Corporate Conduct and Ethics



Issued: 1/1/97

Revised: 2/1/04


The MSC.Software ("MSC") policy is to conduct its business with the highest ethical, moral, and legal standards in all our business operations and dealings worldwide. It is our

practice to treat each other, and the customers we serve, with honesty, respect and integrity.


The Policy statement applies to all MSC offices worldwide, including all directors, officers, employees and agents of the company.


All employees of MSC must conform to ethical standards to preserve the company's reputation. The following list is illustrative, but not exhaustive, of areas that should be of particular concern:

1. Equal Employment Opportunity Employer: MSC is firmly committed to providing equal opportunity in all areas of employment. All applicants and employees are evaluated on the basis of their qualifications, consistent with applicable state and federal laws, without regard to race, color, religion, sex, pregnancy, national origin, ancestry, age, marital status, physical or mental disability, medical condition, sexual orientation, veteran status, or any other characteristic protected by applicable federal or state laws. This policy applies to all areas of employment, including recruitment, hiring, training, promotion, benefits, compensation, transfer, discipline, layoff, recall, and termination.

2. Policy Against Harassment: MSC strictly prohibits and will not tolerate unlawful verbal, physical, or sexual harassment by any employee on the basis of another's race, color, religion, sex, pregnancy, national origin, ancestry, age, marital status, physical or mental disability, medical condition, sexual orientation, veteran status, or any other basis protected by applicable federal or state laws. All forms of unlawful harassment are prohibited.

3. Conflicts of Interest: Every employee is prohibited from partaking in any activity or association that creates or appears to create a conflict between the employee's personal interests and the company's business interests. In addition, an employee must not allow any situation or personal interests to interfere with the exercise of independent judgment or with that employee's ability to act in the best interests of MSC.

Employees are required to report to their immediate management and the Human Resources Department any outside business activity in which they are currently a participant or may become a participant. Employees must disclose information necessary for MSC to make a determination concerning the existence of an actual or potential conflict.

4. Investments : Employees are prohibited from investing in any of the company's customers, suppliers, or competitors unless the securities are publicly traded and the investments are on the same terms available to the general public and not based on any "inside information." This prohibition applies to all forms of investments and to all employees, directors, officers, and agents of MSC and their immediate families.

In general, employees should not have any financial interest in a customer, supplier, or competitor that could cause divided loyalty, or even the appearance of divided loyalty.

5. Gifts, Favors, and Unlawful Payments: Employees or members of their family may not give or receive any gifts or favors to or from any customer, supplier, or competitor (other than a gift of nominal value) without the prior consent of a manager. In no event shall an employee give or receive a gift in the form of cash, stocks, bonds, options, or similar types of items.

It is impermissible and may be unlawful to give, offer, or promise anything of value (monetary or non-monetary) for the purpose of influencing someone in connection with company business or a company transaction. Similarly, it is impermissible and may be unlawful to solicit, demand, or accept anything of value (monetary or nonmonetary) with the intent of being influenced or rewarded in connection with any company business or transaction. Therefore, no employee may give or receive any gift if it could reasonably be viewed as being done to gain a business advantage.

Employees are not prevented from incurring normal business-related expenses for entertainment or from accepting personal mementos of minimal value. It is acceptable to occasionally allow a supplier or customer to pay for a business meal.

In conducting business, MSC does not permit the payment by MSC of special fees to any agent or government official of any country (other than necessary and customary facilitating payments to employees of non-United States governments whose duties are essentially ministerial and clerical), or any other use of funds or assets, or the providing of any services, for any purpose which is unlawful under the laws of the United States, any state thereof, or any jurisdiction where it operates. If any "customary" legal payments or gift exchanges are practiced by non-United States offices, authorization is required by a Corporate Officer.

6. Outside Employment: No employee may serve as an employee, director, or officer of any supplier or customer without the prior written approval of Corporate Officer. An employee may never serve as an employee, director, or officer of a competitor but may serve as an adviser or consultant to a supplier or customer if that employee conducts business as a representative of MSC. Officers of MSC may not engage in any outside employment other than work as a volunteer.

Any employee who does perform outside work has a special responsibility to avoid any conflict with the company's business interests and to inform MSC of the nature of these interests. Outside work cannot be performed on the company's time.

7. Family Relationships: If an employee wishes to do business on behalf of MSC with a member of that employee's immediate family or other relative or with a company of which a relative is an officer, director, or principal, the employee must first disclose the relationship and obtain prior written approval of Corporate Officer.

8. Confidential Information: As set forth in the "Confidentiality and Inventions Agreement", employees have an ethical duty to protect confidential relationships between MSC and its customers, suppliers, and shareholders, and not to disclose confidential information gleaned from business transactions.

Business information that has not been made public (e.g., insider information) shall not be released to private individuals, organizations, or government bodies unless demanded by legal process such as a subpoena or court order. Employees shall not use confidential information obtained in the course of their employment for the purpose of advancing any private interest or otherwise for personal gain. Employees should refer any requests for information (reference checks, credit reporting, etc.) about present or former employees of MSC to the Human Resources Department for handling.

9. Use of Company Property: All employees share responsibility for ensuring that company property is protected. Company property includes tangible items such as desks, supplies, vehicles, storage areas, lockers, file cabinets, work areas, credenzas, and equipment. It also includes computers, voicemail, cellular telephones, e-mail and telephone systems, and the data stored on those systems, as well anything that is created, sent, or retrieved on those systems. In addition, company property includes intangible property such as proprietary information and trade secrets. Employees should refrain from destroying or willfully damaging company property or the property of another employee, customer, or vendor.

Generally, company property must be used only on company premises, except when necessary to complete work at home, or when traveling on company business. Employees should refrain from using company property or services for personal gain, or removing or disposing of company materials, supplies, or equipment without proper authority. You are expected to return all company property to the company prior to leaving the company's employ.

10. Unauthorized Tapings: Employees should refrain from tape recording conversations with any other MSC employees without their express permission.

11. Libel and Slander: Employees should refrain from making or publishing false, vicious, or malicious statements concerning MSC or its employees.

12. Corporate Funds and Falsifying Information: Employees are forbidden to use, directly or indirectly, corporate funds and assets for any unlawful purpose or to accomplish any unlawful goal. MSC also prohibits the establishment or maintenance of undisclosed or unrecorded funds and assets.

All reporting of information should be accurate and timely. Employees should not make any false or misleading entries in any books, financial records, personnel records, employment applications, personnel questionnaires, work performance reports, timesheets, or any other company records, reports, or documents.

13. Fair Competition and Antitrust (Pricing): MSC believes in fair, lawful, and open competition. MSC will not enter into any agreements or arrangements with third parties that could, directly or indirectly, unlawfully affect the price or terms of sales of the company's products or services or those of others. Under no circumstances shall an employee discuss or enter into any arrangement with competitors, distributors, or others which might directly or indirectly result in price fixing or affect pricing or marketing policies or practices or otherwise result in conduct that would violate the antitrust laws.

14. Political Contributions and Lobbying: MSC has a policy of not making contributions to political parties or candidates or lobbying on their behalf. Employees may enjoy membership in and contribute to political parties, candidates, trade associations, and similar organizations, but any such political activity must be accomplished strictly on the employee's own time and at the employee's own expense.

15. Compliance with Laws and Regulations: MSC strives to be in compliance with all applicable governmental laws and trade regulations of jurisdictions worldwide where it conducts business, including without limitations the United States Foreign Corrupt Practices Act and any governmental regulations issued pursuant thereto. Questions regarding compliance issues should be directed to the Human Resources Department.

16. Company Policies: In addition to the areas of concern listed above, employees must not violate other company policies and agreements.

17. Workplace Behavior: Employees may not carry or possess firearms, knives, weapons, or other dangerous devices or substances on MSC property, without proper authorization. Employees should also refrain from engaging in acts of dishonesty, fraud, theft, or sabotage, as well as from threatening, intimidating, coercing, using abusive or vulgar language, or interfering with the performance of other employees. All acts of violence are strictly prohibited in the workplace.

18. Insubordination: Employees should refrain from insubordination, including inappropriate conduct toward a supervisor, refusal to comply with instructions, or failure to perform reasonable duties which are assigned.

19. At-Will Employment: Nothing in this Policy shall change the nature of the at-will employment relationship. Either you or MSC may terminate the employment relationship with or without cause and with or without notice at any time, and nothing in any other company policy or procedure may alter the nature of the at-will relationship.

Procedure & Responsibility

1. MSC requires every employee to comply with these standards.

2. This list is not comprehensive. MSC encourages employees who have questions about these standards and their application to discuss them with their manager or with Human Resources.

3. An employee who knows or has reason to know of any activity that violates or could violate these standards must promptly report the matter to their manager or to Human Resources. Each employee will be given a copy of these standards and be asked to sign an Employee Acknowledgment Form.

Failure to adhere to this Policy may prompt MSC to exercise its right to discipline employees, up to and including termination of employment.