I. Overview

TheNewsGate.com’s Code of Ethics sets forth the guiding principles by which we operate our company and conduct our daily business with our customers, vendors, each other, competitors, government and self-regulatory agencies, the media, and anyone else with whom we have contact. We recognize that the honesty, integrity and sound judgment of our employees, officers and directors is essential to our reputation and success.

These principles apply to all of the directors, officers and employees of TheNewsGate.com and all of its wholly owned subsidiaries (collectively referred to in this Code of Ethics as the “Company” or “TheNewsGate.com”).

This Code of Ethics:

1. Requires the highest standards for honest and ethical conduct, including proper and ethical procedures for dealing with actual or apparent conflicts of interest between personal and professional relationships.
2 . Requires compliance with applicable laws, rules and regulations.
3 . Addresses potential or apparent conflicts of interest and provides guidance for employees, officers and directors to communicate those conflicts to TheNewsGate.com.
4 . Addresses misuse or misapplication of TheNewsGate.com property and corporate opportunities.
5 . Requires the highest level of confidentiality and fair dealing within and outside the TheNewsGate.com environment.
6 . Requires reporting of any illegal behavior.

II. Conflicts of Interest

A “conflict of interest” occurs when your private interest interferes or appears to interfere in any way with the interests of the Company. You are expected to avoid all situations that might lead to a real or apparent material conflict between your self-interest and your duties and responsibilities as an employee, officer or director of the Company. Any position or interest, financial or otherwise, which could materially conflict with your performance as an employee, officer or director of the Company, or which affects or could reasonably be expected to affect your independence or judgment concerning transactions between the Company, its customers, suppliers or competitors or otherwise reflects negatively on the Company would be considered a conflict of interest.

You shall not represent the Company in any transaction with respect to which you have any material connection or substantial financial interest. Without limiting the scope of the term, a material connection includes the involvement of any family member or close personal friend. “Family member” includes spouse, son, daughter, parent, sister, brother, grandparent, grandchild, aunt, uncle, niece, nephew, cousin, father-in-law, mother-in-law, sister-in-law, brother-in-law or any other members of a household who are not otherwise included in this list of relatives.

III. Confidentiality

Nonpublic information regarding the Company or its businesses, employees, customers and suppliers is confidential. As an employee, officer or director of the Company, you are trusted with confidential information and must maintain the confidentiality of such information, except when disclosure is specifically authorized by the President CEO and/or a member of Executive Management or required by laws, regulations or legal proceedings. You are only to use such confidential information for the business purpose intended. You are not to share confidential information with anyone outside of the Company, including family and friends, or with other employees who do not need the information to carry out their duties. You may be required to sign a specific confidentiality agreement in the course of your employment at the Company. You remain under an obligation to keep all information confidential even if your employment with the Company ends, for any reason.

The following is a non-exclusive list of confidential information:

1. Trade secrets, which include any business or technical information, such as formula, program, method, technique, compilation or information that is valuable because it is not generally known;
2. All rights to any invention or process developed by an employee using the Company facilities or trade secret information, resulting from any work for the Company, or relating to the Company’s business, is considered to be “work-for-hire” under the United States copyright laws and shall belong to the Company; and
3. Propriety information such as customer lists and customer’s confidential information.

All public and media communication involving the Company must have prior clearance of the Executive Management.

IV. Insider Trading

It is both unethical and illegal to buy, sell, trade or otherwise participate in transactions involving our clients' common stock or other security while in possession of material information concerning our clients that has not been released to the general public, but which when released may have an impact on the market price of our clients' common stock or other security. It is also unethical and illegal to buy, sell or trade or otherwise participate in transactions involving the common stock or other security of any other company while in possession of similar non-public material information concerning such company.

V. Fair Dealing

The Company seeks to outperform its competition fairly and honestly through superior performance and never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owners consent or inducing such disclosures by past or present employees of other companies is prohibited.

Each employee, officer and director should undertake to deal fairly with the Company’s customers, suppliers, competitors and employees. Additionally, no one should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.

Employees must disclose prior to or at their time of hire the existence of any employment agreement, non-compete or non-solicitation agreement, confidentiality agreement or similar agreement with a former employer that in any way restricts or prohibits the performance of any duties or responsibilities of their positions with the Company. Copies of such agreement should be provided to Human Resources to permit evaluation of the agreement in light of the employee’s position.

VI. Compliance with Laws, Rules and Regulations

This Code of Ethics is based on the Company’s policy that all employees, officers and directors comply with the law. While the law prescribes a minimum standard of conduct, this Code of Ethics requires conduct that often exceeds the legal standard.

All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their position with the Company. Employees are responsible for talking to their manager or compliance officer to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.

VII. Amendment, Modification and Waiver

This Code of Ethics may be amended or modified by the Board of Directors of TheNewsGate.com.

Generally, there should be no waivers to this Code of Ethics; however, in rare circumstances conflicts may arise that necessitate waivers. Waivers will be determined on a case-by-case basis by the President CEO with the advice of the Company’s legal counsel, if considered necessary. However, waivers for directors and executive officers must be determined by the Board of Directors. For members of the Board of Directors and executive officers, the Board of Directors shall have the sole and absolute discretionary authority to approve any deviation or waiver from this Code of Ethics.

Any waiver and the grounds for such waiver by directors or executive officers shall be promptly disclosed to stockholders and required by the Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of NASDAQ.