Conflict of Interest Policy

Organization: Igzibo Engineering Solutions, Inc.
Version: 1.1
Status: Living policy
Effective Date: September 16, 2026
Owner: Igzibo Engineering Solutions, Inc.
Review Cycle: At least annually and after material organizational, ownership, business, or legal changes.

1. Purpose

This policy establishes requirements for identifying, disclosing, evaluating, and managing conflicts of interest involving Igzibo Engineering Solutions, Inc.

The goal is to ensure that business decisions are made based on legitimate organizational and client interests rather than undisclosed personal, financial, or competing interests.

2. Scope

This policy applies to:

• Employees.
• Contractors.
• Consultants.
• Officers and directors where applicable.
• Recruiters.
• Project managers.
• R&D personnel.
• Personnel involved in procurement or vendor selection.
• Other representatives acting for Igzibo.

Definitions

Conflict of Interest: A situation in which personal, financial, professional, family, or other interests could improperly influence, or reasonably appear to influence, duties performed for Igzibo.

Igzibo: Igzibo Engineering Solutions, Inc.

Potential Conflict: A circumstance that could develop into a conflict if circumstances change.

Related Party: A person or organization with a personal, family, financial, ownership, employment, or other relationship that could affect an individual's objectivity.

Representative: A person authorized to act for or on behalf of Igzibo.

R&D (Research and Development): Activities involving research, experimentation, prototyping, engineering investigation, or development of new or improved products, services, methods, or technologies.

4. General Requirement

Personnel must act in Igzibo's legitimate business interests while performing authorized duties.

Actual, potential, and apparent conflicts must be disclosed promptly.

A disclosed conflict is not automatically prohibited. Igzibo will determine whether the conflict can be managed, requires restrictions, or requires the person to withdraw from the activity.

5. Examples of Conflicts

Potential conflicts may include:

• Ownership or financial interest in a vendor being evaluated by Igzibo.
• Outside employment that interferes with Igzibo responsibilities.
• Providing services to a competitor where restricted by contract or where the activity creates a material conflict.
• Directing Igzibo business to a related party.
• Hiring or supervising a close personal relationship without appropriate disclosure.
• Recruiting a person with whom the recruiter has a significant personal or financial relationship.
• Accepting benefits from a vendor seeking business.
• Using confidential Igzibo or client information for personal benefit.
• Using an Igzibo opportunity for personal business.
• Performing work for multiple clients where confidentiality or contractual restrictions could conflict.

These examples are not exhaustive.

6. Recruiting and Staffing

Recruiting personnel must disclose relationships that could affect candidate placement or client decisions.

Personnel must not:

• Favor a candidate for an undisclosed personal reason.
• Manipulate candidate information for personal benefit.
• Accept undisclosed compensation from a candidate or client.
• Direct candidates to a particular opportunity for an unauthorized personal benefit.
• Use candidate information for unrelated personal purposes.

Recruiter commissions and referral arrangements must be transparent, authorized, and consistent with applicable agreements.

7. Vendors and Procurement

Personnel involved in vendor selection or purchasing must disclose relevant interests.

A person with a material conflict should not make or control a decision when the conflict cannot be appropriately managed.

Vendor relationships must not be structured to conceal personal benefits.

8. Clients and Projects

Personnel working with multiple clients must protect each client's confidential information and follow contractual restrictions.

Personnel must not use information obtained from one client to benefit another client unless authorized.

Potential conflicts between client obligations must be escalated promptly.

9. R&D and Intellectual Property

R&D personnel must disclose relevant interests involving:

• Outside research.
• Patents.
• Startups.
• Open-source projects.
• University or research affiliations.
• Competitors.
• Third-party technology.
• Personally owned intellectual property.

Potential conflicts must be evaluated before confidential or proprietary information is transferred between organizations or projects.

10. Gifts and Benefits

Personnel must not accept or provide benefits that could improperly influence a business decision.

Gifts and hospitality involving government personnel require particular caution.

Additional requirements are established by the Code of Business Conduct and Ethics and Anti-Bribery and Anti-Corruption Policy.

11. Outside Activities

Outside activities may be permitted when they:

• Do not interfere with Igzibo duties.
• Do not misuse Igzibo resources.
• Do not misuse confidential information.
• Do not violate client or contractual restrictions.
• Do not create an unmanaged conflict.

Personnel should disclose an activity when there is reasonable uncertainty about whether it creates a conflict.

12. Disclosure Process

A conflict disclosure should identify:

• The nature of the relationship.
• The affected business activity.
• The parties involved.
• Any financial or personal interest.
• The potential impact.
• Existing safeguards.

Igzibo may request additional information to evaluate the situation.

13. Management of Conflicts

Possible controls include:

• Disclosure.
• Recusal.
• Separation of duties.
• Independent review.
• Access restrictions.
• Reassignment.
• Contractual restrictions.
• Termination of the conflicting activity.

The control should be proportionate to the risk.

14. Confidentiality

Conflict disclosures may contain personal, financial, or business-sensitive information.

Information should be shared only with people who need it to evaluate or manage the conflict.

15. Non-Retaliation

Igzibo prohibits retaliation for making a good-faith conflict disclosure or participating in an authorized review, subject to applicable law.

16. Enforcement

Failure to disclose or appropriately manage a material conflict may result in corrective action, removal from an activity, contractual remedies, employment action where applicable, or termination of a business relationship.

17. Exceptions

Exceptions require documented authorization and must identify the conflict, rationale, safeguards, duration, and approving authority.

No exception authorizes unlawful conduct.

18. References and Research Basis

This policy is intended to operate with the Code of Business Conduct and Ethics and Anti-Bribery and Anti-Corruption Policy.

Where international business activities involve potential anti-corruption concerns, Igzibo should consider applicable guidance including the U.S. Department of Justice and U.S. Securities and Exchange Commission FCPA Resource Guide

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