MEDICAL INFORMATION TECHNOLOGY, INC.
OUR CODE OF ETHICAL CONDUCT
by A. Neil Pappalardo
updated December 2016

At MEDITECH we pride ourselves in providing innovative and cost-effective software solutions to the health care market. Just as important to us is our reputation for the basic values of truth, responsibility, respect, fairness and integrity in all of our business practices. Our open door policy reflects ethical transparent business practices at every level of the company. These values and standards are ingrained in the manner in which we conduct business and we believe this is a major factor in our success.

We have excellent people with solid decision-making skills. Our financial strength is impressive. We have real depth in our leadership. However, as MEDITECH grows, we recognize the need to formalize and communicate company behavioral standards. The current business age presents an increasing number of difficult issues and challenges. Clear choices of action are not always obvious. Indeed, all of us need to better understand MEDITECH's expectations of uncompromising integrity and where we can go for help if we have a question or a concern.

As a result of this need, a Code of Ethical Conduct has been created and adopted by the Board of Directors in an effort to outline the principles established at MEDITECH which help guide our actions. This Code sets forth ethical standards of conduct for all of us to follow and provides a framework for decision-making. This Code is intended to promote proper conduct at all levels of business in compliance with all applicable laws and regulations as well as to deter wrongdoing. These guiding principles propel us forward towards future success in a continued tradition of "ingenuity delivered with integrity" in all of our business relationships.

Our Code of Ethical Conduct will help us to make the right business conduct choices. It covers a wide range of business practices and procedures, though it does not cover every issue which may arise. It highlights what our shareholders, customers, colleagues and the communities in which we do business expect of us, and the minimum we should expect of ourselves. Each of us will supplement the values and rules specified in the Code based on guidance drawn from our own personal values, culture, and experience. Although the standards listed in the Code are specifically intended for our staff members, our officers and our Board of Directors, MEDITECH expects all parties who work on its behalf to embrace its principles.

Serving Our Customers

We are entering a new era where national health care policy demands information technology as a vital component of care delivery. As a leading provider of health care information systems, MEDITECH welcomes this increased demand. Whether it is improving patient safety through our revolutionary clinical products, or streamlining business practices which allow health care organizations to operate more efficiently, we serve a most noble societal endeavor: saving lives and keeping people healthy.

MEDITECH makes software which enables physicians, nurses, and other clinicians to orchestrate and deliver patient care in a safe, effective, and efficient manner. Our software is integrated in a manner which fully optimizes the financial and business potential of the health care enterprise.

We make information available whenever and wherever clinicians need it by ensuring access to a full computerized medical record which includes data from across the continuum. We take advantage of new technologies which allow for caregiver mobility and integration of evidence into the practice, with the end goal of enabling effective patient management.

Our primary goal is to deliver superior customer service which includes dealing with all of our customers lawfully, ethically, and fairly at all times, regardless of their relative size or importance. Our reputation as a company our customers can trust is our most valuable asset, and it is up to all of us to make sure we nourish that reputation.

We take pride in responding to communications from our customers, whether in the form of comments or questions, problems or compliments. Improving our work over time is largely contingent on the vigilance of our staff. Any time we feel our customers aren't being well served, we must not hesitate to bring it to the attention of the appropriate person. We must not sit back and say nothing when the interests of the customer are at stake.

We also recognize that as our market presence grows, so does our interaction with various cultures, provinces, states and countries. MEDITECH staff should always be cognizant of and respect the laws and customs of the places in which we conduct our business.

Respect for Each Other

MEDITECH is committed to maintain a work environment in which all staff members reach their fullest potential. We foster respect in the workplace, promoting teamwork and sensitivity towards others. We do our best to communicate honestly and openly with everyone. We expect everyone to do their utmost to promote a respectful workplace culture, free of harassment, intimidation, bias and discrimination. If you know of a contrary situation, you should immediately report this condition to your supervisor. Bring the matter to our attention promptly so it can be investigated and addressed appropriately.

Equal Opportunity Employment

The diversity of our staff is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate illegal discrimination of any kind. Employment and subsequent advancement are based solely upon one's individual merit and qualifications directly related to professional competence. Opportunity is provided equitably to all individuals throughout MEDITECH regardless of sex, age, race, color, religion, ancestry, national origin, marital status, pregnancy status, medical condition, sexual orientation, veteran status, gender identity or any other basis protected by law. We make reasonable accommodations to meet our obligations under federal and state disability acts.

No Harassment

MEDITECH is committed to promoting a work environment in which staff members, customers, vendors and guests are treated with dignity and respect. We prohibit harassment of any kind, including written, verbal, physical or visual harassment which may occur when words, actions or behavior create an intimidating, hostile environment. Harassment takes many forms, from overt advances to demeaning comments, jokes, language and gestures. Such behavior may be perceived as harassment, even if it is not intended that way. Any unwelcome sexual advances or other inappropriate personal contact or conduct is prohibited. We strongly discourage staff members from using profane or abusive language in the workplace.

Safe & Healthy Work Environment

We recognize the importance of health and safety at MEDITECH. We seek to provide each staff member with a safe and healthy work environment. Each staff member has the responsibility for maintaining a safe and healthy workplace for all fellow staff by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Community and Society

MEDITECH is committed to being a responsible corporate citizen of the communities in which we operate and to making these communities a better place to live. MEDITECH makes charitable donations in our local communities and encourages voluntarism and staff member participation in civic affairs. We try to make it integral to our business decisions to operate in a way which is sensitive to the environment and minimizes the impact of our products on the environment. We extend this commitment to the internet community as well.

Participation in civic, welfare, political and similar activities is strongly encouraged in the interest of service to the public and the development of the individual. However, if the nature of the association with an organization is such that MEDITECH may be publicly identified with the organization, it is expected that each staff member will seek the guidance of responsible supervisory authority before making commitments which may reflect on MEDITECH.

We encourage MEDITECH staff to participate in the political process. This may include voluntary personal contributions to candidates or parties of their choice. However it is important to note we are not to promote political agendas or advocate political candidates through the use of MEDITECH property or facilities.

Misconduct

In general, misconduct is illegal or harmful activity which involves or affects MEDITECH and its staff. Misconduct includes, among other things, violation of the law, theft, records falsification, involvement with unlawful drugs, inappropriate use of alcohol or legal drugs, threats, harassment and insubordination. If any of us engage in misconduct, we are subject to appropriate disciplinary action, up to and including immediate termination of employment.

MEDITECH's commitment to providing all our employees with a completely safe work environment extends to any and all forms of weapons and workplace violence. MEDITECH will not tolerate any level of violence, or the threat of violence, in our workplace. Under no circumstances should any employee bring any sort of weapon to work or threaten violence of any kind, and violations of this policy will result in appropriate disciplinary action, up to and including immediate dismissal.

Conflict of Interest

A conflict of interest occurs when we influence a decision which results in personal gain for ourselves, our family or our friends at the expense of MEDITECH or our customers. We should avoid even situations which present a potential conflict of interest or the appearance thereof. We must always act with the best interests of MEDITECH and our customers in mind. We must not use MEDITECH's name, property, proprietary or confidential information, or goodwill for personal gain.

We must not be employed directly by a MEDITECH vendor, customer or competitor. We should disclose when one of our family members or friends is so employed. Financial investments in such entities is considered problematic.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor. If you become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor.

Employment of Relatives

MEDITECH does not prohibit hiring our relatives. However, if one of our relatives is to be hired, we must disclose the nature of the relationship so an assessment of any potential conflict of interest may be made. We must not influence the hiring or assessment of those with which we have a close personal or family relationship. If we are in a reporting chain above such an individual, there must be a special procedure in place so as to maintain fairness in evaluation and compensation.

Customer or Vendor Gifts

The occasional exchange of business courtesies of nominal value such as modest gifts, meals, tickets to sporting events or invitations to social events, is a common practice meant to provide a legitimate opportunity to create goodwill, or establish trust and understanding in business relationships. We should provide or accept business entertainment to or from anyone doing business with MEDITECH only if the entertainment is intended to serve legitimate business goals. However, we cannot allow these practices to adversely affect our objectivity and decision-making, nor should we use these practices to place undue influence on our customers or vendors.

MEDITECH policy prohibits the exchange of gifts with any private individual, firm, or entity as a means of improperly inducing business. In this context gifts include favors, entertainment, merchandise, payments, loans, and services. However, we may provide or accept any gift if:
Common sense should prevail. Please discuss with your supervisor any gifts which you are not certain are appropriate. Any gifts received which are not of nominal value should be given to your supervisor for MEDITECH to donate to charity.

Bribes and kickbacks are criminal acts and are strictly prohibited by law. We must not offer, give, solicit or receive any form of bribe or kickback. We must not directly or indirectly offer to make a corrupt payment to foreign government officials, including staff or state owned enterprises, foreign political parties or candidates, or public international organizations. The U.S Foreign Corrupt Practices Act prohibits giving anything of value to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

Personal Gifts and Collections

Gifts from managers and supervisors to their staff and vice-versa of any significant value are also not appropriate at any time, including the holidays. MEDITECH staff and management should never feel pressure to purchase or contribute to gift giving. We are aware many times a collection is made to help out a MEDITECH staff member who has experienced a personal tragedy. We must refrain from taking up such a collection. Any situation bad enough to cause staff to want to do this is one the company itself will also want to help resolve. While we do not publicize it, in these cases, the company and/or its senior officers will step in and make appropriate financial arrangements. There is no need for staff to do this on a collective basis.

Vendors and Suppliers

Our vendors and suppliers are very important to MEDITECH. We aim at fair competition, without discrimination or deception, in a manner which creates long-lasting relationships with our vendors and suppliers. Selections should be based solely on the merits of quality, service, price, delivery, best value, and other similar competitive factors.

Insider Trading

Insider trading may occur when you possess material non-public information about MEDITECH, customers, vendors and competitors and use such information for personal financial gain or communicate such information to others. This is not only unethical but also illegal and subject to possible civil and criminal penalties. Examples of material non-public information include, but are not limited to, sharp changes in earnings, changes in key management personnel, important product developments and acquisition/loss of a major contract.

Protecting Personal Information

We protect the personal information of MEDITECH's staff members and will not disclose any personal information which we possess and which is customarily considered confidential. However, we may disclose such information to other staff members who have a legitimate need to know or when required by law.

Confidentiality of Health Information

The United States Health Insurance Portability and Accountability Act (HIPAA), as well as the federal and provincial privacy laws of other nations that we do business with, establish regulations for maintenance and transmission of health information. They also establish standards to protect the privacy of individually identifiable health information in any form such as paper records, oral communications, and computer data which can reasonably be used to identify an individual. HIPAA's security and privacy regulations establish protective measures against deliberate and inadvertent misuse or disclosure of a patient's confidential health information.

As we at MEDITECH handle identifiable health information on a daily basis, we need to be mindful of safeguarding it from careless and unnecessary exposure. MEDITECH has outlined several steps we must take to ensure this information remains protected. Please see our Intranet for more information on HIPAA and other national or international regulations to familiarize yourself with these steps, so we can prevent a breakdown in patient privacy from happening here.

Confidentiality of Customer Information

Because of the nature of MEDITECH's business, in order to perform your job function you might have access to customer information which is private and confidential. You are required to comply with all applicable law and MEDITECH policies to ensure the security and confidentiality of our customer's information.

We must also protect the confidential nature of patient information entrusted to us by our customers. Unauthorized disclosure of such information is prohibited. Also, precautions should be taken to ensure any such information not be communicated to anyone except to the clinical staff who have a need to know to perform their responsibilities.

Confidentiality of Company Information

Only our authorized spokespersons are allowed to discuss internal company matters with anyone outside of MEDITECH. This rule particularly applies to inquiries concerning MEDITECH from the media, consultants and investors. In regard to inquiries concerning financial matters, only senior officers may respond. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to one of the appropriate spokespersons.

Incident Management

MEDITECH is committed to ensuring the security of personally identifiable information and protected health information for the confidentiality of all applicants, staff, ex-employees, customers and their patients. When staff become aware of a breach involving this confidential information, they are empowered and required to fill out the Privacy and Security Incident Report Form. If staff are unsure about what events constitute incidents or breaches, they are encouraged to bring their concerns and questions directly to their management team.

Sales and Marketing

MEDITECH is committed to providing high-quality products and services to our customers at fair prices and in honest transactions. We use only legal, ethical and proper methods to sell and maintain our products and services. MEDITECH prohibits staff members from engaging in any of the following sales and marketing activities with our customers or prospects:
Internet and Social Media

MEDITECH does not restrict nor proactively monitor any staff member's internet access or social media usage. We do, however, expect all personal activity done during work hours using company resources be at an acceptable, professional level. Please also remember that all content, statements, email messages, videos and more posted online reflect upon you both as an individual and a MEDITECH staff member. They are part of your public record of personal conduct.

Competitors

MEDITECH succeeds by competing fairly and ethically with our competitors. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information or possessing trade secret information which was obtained without the owner's consent is prohibited. We are responsible for conducting MEDITECH business in an honest, ethical and legal manner. Below are points to familiarize yourself with when selling our products.
Proper Use of Corporate Assets

We should seek to protect MEDITECH's assets and those entrusted to the company's custody by customers and others. Theft, carelessness and waste have a direct impact on MEDITECH's performance. These assets include, but are not limited to, computers, laptops, phones, office supplies and copiers. Limited personal use of these assets on company time is allowed. However, since excessive personal use can impact efficiency, staff members are expected to use good judgment. We are expected to use MEDITECH's assets and resources for legitimate business purposes. Talk to a supervisor when it is unclear if the use of a company asset in a given situation is appropriate.

We must not reproduce protected material for personal use or allow company property to be used for illegal activities. This obligation extends to proprietary information. Proprietary information includes intellectual property such as software products, customer information, trade secrets, trademarks and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial reports. Unauthorized use or distribution of this information violates company policy. It may also be illegal and result in civil or even criminal penalties.

Finally, security of MEDITECH's corporate assets is a shared responsibility. Our goal is to protect the confidentiality, integrity and availability of these assets from physical and technological threats. All staff are expected to use common sense as they follow our security policies, standards, procedures and this Code in order to minimize risk to these assets and ultimately to our business.

Proper Use of Software

Software is our business. We must be especially sensitive to respect the intrinsic nature of the software industry.

Commercially licensed software or copyrighted media, subject to terms, conditions and required fees, may be used on the premises. Illegal or improper use of these materials is prohibited.

Use or distribution of software which may damage or disrupt MEDITECH's work environment or conflict with MEDITECH systems is prohibited.

Unauthorized use, copying, distribution or alteration of internally developed software is prohibited. Of course, developmental programmers are empowered to create and modify software for their responsible applications.

Accuracy of Books and Records

MEDITECH requires honest and accurate recording and reporting of information in order to make responsible business decisions. We take pride that all company data, records and reports are accurately and truthfully prepared in a proper and ethical manner. These include everyday documents such as expense reports and accounting entries, as well as cost estimates, contract proposals and presentations to management, customers and the public.

All company books, records and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of MEDITECH shall conform to generally accepted accounting principles and MEDITECH's internal accounting policies. No undisclosed or unrecorded amount or fund shall be established for any purpose. No false or misleading entries shall be made in the books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

We must honestly and accurately report all business transactions in a timely manner. We are responsible for the accuracy of our records and reports. Accurate information is essential for MEDITECH's ability to meet legal, regulatory and ethical obligations. Records should always be retained or destroyed according to MEDITECH's record retention policies.

Needless to say, you should never, ever in any way interfere with or seek to improperly influence, directly or indirectly, the auditing of MEDITECH's financial records. You should never falsify any book, record or account, including time reports, expense accounts and other personal MEDITECH records. If in the course of your work you come across any suspected accounting irregularities, no matter how small, you should immediately report them to the Chief Financial Officer.

When we file periodic financial reports and communications with the Security and Exchange Commission and when we otherwise make any public announcements, we do so in a full, fair, accurate, timely and understandable manner which facilitates a high degree of clarity of content and meaning so readers can determine their significance and consequence.

Corporate Governance

MEDITECH's Board of Directors and its officers hold an especially important and elevated role in corporate governance. They are vested with both the responsibility and authority to protect, balance and preserve the interests of all MEDITECH stakeholders, including shareholders, staff members, customers, vendors and citizens of the communities in which business is conducted.

Compliance Procedures

MEDITECH expects us to use good judgment and common sense in seeking to comply with all laws, rules and regulations applicable to MEDITECH whenever and wherever we do business. If a law conflicts with a policy in this Code, you must comply with the law. However, if a local custom or policy conflict with this Code, you must comply with the Code. Any variances between local customs or policies and this Code should be brought to the attention of your supervisor.

It's impossible to spell out every possible ethical scenario we might face, so we rely on our discretion and judgment to uphold this policy. We are all expected to accept and be guided by both the letter and the spirit of this Code. Often this will mean making judgment calls about situations. When it comes to ethical conduct, we believe in erring on the side of caution, but not all violations are equally serious. That isn't an easy call, so if you aren't sure, by all means don't be afraid to ask questions.

It is important for management to demonstrate, through their actions, the importance of complying with the standards set forth in this Code. Leading by example is critical, as is being available for staff members who have ethical questions or wish to report possible violations.

It is everyone's responsibility to promptly report violations of the Code to appropriate personnel. While we prefer you go initially to your supervisor to assist you in reporting a violation, it is important to note, if necessary, you may report violations directly to any officer. You may also report violations directly to the Board of Directors addressing your correspondence to the Clerk of MEDITECH, MEDITECH Circle, Westwood MA 02090. Furthermore, you may remain anonymous if you wish.

When anyone in the chain of command receives a report of an alleged violation of this Code, they shall evaluate such information, investigate the alleged violation, recommend a disposition of the matter and report the matter, as appropriate, to upper management and to the full Board of Directors.

We are expected to cooperate fully with any inquiry or investigation regarding an alleged violation. Failure to comply with the principles outlined in this Code will result in disciplinary action such as reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge or restitution. Certain violations of this Code may require MEDITECH to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution.

You may report violations of the Code without fear of retaliation. MEDITECH will not discipline, discriminate against or retaliate against anyone who reports such conduct in good faith, whether or not such information is ultimately proven to be correct. While it is MEDITECH's desire to address matters internally, nothing in this Code should discourage you from reporting any illegal activity to the appropriate authorities.

Conclusion

The MEDITECH Code of Conduct is the code by which we put our core values into practice. While this document is meant for public consumption, its most important audience is within our own walls. This code isn't merely a set of rules for specific circumstances but an intentionally expansive statement of principles meant to inform all our actions. We expect all our staff members, officers and directors to study these principles and do their best to apply them to any and all circumstances which may arise.

The core message is simple: we strive toward the highest possible standard of ethical business conduct. This is a matter as much practical as ethical. We hire great people who work hard to build great products, but our most important asset by far is our reputation as a company which warrants our customers' faith and trust. That trust is the foundation upon which our success and prosperity rests, and it must be re-earned every day, in every way, by every one of us.

So please read this Code, and then read it again, and remember that as our Company evolves, our Code of Ethical Conduct will evolve as well. Our core principles won't change, but the specifics might, so a year from now, please read it a third time. And always bear in mind that each of us has a personal responsibility to do everything we can to incorporate these principles into our work, and our lives.