The Board of Directors (the “Board”) of Navilands Inc., (the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) for all the Company’s employees, directors, officers, and agents (“Covered Persons”).

I.Conflicts of Interest.

A conflict of interest occurs when a Covered Person’s private interests interfere with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Covered Persons must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Covered Person who is aware of a conflict of interest, or the appearance of a conflict of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or the Company’s General Counsel immediately. 

The Audit Committee shall have the responsibility to determine whether a conflict of interest exists, and it may establish procedures, including those set forth in the Restrictive Covenant Agreement between the Company and CEO or similar agreement to which the Company or a Covered Person is a party, to arrive at its conclusion and to approve or reject, or otherwise resolve, a potential conflict of interest.

II. Corporate Opportunities.

Covered Persons may not: 

1. take personally for himself or herself opportunities that are discovered using Company property, information, or position. 
2. use Company property, information, or position for personal gain; or 
3. compete with the Company. 

Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. The Audit Committee shall have the responsibility to determine whether a corporate opportunity exists, and it may establish procedures, including those set forth in the Restrictive Covenant Agreement between the Company and CEO or similar agreement to which the Company or a Covered Person is a party, to arrive at its conclusion and to approve or reject, or otherwise resolve, a potential usurpation of a corporate opportunity.

III. Confidentiality and Privacy.

It is important that Covered Persons protect the confidentiality of Company information. Covered Persons may have access to proprietary and confidential information concerning the Company’s business, clients, and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions.  

Covered Persons are required to keep such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential information other than in the course of employment. The consequences to the Company and the Covered Person concerned can be severe where there is unauthorized disclosure of any non-public, privileged, or proprietary information.

IV. Honest and Fair Dealing.

Covered Persons must endeavor to deal honestly, ethically, and fairly with the Company’s customers, suppliers, competitors, and employees. Honest conduct is conduct that is free from fraud or deception. Ethical conduct is conduct conforming to accepted professional standards of conduct. Unfair conduct is conduct where one tries to take unfair advantage of another through manipulation or misrepresentation of material facts, abuse of privileged information or any other unfair-dealing practice.

V. Protection and Proper Use of Company Assets.

The Company’s assets are only to be used for legitimate business purposes and only by authorized Covered Persons or their authorized designers. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information). Covered Persons have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Covered Persons may not make improper payments in violation of law or Company policy. Theft, carelessness, and waste have a direct impact on the Company’s profitability. If a Covered Person become aware of theft, waste, or misuse of the Company’s assets such Covered Person should report this to his or her manager or the Audit Committee or the Company’s General Counsel.

VI. Compliance with Laws, Rules, and Regulations.

All Covered Persons are responsible for complying with the various laws, rules and regulations of the countries and regulatory authorities that apply to the Company’s business. Any Covered Person who is unsure whether a situation violates any applicable law, rule, regulation, or Company policy should contact a manager or the Audit Committee or the Company’s General Counsel.

VII. Disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer must certify the material accuracy and completeness of the Company’s periodic reports. To allow them to deliver such certification, each Covered Person shall take such action as is reasonably appropriate in light of his or her position or relationship with the Company to:  

1. establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to the Company’s directors and officers; 
2. confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and  
3. ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company. 

In addition, each Covered Person shall promptly bring to the attention of the Audit Committee any information he or she may have concerning: 

1. significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data or  
2. any fraud, whether or not material, that involves a Covered Person. 

In addition, each Covered Person shall promptly bring to the attention of the Audit Committee or the Company’s General Counsel any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.  

Covered Persons will not knowingly: 

1. make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiary’s, financial statements or records;  
2. fail to correct materially false and misleading financial statements or records;  
3. sign, or permit another to sign, a document containing materially false and misleading information; or  
4. falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.  

VIII. Directors.

The business of the Company is managed under the direction of the Board and the various committees thereof. The basic responsibility of the directors is to exercise their business judgment in carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders. The Board is not expected to assume an active role in the day-to-day operational management of the Company. In performing their duties and responsibilities and setting the general policies pursuant to which the Company operates, directors should endeavor to promote fair dealing by the Company and its employees and agents with customers, suppliers, competitors, and employees. 

In performing their duties and responsibilities, directors should endeavor to comply, and to cause the Company to comply, with applicable governmental laws, rules, and regulations. Directors should endeavor to cause the Company to proactively promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel.

IX. Procedures Regarding Waivers.

Because of the importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances would support a waiver. Waivers of the Code may only be made by the Audit Committee and may need to be publicly disclosed by the Company.

X. Duty to Report.

Covered Persons shall take all appropriate action to stop any known misconduct by fellow Covered Persons that violate this Code. Please see the Company’s “Whistleblower Protection Policy” for a description of how to report potential violations. Note that reports may be made anonymously, and the Company will not retaliate or allow retaliation for reports made in good faith.