糖心视频

1. Conflict of Interest Defined

For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

1. 1. Outside Interests.
      1. An Agreement or Transaction between 糖心视频 and a Responsible Person or Family Member.
      2. An Agreement or Transaction between 糖心视频 and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representatives.
   2. Outside Activities.
      1. A Responsible Person competing with 糖心视频 in the rendering of services or in any other Agreement or Transaction with a third party.
      2. A Responsible Person鈥檚 having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator, or other legal representative of, or consultant to; an entity or individual that competes with 糖心视频 in the provision of services or in any other Agreement or Transaction with a third party.
   3. Gifts, Gratuities and Entertainment. A Responsible Person accepting gifts, entertainment, or other favors from any individual or entity that:
      1. does or is seeking to do business with, or is a competitor of 糖心视频; or
      2. has received, is receiving, or is seeking to receive a loan or grant, or to secure other financial commitments from 糖心视频;
      3. is a charitable organization
      4. under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value that are not related to any particular transaction or activity of 糖心视频.
2. Definitions
   1. A 鈥淐onflict of Interest鈥� is any circumstance described in Part 1 of this Policy.
   2. A 鈥淩esponsible Person鈥� is any person serving as an officer, employee, or member of the board of directors of 糖心视频.
   3. A 鈥淔amily Member鈥� is a spouse, domestic partner, parent, child, or spouse of a child, brother, sister, or spouse of a brother or sister, of a Responsible Person.
   4. A 鈥淢aterial Financial Interest鈥� in an entity is a financial interest of any kind that, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person鈥檚 or Family Member鈥檚 judgment with respect to transactions to which the entity is a party. This includes all forms of compensation. (The board may wish to establish an amount that it would consider to be a 鈥渕aterial financial interest.鈥�)
   5. An 鈥淎greement or Transaction鈥� is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, or the establishment of any other type of pecuniary relationship by 糖心视频. The making of a gift to the 糖心视频 is not an Agreement or Transaction within the meaning of this document.
3. Procedures
   1. Before board or committee action on an Agreement or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.
   2. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
   3. A person who has a Conflict of Interest shall not participate in or be permitted to hear the board鈥檚 or committee鈥檚 discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
   4. A person who has a Conflict of Interest with respect to an Agreement or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. The person having a conflict of interest may not vote on the Agreement or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such a person鈥檚 ineligibility to vote shall be reflected in the minutes of the meeting.
   5. Responsible Persons who are not members of the board of directors of the 糖心视频, or who have a Conflict of Interest with respect to an Agreement or Transaction that is not the subject of board or committee action, shall disclose to the Chair or the Chair鈥檚 designee any Conflict of Interest that such Responsible Person has with respect to an Agreement or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect 糖心视频鈥檚 participation in such Agreement or Transaction.
   6. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair鈥檚 designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy.
4. Confidentiality

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of the 糖心视频. Furthermore, a Responsible Person shall not disclose or use information relating to the business of the 糖心视频 for the personal profit or advantage of the Responsible Person or a Family Member or the Responsible Person鈥檚 company.