ACE MARKETING AND PROMOTIONS, INC.
CODE OF BUSINESS CONDUCT

I. General Guidelines and Policies for Corporate Conduct

 The following general principals and rules broadly apply to all employees regardless of the position he or she holds with Ace Marketing and Promotions, Inc. (hereinafter “Ace Marketing” or the “Corporation”).

  1. Employees should always conduct all aspects of the Corporation’s business in an ethical and legal manner.
  2. Any employee in a supervisory role is responsible for the conduct of employees reporting to him or her.
  3. The conduct of each employee with customers, distributors, the general public, the media and other employees must reflect the highest standards of honesty, integrity and fairness.
  4. Employees must always cooperate fully in any investigation of misconduct.

It is the personal responsibility of each director, employee and agent of the Corporation to adhere to the standards and restrictions, whether imposed by law or the Code of Business Conduct, applicable to his or her assigned duties and responsibilities and to conduct himself or herself accordingly. Such standards and restrictions require each director, employee and agent to avoid any activities which would involve the Corporation in any practice which is not in compliance with the Code of Business Conduct. Any director, employee or agent who does not adhere to such standards and restrictions is acting outside the scope of his or her employment, responsibilities or agency.

 

II. Discrimination and Harassment

 

The Corporation is committed to providing equal opportunity in all aspects of employment. Abusive, harassing or offensive conduct by any officer or employee is unacceptable, whether verbal, physical or visual. Directors, officers, and employees should report any potential incident of harassment to the Human Resources department or the Chief Executive Officer when it occurs.

 

IT IS THE POLICY OF THE CORPORATION NOT TO DISCRIMINATE AGAINST EMPLOYEES, SHAREHOLDERS, DIRECTORS, CUSTOMERS OR SUPPLIERS ON ACCOUNT OF RACE, COLOR, AGE, SEX, RELIGION OR NATIONAL ORIGIN EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. ALL OF SUCH PERSONS SHALL BE TREATED WITH DIGNITY AND RESPECT AND THEY SHALL NOT BE UNREASONABLY INTERFERED WITH IN THE CONDUCT OF THEIR DUTIES AND RESPONSIBILITIES.

III. Business Information and Records

Employees shall always record information accurately, honestly and in accordance with all relevant accounting, recordkeeping and document retention standards. No employee is ever authorized to knowingly enter or maintain false or misleading information in corporate books, records or reports. At the same time, no circumstances justify the keeping of “off-the-books” accounts in any form, particularly accounts established to facilitate or disguise questionable or illegal payments.

Employees in possession of corporate records are responsible for the use and safekeeping of such records and shall take all reasonable and prudent measures to safeguard the privacy of employees and other individuals with respect to personal information contained in such records.

Employees shall safeguard all confidential or proprietary interests of the Corporation in its business and financial information, as well as confidential information of other third parties which has been entrusted to the Corporation for its use.

IV. Conflicts of Interest

Employees shall avoid any situation in which the employee’s personal interests conflict with those of Ace Marketing and Promotions, Inc. Employees shall take every reasonable step to promptly disclose any business or financial interest or relationship of any employee (including his or her immediate family or household), which might interfere with the ability of the employee to pursue the best interests of the Corporation.

For instance, employees who purchase goods or services on behalf of the Corporation must exercise great care to preserve their independence in dealing with vendors. Generally, no employee should receive any payment or anything of value in exchange for a purchasing decision, except for token gifts of nominal value (e.g., a calendar, umbrella, baseball cap or other promotional-type items). The Chief Executive Officer (CEO) of the Corporation should be contacted to resolve any doubts concerning the application of this or any other guideline.

Finally, an employee may not serve on the decision-making or rule-making panel of any local, state or federal regulatory or advisory body whose rules or decisions have application to the Corporation’s business activities without first disclosing such relationship and receiving the specific approval of the CEO of the Corporation.

V. Fair Dealing, Gifts, Bribery, and Improper Payments

Each employee, officer, and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public, and one another at all times and in accordance with ethical business practices. No individual should take unfair advantage of any group or individual through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. No bribes, kickbacks, or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. The Company and any employee, officer, or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

Under federal and many state and local laws, it is unlawful for the Corporation or any of its employees to give a public official a gift or anything of value to influence the public official to take official action, or in appreciation for any official act that the public official may take.

The following rules should govern the conduct of all employees of Ace Marketing and Promotions, Inc. when dealing with any public official.

Rule 1:
No gift of cash money should ever be given to or for the benefit of a public official.

Rule 2:
No gifts, services, special treatment or entertainment shall be given, either directly or indirectly, to any public official to influence or induce the public official to take or refrain from taking an official act.

Rule 3:
No gifts, services, special treatment or entertainment shall be given, directly or indirectly, to any public official in appreciation for official acts the public official has taken or may take in the future on behalf of the Corporation.

Rule 4:
Public officials who, directly or indirectly, demand or request gifts, services, special treatment or entertainment, should be courteously refused. All such demands or requests by a public official should be immediately reported.

The federal Foreign Corrupt Practices Act (the “FCPA”) makes it a crime to bribe a foreign government official, foreign political party, party official or candidate for foreign political office for the purpose of obtaining, retaining or directing business to the Corporation. Under the FCPA, it is unlawful, except under very limited circumstances, for the Corporation or any of its employees or representatives to give anything of value to a foreign official to obtain, retain or direct business to the Corporation. Any questions regarding dealings with foreign officials should be referred to the Board of Directors of the Corporation.VI. Compliance with Antitrust and Anti-Collusion Laws.All employees of Ace Marketing and Productions, Inc. must be aware of and comply with the antitrust laws. In this connection, Ace employees must understand that the antitrust laws prohibit not only actions and discussions designed to fix prices or arrange market shares, but also prohibit certain other concerted actions by competitors. These kinds of actions can result in criminal and civil penalties both for the individual involved and for Ace Marketing and Productions, Inc. and are strictly prohibit

your coll employees of Ace Marketing and Productions, Inc. must be aware of and comply with the antitrust laws. In this connection, Ace employees must understand that the antitrust laws prohibit not only actions and discussions designed to fix prices or arrange market shares, but also prohibit certain other concerted actions by competitors. These kinds of actions can result in criminal and civil penalties both for the individual involved and for Ace Marketing and Productions, Inc. and are strictly prohibited. The following are some examples of actions prohibited by the antitrust laws:
1.     Agreeing with a competitor to divide customers or territories or rig bids.
2.     Agreeing with a competitor that both companies will jointly cease doing business with a customer unless the customer takes certain actions.
3.     Engaging in unfair methods of competition, which include making false statements about a competitor’s products and making false or misleading advertising claims.

VII. Trading in Company Stock by Employees

A. General restrictions against insider trading: No employee, officer or director shall purchase or sell Ace Marketing and Promotions, Inc.’s stock or exercise company options while in the possession of material, non-public information (MNPI) concerning the Corporation. In general, information will be considered “material” if a reasonable investor would consider it important in making his or her investment decision. Such information would include, for example, earnings results, acquisitions, divestitures, or pending changes in management or control.

B. Blackout Periods: In addition to the general prohibition against trading in company stock and options while in the possession of MNPI, the Corporation has a policy prohibiting all employees, officers and directors from buying or selling stock or exercising company options, during company “black-out” periods.

VIII. Political Activity

Ace Marketing and Promotions, Inc. encourages all of its employees to vote and to otherwise participate fully in the political process. All contributions of cash or other things of value given by an employee to any political candidate, campaign, party or ballot initiative must be made from such employee’s personal funds and must not be reimbursed by the Corporation or any of its officers in any form. No employee may solicit contributions to any political candidate, campaign, party or ballot initiative from any other employee, without regard to where such solicitation takes place.

IX. Reporting Requirements

It is the responsibility of every director, officer, and employee of Ace Marketing and Promotions, Inc. to immediately report to the Chief Executive Officer, illegal, unethical or other improper conduct of which he or she has knowledge, including any violation of this Code of Business Conduct, whether the improper conduct was committed by an employee of the Corporation, an employee or official of any level of government, or any other individual or business entity.

X. Disciplinary Action

Appropriate disciplinary action will be taken promptly against any director, officer or employee, determined to have violated any applicable federal, state or local law or regulation, or Ace Marketing and Promotions, Inc., Inc.’s Code of Business Conduct or any future version of this Policy and Code.

Among other things, directors, officers and employees of the Corporation may be disciplined for:

  • Committing, authorizing, or directing an illegal act.
  • Failing to exercise proper compliance oversight or tolerating illegal conduct, if acting as a supervisor of another employee of the Corporation.
  • Failing to report illegal business conduct of which he or she directly knows or observes.
  • Discouraging another director, officer, or employee from reporting a violation of law or of this Code of Business Conduct.
  • Improperly disclosing the identity of a person who reports a violation of this Code of Business Conduct.
  • Retaliating or condoning retaliation against any director, officer, or employee of Ace Marketing and Promotions, Inc. who reports such a violation.

As examples, the following are not valid excuses for failing to comply with the law and/or the Code of Business Conduct and, as such, will not avoid disciplinary measures under this Code:

  • “A supervisor demanded that I do the illegal, unethical or improper act.”
  • “I thought the conduct was standard practice in our business.”
  • “It was a business necessity because it would have cost more to act properly.”
  • “I misinterpreted the law or this code and did not seek the advice of the General Counsel.”

XI. Other Laws

All directors, officers or employees shall comply fully with all laws affecting the business of the Corporation. As stated herein, the consequences to the Corporation and its directors, officers and employees of any departure from this policy can be very serious. If a criminal violation has occurred, the Corporation will take appropriate steps to stop the criminal conduct and to prevent such conduct from reoccurring. Furthermore, this Code of Business Conduct does not attempt to summarize all of the many laws that govern the conduct of the Corporation’s business. These include, for example, labor laws, prohibitions against unlawful discrimination, environmental legislation, land use restrictions, trademark and copyright laws, tax regulations and others, many of which are addressed in the Ace Marketing and Promotions, Inc. Employee Handbook.

 

XII. Miscellaneous Provisions
The Code of Business Conduct is not an express or implied contract of employment and does not create any contractual rights of any kind between Ace Marketing and Promotions, Inc. and its employees. In addition, all employees should understand that the Code of Business Conduct does not modify their employment relationship, whether at will or governed by contract. This Code of Business Conduct is intended to clarify each employee's existing obligation for proper conduct.  Ace Marketing and Promotions, Inc. reserves the right to amend, alter, or terminate the Code of Business Conduct or the policies at any time for any reason. The most recent version of this Code of Business Conduct may be found on the Ace Marketing and Promotions, Inc. web site located at http://www.acemarketing.net.