Calder Associates Code of Ethics

AS ADAPTED FROM THE INTERNATIONAL BUSINESS BROKERS ASSOCIATION

This Code of Ethics is used by all Intermediaries and Business Brokers, as well as other professional and support staff of Calder Associates as a means of establishing uniform ethical practices when providing merger and acquisition or business brokerage services for our clients and customers.

While the Code of Ethics establishes obligations that may be higher than those mandated by law, in any instances where the Code of Ethics and the law conflict, the obligations of the law must take precedence.

PREAMBLE

Intermediaries and Business Brokers and the Association support entrepreneurship, and that the investment risks of owning a business deserve a straightforward professional and honest presentation to both seller and buyer. This Code of Ethics imposes obligations beyond those of ordinary commerce. Intermediaries and Business Brokers should be zealous in maintaining and improving ethical practices and sharing with their fellow Intermediaries and Business Brokers a common responsibility for integrity and honor in their business transactions.

In recognition and appreciation of their obligations to clients, customers, the public, and each other, Intermediaries and Business Brokers should continuously strive to become and remain informed on issues affecting the sale of businesses, and willing to share their experience with others. Intermediaries and Business Brokers should strive to eliminate practices which may damage the public or which might discredit or bring dishonor to the mergers and acquisition or business brokerage profession.

Intermediaries and Business Brokers should urge sole and exclusive representation of clients, not attempt to gain any unfair advantage over competitors, and refrain from making unsolicited comments about other practitioners. Intermediaries and Business Brokers should pledge to observe the spirit of this Code of Ethics in all of their activities and to conduct their business in accordance with the tenets set forth below:

Article 1

Intermediaries and Business Brokers should avoid exaggeration, misrepresentation, or concealment of pertinent facts relating to properties and business transactions; however, nothing herein shall be construed to obligate Intermediaries or Business Brokers to discover latent defects, to advise on matters outside the scope of their expertise, or to disclose facts which are confidential under the scope of agency duties owed to their clients.

Article 2

Intermediaries and Business Brokers should make a reasonable effort to protect the public and all parties in a transaction against fraud, misrepresentation, or unethical practices in the area of business opportunity transactions.

Article 3

Intermediaries and Business Brokers should not discourage or prevent customers and clients from seeking the services of attorneys, accountants or other professional advisors.

Article 4

Business Brokers should keep in a special bank account, separated from their own funds, monies coming into their possessions in trust for other persons.

Article 5

Intermediaries and Business Brokers should obtain terms and conditions of agreements in writing regarding business opportunity transactions and ensure that copies of such agreements are given to all parties involved.

Article 6

Intermediaries and Business Brokers, in accepting employment as agents, should pledge to protect and promote the interests of their clients. This obligation of absolute loyalty and honesty to the client’s interest is primary, but it does not relieve Business Brokers from the obligation of dealing fairly with all parties to business opportunity transactions.

Article 7

Intermediaries and Business Brokers accepting compensation from more than one party, should make disclosure to the principals of the transaction.

Article 8

Intermediaries and Business Brokers serving as both an agent and principal, should disclose the duel agency relationship to the principals of the transaction.

Article 9

Intermediaries and Business Brokers having an present or contemplated interest concerning a business property or its value should disclose such interest to the principals of the transaction.

Article 10

Intermediaries and Business Brokers, acting as an agent, accepting any commission, rebate, or profit due to expenditures made on behalf of the principal should disclosure and obtain consent from the principal.

Article 11

Intermediaries and Business Brokers undertaking to provide specialized services concerning a type of property or a service outside their field of competence should disclose such facts, or engage the assistance of one who is competent on such types of property or service. Any persons engaged to provide such assistance should be so identified to the client and their contribution to the assignment should be set forth.

Article 12

Intermediaries and Business Brokers should only advertise business opportunities as being for sale when they have written authority. All offerings or promotions of business opportunities should reflect the terms consistent with those in writing with the client.

Article 13

All written offers will be submitted to the client unless otherwise directed by the client.

Article 14

Intermediaries and Business Brokers will not engage in the practice of disclosing the terms of one buyer’s offer to another buyer.

Article 15

Intermediaries and Business Brokers shall not deny equal access of professional services to any person for reasons of race, color, religion, sex, handicap, familial status, or national origin.

Intermediaries and Business Brokers shall not be a party to any plan or agreement to discriminate against a person or persons on the basis of race, color, religion, sex, handicap, familial status, or national origin.