Code of Conduct

Introduction

The success of our business is dependent on the trust and confidence we earn from our employees, clients, and partners. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct.

Keylime employees are expected to understand and comply with this Code of Conduct (”Code”). Accordingly, Keylime employees should read this Code, be sure to understand its expectations and defined requirements, to ask questions as necessary, and to report any concerns that they may have about violations or potential violations of the Code.

All reports will be taken seriously and investigated in accordance with the provisions of this Code. As stated within the anti-retaliation portions of the Code, employees who report a Code-related concern in good faith are protected, in accordance with applicable laws, from any form of retaliation.

Keylime Values

This set of values guides and shapes our daily work, interactions, and decision making. Our values are wholly interconnected and dependent on one another.

  1. Excellence. We are driven by results and work hard to achieve excellence.
  2. Flexibility. We are open to different ways of working—when, where, and how.
  3. Trust. We trust one another to uphold our obligations and these values.
  4. Humanity. We respect and value employees as whole people.
  5. Efficiency. We seek to use our own and others’ time wisely.
  6. Creativity. We favor innovation and risk.

Compliance with this Code

All employees will receive a copy of the Code and will be required to acknowledge that they have familiarized themselves with it upon hire. This acknowledgement will be renewed on an annual basis by each employee.

Employees who violate the Code or Keylime policies will be subject to discipline up to and including termination. Additionally, as the Keylime CEO and senior management deem appropriate, Code violations will be reported to appropriate law enforcement and/or regulatory officials to the extent such Code violations involve actual or potential criminal activity.

The Keylime CEO and senior management have the right to amend, modify, or revise this Code at any time with or without notice to Keylime employees or independent contractors.

Work Environment

Keylime strives to build and maintain a safe work environment and culture where we celebrate diverse backgrounds, treat everyone with respect, and value the unique lived experiences of each person. We believe that such an environment brings out the full potential in each of us which, in turn, contributes directly to our business success.

Open and Honest Communication

At Keylime everyone should feel comfortable to speak their mind, particularly with respect to ethics concerns. Supervisors have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when employees exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times.

Keylime will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. We will not tolerate retaliation against employees who raise genuine ethics concerns in good faith.

Equal Employment Opportunity

Except where required or permitted by law, employment practices shall not be influenced or affected by virtue of an applicant’s or employee’s race, color, sex, national origin, religion, pregnancy, disability, age, genetic information, military service, veteran status, ethnicity, citizenship, sexual orientation, gender identity, marital status, childbirth and related medical conditions, including lactation, or any other protected class under applicable law.

Harassment- and Bullying-Free Workplace

Keylime has zero tolerance for harassment and bullying in the workplace. Harassment can be verbal or non-verbal communication (including writing or pictures), physical conduct, threats, retaliation, or repeated small actions of micro-aggressions. It includes, but is not limited to, unwelcome sexual suggestions or comments; requests for sexual favors; other types of verbal, nonverbal or physical conduct that is discriminatory or sexual in nature; discriminatory or sexually suggestive posters, screensavers, photographs, or other displays; threatening or intimidating behavior; abusive language; comments or jokes that make others feel uncomfortable; an offensive or disrespectful tone of voice; and any other conduct that creates an intimidating, hostile, or offensive work environment. Behaviors other than these may be considered offensive in some countries. We will be sensitive to cultural differences in the countries where we work. Harassment unreasonably interferes with an individual’s work performance and can adversely affect an individual’s employment opportunities. It damages the victim’s self-esteem and confidence and can even have long-lasting physical or mental health consequences.

Bullying is behavior which is: repeated, hurtful, abuses power, and intentional. It can include belittling or excluding someone; picking on a person; criticizing them publicly or unreasonably; or shouting at someone. Like harassment, it can take place in a physical location or online. Like harassment, bullying is bad for the individual, bad for the work environment, and bad for Keylime. Bullying and harassment can be one-on-one or involve people ganging up on an individual to make them feel belittled or excluded.

Safeguarding Children

All Keylime employees, contractors, subcontractors, and vendors are required to comply with the Child Safeguarding Policy and the procedures below when working on projects, programs, or assignments that may put them in direct or indirect contact with children. This includes occasions where Keylime employees may be helping our clients to design, evaluate, or implement projects or programs that are likely to include or involve children. Keylime personnel must abide by the following child safeguarding core principles whenever they encounter a child or children as part of their Keylime-related work:

  1. Ensure they are complying with all applicable host country and local child welfare and protection laws, or international child welfare and protection standards if those give greater protection to children, as well as with any applicable U.S. child protection or reporting laws.
  2. Consider child safeguarding in project planning and implementation to determine potential risks to children that are associated with the project’s activities and operations.
  3. Apply measures to reduce the risk of child abuse, exploitation, or neglect. This may include, but is not limited to:
    1. Limiting any unsupervised interactions with children;
    2. Requiring at least one other adult be in the same room as Keylime personnel and a child or children;
    3. Prohibiting children from being exposed to pornography of any kind;
    4. Complying with all applicable host country, local, U.S. or international laws, regulations, or customs regarding the photographing, filming, or other image-generating activities of children.
  4. All Keylime personnel are strictly prohibited from engaging in any form of child abuse, exploitation, or neglect. Keylime personnel are prohibited from engaging in any sexual activity with any person under the age of 18, regardless of local age of consent or majority laws.
  5. Promote child-safe screening procedures for personnel, particularly personnel whose work for Keylime brings them in direct contact with children;
  6. Comply with Keylime’s (and/or its clients’) procedures for recognizing child abuse, exploitation, or neglect;
  7. Report any allegations or concerns of child abuse, exploitation, or neglect that you are aware of in accordance with Keylime’s reporting procedures.

If an employee has reason to suspect, are aware of, or receive an allegation of child abuse, exploitation, or neglect in violation of the Code or any applicable international, U.S., host country, and/or local child welfare and protection laws or standards, they must report such conduct or allegation immediately to their supervisor or the CEO.

They may also contact the USAID Office of the Inspector General, Office of Investigations (OIG/I) directly via phone at 1-800-230-6539 or 202-712-1023, email at ig.hotline@usaid.gov, or by completing an online form at oig.usaid.gov/complainant-select.

Keylime will investigate all reports of suspected child abuse, exploitation, or neglect that it receives and take any remedial action it deems appropriate, including, but not limited to, disciplinary action (including and up to termination), notifying law enforcement, governmental investigatory agencies, and/or child protection authorities. Keylime personnel also may be subject to possible criminal charges or other legal action depending on the nature of the violation and applicable laws. Keylime strictly forbids any personnel from retaliating against any person who raises or reports any child safeguarding concerns or allegations.

Anti-Trafficking

Keylime is committed to a work environment that is free from human trafficking which includes forced labor and unlawful child labor.

Keylime will not tolerate or condone human trafficking in connection with any of its global operations. This applies to anyone employed or providing services to Keylime, including but not limited to employees, vendors, independent contractors, and others. Our policy prohibits:

  • Any form or manner of coercion, debt bondage, forced labor or involuntary servitude regarding any attempted or actual trafficking in persons
  • Engaging in sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform is less than 18 years of age
  • Recruiting, harboring, transporting, transferring, providing, or obtaining a person for involuntary or forced labor or services through the use of fraud, coercion or actual or threatened force
  • Any commercial sex acts in connection with their work
  • Sexual exploitation and abuse in all forms
  • Procuring commercial sex acts
  • Destruction, concealment, confiscation, or otherwise denial of employee’s access by an employee to the employee’s identity or immigration documents, such as passports or drivers’ licenses
  • Destroying, concealing, confiscating or otherwise denying employees access to their identity or immigration documents
  • Deliberate use of any misleading or fraudulent practices during the recruitment of employees or offer of employment, such as misleading information about recruitment costs or about the hazardous nature of the work to be performed in another country
  • Deliberate use of recruiters that does not comply with local labor laws of the country in which the recruiting takes place
  • On its own or through recruiters, using misleading statements or fraudulent practices to recruit prospective employees, including materially misrepresenting terms and conditions of employment such as wages and fringe benefits, work location, living conditions, housing costs provided or arranged by any significant costs to be incurred by the employee, or failing to disclose hazardous conditions of the work to be performed
  • Failing to provide legally or contractually required return transportation, or payment for the cost of such return transportation upon the end of employment for an employee who was brought by or on behalf of Keylime into another country for the purpose of work
  • Failing to provide or pay for the cost of return transportation after the end of an assignment when legally required Providing or arranging housing that fails to meet the host country housing and safety standards
  • Failing to provide a legally and contractually compliant employment contract, recruitment agreement, or other work document in writing, if required by law of the country or contract
  • Charging employees recruitment fees

For more information, please see the Company Combating Trafficking in Persons and Protection from Sexual Exploitation and Abuse (PSEA) Policy.

Conflicts of Interest

Preventing Personal Conflicts of Interest

Keylime’s success depends upon our ability to make objective, prudent decisions, and to act with integrity. An actual or apparent conflict of interest occurs when an individual’s personal interest biases his or her professional judgement. Employees must not put themselves in a position where decisions or actions would be influenced by outside employment/directorships, or close personal or family relationships. Keylime employees are responsible for assisting the Company to prevent conflicts of interest based on bias by promptly and fully informing a supervisor or the CEO of any situation that may appear to be a potential conflict of interest or to raise any questions or concerns regarding personal conflicts of interest.

The following are common examples of potential personal conflicts of interest that should be disclosed to a supervisor or the CEO:

  • Outside Employment: Holding a second job while working full-time for Keylime that affects your ability to do your regular job.
  • Financial Interest: Owning a financial interest in a business that competes with or seeks subcontracts or purchase orders from Keylime.
  • Board Memberships: Serving on the board of a competitor, client, supplier, or other service provider.
  • Employment of Relatives and Friends: Hiring or supervising a friend or relative. Awarding or overseeing a subcontract, purchase order, or grant to an entity that is owned by or employs a friend or relative.
  • Gifts and Entertainment: Soliciting or accepting any cash, gifts, loans, entertainment, or benefits that are more than modest in value from any competitor, subcontractor, vendor, or grantee.
  • Proprietary Information: Keylime employees are often entrusted with proprietary information that must not be used for personal gain.

Preventing Organizational Conflicts of Interest

Keylime plays by the rules. We take pride in competing fairly and performing top-quality work, untainted by conflicting roles or unfair advantages. Appearances are important when anticipating and managing a conflict of interest. Employees’ intuition is a useful guide in how to respond to possible bias or an unfair advantage. Employees should act immediately so that quick action can be taken to limit any conflict or appearance of a conflict. All employees are responsible for assisting Keylime to prevent conflicts of interest based on unfair advantage by promptly and fully informing a supervisor or the CEO of any situation that may appear to be a potential organizational conflict of interest, or to raise any questions or concerns regarding conflicts of interest. Employees must adhere to all commitments made to our clients and partners in regards to non-disclosure agreements and the handling of non-public information.

The following are common examples of potential organizational conflicts of interest that should be immediately disclosed or discussed with a supervisor or the CEO:

  • Access to Procurement-Sensitive Information: Nonpublic information related to a competitive solicitation, such as draft terms of reference/statements of work and client budgets may be considered an unfair advantage and must not be accepted or accessed. Similarly, Keylime procurement-sensitive information associated with subcontracts and grants must also be protected from disclosure to assure a fair and trustworthy solicitation process.
  • Designing or Developing Activities for Clients: Providing input directly into a competitive solicitation may lead to perceptions that the activity is designed to favor Keylime.
  • Evaluating Our Own Performance: Evaluations should be conducted by a third party to assure objectivity.
  • Proprietary or Business-Sensitive Information of Competitors: Information on our competitors, including proposal budgets, indirect cost rates, salaries, and technical approaches must not be asked for and if received inadvertently, must be protected from further exposure.

Compliance with Laws

Keylime is committed to complying with all applicable federal, state, and local laws. The Company’s commitment to integrity begins with complying with laws, rules, and regulations where we do business. Every employee must, to the extent practicable, have an understanding and working familiarity of the policies, laws, rules, and regulations that apply to their specific roles. Any employee who is unsure of whether a contemplated action is permitted by law or company policy should seek the advice of their supervisor or the CEO.

It is the responsibility of every employee to prevent violations of law and to speak up if he/she sees possible violations. Some of the laws that are more pertinent to Keylime are discussed below.

Bribes

It is a criminal offense to give, offer, or promise to give money or anything else of value to a US Government official in order to influence official action or as a gratuity for or because of any official act performed or to be performed by an official.

Anti-Kickback Act

US law prohibits giving or accepting any kickback in connection with a US Government contract or subcontract. A kickback is any money, fee, commission, credit, gift, gratuity, thing of value, loan, entertainment, service or compensation of any kind that is provided to any prime contractor or subcontractor (or an officer, employee, or agent) for the purpose of improperly obtaining or rewarding favorable treatment in connection with a US Government-funded prime contract or subcontract.

Foreign Corrupt Practices Act

It is important for Keylime to maintain our record of integrity and the company’s reputation both in the U.S. and abroad. Like any U.S. company that does business overseas, Keylime, its employees, subsidiaries, affiliates, customers, contractors, vendors, and suppliers may be subject to the U.S. Foreign Corrupt Practices Act (“FCPA”). The FCPA generally prohibits payments by companies and their representatives to foreign government and quasi-government officials to secure business.

Violations of the FCPA can result in severe penalties to Keylime as well as to individuals involved in the violation. FCPA violations can also damage the company’s reputation and ability to conduct business.

FCPA strictly prohibits the use of bribes or illegal payments to any non-U.S. official, political party or political candidate to obtain or retain business or other improper advantage. Actions generally prohibited under the FCPA include the following:

  1. Illegal or questionable customer rebates;
  2. Commercial bribes and kickbacks;
  3. Financial transactions that involve manipulation of sales, earnings, or other financial data;
  4. Use of interstate commerce to pay or facilitate payment to any non-U.S. government official, political party or political candidate; and
  5. Keeping inaccurate books and records that attempt to disguise or conceal illegal payments. In addition, the use of any third-party agents or intermediaries to facilitate any of the illegal payments or actions described above is strictly prohibited.

Keylime encourages employees to raise questions and to report any concerns they may have about transactions abroad that appear to violate its FCPA policy to a supervisor or the CEO.

False Claims Act

The False Claims Act is a federal law that prohibits any person or organization from knowingly presenting false claims for payment to an agency of the U.S. Government. “Knowingly” includes having actual knowledge that a claim is false or acting with “reckless disregard or deliberate ignorance” as to whether a claim is false.

For the most part, a “claim” is considered an invoice presented to the client for services the Company provided. Examples of potential false claims include knowingly billing for services that were not provided, submitting inaccurate or misleading claims for actual services provided, or making false statements to obtain payment for services. The presentment of false claims to the U.S. Government can lead to civil and/or criminal penalties.

Keylime makes every effort to comply with the federal False Claims Act by having compliance protocols that include systems to ensure the integrity and quality oversight of its billing to the U.S. Government. Keylime requires all employees to adhere to the requirements of the False Claims Act by ensuring that that all timesheets and similar records used for preparing invoices and all invoices are accurate, complete and reflect actual work performed. This means that the services provided comply with contract requirements, hours billed reflect actual hours worked, all employees are properly trained and qualified, all qualifications are current, and records demonstrating employee qualifications are complete and up to date.

Record Keeping

Keylime is fully committed to maintaining accurate business records and to protecting Company funds and assets. The Company maintains a system of internal controls that ensures compliance with applicable laws and regulations, and that promotes the full, accurate, and timely disclosure of information in the Company’s reporting to internal management, external auditors, and external parties including regulatory and governmental authorities.

All Company financial reports, accounting records, commercial reports, risk reports, timekeeping, expense accounts, and other documents must accurately and clearly represent the relevant facts or the true nature of the transaction. Improper or fraudulent time reporting, accounting, documentation, or financial reporting are contrary to Company policy and may also be in violation of applicable laws.

In the normal course of performing their jobs, employees frequently receive, create, and transact with Company records. Company business records must always be accurate and reliable and reflect the financial transactions of the Company to properly manage our business and report the financial results of Company operations. No entry will be made on Company books and records which intentionally hides, or disguises, the true nature of any transaction.

There is no excuse for a deliberately false or misleading report or record. Employees are required to properly maintain any and all records, to ensure that they are properly filed, labeled and secured, and that access is appropriately limited to those with a business need to access the records.

Financial Records

Keylime must maintain accurate financial records of its business transactions and must ensure proper reporting to auditors of its financial results. To the extent that employees create, handle, or are otherwise involved in the handling of financial records, they must ensure that the records are accurate, properly maintained, and appropriately represented in internal and/or external financial disclosures.

Employees are forbidden to use, authorize, or condone the use of “off the books” bookkeeping, secret accounts, un-recordable bank accounts, “slush” funds, falsified books, or any other devices that could be utilized to distort records or reports of the Company’s true operating results and financial condition.

Protecting Information and Data

Keylime employees must be vigilant in protecting proprietary and confidential information obtained in the performance of Keylime’s work. Any information which, if released, would have an adverse impact on an individual’s privacy or a business/organization’s competitiveness, or on client programs or their foreign relations, is considered proprietary or confidential and must be controlled and restricted. Examples include proprietary or confidential information, nonpublic procurement-sensitive information, financial reports, financial performance documents, financial plans, medical and personal information, and Keylime or client proposal details. Employees may not disclose any nonpublic information related to a client, implementing partners, or beneficiaries for any reason. If employees need to send confidential information outside Keylime, they must use appropriately encrypted emails or websites. Sharing such information outside of Keylime may require CEO approval or a nondisclosure agreement.

Reporting Concerns or Violations

If you have reasonable grounds to believe that an ethics violation has occurred, or will occur, then report the matter to a supervisor or the CEO. Keylime will investigate all allegations of suspected ethics violations. Employees who wish to report a Code concern anonymously may report it online here.

The willingness of employees and the understanding of the need to report concerns is essential to the enforcement of this Code. It is all employees’ duty to raise breaches of this Code to management’s attention. Failure to notify management may itself, in some circumstances, be a basis for disciplinary action. Accordingly, anyone may submit a responsible concern or complaint regarding ethics or compliance without fear of dismissal or retaliation of any kind. Keylime will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any person in terms and conditions of employment based upon any lawful actions that person may take in making a good-faith report of ethics or compliance concerns.

Revised March 1, 2024