc. receives that exceed the terms of a contract or agreement should be acknowledged in writing and provided to the office of general counsel. Certain clients require specific language to be included in contracts with third parties engaged to provide services on their behalf. Brainchild Property Group Inc. policy is to use our standard contracts whenever possible rather than contracts from third parties. If it is necessary to use the client’s form or to modify or add contract terms to meet a client’s requirements, the revised contract or terms must be reviewed and approved by legal counsel & Brainchild Property Group Inc. before any agreement is finalized. No individual should sign a third party contract, invoice, commitment, or authorization to start work unless authorized to do so.

Thank You,
Daniel Wayne Gard