Code of Business Conduct

  
Captaris is committed to being a great company where our working environment and our daily interactions reflect our core values.  In order for us to be successful, all Captaris associates must act ethically, in compliance with applicable laws and in the interests of Captaris.  This Code of Business Conduct applies to associates, officers and directors of Captaris and any subsidiaries or affiliates of Captaris.  It sets forth ethical principles and business practices that guide our company.  It also describes the methods for reporting violations of the Code of Business Conduct or other compliance concerns.  The Code of Business Conduct does not address every situation or issue that you may encounter as a Captaris associate.  If you have any questions about this Code of Business Conduct or need guidance regarding a particular situation or issue, please speak to your manager, another representative of management, the Vice President of Human Resources, the General Counsel or the Chief Financial Officer.

Purpose of the Code of Business Conduct

Captaris associates interact with a variety of people and organizations, including co-workers, customers, business partners, vendors and members of our communities.  We are committed to handling all of these interactions with integrity, in an ethical manner and in compliance with applicable laws and regulations.  It is the responsibility of every Captaris associate to read and follow this Code of Business Conduct.

Standards of Business Conduct

Complying with applicable laws and regulations

All associates must comply with all applicable laws, regulations, rules and regulatory orders.  Associates located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each associate, agent and contractor must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to be able to recognize potential dangers and to know when to seek advice from the General Counsel on questions regarding the application or interpretation of law.

Avoiding conflicts of interest

Associates are expected to use their judgment to act at all times in the best interest of Captaris and to avoid conflicts of interest.  A "conflict of interest" occurs when an individual's private interest interferes in any way—or even appears to interfere—with the interests of the Company as a whole. A conflict situation can arise when an associate takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an associate or a member of his or her family receives improper personal benefits as a result of his or her position in the company.  If you have any questions as to whether or not a certain action represents a conflict of interest, contact the Human Resources Department or our General Counsel.

Examples of conflicts of interests include:

• Sharing company information, trade secrets, R&D projects, or any other competitive information or insider information.
• Accepting outside employment with a company supplier, partner, customer or competitor.
• Taking part in any direct or indirect activity that enhances or supports a competitor’s position.
• Serving as a director of any company that competes with the Company.
• Supervising, approving or auditing the work of a relative or significant other.
• Conducting business with another company or agency with whom a relative or significant other has a significant role.
• Accepting gifts, meals or other forms of entertainment that go beyond normal business courtesies.
• Offering or accepting money, favors or other compensation from partners, customers or suppliers to influence, obtain or retain business.
• Engaging in “side deals” with a partner, customer or supplier.

With respect to gifts and entertainment, associates are to use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings.  Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver's and/or receiver's policies on the matter, and be consistent with local custom and practice.  We do not solicit gifts, entertainment, or favors of any value from persons or firms with which Captaris actually or potentially does business.  Nor do we act in a manner that would place any vendor or customer in a position where he/she may feel obligated to make a gift, provide entertainment, or provide personal favors in order to do business or continue to do business with Captaris.  Captaris has adopted and published specific guidelines for disclosure of gifts or services received by Captaris associates from customers, suppliers, competitors or business partners.

Recordkeeping, reporting and financial integrity

Captaris’s books, records, accounts and financial statements must be maintained in appropriate detail, must properly reflect our transactions and must conform to applicable law and our system of internal controls.  Our public financial reports must contain full, fair, accurate, timely and understandable disclosures as required by law.  Further, records such as orders, time sheets, employment applications, associate status forms, accounting records and payroll data must be completed truthfully, accurately and efficiently to the best of your knowledge and abilities.

Competing for business in an ethical manner

Captaris competes for business in a dynamic and demanding market. Our approach to our market is to compete aggressively but fairly.  Our goal is clear: to obtain business on the merits of our products, services and people.  We do this by adhering to certain competitive principles:

• We will not misrepresent our products and services under any circumstances, even if it means losing a sale.
• Where silence about a key piece of information could mislead a customer or partner, we share that information.
• We communicate clearly so that our customers and partners understand the terms of our contracts, including schedules, pricing, performance criteria and mutual responsibilities.
• We use information concerning competitors only when it is gathered legally and ethically, without resorting to improper means such as misrepresenting ourselves or misappropriating information.
• We adhere to all laws and regulations concerning transactions with government agencies, both within the United States and internationally, as described in the previous section.
• We avoid all real and potential conflicts of interests, as described in the section “Avoiding conflicts of interest.”

Protecting confidential and proprietary information

The Company’s confidential information is a valuable asset. When you joined Captaris, you signed a Confidential Information, Inventions and Non-Competition Agreement to protect and hold confidential the Company’s proprietary information. This agreement remains in effect for as long as you work for Captaris and after you leave Captaris. Under this agreement, you may not disclose the Company’s confidential information to anyone or use it to benefit anyone other than the Company without the prior written consent of an authorized Company officer.

Associates may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity.
To further our business, from time to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be done without carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriate management that disclosure of confidential information is necessary, you must then contact our General Counsel to ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure. The Company has standard nondisclosure agreements suitable for most disclosures.

Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors and consultants of the Company may come into possession of significant, sensitive information. This information is the property of the Company---we have entrusted you with it. You may not profit from it by buying or selling securities yourself, or sharing the information with others to enable them to profit or for them to profit on your behalf.  Captaris has adopted guidelines designed to implement this policy.   All employees are expected to review and follow the Captaris Insider Trading Policy.

Representing oneself and the Company honestly

If your job puts you in contact with any customers or potential customers or partners, or other external constituents, it is critical for you to remember that you represent Captaris to the people with whom you are dealing. Act in a manner that creates value for our customers and helps to build a relationship based upon trust.

All associates are expected to deal fairly with the Company's customers, suppliers, shareholders, competitors and employees. Individuals should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Captaris has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce Captaris to enter into a business relationship. At other times, we may request that a third party provide confidential information to permit Captaris to evaluate a potential business relationship with that party. Whatever the situation, we must take special care to handle the confidential information of others responsibly. We handle such confidential information in accordance with our agreements with such third parties.

Using Company time and resources prudently in the interest of the whole organization

Protecting the Company’s assets is a responsibility of every associate, agent, consultant and contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, sold or donated without appropriate authorization. All associates, agents, consultants and contractors are responsible for the proper use of Company assets, and must safeguard such assets against loss, damage, misuse or theft.

The use of Company funds or assets for any unlawful or improper purpose is strictly prohibited.  Every associate is personally responsible for all Company funds over which he or she exercises control. Company funds must be used only for Company business purposes.

Reporting Violations of the Code of Business Conduct

Persons who become aware of suspected violations of the Code of Business Conduct should report such suspected violations promptly, either anonymously through EthicsPoint™, or to the associate's manager, another representative of management, the Vice President of Human Resources, the General Counsel or the Chief Financial Officer.

EthicsPoint is an independent third party hired to receive anonymous complaints from associates. EthicsPoint is accessible through Powerline, the Captaris website or via telephone at 1-866-ETHICSP (1-866-384-4277).  Details on how to submit a complaint through EthicsPoint are available on the Ethicspoint Web site at www.ethicspoint.com and are also set forth in the Captaris Ethics Guidebook that is provided to each associate.

To assist in the response to or investigation of the alleged violation, the report should contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the alleged violation.  The report should, to the extent possible, contain the following information:

• the alleged event, matter or issue that is the subject of the alleged violation;
• the name of each person involved;
• if the alleged violation involves a specific event or events, the approximate date and location of each event; and
• any additional information, documentation or other evidence available relating to the alleged violation.

Captaris will not tolerate any retaliation against any associate making a report in good faith.  However, if an associate files a false report for the purpose of harming another associate or person, the associate that filed the report will be subject to disciplinary action.  All associates must cooperate in internal investigations of potential or alleged misconduct.

Administration and Enforcement of the Code of Business Conduct

The Chief Financial Officer, reporting to the CEO and to the Audit Committee of the Board of Directors is responsible for the overall administration of the Code of Business Conduct.  This Code of Business Conduct has been reviewed by and has the full support of Captaris’s management and Board of Directors.

Associates who violate the Code of Business Conduct will be subject to disciplinary action up to and including discharge.

Requests for Waivers and Changes in Code

A waiver of a provision of this Code of Business Conduct shall be requested whenever there is reasonable likelihood that a contemplated action will violate the Code.  Any waiver (including an implicit waiver) that constitutes a material departure from a provision of this Code shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC.  In addition, any amendments to this Code of Business Conduct (other than technical, administrative or other non-substantive amendments) shall be publicly disclosed on a timely basis, to the extent required by applicable rules and regulations of the SEC.